Osceola Gold : Amended Annual Disclosure Statement

March 24, 2022 at 05:18 pm EDT

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.

Securities

Shares were

issuance (e.g. for

Unrestricted

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)

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

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

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

Robert

Debt

Unrestricted

Issuance

Schwalm

Conversion

2/9/17

New

33,333

Common

$0.30

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

Conversion

4/21/17

New

1,250,00

Common

$0.01

Yes

Patricia Baresse

Debt

Unrestricted

Issuance

Conversion

4/25/17

New

1,000,00

Common

$0.01

Yes

James McHenry

Debt

Unrestricted

Issuance

Conversion

4/25/17

New

1,000,00

Common

$0.01

Yes

Myron Cupp

Debt

Unrestricted

Issuance

Conversion

4/26/17

New

2,000,00

Common

$0.01

Yes

Ashok & Parul

Debt

Unrestricted

Issuance

Shah

Conversion

4/28/17

New

1,000,00

Common

$0.01

Yes

Michael Evans

Debt

Unrestricted

Issuance

Conversion

5/11/17

New

2,000,00

Common

$0.01

Yes

Ashok & Parul

Debt

Unrestricted

Issuance

Shah

Conversion

5/12/17

New

1,000,00

Common

$0.01

Yes

Paul & Sandra

Debt

Unrestricted

Issuance

Appel

Conversion

6/1/17

New

2,500,00

Common

$0.01

Yes

Brent Watson

Debt

Unrestricted

Issuance

Conversion

6/2/17

New

1,000,00

Common

$0.01

Yes

James McHenry

Debt

Unrestricted

Issuance

Conversion

6/14/17

New

5,000,00

Common

$0.01

YES

David Rumbold

Private

Unrestricted

Issuance

Placement

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (December 31, 2021)	Page 5 of 14

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Disclaimer

Osceola Gold Inc. published this content on 24 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2022 21:16:51 UTC.

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Osceola Gold, Inc.

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Osceola Gold : Amended Annual Disclosure Statement

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2023	Osceola Gold, Inc. announced that it has received $2 million in funding	CI
2017	PhyHealth has Changed its Name to Osceola Gold Inc	CI