Alternative Reporting Standard:
Disclosure Guidelines for the OTCID Basic Market
Federal and state securities lawsrequire issuers to provide current information to the public markets.With a view to facilitating compliance with these laws, OTC Markets Group has created these OTCID Disclosure Guidelines (“Guidelines”) that set forth the disclosure obligations that make up the “Alternative Reporting Standard” for companies on the OTCID™Basic Market and Pink Limited Market. Companies that do not make disclosure directly to the SEC (via EDGAR), a banking regulator, or a non-U.S. regulatory authority may provide disclosure under our “Alternative Reporting Standard.” We use information provided by companies under these Guidelines and in accordance with the OTCID Rules to determine eligibility for the OTCID Marketor Pink Limited Market as applicable.2
Current Information
To be eligible for the OTCID Market, Alternative Reporting companies make the information listed below publicly availablethrough OTCIQ.com:
1. Initial Disclosure Obligations
Companies must upload the following documents through OTCIQ.com:
• Annual Report for the most recently completed fiscal year.
• All Quarterly Reports for the current fiscal year.
Annual or Quarterly Reportsare composed of:
o Disclosure Statements:Disclosure information pursuant to these Guidelines for the applicable period. Available as a fillable form beginning on page 4 of these Guidelines.
o Financial Statements: Qualifying Financial Statements in accordance with the Financial Statement Requirements specified in Item 9 of these Guidelines.
Qualifying Financial Statements include:
o Audit Letter, if audited
o Balance Sheet
o Statement of Income
o Statement of Cash Flows
o Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)
o Notes to Financial Statements
2. Ongoing Requirements
On an ongoing basis, companies must publish reports through OTCIQ.comon the following schedule:
• Quarterly Reports are due within 45 days of the quarter end
• Annual Reports are due within 90 days of the fiscal year end
• Management Certificationsaredue within 45 days of the Annual Report due date
Other OTCID Eligibility Requirements:
To remain on the OTCID Market, companies must continue to meet all other eligibility requirements of the OTCID Rules in addition to the disclosure requirements listed above.
Pink Limited Market
Companies that do not meet the requirements of the OTCIDMarket set forth above may still qualifyfor the Pink Limited Market by meeting the following minimum disclosure requirements.
1. Initial Requirements:
• Annual Financial Statements:Publish a report that includes Qualifying Annual Financial Statements, as outlined in Item 9, which cover the past 2 completed fiscal years, provided the most recently completed fiscal year is within the past 16 months.
• Company Verified Profile: The Company must verify the Company Profile through OTCIQ.com, including, but not limited to, a complete list of officers, directors, and service providers; outstanding shares; a business description; contact information; and the name of all company insiders. “Company Insiders” shall include the beneficial owner of 10% or more of the outstanding units or shares of any class of any equity security of the issuer.
2. Ongoing Requirements: To remain qualified for the Pink Limited Market, companiesmust:
• Publish Qualifying AnnualFinancial Statements, asoutlined in Item 9, within 120 days of the fiscal year end.Should a change in fiscal year end occur, no more than 16 months may elapse from the fiscal year end of the priorAnnual Financial Statement.
• Review and verify the information on the Company Profile through OTCIQ.comat least once every 12 months.
Current Reporting of Material Corporate Events
In addition to the disclosure requirements above, all companies on the OTCID or Pink Limited market are expected to promptly release to the public any news or information regarding corporate events that may be material to the issuer and its securities (including adverse information). Persons with knowledge of such events are considered to be in possession of material nonpublic information and may not buy or sell the issuer’s securities until or unless such information is made public. If not included in the issuer’s previous public disclosure documents, or if the material events occurs after the publication of such disclosure documents, the issuer shall publicly disclose such events by disseminating a news release within four (4) business days following their occurrence and posting such news release through an Integrated Newswire or the OTC Disclosure & News Service via OTCIQ.com.4
Material corporate events may include:
• Changes to the company’s shell status. Please refer to our FAQ on Shell Companies
• Changes in control of issuer
• Departure of directors or principal officers; election of directors; appointment of principal officers
• Entry into or termination of a material definitive agreement or material agreement not made in the ordinary course of business
• Completion of an acquisition or disposition of assets, including but not limited to merger transactions
• Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of an issuer
• Triggering events that accelerate or increase a direct or contingent financial obligation including any default or acceleration of an obligation or an obligation under an off-balance sheet arrangement
• Costs associated with exit or disposal activities including material write-offs and restructuring; Material impairments
• Unregistered sales of equity securities
• Material modification to rights of security holders
• Changes in issuer's certifying accountant
• Non-reliance on previously issued financial statements or a related audit report or completed interim review
• Change in a company’s fiscal year; Amendments to articles of incorporation or bylaws that were not previously disclosed in a proxy statement or other such disclosure statement.
• Amendments to the issuer's code of ethics, or waiver of a provision of the code of ethics
• Any changes to litigation the issuer may be involved in, or any new litigation surrounding the issuer
• Officer, director, or insider transactions in the issuer’s securities
• Disclosure of investor relations, marketing, brand awareness, and stock promotion activities which might reasonably be expected to materially affect the market for its securities or otherwise deemed material by the issuer
• A company’s bankruptcy or receivership
• Termination or reduction of a business relationship with a customer that constitutes a specified amount of the company’s revenues
• Any material limitation, restriction, or prohibition, including the beginning and end of lock-out periods, regarding the company’s employee benefits, retirement and stock ownership plan
• Earnings releases
• Other materially different information regarding key financial or operation trends from that set forth in periodic reports
• Other events the issuer determines to be material
[Insert Company Name]
[Insert Company Address]
_______________________________
[Insert Company Telephone]
[Insert Company Website]
[Insert Company Email]
[Annual/Quarterly]Report
For the period ending [Insert Period End Date] (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
[Insert Number of Shares] as of [Date](Current Reporting Period Date or More Recent Date)
[Insert Number of Shares] as of [Date] (Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 andRule 15c2-11of 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: ?
Change in Control
Indicate by check mark whether a Change in Control5 of the company has occurred duringthis 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 and names used by predecessor entities, along with the dates of the name changes.
Current State and Date of Incorporation or Registration:
Standing in this jurisdiction: (e.g. active, default, inactive):
Prior Incorporation Information for the issuer and any predecessors during the past five years:
Describe any trading suspension or halt orders issued by the SEC or FINRA concerning the issuer or its predecessors since inception:
List any companyname change, stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
Address of the issuer’s principal executive office:
Address of the issuer’s principal place of business:
?Check 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?
No:? Yes: ?If Yes, provide additional details below:
2) Security Information?
?
Transfer Agent?
?
Name: ???? ?
Phone:?????? ?
Email:???????
Address:??? ?
Publicly Quoted or Traded Securities:??
?
The goal of this section is to provide a clear understanding of the share information for its publicly quoted or traded equity securities. Use the fields below to provide the information, as applicable, for all outstanding classes of securities that are publicly traded/quoted.?
Trading symbol: ?
Exact title and class of securities outstanding: ?
CUSIP: ?
Par or stated value:
Total shares authorized: as of date:
Total shares outstanding: as of date:
Total number of shareholders of record: as of date:
?
Please provide the above-referenced information for all other publicly quoted or traded securities of the issuer.?
Other classes of authorized or outstanding equity securities that do not have a trading symbol:?
?
The goal of this section is to provide a clear understanding of the share information for its other classes of authorized or outstanding equity securities (e.g., preferred shares that do not have a trading symbol). Use the fields below to provide the information, as applicable, for all other authorized or outstanding equity securities.?
Exact title and class of the security:
Par or stated value:
Total shares authorized: as of date:
Total shares outstanding: as of date:
Total number of shareholders of record: as of date:
Please provide the above-referenced information for all other classes of authorized or outstanding equity securities.
Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company’s equity securities, as applicable:?
1. For common equity, describe any dividend, voting and preemption rights.?
2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights?as well as redemption or sinking fund provisions.?
3. Describe any other material rights of common or preferred stockholders.?
4. Describe any material modifications to rights of holders of the company’s securities that have occurred over the reporting period covered by this report.?
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any 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 for the two most recently completed fiscal years and any subsequent period.
Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:
No: ? Yes: ? (If yes, you must complete the table below)
Shares Outstanding Opening Balance:
Date Common:
Preferred:
*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 ($/per share) at Issuance Were the shares issued at a discount to market price at the time of issuance? (Yes/No) Individual/ Entity Shares were issued to.
***You must disclose the control person(s) for any entities listed. Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided Restricted or Unrestricted as of this filing. Exemption or Registration Type.
Shares Outstanding on Date of This Report:
Ending Balance:
Date Common:
Preferred:
Example: A company with a fiscal year end of December 31st 2024, in addressing this item for its Annual Report, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2023 through December 31, 2024 pursuant to the tabular format above.
Any additional material details, including footnotes to the table are below:
B. Convertible Debt
The following is a complete list of the Company’s Convertible Debt which includes all promissory notes, convertible notes, convertible debentures, or any other debt instruments convertible into a class of the issuer’s equity securities. The table includes all issued or outstandingconvertible debtat any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this Certification.
[?] Check this box to confirm the Company had no Convertible Debt issued or outstanding at any point during this period.
Date of Note Issuance Principal Amount at Issuance ($) Outstanding Balance ($)
(include accrued interest) Maturity Date Conversion Terms (e.g., pricing mechanism for determining conversion of instrument to shares) # Shares Converted to Date # of Potential Shares to be Issued Upon Conversion6 Name of Noteholder (entities must have individual with voting / investment control disclosed). Reason for Issuance (e.g., Loan, Services, etc.)
Total Outstanding Balance:
Total Shares:
Any additional material details, including footnotes to the table are below:
4) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
Ensure that these descriptions are updated on the Company’s Profile on www.OTCMarkets.com.
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
B. List any subsidiaries, parent company, or affiliated companies.
C. Describe the issuers’ principal products or services.
5) Issuer’s Facilities
The goal of this section is to provide investors with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer.Describe the location of office space, data centers, principal plants, and other property of the issuer and describe the condition of the properties. Specify if the assets, properties, or facilities are owned or leased and the terms of their leases. If the issuer does not have complete ownership or control of the property, describe the limitations on the ownership.
6) AllOfficers, Directors, and 5% Beneficial Owners of the Company
Using the table below, please provide information, as of the period end date of this report, regarding all officers and directors of the company,or any person that performs a similar function, regardless of the number of shares they own.
In addition, list all individuals or entities controlling 5% or more of any class of the issuer’s securities.
If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity.Include Company Insiders who own any outstanding units or shares of any class of any equity security of the issuer.
The goal of this section is to provide investors with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial owners.
Individual Name
(First, Last)
or
Entity Name
(Include names of control person(s) if a corporate entity) Position/Company Affiliation
(ex: CEO,> 5% beneficial owner) City and State
(Include Country if outside U.S.) Number of Shares Owned
(List common, preferred, warrants and options separately) Class of Shares Owned Percentage of Class of Shares Owned
(undiluted)
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, log in to www.OTCIQ.comto update your company profile.
7) Legal/Disciplinary History
A. Identify and provide a brief explanation as to whether any of the persons or entities listed abovein Section 6 have, in the past 10 years:
1. Been the subject of an indictment or conviction in a criminal proceeding or plea agreement or named as a defendant in a pending criminal proceeding (excluding minortraffic violations);
2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, financial- or investment-related,insurance or banking activities;
3. Been the subject of a finding, disciplinary order or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, a state securities regulator of a violation of federal or state securities or commodities law, or a foreign regulatory body or court, which finding or judgment has not been reversed, suspended, or vacated;
4. Named as a defendant or a respondent ina regulatory complaint or proceeding that could result in a “yes” answer to part 3 above; or
5. Been the subject of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.
6. Been the subject of a U.S Postal Service false representation order, or a temporary restraining order, or preliminary injunction with respect to conduct alleged to have violated the false representation statute that applies to U.S mail.
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party to or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
8) Third Party Service Providers
Provide the name, address, telephone number and email address of each of the following outside providers. You may add additional space as needed.
Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, update your company profile.
Securities Counsel
Name:
Address 1:
Address 2:
Phone:
Email:
Accountant or Auditor
Name:
Firm:
Address 1:
Address 2:
Phone:
Email:
Investor Relations
Name:
Firm:
Address 1:
Address 2:
Phone:
Email:
All other means of Investor Communication:
X (Twitter):
Discord:
LinkedIn
Facebook:
[Other ]
Other Service Providers
Provide the name of any other service provider(s) that that assisted, advised, prepared, or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s), consultant(s) or any entity/individual that provided assistance or services to the issuer during the reporting period.
Name:
Firm:
Nature of Services:
Address 1:
Address 2:
Phone:
Email:
9) Disclosure &Financial Information
A. This Disclosure Statement was prepared by (name of individual):
Name:
Title:
Relationship to Issuer:
B. The following financial statements were prepared in accordance with:
? IFRS
? U.S. GAAP
C. The following financial statements were prepared by (name of individual):
Name:
Title:
Relationship to Issuer:
Describe the qualifications of the person or persons who prepared the financial statements:7
Provide the followingqualifying financial statements:
o Audit letter, if audited;
o Balance Sheet;
o Statement of Income;
o Statement of Cash Flows;
o Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity);
o Financial Notes
Financial StatementRequirements:
• Financial statements must be published together with this disclosure statement as one document.
• Financial statements must be “machine readable.” Do not publish images/scans of financial statements.
• Financial statements must be presented with comparative financials against the prior FYE or period, as applicable.
• Financial statementsmust be prepared in accordance with U.S. GAAP or International Financial Reporting Standards (IFRS) but are not required to be audited.
10) Issuer Certification
Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.
The certifications shall follow the format below:
I, [identify the certifying individual]certify that:
1. I have reviewed this Disclosure Statement for [identify issuer];
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
[Date]
[CEO’s Signature]
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)
Principal Financial Officer:
I, [identify the certifying individual]certify that:
1. I have reviewed this Disclosure Statement for [identify issuer];
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
[Date]
[CFO’s Signature]
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)
Market Data 
Markets 
AI
