Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Viper Networks, Inc.
P.O. Box 4905
Troy, MI 48099 _______________________________
(248) 724-1300www.vipernetworks.comir@vipernetworks.com7899
Amended Annual Report For the Period Ending: 12.31.21
(the "Reporting Period")
EXPLANATORY NOTE
This Amendment is being filed to amend the Annual Report for the year ended December 31, 2021, filed by Viper Networks, Inc. (the "Company") on March 28, 2022 (the "Original Filing"). The sole purpose of this Amendment is to correct an erroneous number included in the unaudited statement of operation for the year ended December 31, 2020, and to include a director in Section 7, who was inadvertently left off of the prior filing of this report.
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 5,468,852,781
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,458,852,781
As of December 31, 2020, the number of shares outstanding of our Common Stock was: 5,928,852,781
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: ☒
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.
Tinglefoot Mining, Inc. from February 28, 1983 - February 26, 1996 Baja Pacific International, Inc. from February 26, 1996 - October 7, 1998 Taig Ventures, Inc., from October 7, 1998 - September 14, 2000
Viper Networks, Inc. from September 14, 2000 - Present
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 in the State of Utah on February 28, 1983
Redomiciled to Nevada in May 2005.
The Issuer is currently active in the State of Nevada.
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 September 13, 2021, the Board of Directors of the Company approved a reverse split of the Corporation's issued and outstanding common stock whereby each two hundred (200) shares of common stock will be converted into one (1) share of common stock. The reverse split was approved by a majority of the Company's shareholders on September 15, 2021. On October 20, 2021, the Board of Directors unanimously cancelled the approval of the reverse split
The address(es) of the issuer's principal executive office:
P.O. Box 4905
Troy, MI 48099
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: ☒
N/A
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:
1 "Change in Control" shall mean any events resulting in:
N/A
2)Security Information
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized: Total shares outstanding:
Number of shares in the Public Float: Total number of shareholders of record:VPER Common Stock 92762R105 $0.00001
100,000,000 (*) as of date: 12.31.21 5,468,852,781 as of date: 12.31.21 5,092,010,693 as of date: 12.31.21 330 as of date: 12.31.21
(*) On September 13, 2021, the Board of Directors approved a 200 to 1 reverse split of the Company's issued and outstanding common stock and approved the decrease of the total authorized shares of Common Stock to 100,000,000 shares. On September 15, 2021, a majority of the issued and outstanding shares of Common Stock approved the reverse split and the decrease of the number of authorized shares of Common Stock to 100,000,000 shares. On October 20, 2021, the Board of Directors unanimously cancelled the approval of the reverse split. On February 2, 2022, the Company filed its certificate of change with the Secretary of State to increase the number of shares to 6,000,000,000.
All additional class(es) of publicly traded securities (if any):
Trading symbol: | None. |
Exact title and class of securities outstanding: | Preferred Series A |
CUSIP: | None. |
Par or stated value: | $0.001 |
Total shares authorized: | |
Total shares outstanding: | |
Trading symbol: | |
Exact title and class of securities outstanding: | Preferred Series B |
CUSIP: | None. |
Par or stated value: | $0.001 |
Total shares authorized: | 20,000,000 as of date: 12.31.21 |
Total shares outstanding: | 10,922,076 as of date: 12.31.21 |
Transfer Agent |
20,000,000 100,000
as of date: 12.31.21 as of date: 12.31.21
None.
Name: | Pacific Stock Transfer Company |
Phone: | 800-785-7782 |
Email: | info@pacificstocktransfer.com |
Address: | 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119 |
Is the Transfer Agent registered under the Exchange Act?2 Yes: ☒
No: ☐
2 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒
Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 12.31.19 Common: 5,928,852,781 Preferred A: 100,000 Preferred B: 3,487,500 | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/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 | Restricted or Unrestricted as of this filing. | Exemption or Registration Type. |
April 8, 2021 | Cancellation | 200,000,000 | Common Shares | $0.0002 | No | Farid Shouekani | Cancellation | Restricted | Exemption |
April 8, 2021 | Cancellation | 270,000,000 | Common Shares | $0.0006 | No | Amjad Shouekani | Cancellation | Restricted | Exemption |
May 26, 2021 | Cancellation | 2,500,000 | Series B Preferred | $0.0001 | No | Housam Hajyousif | Cancellation | Restricted | Exemption |
May 26, 2021 | Cancellation | 162,792 | Series B Preferred | $0.0005 | No | Hazar Marwan Alemam | Cancellation | Restricted | Exemption |
May 26, 2021 | Cancellation | 250,000 | Series B Preferred | $0.0005 | No | Samar Saleh Al-Ashek | Cancellation | Restricted | Exemption |
May 26, 2021 | Cancellation | 250,000 | Series B Preferred | $0.0005 | No | Faisal A A Al-Saati | Cancellation | Restricted | Exemption |
September 17, 2021 | Conversion | 7,463,832 | Series B Preferred | $0.0060 | Yes | Farid Shouekani | Conversion | Restricted | Exemption |
September 17, 2021 | Conversion | 886,657 | Series B Preferred | $0.0060 | Yes | Hala Shouekani | Conversion | Restricted | Exemption |
September 17, 2021 | Conversion | 1,831,298 | Series B Preferred | $0.0060 | Yes | Abed Almajid Al Mashhoor | Conversion | Restricted | Exemption |
September 17, 2021 | Conversion | 415,581 | Series B Preferred | $0.0060 | Yes | Jinan Haba | Conversion | Restricted | Exemption |
November 8, 2021 | New issuance | 10,000,000 | Common Shares | $0.0109 | Yes | Bassim Alkhafaji | Service | Restricted | Exemption |
Shares Outstanding on Date of This Report: Ending Balance Ending Balance: Date December 31, 2021 Common: 5,468,852,781 Preferred A: 100,000 Preferred B: 10,922,076 |
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2018, through September 30, 2020, pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
None needed
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒
Date of Note Issuance | Outstanding Balance ($) | 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.) |
Use the space below to provide any additional details, including footnotes to the table above:
N/A
4) Financial Statements
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Viper Networks Inc. published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 02:25:01 UTC.