Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
MARIJUANA STRATEGIC VENTURES, INC.
415 Laurel St.
#338
San Diego, CA 92101
_______________________________
(800) 833-8250
www.marijuanastrategicventures.com
ceo@marijuanastrageticventures.com
2833
Quarterly Report
For the Period Ending: June 30, 2022
(the “Reporting Period”)
As of August 2, 2022, the number of shares outstanding of our Common Stock was: 35,670,102
As of June 30, 2022, the number of shares outstanding of our Common Stock was: 34,076,977
As of March 31, 2022, the number of shares outstanding of our Common Stock was: 19,076,977
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 18,801,977
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:
- Name and address(es) of the issuer and its predecessors (if any)
- “Change in Control” shall mean any events resulting in:
- 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.
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.
On March 8, 2018, the Company amended its Articles of Incorporation to change its name from Majestic Oil & Gas, Inc. to Majestic Group Holdings, Inc.
On January 18, 2019, the Company amended its Articles of Incorporation to change its name from Majestic Group Holdings, Inc. to SecurCapital Holdings Corp.
On January 29, 2021, the Company amended its Articles of Incorporation to change its name from SecurCapital HoldingsCorp. to Marijuana Strategic Ventures, Inc.
On May 26, 2022, the Company amended its Articles of Incorporation to change its name from Marijuana Strategic Ventures, Inc. to Mushrooms, Inc.
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):
The Company was formed on April 16, 2002 as a Nevada corporation and has not changed corporate jurisdiction since inception. The Company’s current standing as of the date of this filing with the Nevada Secretary of State is 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:
Reverse Stock Split:On January 17, 2019, the Company filed amended Articles of Incorporation with the Secretary of State of the State of Nevada to change its corporate name from Majestic Oil & Gas, Inc., to SecurCapital Holdings Corp. and to implement a reverse split of the Company’s common stock at a ratio of 1:500. FINRA processed these actions with publication in the daily list on April 26, 2019 and an effective date of April 29, 2019.
Change of Control:On March 10, 2019, our controlling shareholder, MJ Holdings, Inc., transferred 1,000,000 shares of the Company’s Series A Preferred Stock to Arielle Tolchin. As each share of the Company’s Series A Preferred Stock gives the holder the right to vote equivalent to 1,000 shares of the Company’s common stock per share of Series A Preferred Stock held, Ms. Tolchin acquired 1,000,000,000 votes, representing approximately 98.4% of the Company’s outstanding voting stock.
Stock Symbol Change: On May 29, 2019, the Company’s stock symbol was changed from MJOG to CQER. FINRA processed this action with publication in the daily list on May 28, 2019 and an effective date of May 29, 2019.
Change of Control:On December 11, 2020, our sole director and controlling shareholder, Ms. Arielle Tolchin, resigned from her positions as Chief Executive Officer and as the Company’s sole director. On the same date, Ms. Tolchin appointed James Hancock as Chief Executive Officer, president, secretary and treasurer of the Company. On January 4, 2021, 1,000,000 shares of Series A Preferred Stock held by Arielle Tolchin were cancelled, and on that same date, 500,000 shares of the Company’s Series A Preferred Stock were issued to Dianna Kaplan and another 500,000 shares of the Company’s Series A Preferred Stock were issued to Blue Ridge Enterprises LLC, an entity controlled by Donald Steinberg. As each share of the Company’s Series A Preferred Stock gives the holder the right to vote equivalent to 1,000 shares of the Company’s common stock per share of Series A Preferred Stock held, Kaplan and Blue Ridge Enterprises each acquired 500,000,000 votes, representing approximately 49.17% of the Company’s outstanding voting stock each.
On January 27, 2021, Donald Steinberg was appointed as a director of the Company.
On May 27, 2022, James Hancock resigned as CEO, CFO, Board Member, and Chairman of the Board, at which time he was appointed COO, Kimberly Carlson was appointed CEO and CFO, and Donald Steinberg was appointed Chairman and sole member of the Board of Directors.
Corporate Name Change and Stock Symbol Change:On January 29, 2021, the Company filed amended Articles of Incorporation with the Secretary of State of the State of Nevada to change its corporate name from SecurCapital HoldingsCorp.to Marijuana Strategic Ventures, Inc. On June 14, 2021 FINRA processed this name change and a change in the Company’s stock symbol from CQER to MVSI with publication in the daily list on June 11, 2021 and an effective date of June 14, 2021.
The address(es) of the issuer’s principal executive office:
The Company’s principal executive office is located at 415 Laurel St., #338, San Diego, CA 92101.
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: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A
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2) |
Security Information |
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Trading symbol: |
MSVI |
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Exact title and class of securities outstanding: |
Common Stock |
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CUSIP: |
81737X 106 |
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Par or stated value: |
Par $0.001 |
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Total shares authorized: |
400,000,000as of date: 06/30/22 |
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Total shares outstanding: |
34,076,977 |
as of date: 06/30/22 |
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Number of shares in the Public Float2: |
1,138,442 |
as of date: 06/30/22 |
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Total number of shareholders of record: |
118 |
as of date: 06/30/22 |
All additional class(es) of publicly traded securities (if any): None.
- “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.
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OTC Markets Group Inc. |
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OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) |
Page 3 of 17 |
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Transfer Agent |
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Name: |
Transfer Online |
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Phone: |
(503) 227-2950 |
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Email: |
info@transferonline.com |
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Address: 512 SE Salmon Street, Portland, OR 97214 |
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Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ |
No: ☐ |
- 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: ☐
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Shares Outstanding as of Second Most Recent |
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Fiscal Year End: |
*Right-click the rows below and select “Insert” to add rows as needed. |
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Opening Balance |
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Date December 31, 2020 |
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Common: 301,000 |
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Preferred: 1,000,000 |
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Date of |
Transaction |
Number of |
Class of |
Value of |
Were |
Individual/ |
Reason for share |
Restricted or |
Exem |
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Transaction |
type (e.g. new |
Shares |
Securities |
shares |
the |
Entity Shares |
issuance (e.g. for cash or |
Unrestricted |
ption |
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issuance, |
Issued (or |
issued |
shares |
were issued to |
debt conversion) |
– |
as of this |
or |
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cancellation, |
cancelled) |
($/per |
issued |
(entities must |
OR- |
Nature of |
filing. |
Regist |
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shares |
share) at |
at a |
have individual |
Services Provided |
ration |
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returned to |
Issuance |
discount |
with voting / |
Type. |
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treasury) |
to |
investment |
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market |
control |
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price at |
disclosed). |
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the time |
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of |
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issuanc |
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e? |
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(Yes/No) |
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- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
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OTC Markets Group Inc. |
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OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) |
Page 4 of 17 |
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January 4, |
Cancellation |
1,000,000 |
Preferred |
$0.19 |
No |
Arielle |
Cancelled in transfer |
N/A |
Secti |
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2021 |
A |
Tolchin |
on |
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4(a)( |
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2) |
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January 4, |
Reissuance |
500,000 |
Preferred |
$0.19 |
No |
Dianna |
Issued on transfer |
Restricted |
Rule |
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2021 |
A |
Kaplan |
144 |
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January 4, |
Reissuance |
500,000 |
Preferred |
$0.19 |
No |
Blue Ridge |
Issued on transfer |
Restricted |
Rule |
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2021 |
A |
Enterprises, |
144 |
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LLC (Donald |
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Steinberg) |
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January 7, |
New |
30,000 |
Common |
$0.53 |
Yes |
Daniel |
For services |
Restricted |
Rule |
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2021 |
Issuance |
Witzel |
provided:website |
144 |
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design and maintena |
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nce |
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January 11, |
New |
5,000,000 |
Common |
$0.03 |
Yes |
James |
For services provided |
Restricted |
Rule |
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2021 |
Issuance |
Hancock |
under CEO/CFO |
144 |
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consulting |
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agreement |
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January 11, |
New |
5,000,000 |
Common |
$0.03 |
Yes |
Robert |
For services provided |
Restricted |
Rule |
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2021 |
Issuance |
Hymers III |
under financial |
144 |
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consultingagreement |
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January 21, |
New |
1,200,000 |
Common |
$0.05 |
Yes |
Arman |
For servicesprovided |
Restricted |
Rule |
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2021 |
Issuance |
Tabatabaei |
as director |
144 |
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January 28, |
New |
5,000,000 |
Common |
$0.03 |
Yes |
Blue Ridge |
For services provided |
Restricted |
Rule |
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2021 |
Issuance |
Enterprises, |
under consulting |
144 |
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LLC (Donald |
agreement |
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Steinberg) |
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February 12, |
New |
38,478 |
Common |
$0.0007 |
Yes |
Shari |
Debt Conversion |
Restricted |
Rule |
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2021 |
Issuance |
McAuley |
144 |
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February 12, |
New |
9,620 |
Common |
$0.0007 |
Yes |
Shari |
Debt Conversion |
Restricted |
Rule |
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2021 |
Issuance |
McAuley |
144 |
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OTC Markets Group Inc. |
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OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) |
Page 5 of 17 |
This is an excerpt of the original content. To continue reading it, access the original document here.
Disclaimer
Marijuana Strategic Ventures Inc. published this content on 03 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 August 2022 03:11:07 UTC.
Publicnow 2022
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