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.
On January 19, 1999, Brainybrawn.Com, Inc. filed its Articles of Domestication and Articles of Incorporation with the
Delaware Secretary of State / Division of Corporations. On 12/08/2000 the Company filed a Certificate of Amendment
of its Certificate of Incorporation with the Delaware Secretary of State / Division of Corporations and changed its name
to BrainyBrawn, Inc. In 1999 the Company issued 10,528,000 shares to its founders and initial investors and later that
year split the Common Stock 3:2. Since then, the Company has periodically issued Common Stock to Employees and
Consultants for services rendered, and also to raise capital in subsequent rounds of funding.
On 01/11/2000, the Company raised its Authorized Shares from 20,000,000 to 125,000,000 shares, of which
100,000,000 were to be Common Stock, and 25,000,000 were to be Preferred Stock. On 03/07/2014, the Company
filed another Certificate of Amendment to raise its Authorized Shares 525,000,000 shares, of which 500,000,000 were
to be Common Stock and 25,000,000 were to be Preferred Stock. On 09/21/2015 the Company filed another
Certificate of Amendment with the State of Delaware Division of Corporations to increase its Authorized Shares to
2,000,000,000 shares, of which 1,975,000,000 were to be Common Shares and 25,000,000 were to be Preferred
Shares.
On 02/24/2021 Kimberly Halvorson acquired 287,633,600 (26%) of the outstanding Common Shares and the 2
outstanding Preference Shares and became the CEO of the Company.
On 4/1/2021, the Company filed a Corporate Action for a 5000:1 Reverse Stock Split which was approved for an
effective date of 04/27/2021. On 04/29/2021, the Company issued 96,245,421 shares to the shareholders of GEMXX
Corp in a share exchange and appointed Jay Maull as the CEO of the Company.
As of Quarter End 06/30/2021 there are 130 shareholders of Record with 1,975,000,000 Authorized and
1,106,432,897 shares issued and outstanding. Upon the Reverse Split and the new issuance, there are 96,466,757
shares of Common Shares outstanding as on 4/27/2021 through to date.
