1.
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Osceola Gold Inc., f/k/a PhyHealth Corporation
A Delaware Corporation
Office Address
203 Three Springs Dr. Suite 3
Weirton, WV 26062
Mine Site Address
HC 64
Box 64545
County Road 39
Ely, NV 89301
_______________________________
740-275-7804
Osceolagoldinc.com
oseolagoldinc@gmail.com SIC # 1041 - Gold Ores
Annual Disclosure 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:
297,264,288
As of September 30, 2021, the number of shares outstanding of our Common Stock was:
297,264,288
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
297,264,288
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:
1 "Change in Control" shall mean any events resulting in:
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (December 31, 2021) | Page 1 of 14 |
Yes: ☐ | No: ☒ |
- 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.
Osceola Gold Inc. f/k/a/ PhyHealth Corporation - Name changed February 2016
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):
Delaware- Active
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
N/A
The address(es) of the issuer's principal executive office:
203 Three Springs Dr. Suite #3
Weirton, WV 26062
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: ☐
HC64
Box 64545
County Road 39
Ely, NV 89301
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ |
- 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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (December 31, 2021) | Page 2 of 14 |
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: | OSCI | ||||
Exact title and class of securities outstanding: | Common Stock | ||||
CUSIP: | 68804P109 | ||||
Par or stated value: | $0.0001 | ||||
Total shares authorized: | 298,000,000 as of date: December 31, 2021 | ||||
Total shares outstanding: | 297,264,288 | as of date: December 31, 2021 | |||
Number of shares in the Public Float2: | 735,712 | as of date: December 31, 2021 | |||
Total number of shareholders of record: | 144 | as of date: December 31, 2021 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | OSCI | ||||
Exact title and class of securities outstanding: | Series A Preferred Stock | ||||
CUSIP: | 68804P109 | ||||
Par or stated value: | $0.0001 | ||||
Total shares authorized: | 1,000,000 | as of date: December 31, 2021 | |||
Total shares outstanding: | 247,039 | as of date: December 31, 2021 | |||
Trading symbol: | OSCI | ||||
Exact title and class of securities outstanding: | Series B Preferred Stock | ||||
CUSIP: | 68804P109 | ||||
Par or stated value: | $0.0001 | ||||
Total shares authorized: | 1,000,000 | as of date: December 31, 2021 | |||
Total shares outstanding: | 0 | as of date: December 31, 2021 | |||
Transfer Agent | |||||
Name: | Issuer Direct/Direct Transfer | ||||
Phone: | 919-481-4000 | ||||
Email: | info@issuerdirect.com | ||||
Address: 1 Glenwood Ave, Suite 1001, Raleigh, NC 27603 | |||||
Is the Transfer Agent registered under the Exchange Act?3 | Yes: ☒ | No: ☐ |
- Issuance History
- "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.
- 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 (December 31, 2021) | Page 3 of 14 |
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 January 1, 2017 | Common: 295,613,836 | ||||||||||||||
Preferred A: 247,039 | |||||||||||||||
Preferred B: 0 | |||||||||||||||
Date of | Transactio | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption | ||||||
Transaction | n type (e.g. | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or | ||||||
new | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | ||||||||
issuance, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | ||||||||
cancellatio | share) at | to market | have individual | -OR- | |||||||||||
n, shares | Issuance | price at | with voting / | Nature of | |||||||||||
returned to | the time | investment | Services | ||||||||||||
treasury) | of | control | Provided | ||||||||||||
issuance? | disclosed). | ||||||||||||||
(Yes/No) | |||||||||||||||
1/2/17 | New | 400,000 | Common | $0.30 | Yes | Elizabeth | Debt | Unrestricted | |||||||
Issuance | James | Conversion | |||||||||||||
1/2/17 | New | 150,000 | Common | $0.30 | Yes | John Henry | Debt | Unrestricted | |||||||
Issuance | Conversion | ||||||||||||||
1/2/17 | New | 166,667 | Common | $0.30 | Yes | Joseph Simone | Debt | Unrestricted | |||||||
Issuance | Conversion | ||||||||||||||
1/3/17 | New | 500,000 | Common | $0.05 | Yes | Frank Mirabella | Debt | Unrestricted | |||||||
Issuance | Conversion | ||||||||||||||
1/3/17 | New | 500,000 | Common | $0.05 | Yes | David Polos | Debt | Unrestricted | |||||||
Issuance | Conversion | ||||||||||||||
1/3/17 | New | 200,000 | Common | $0.03 | Yes | Ultimate | Debt | Unrestricted | |||||||
Issuance | Investment, LLC | Conversion | |||||||||||||
Mike Ptrocelli | |||||||||||||||
1/4/17 | New | 1,000,00 | Common | $0.05 | Yes | Wylde, LLC | Debt | Unrestricted | |||||||
Issuance | 0 | Christopher | Conversion | ||||||||||||
Wiggins | |||||||||||||||
1/6/17 | New | 250,000 | Common | $0.02 | Yes | Joseph Falco | Debt | Unrestricted | |||||||
Issuance | Conversion | ||||||||||||||
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (December 31, 2021) | Page 4 of 14 |
1/6/17 | New | 1,000,00 | Common | $0.05 | Yes | Union Square | Debt | Unrestricted | ||||
Issuance | 0 | Energy Advisors | Conversion | |||||||||
Unlimited | ||||||||||||
Ross DiMaggio | ||||||||||||
1/9/17 | New | 500,000 | Common | $0.05 | Yes | Stanley | Debt | Unrestricted | ||||
Issuance | Goldstein | Conversion | ||||||||||
1/10/17 | New | 500,000 | Common | $0.05 | Yes | Corey Allen | Debt | Unrestricted | ||||
Issuance | Lambrecht | Conversion | ||||||||||
1/29/17 | New | 640,000 | Common | $0.05 | Yes | Stanley | Debt | Unrestricted | ||||
Issuance | Goldstein | Conversion | ||||||||||
2/3/17 | New | 28,571 | Common | $0.35 | No | Robert | Debt | Unrestricted | ||||
Issuance | Schwalm | Conversion | ||||||||||
2/9/17 | New | 33,333 | Common | $0.30 | No | James McHenry | Debt | Unrestricted | ||||
Issuance | Conversion | |||||||||||
3/8/17 | New | 287,270 | Common | $0.02 | Yes | Eric Goldstein | Debt | Unrestricted | ||||
Issuance | Conversion | |||||||||||
3/8/17 | New | 1,008,52 | Common | $0.02 | Yes | Eric Goldstein | Debt | Unrestricted | ||||
Issuance | 1 | Conversion | ||||||||||
4/21/17 | New | 1,250,00 | Common | $0.01 | Yes | Patricia Baresse | Debt | Unrestricted | ||||
Issuance | 0 | Conversion | ||||||||||
4/25/17 | New | 1,000,00 | Common | $0.01 | Yes | James McHenry | Debt | Unrestricted | ||||
Issuance | 0 | Conversion | ||||||||||
4/25/17 | New | 1,000,00 | Common | $0.01 | Yes | Myron Cupp | Debt | Unrestricted | ||||
Issuance | 0 | Conversion | ||||||||||
4/26/17 | New | 2,000,00 | Common | $0.01 | Yes | Ashok & Parul | Debt | Unrestricted | ||||
Issuance | 0 | Shah | Conversion | |||||||||
4/28/17 | New | 1,000,00 | Common | $0.01 | Yes | Michael Evans | Debt | Unrestricted | ||||
Issuance | 0 | Conversion | ||||||||||
5/11/17 | New | 2,000,00 | Common | $0.01 | Yes | Ashok & Parul | Debt | Unrestricted | ||||
Issuance | 0 | Shah | Conversion | |||||||||
5/12/17 | New | 1,000,00 | Common | $0.01 | Yes | Paul & Sandra | Debt | Unrestricted | ||||
Issuance | 0 | Appel | Conversion | |||||||||
6/1/17 | New | 2,500,00 | Common | $0.01 | Yes | Brent Watson | Debt | Unrestricted | ||||
Issuance | 0 | Conversion | ||||||||||
6/2/17 | New | 1,000,00 | Common | $0.01 | Yes | James McHenry | Debt | Unrestricted | ||||
Issuance | 0 | Conversion | ||||||||||
6/14/17 | New | 5,000,00 | Common | $0.01 | YES | David Rumbold | Private | Unrestricted | ||||
Issuance | 0 | Placement | ||||||||||
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (December 31, 2021) | Page 5 of 14 |
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Osceola Gold Inc. published this content on 15 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2022 15:41:06 UTC.