HOUSE OF JANE, INC. Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
HOUSE OF JANE INC.
a Nevada corporation
1 North 1st Street, Suite 654
Phoenix, AZ 85004
Telephone: (602) 688-9981
Website: www.hojinc.com
SIC Code: 5149
Quarterly Report
For the period ending May 31, 2022
(the "Reporting Period")
As of May 31, 2022 (Current Reporting Date), the number of shares outstanding of our Common Stock was: 11,031,895.
As of February 28, 2022 (Prior Reporting Period End), the number of shares outstanding of our Common Stock was: 11,031,895.
As of November 30, 2021 (Most Recent Completed Fiscal Year End), the number of shares outstanding of our Common Stock was: 11,031,895.
Indicate by a 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 X |
Indicate by a check mark whether Issuer's shell status has changed since the previous reporting period:
Yes: No X
Indicate by a check mark whether a change in control has occurred over the reporting period:
Yes: No X
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Quarterly Report for the period ending May 31, 2022
Page 1 of 10
- Name of the Issuer and its predecessors (if any)
The current name of the issuer any names used by predecessor entities, along with the dates of the name changes:
House of Jane Inc., January 9, 2019. Predecessor: VT Business Products, Inc., September 3, 2004 (date of inception) until January 9, 2019. Plan of Domestication filed January 9, 2019 to change domicile from Arizona to Nevada and change name from VT Business Products, Inc. to House of Jane Inc.
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:
Issuer: Nevada corporation, January 9, 2019. Registration No. 20190011310-98. In Good
Standing. Predecessor: Arizona corporation, September 3, 2004 (date of inception) until January 9, 2019. Registration No. 1152198-9. Merged out pursuant to Plan of Domestication filed January 9, 2019.
Has the Issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ |
- Security Information
Common stock. Common stock is the only class of publicly traded securities of Issuer:
Trading symbol: HOJI
Exact title and class of securities outstanding: Common
CUSIP: 44177J 202
Par or stated value: $.001 per share
Total shares authorized: 190,000,000 as of January 9, 2019 to present.
Total shares outstanding: 11,031,895 as of July 19, 2022.
Number of shares in the Public Float: 1,702,200 as of July 19, 2022.
Total number of shareholders of record: 283 as of July 19, 2022.
Preferred stock. Issuer's authorized capital also provides for 10,000,000 shares undesignated preferred stock, $.001 par value per share. The board of directors, in its sole discretion, may establish par value, divide the shares of preferred stock into series, and fix and determine the dividend rate, designations, preferences, privileges, and ratify the powers, if any, and determine the restrictions and qualifications of any series of preferred stock as established.
Trading symbol: N/A
Exact title and class of securities outstanding: Preferred
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Quarterly Report for the period ending May 31, 2022
Page 2 of 10
CUSIP: N/A
Par or stated value: $.001 per share
Total shares authorized: 10,000,000 as of January 9, 2019 to present.
Total shares outstanding: -0- as of July 19, 2022.
Common stock purchase warrants. Issuer has six series of common stock purchase warrants outstanding, Series A through F, allowing holders to purchase additional shares of common stock (the "Plan Warrants"). Each Plan Warrant provides for the purchase of one share of common stock and is callable at any time by Issuer for a price of $.0002 per warrant. The board of directors can extend the expiration date of the Plan Warrants or reduce the exercise price of any Plan Warrant on a temporary or permanent basis.
Trading symbol: N/A
Exact title and class of securities outstanding: Series A Warrant
CUSIP: 44177J 129
Exercise price: $4.00 per share
Total Series A Warrants outstanding: 2,923,743 as of July 19, 2022
Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series B Warrant
CUSIP: 44177J 137
Exercise price: $4.00 per share
Total Series B Warrants outstanding: 4,211,782 as of July 19, 2022
Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series C Warrant
CUSIP: 44177J 145
Exercise price: $6.00 per share
Total Series C Warrants outstanding: 4,211,782 as of July 19, 2022
Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series D Warrant
CUSIP: 44177J 152
Exercise price: $6.00 per share
Total Series D Warrants outstanding: 4,211,782 as of July 19, 2022
Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series E Warrant
CUSIP: 44177J 160
Exercise price: $8.00 per share
Total Series E Warrants outstanding: 4,211,782 as of July 19, 2022
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Quarterly Report for the period ending May 31, 2022
Page 3 of 10
Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series F Warrant
CUSIP: 44177J 178
Exercise price: $8.00 per share
Total Series F Warrants outstanding: 4,211,782 as of July 19, 2022
Expiration date: August 31, 2022
Transfer agent - Common stock
Nevada Agency and Transfer Company Tiffany Baxter
50 West Liberty Street, Suite 880 Reno, NV 89501 stocktransfer@natco.com
Is the Transfer Agent registered under the Exchange Act?
Yes: ☒No: ☐
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:
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:
None
- Issuance History
- 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: ☐
See Attachment 3.A.
- Debt Securities, Including Promissory and Convertible Notes
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
See Attachment 3.B.
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Quarterly Report for the period ending May 31, 2022
Page 4 of 10
- Financial Statements
- The following financial statements were prepared in accordance with:
☒ U.S. GAAP ☐ IFRS
-
The financial statements for this reporting period were prepared by (name of individual):
Name: Lanny R Lang
Title: CFO
Relationship to Issuer: CFO, >5% owner
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
- Balance sheet;
- Statement of income;
- Statement of cash flows;
- Statement of Changes in Shareholders' Equity
- Financial notes; and
- Audit letter, if audited
Financial statements are incorporated by reference, as follows:
- Quarterly Financial Statements for the six months ended May 31, 2022 and 2021 (unaudited). Posted to the OTCIQ on July 19, 2022.
- Issuer's Business, Products and Services
- Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")
House of Jane Inc. ("Issuer"), operates through two wholly owned operating subsidiaries; Jane's Brew, LLC and HOJI, LLC.
Jane's Brew, LLC ("JBLLC"). Through JBLLC, Issuer manufactures, sells and distributes a line of beverages infused with cannabinoids derived from federally legal hemp. Since industrial hemp became legal on the federal government level under the 2018 Farm Bill, consumer interest in the potential health benefits of cannabinoids has increased dramatically. The Jane's Brew® line of consumer-packaged dry goods and beverage products provide a convenient way for consumers to purchase and enjoy the benefits of federally legal cannabinoids through the consumption of coffees, botanical teas and other hot and cold beverages. JBLLC sources high-quality, federally legal cannabinoids from HOJI for use in its
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Quarterly Report for the period ending May 31, 2022
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House of Jane Inc. published this content on 19 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 July 2022 00:53:04 UTC.
