``Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Location Based Technologies, Inc.
7545 Irvine Center Dr. Ste. 200
Irvine, CA 92618
_______________________________
(866) 726-7543
www.locationbasedtech.comandwww.pocketfinder.com
service@pocketfinder.com
517919
QuarterlyReport
For the Period Ending: May 31, 2022
(the "Reporting Period")
As of May 31, 2022, the number of shares outstanding of our Common Stock was: 443,784,483.
As of Feb 28 2022, the number of shares outstanding of our Common Stock was: 368,197,656.
As of Aug 30, 2021, the number of shares outstanding of our Common Stock was: 368,197,656.
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: ☒
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: ☒ |
- Name and address(es) of the issuer and its predecessors (if any)
1 "Change in Control" shall mean any events resulting in:
- 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;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- 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
- 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.
LOCATION BASED TECHNOLOGIES, INC. - DISCLOSURE SCHEDULE
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.
Location Based Technologies, Inc. (formerly known as Springbank Resources, Inc.) (the "Company," "our," or "LBT") was incorporated under the laws of the State of Nevada on April 10, 2006.
Location Based Technologies, Corp. (formerly known as PocketFinder, Inc.) was incorporated under the laws of the State of California on September 16, 2005. On July 7, 2006, it established PocketFinder, LLC ("LLC"), a California Limited Liability Company. On May 29, 2007, PocketFinder, Inc. filed amended articles with the Secretary of State to change its name to Location Based Technologies, Corp.
Merger
On August 24, 2007, Location Based Technologies, Corp. merged with PocketFinder, LLC. The merger was approved by the shareholders of Location Based Technologies, Corp. and PocketFinder, LLC by unanimous written consent. Location Based Technologies, Corp. was the survivor of the merger with PocketFinder, LLC.
Each Class A Membership Unit of the LLC was converted into 150,000 shares of common stock of the Company or fraction thereof and each Class C Membership Unit of the LLC was cancelled. Upon consummation of the merger, 10.9 Class A Membership Units of the LLC were converted into 1,635,000 shares of common stock of the Company.
Stock Exchange Agreement
On October 11, 2007, Location Based Technologies, Corp. effected a stock exchange agreement and plan of reorganization (the "Agreement") with Springbank Resources, Inc. ("SRI") whereby SRI acquired all of the issued and outstanding shares of Location Based Technologies, Corp. in exchange for shares of SRI's common stock.
Subject to the terms and conditions of the Agreement, SRI issued, and the stockholders of Location Based Technologies, Corp. accepted 55,153,500 shares of SRI's common stock in consideration for all of the issued and outstanding shares of Location Based Technologies, Corp. The shares of SRI's common stock were allocated to the shareholders of Location Based Technologies, Corp. in accordance with the Agreement.
The former shareholders of Location Based Technologies, Corp. acquired control of SRI upon the closing of the stock exchange transaction. The exchange was accounted for as a reverse acquisition. Accordingly, for financial statement purposes, Location Based Technologies, Corp. was considered the accounting acquiror, and the related business combination was considered a recapitalization of Location Based Technologies, Corp. rather than an acquisition by SRI. The historical financial statements prior to the Agreement are those of Location Based Technologies, Corp., and the name of the consolidated company was changed to Location Based Technologies, Inc.
Consolidation Policy
The accompanying financial statements include the operations of the Company and its wholly owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation.
Stock Split
All share and per-share amounts in the accompanying financial statements, unless otherwise indicated, have been retroactively restated to reflect a 3 for 1 stock split approved by the Board in October 2008, as if the split had been in effect since inception.
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):
Nevada - active.
LOCATION BASED TECHNOLOGIES, INC. - DISCLOSURE SCHEDULE
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:
None
The address(es) of the issuer's principal executive office:
7545 Irvine Center Dr. Ste 200
Irvine, CA 92618
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 been in bankruptcy, receivership, or any similar proceeding in the past five years?
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:
2) | Security Information | ||
Trading symbol: | LBAS | ||
Exact title and class of securities outstanding: | Common Stock | ||
CUSIP: | 539573105 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 450,000,000 | as of date: July 10, 2015 | |
Total shares outstanding: | 443,784,483 | as of date: July 5, 2022 | |
Number of shares in the Public Float:2 | 169,647,842 | as of date: July 5 2022 | |
Total number of shareholders of record: | 165 | as of date: July 5, 2022 |
All additional class(es) of publicly traded securities (if any):
None
2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
LOCATION BASED TECHNOLOGIES, INC. - DISCLOSURE SCHEDULE
Trading symbol: | |||||
Exact title and class of securities outstanding: | |||||
CUSIP: | |||||
Par or stated value: | |||||
Total shares authorized: | as of date: | ||||
Total shares outstanding: | as of date: | ||||
Transfer Agent | |||||
Name: | Broadridge Financial Solutions, Inc. | ||||
Phone: (631)-257-4154 | |||||
Email: | Christina.Sotiriou@broadridge.com | ||||
Address: 2 Gateway Center| 283 -299Market Street, 15th Floor | Newark, NJ 07102 | |||||
Is the Transfer Agent registered under the Exchange Act? 3 Yes: ☒ | No: ☐ |
- 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.
- 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 of Second | ||||||||||
Most Recent Fiscal Year End: | *Right-click the rows below and select "Insert" to add rows as needed. | |||||||||
Opening | ||||||||||
Balance | ||||||||||
Date September 1, 2020 | ||||||||||
Common: 368,197,656 | ||||||||||
Preferred: 0 | ||||||||||
Date of | Transactio | Number | Class of | Value of | Were the | Individual/ | Reason for | Restricted | Exemption | |
Transaction | n type (e.g. | of Shares | Securities | shares | shares | Entity Shares | share issuance | or | or | |
new | Issued (or | issued | issued at | were issued to | (e.g. for cash | Unrestricte | Registratio | |||
issuance, | cancelled) | ($/per | a | (entities must | or debt | d as of this | n Type. | |||
cancellation | discount | have | conversion) | filing. | ||||||
, shares | to market | individual with | -OR- | |||||||
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
LOCATION BASED TECHNOLOGIES, INC. - DISCLOSURE SCHEDULE
returned to | share) at | price at | voting / | Nature of | |||||
treasury) | Issuance | the time | investment | Services | |||||
of | control | Provided | |||||||
issuance? | disclosed). | ||||||||
(Yes/No) | |||||||||
May 24 | New | 4750000 | Commo | $0.02 | No | Desiree | Debt & Bd | Restricted | Rule 144 |
2022 | n | Mejia | Service | ||||||
May 24 | New | 325000 | Commo | $0.02 | No | David Morse | Bd Awarded | Restricted | Rule 144 |
2022 | n | Sr. | Compensati | ||||||
on | |||||||||
May 24 | New | 2511827 | Commo | $0.02 | No | David Morse | Debt & | Restricted | Rule 144 |
2022 | n | Jr. | Performance | ||||||
May 24 | New | 3919875 | Commo | $0.05 | No | Atlantic | Secured | Restricted | Rule 144 |
2022 | n | Capital | Debt | ||||||
Partners | Conversion | ||||||||
May 24 | New | 7839750 | Commo | $0.05 | No | Bridge | Secured | Restricted | Rule 144 |
2022 | n | Loans LLC | Debt | ||||||
Conversion | |||||||||
May 24 | New | 940770 | Commo | $0.05 | No | Chuck Smith | Secured | Restricted | Rule 144 |
2022 | n | Debt | |||||||
Conversion | |||||||||
May 24 | New | 3527888 | Commo | $0.05 | No | ECPC | Secured | Restricted | Rule 144 |
2022 | n | Capital II | Debt | ||||||
LLC | Conversion | ||||||||
May 24 | New | 1175963 | Commo | $0.05 | No | Mark Evans | Secured | Restricted | Rule 144 |
2022 | n | Debt | |||||||
Conversion | |||||||||
May 24 | New | 2855467 | Commo | $0.05 | No | Greggory | Secured | Restricted | Rule 144 |
2022 | 4 | n | Haugen | Debt | |||||
Conversion | |||||||||
May 24 | New | 1175962 | Commo | $0.05 | No | RBC Capital | Secured | Restricted | Rule 144 |
2022 | 5 | n | Markets | Debt | |||||
LLC | Conversion | ||||||||
May 24 | New | 2743913 | Commo | $0.05 | No | Jeffrey Leu | Secured | Restricted | Rule 144 |
2022 | n | Debt | |||||||
Conversion | |||||||||
LOCATION BASED TECHNOLOGIES, INC. - DISCLOSURE SCHEDULE |
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Location Based Technologies Inc. published this content on 14 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2022 02:03:04 UTC.