SUPERBOX, INC.
A Nevada corporation 122 East 42nd Street
Suite 2005
New York, NY 10168
Telephone: 305-908-3438
Website: none Email:info@margaretta.bizPrimary SIC code: 6719
Annual Report
For the year ended January 31, 2022
(the "Reporting Period")
As of January 31, 2022, the number of shares outstanding of our Common Stock was: 37,869,999.
As of October 31, 2021, the number of shares outstanding of our Common Stock was: 37,869,999.
As of January 31, 2021, the number of shares outstanding of our Common Stock was: 37,869,999.
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 Control5 of the company has occurred over this reporting period:
Yes: No: x
5 "Change in Control" shall mean any events resulting in:
(i) 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;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
(iii) 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
(iv) 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 Pink Basic Disclosure Guidelines (v3 February 2021)
1)Name of the Issuer and its Predecessors (if any)
The current name of the issuer is Superbox, Inc. since August 17, 2011. The issuer has been incorporated in Nevada since July 22, 1996.
Predecessors | Date of Name Change | State of incorporation |
CURV Entertainment Group, Inc. | November 14, 2007 | Nevada |
IAMG Holdings, Inc. | April 27, 2000 | Nevada |
Home/Office Express, Inc. | January 12, 1999 | Nevada |
Green Dolphin Systems Corp. | September 2, 1999 | Nevada |
Telequipment Inc. | July 22, 1996 | Nevada |
The issuer has an active standing with the state of Nevada.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors.
None
Describe any trading suspension orders issued by the SEC in the past 12 Months: None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either anticipated or that occurred within the past 12 months: None
The address of the issuer's principal executive office:
122 East 42nd Street
Suite 2005
New York, NY 10168
The address of the issuer's principal place of business:
Check box if principal executive office and the principal place of business are the same address x
Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any proceeding in the past five years: Yes: ___ No: x
2)Security Information
Trading Symbol: SBOX
Exact title and class of securities outstanding: common
CUSIP: 86804X104
Par Value: $0.001
Total Shares Authorized: 100,000,000 as of January 31, 2022
Total Shares Issued and Outstanding: 37,869,999 as of January 31, 2022
Number of shares in the Public Float6: 37,869,999 as of January 31, 2022
Total number of shareholders of record: 182 as of January 31, 2022
All additional class(es) of publicly traded securities (if any)
None
Transfer Agent
Pacific Stock Transfer Company 6725 Via Austi Pkwy, Unit 300 Las Vegas, NV 89119 800-785-7782
Is the Transfer Agent registered under the Exchange Act? 7. Yes: x No. ___.
3)Issuance History
A.
Changes to the number of Outstanding SharesCheck this box to indicate there were no changes to the number of outstanding shares within the past two fiscal years and any subsequent periods: ☒
6 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
7 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Number of Shares outstanding as of January 31, 2020 | Opening Balance: Common: 37,869,999 Series A Preferred: 0 | ||||||||
Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Were the shares issued at a discount to market price at the time of issuance? (Yes/No) | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). | Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) | Restricted or Unrestricted as of this filing? | Exemption or Registration Type? |
4/27/20 | New Issuance | 5,000,000 | Series A Preferred | $.001 | No | Custodian Ventures, LLC, David Lazar, manager | Cash | Restricted | 4(a)(2) |
Shares Outstanding on January 31, 2022: | Ending Balance: Common: 37,869,999 Series A Preferred: 5,000,000 |
Exemption or
B.
Debt Securities, Including Promissory and Convertible Notes
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
Date of Note Issuance | Outstanding Balance ($) | Principal Amount at Issuance ($) | Interest Accrued ($) | Maturity Date | Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) | Name of Noteholder (entities must have individual with voting / investment control disclosed). | Reason for Issuance (e.g. Loan, Services, etc.) |
various | 42,374 | 42,374 | 0 | None | None | Suneel Sawant | Working capital |
4)Financial Statements
A. The following financial statements were prepared in accordance with U.S. GAAP.
B. The financial statements for this reporting period were prepared by David Natan8:
Name: David Natan
Title: Accountant
Relationship to Issuer: None
Provide the financial statements described below for the most recent fiscal year end or quarter end. For the initial disclosure statement (qualifying for Current Information for the first time) please provide reports for the two previous fiscal years and any interim periods.
C. Balance sheet;
D. Statement of income;
E. Statement of cash flows;
F. Statement of Changes in Shareholders' Equity
G. Financial notes; and
H. Audit Letter, if Audited
The required financial statements are incorporated by reference to:
Annual Report - Financial Statements, period end date - January 31, 2022 posted to OTCIQ on April 28, 2022
8 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
5)Issuer's Business, Products or Services
A. The issuer's business, products or services are the development, production and marketing of innovative technologies and solutions.
B. The issuer does not have any subsidiaries, parents, or affiliated companies.
C. The issuers' principal products or services are described in A above.
6)Issuers' Facilities
The issuer's facilities are located at 122 East 42nd Street, Suite 2005, New York, NY 10168. The facilities are provided free of charge from an officer and director of the issuer.
7)Officers, Directors and Control Person or Persons
Name of Officer/Director or Control Person | Affiliation with Company (e.g. Officer/Director/Owner of more than 5%) | Residential Address (City / State Only) | Number of shares owned | Share type/class | Ownership Percentage of Class Outstanding | Note |
Andrea Piazzoli | Director, President and Owner (30%) | Paradiso, Ticino, Switzerland | 1,500,000 | Preferred Series A | 30% | Restricted |
Enrico Carlo Fumagalli | Control Person, Owner (30%) | Paradiso, Ticino, Switzerland | 1,500,000 | Preferred Series A | 30% | Restricted |
Giovanni Alfano | Director, Chief Operating Officer | Luino, Italy | 150,000 | Preferred Series A | 3% | Restricted |
Claudio Mirella | Director, Treasurer, Owner (10%) | Ottawa, Ontario, Canada | 500,000 | Preferred Series A | 10% | Restricted |
Hugo Winkler | Company Secretary | London, England, U.K. | -- | NA | -- | -- |
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SuperBox Inc. published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 16:02:11 UTC.