MCAP : Quarterly Report - MCAP Q2 2022

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

MCAP Inc.

390 N. Orange Avenue,28th Floor

Orlando, FL 32801

1. 205-1860
   www.mcaptech.com
   [e-mail]
   SIC Code:7371

Quarterly Report

For the Period Ending: June 30, 2022

(the "Reporting Period")

As of June 30, 2022, the number of shares outstanding of our Common Stock was: 23,239,938.

As of March 31, 2022, the number of shares outstanding of our Common Stock was: 23,239,938.

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 23,239,938.

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: X

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: X

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: X

1 "Change in Control" shall mean any events resulting in:

1. 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;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. 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
4. 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.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 1 of 24

1. Name and address(es) 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.

Current Name of Issuer: MCAP Inc.("MCAP")

Name Used by Predecessor Entity: MetaCap Inc.

Date of Name Change: February 18, 2022

Name(s) Used by Predecessor Entity: (i) Mango Capital Inc. until October 4, 2021; (ii) MangoSoft, Inc. until January 25, 2011 (iii) First American Clock Co. ("First American") incorporated under the laws of the State of Nevada on May 17, 1995.

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):

Incorporated and registered in the State of Nevada - Current Standing 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:

On November 10, 2021, the Company implemented a reverse split, issuing one share of MCAP stock for every 200 shares of MetaCap Inc. stock. No fractional shares were issued. If the reverse stock split calculation resulted in the issuance of fractional share to a shareholder, the issuance for such shareholder was rounded up to the next whole share. Shares held in "street name" through a broker, bank or other nominee were treated identically as shares held by registered holders.

The address(es) of the issuer's principal executive office: 390 N. Orange Avenue, 28th Floor, Orlando, FL 32801

The address(es) of the issuer's principal place of business: 390 N. Orange Avenue, 28th Floor, Orlando, FL 32801

Check box if principal executive office and principal place of business are the same address: x

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: X

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

Not Applicable.

OTC Markets Group Inc.
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1. Security Information

Trading symbol: MCAP

Exact title and class of securities outstanding: Common Stock of MCAP Inc.

CUSIP:	562694208
Par or stated value:	$0.001
Total shares authorized:	250,000,000	as of date: June 30, 2022
Total shares outstanding:	23,239,938	as of date: June 30, 2022
Number of shares in the Public Float2:	4,753,200	as of date: June 30, 2022
Total number of shareholders of record:	588	as of date: June 30, 2022

All additional class(es) of publicly traded securities (if any): None.

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:	Computershare Investor Services
Phone:	[phone]
Email:	[e-mail]
Address:	480 Washington Boulevard, 26th Floor, Jersey City, NJ 07310
Is the Transfer Agent registered under the Exchange Act?3 Yes: X	No: ☐

1. "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.
2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 3 of 24

1. 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.

1. 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	Common:
Dec 31, 2020	124,192,957
	Preferred: N/A
						Were the
						shares		Reason for
						issued at	Individual/ Entity	share
	Transaction type				Value of	a	issuance (e.g.
				Shares were issued	Restricted
	(e.g., new				shares	discount	for cash or
	Number of			to (entities must	or		Exemption or
Date of	issuance,		Class of	issued	to market	debt
Shares Issued		have individual	Unrestricted		Registration
Transaction	cancellation,		Securities	($/per	price at	conversion)
(or cancelled)		with voting /	as of this		Type.
	shares returned			share) at	the time	-OR-
				investment control	filing.
	to treasury)				Issuance	of	Nature of
				disclosed).
						issuance	Services
						?		Provided
						(Yes/No)
							MSH	Residential
7/12/2020	New Issuance	1,800,000		Common	$0.01	No	Investments	Restricted		Exempt
	Land
							[Note 1]
							Desert
7/12/2020	New Issuance	1,200,000		Common	$0.01	No	Mountain Land	Residential	Restricted		Exempt
	Holdings, LLC	Land
							[Note 2]
							Mir Hyder Ali
7/12/20	New Issuance	300,000		Common	$0.01	No	and Afshan	Consulting	Restricted		Exempt
							Khan
7/12/20	New Issuance	500,000		Common	$0.01	No	Charles K.	Consulting	Restricted		Exempt
	Montecino
3/31/21	New Issuance	500,000		Common	$0.01	No	Charles K.	Accounting	Restricted		Exempt
	Montecino
3/31/21	New Issuance	200,000		Common	$0.01	No	Lex Latkovski	Consulting	Restricted		Exempt
3/31/21	New Issuance	100,000		Common	$0.01	No	Marissa	Consulting	Restricted		Exempt
	Josephick
3/31/21	New Issuance	50,000		Common	$0.01	No	James	Consulting	Restricted		Exempt
	Josephick
3/31/21	New Issuance	50,000		Common	$0.01	No	Benjamin	Consulting	Restricted		Exempt
	Josephick
3/31/21	New Issuance	50,000		Common	$0.01	No	Beckham	Consulting	Restricted		Exempt
	Josephick
3/31/21	New Issuance	100,000		Common	$0.01	No	Peter J. Bradian	Consulting	Restricted		Exempt
3/31/21	New Issuance	200,000		Common	$0.01	No	Gianna	Consulting	Restricted		Exempt
	McMaster
3/31/21	New Issuance	500,000		Common	$0.01	No	Marcella Brean	Consulting	Restricted		Exempt
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)				Page 4 of 24

3/31/21	New Issuance	50,000	Common	$0.01	No	Megan	Consulting	Restricted	Exempt
Ragonese
3/31/21	New Issuance	350,000	Common	$0.01	No	John Jacobs	Consulting	Restricted	Exempt
3/31/21	New Issuance	250,000	Common	$0.01	No	Brooke Pagano	Consulting	Restricted	Exempt
3/31/21	New Issuance	500,000	Common	$0.01	No	Charles K.	Accounting	Restricted	Exempt
Montecino
5/6/2021	Cancellation	-1,000,000	Common	$0.01	No	Peter J. Bradian	Consulting	Restricted	Exempt
5/6/2021	New Issuance	100,000	Common	$0.01	No	Gianna	Consulting	Restricted	Exempt
McMaster
5/6/2021	New Issuance	100,000	Common	$0.01	No	Megan	Consulting	Restricted	Exempt
Ragonese
5/6/2021	New Issuance	100,000	Common	$0.01	No	Brooke Pagano	Consulting	Restricted	Exempt
8/6/2021	New Issuance	1,000,000	Common	$0.01	No	Peter J. Bradian	Consulting	Restricted	Exempt
8/6/2021	New Issuance	25,000	Common	$0.01	No	Gianna	Consulting	Restricted	Exempt
McMaster
8/6/2021	New Issuance	100,000	Common	$0.01	No	Megan	Consulting	Restricted	Exempt
Ragonese
8/6/2021	New Issuance	25,000	Common	$0.01	No	Brooke Pagano	Consulting	Restricted	Exempt
8/6/2021	New Issuance	80,000	Common	$0.01	No	Diane Bowers	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Kimberly Yerkey	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Roger Yerkey	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Justin Wilcox	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Daniel Wilcox	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Brittany Bowers	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Thomas	Consulting	Restricted	Exempt
Bowers, Jr.
8/6/2021	New Issuance	10,000	Common	$0.01	No	Kelsey	Consulting	Restricted	Exempt
Thompson
8/6/2021	New Issuance	10,000	Common	$0.01	No	Willow Elise	Consulting	Restricted	Exempt
Bowers
8/6/2021	New Issuance	10,000	Common	$0.01	No	Eric Crumb	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Jennifer Crumb	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Celeste Crumb	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Noah Crumb	Consulting	Restricted	Exempt
8/6/2021	New Issuance	10,000	Common	$0.01	No	Lilah Crumb	Consulting	Restricted	Exempt
8/6/2021	New Issuance	200,000	Common	$0.01	No	Marcella Brean	Consulting	Restricted	Exempt
8/6/2021	New Issuance	150,000	Common	$0.01	No	Sarah Boldin	Consulting	Restricted	Exempt
8/6/2021	New Issuance	150,000	Common	$0.01	No	Daniel H. Brean	Consulting	Restricted	Exempt
8/6/2021	New Issuance	25,000	Common	$0.01	No	Shaye Marie	Consulting	Restricted	Exempt
Atwood
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)				Page 5 of 24