Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Fernhill Corp.
3773 Howard Hughes Pkwy Suite 500s
Las Vegas, NV 89169
Phone: (775) 400-1180 Website(s):www.fernhillcorp.com
Email:info@fernhillcorp.com
SIC CODE 1040
Annual Report
For the Period Ending: December 31, 2021
(The "Reporting Period")
As of December 31, 2021 the number of shares outstanding of our Common Stock was 2,237,801,258 As of December 31, 2020 the number of shares outstanding of our Common Stock was 1,564,089,724
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes:No:(Double-click and select "Default Value" to check)Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes:No:Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:Yes:No:
ALL INFORMATION CONTAINED HEREIN HAS BEEN PREPARED FROM THE BOOKS AND RECORDS OF FERNHILL, CORP. A NEVADA CORPORATION (THE "COMPANY") IN ACCORDANCE WITH RULE 15C2-11 AND 10B-5 PROMULGATED UNDER THE SECURITIES EXCHANGE ACTOF 1934 AND RULE 144(C) (2) UNDER THE SECURITIES ACT.
1 "Change in Control" shall mean any events resulting in:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc.
FERNHILL CORP. - ANNUAL REPORT AND DISCLOSURE STATEMENT -
December 31, 2021
DELIVERY OF THIS INFORMATION DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS REPORT.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED HEREIN IN CONNECTION WITH THE COMPANY. ANY REPRESENTATION NOT CONTAINED HEREINMUSTNOT BE RELIED UPON AS HAVING BEENMADE OR AUTHORIZED BY THE COMPANY.
INFORMATION CONTAINTED IN THIS REPORT MAY CONTAIN FORWARD-LOOKING STATEMENTS, WHICH INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE OUT ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN THE FORWARD LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS CAN BE IDENTIED BY USE OF WORDS "EXPECT", "PROJECT", "MIGHT", "POTENTIAL", AND SIMILAR TERMS. THE COMPANY CAUTIONS READERS THAT ANY FORWARD-LOOKING INFORMATION IS NOT A GUARANTEE OF FUTURE PERFORMANCE AND THAT ACTUALL RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING INFORMATION. FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS, UNCERTAINTIES OR OTHER FACTORS BEYOND THE COMPANY'S CONTROL. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO OUR ABILITY TO IMPLEMENT OUR STATEGIT INITIATIVES, ECONOMIC, POLITICAL AND MARKET CONDITIONS AND PRICE FLUCTUATIONS, GOVERNMENT AND INDUSTRY REGULATION, U.S. AND GLOBAL COMPETITION AND OTHER FACTORS. THE COMPANY UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
1)Name of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
The exact name of the Issuer is Fernhill Corp. (The "Company" or "Fernhill"). The Issuer was incorporated in Nevada on April 7, 1997 under the name Alaskan Geodetic Survey Inc., On January 16, 2009, the company filed articles of amendment with the state of Nevada changing the name of the Company to Global Gold Corporation. On November 7, 2011, the Company filed articles of amendment with the state of Nevada changing the name of the Company to Fernhill Corp.
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The exact name of the Issuer is Fernhill Corp. (The "Company). The Company's standing is currently active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: NONE
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
The Company completed two acquisitions during 2021:
PerfectMine.io and Qandlestick, LLC (d/b/a MainBloq) and its related subsidiaries
The address (es) of the issuer's principal executive office:
3773 Howard Hughes Pkwy
Suite 500s
Las Vegas, NV 89169
The address (es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?
OTC Markets Group Inc.
FERNHILL CORP. - ANNUAL REPORT AND DISCLOSURE STATEMENT -
December 31, 2021
Yes:No:If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A
2)Security Information
Trading Symbol: FERN
Exact title and class of securities outstanding: Common Stock CUSIP: 315219105
Par or Stated Value: .0001
Total shares authorized: 3,000,000,000 Total shares outstanding: 2,237,801.258 Number of Shares in Public Float: 1,062,437,573 Total Number of shareholders of record: 105
as of: December 31, 2021
as of: December 31, 2021
as of: December 31, 2021
Additional class of securities (if necessary):
Trading Symbol: FERN
Exact title and class of securities outstanding: Preferred "A" Stock CUSIP: 315219105
Par or Stated Value: .0001
Total shares authorized: | 10,000,000 | as of: December 31, 2021 |
Total shares outstanding: | 1,000,000 | as of: December 31, 2021 |
Trading Symbol: FERN |
Exact title and class of securities outstanding: Preferred "B" Stock CUSIP: 315219105
Par or Stated Value: .0001
Total shares authorized: | 10,000 | as of: December 31, 2021 |
Total shares outstanding: | 0 | as of: December 31, 2021 |
Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of the preferred "a" stock are entitled to ten thousand to one voting and conversion rights. Holders of common stock do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefore. Holders of common stock have no pre-emptive rights to purchase the common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock The Issuer may issue additional shares of common stock which could dilute its current shareholder's share value.
On June 22, 2021 the Company increased its authorized common stock from 2,000,000,000 to 3,000,000,000 shares. In addition, the Company authorized 10,000 new shares of class B Preferred Stock having a Par Value of $0.0001 and a stated value of $100.00 per share, none of which are issued or outstanding.
Transfer Agent
Name: Action Stock Transfer Corporation
Address 1: 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121
OTC Markets Group Inc.
FERNHILL CORP. - ANNUAL REPORT AND DISCLOSURE STATEMENT -
December 31, 2021
Is the Transfer Agent registered under the Exchange Act?2 Yes:No:
3)Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:
Shares Outstanding as Second Most Recent Fiscal Year End: 12/31/2019 | Opening Balance: Common: 1,564,089,724 Preferred: 1,000,000 | *Right-click the rows below and select "Insert" to add rows as needed. | |||||||
Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Were the shares issued at a discount to market price at the time of issuance? (Yes/No) | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). | Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) | Restricted or Unrestricted as of this filing? | Exemption or Registration Type? |
4/08/2019 | Issuance | 90,000,000 | Common | $.0001 | No | Cedat Capital John Milardovic | Debt Conversion | Unrestricted | 144 Rule 144 4(a)(2) |
5/08/2019 | Issuance | 130,385,714 | Common | $.0001 | No | Tide Pool Todd Violette | Debt Conversion | Unrestricted | Rule 144 4(a)(2) |
7/01/2019 | Issuance | 5,000,000 | Common | $.0001 | No | James DiPrima | Compensation | Restricted | |
11/26/2019 | Issuance | 88,708,429 | Common | $.0001 | No | Mark Newbauer | Debt Conversion | Unrestricted | Rule 144 4(a)(2) |
2/10/2021 | Issuance | 110,000,000 | Common | $.0001 | No | Tidepool Ventures Todd Violette | Debt Conversion | Unrestricted | Rule 144 4(a)(2) |
3/9/2021 | Issuance | 110,639,664 | Common | $.0001 | No | Tidepool Ventures Todd Violette | Debt Conversion | Unrestricted | Rule 144 4(a)(2) |
5/14/2021 | Issuance | 110,000,000 | Common | $.0001 | No | Marc Lasky | Services | Restricted |
2 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc.
FERNHILL CORP. - ANNUAL REPORT AND DISCLOSURE STATEMENT -
December 31, 2021
5/14/2021 | Issuance | 10,000,000 | Common | $.0001 | No | Chris Kern | Services | Restricted | |
8/30/2021 | Issuance | 26,134,462 | Common | $.0001 | Yes | Tidepool Ventures Todd Violette | Debt Conversion | Unrestricted | Rule 144 4(a)(2) |
10/12/2021 | Issuance | 672,416 | Common | $.0001 | No | Nathanael Phillip Coonrod | Services | Restricted | |
10/14/2021 | Issuance | 2,725,176 | Common | $.0001 | No | Cedat Capital John Milardovic | Debt Conversion | Unrestricted | Rule 144 4(a)(2) |
12/10/2021 | Issuance | 15,474,091 | Common | $.0001 | No | Maxim Partners Clifford Teller | Services | Restricted | |
12/27/2021 | Issuance | 91,430,716 | Common | $.0001 | No | Ryan Kuiken | Acquisition | Restricted | |
12/27/2021 | Issuance | 91,430,716 | Common | $.0001 | No | Marc Deveaux | Acquisition | Restricted | |
12/27/2021 | Issuance | 29,493,780 | Common | $.0001 | No | Peter Bordes | Acquisition | Restricted | |
12/27/2021 | Issuance | 26,493,780 | Common | $.0001 | No | Trajectory Capital Peter Bordes | Acquisition | Restricted | |
12/27/2021 | Issuance | 14,746,890 | Common | $.0001 | No | Clayton D Cowdery Trust Clayton D Cowdery | Acquisition | Restricted | |
12/27/2021 | Issuance | 5,898,759 | Common | $.0001 | No | Patrick Egan | Acquisition | Restricted | |
12/27/2021 | Issuance | 2,949,378 | Common | $.0001 | No | Robert Caskran | Acquisition | Restricted | |
12/27/2021 | Issuance | 2,949,378 | Common | $.0001 | No | Richard A. Kuiken | Acquisition | Restricted | |
12/27/2021 | Issuance | 4,925,461 | Common | $.0001 | No | Richard Sethi | Acquisition | Restricted | |
12/27/2021 | Issuance | 2,949,378 | Common | $.0001 | No | Robert Moschella | Acquisition | Restricted | |
12/27/2021 | Issuance | 2,949,378 | Common | $.0001 | No | Taylor Joseph Ernster | Acquisition | Restricted | |
12/27/2021 | Issuance | 2,949,378 | Common | $.0001 | No | Massimiliano Viola | Acquisition | Restricted | |
12/27/2021 | Issuance | 2,949,378 | Common | $.0001 | No | Prestige Worldwide Michael Orecchio | Acquisition | Restricted | |
12/27/2021 | Issuance | 1,474,689 | Common | $.0001 | No | Nickolai Kravitz | Acquisition | Restricted | |
12/27/2021 | Issuance | 1,474,689 | Common | $.0001 | No | Shangwen Wang | Acquisition | Restricted | |
OTC Markets Group Inc.
FERNHILL CORP. - ANNUAL REPORT AND DISCLOSURE STATEMENT -
December 31, 2021
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Fernhill Corporation published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 21:55:08 UTC.