Rainforest Resources Inc. Annual Report December 2016

Transcription

1 Rainforest Resources Inc. Annual Report December ) The exact name of the issuer and its predecessors (if any). Rainforest Resources Inc. On December 10, 2015, the Company changed its name from Amalgamated Gold & Silver Inc. to Rainforest Resources Inc. On March 29, 2012, the Company changed its name from Balmoral FX Systems Inc. to Amalgamated Gold & Silver Inc. On November 30, 2009, the Company changed its name from BioChem Solutions, Inc. to Balmoral FX Systems Inc. On June 20, 2006, the Company changed its name from NorMexSteel Inc. to BioChem Solutions Inc. 2) The address of the issuer s principal executive offices. Company Headquarters Address: 316 Tarpon Street Anna Maria, Florida Phone: IR Contact Wellington-Cooke Corporate Services Ltd. 65 Lillian Street, Suite 110 Toronto, Ontario M4S 0A1 Phone : ( 416) pc@rainforestinc.com 3) Security Information The trading symbol is (RRIF). Exact title and class of securities outstanding: Security Symbol: RRIF Common Stock: 1,000,000,000 authorized Preferred Stock: 150,000,000 authorized Item (V) Par or stated value and description of the security. The authorized shares consist of 1,000,000,000 shares of common stock at par value of $ per share. Series C Convertible Preferred Stock: Initial Value: The initial value of each share of Series C Convertible Preferred Stock (the Series C Initial Value ) is npv. Series C Convertible Preferred Stock has ten votes per Series C Convertible Preferred Stock. (convertible 1:1 for common stock after one year from date of issue Series D Preferred shares: 100,000 authorized at $.0001 value per share. If at least one share of Series D Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series D Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock, which equals four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus

2 ii) ii) the total number of shares of Series A and B and Series C Preferred Stocks which are issued and outstanding at the time of conversion. The CUSIP number is 75087K 103 Total common shares authorized: 1,000,000,000 as of Dec.31, 2016 Total common shares outstanding: 47,626,239 as of: Dec.31, 2016 Transfer Agent. Standard register and Transfer Co. 440 East 400 South, Suite 200 Salt Lake City, UT Standard Register & Transfer Co., Inc. Phone: (801) Is the Transfer Agent registered under the Exchange Act?* Yes: x No: *To be included in the OTC Pink Current Information tier, the transfer agent must be registered under the Exchange Act. List any restrictions on the transfer of security: Describe any trading suspension orders issued by the SEC in the past 12 months. 4) Issuance History List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such persons or entities. The list shall indicate: A. The nature of each offering (e.g., Securities Act Rule 504, intrastate, etc.); Name Issue Date Cost # of Shares Earned Legend R. Johnson Mar.16, 2015 $4,000 40,000,000 yes 144 Max Taouil Feb. 1, 2015 $0 350,000,000 yes 144 Whitehall Trust Dec.29, 2014 $0 400,000,000 yes 144 On February 17, 2015, the company approved and issued 50 Series D preferred shares in trust to Whitehall Trust to complete the acquisition of 100% of the shares of Mmelesi Investment and Logistics (Pty) Ltd. and Mmelesi Metals (Pty) Ltd. On March 16, 2015, 40,000,000 common shares were issued as a result of partial conversion of promissory note ($4,000) at $.0001 per share. On October 10, 2015, 40,000,000 common shares were issued as a result of partial conversion of promissory note ($4,000) at $.0001 per share.

3 On October 10, 2015, 40,000,000 common shares were issued as a result of partial conversion of promissory note ($4,000) at $.0001 per share. On Nov. 27, 2015, all Preferred 2001, 2001A and 2001B shares authorized but not issued were cancelled and returned to treasury, which include the 22,100 shares of series 2001 preferred stock as depicted in the company financial statements. On Nov. 27, 2015, by Consent to Action In Lieu of Meeting of the stockholders of the Company, 149 shares of series D preferred shares were canceled and returned to treasury and further approved the issuance of 1 series D preferred share. On Nov. 30, 2105 certificate #001 for 1 series D preferred share was cancelled and returned to treasury. On March 15, 2016, the Company completed a 1400:1 reverse split of the outstanding Common shares. On April 4, 2016, the Company issued 27 Million common restricted shares under rule 144, to Land Title Ecuador for the acquisition of 12,000 hectares of rain forest land valued at $8,200, USD. On March 23,2016, 350,000,000 common shares issued to Max Taouil were cancelled as were the 400,000,000 common shares issued to Abraham Villagran and assigned to Whitehall Trust. On March 24, 2016, the Company issued 2,000,000 unregistered (144) common shares to SKM Trading Ltd or assigns for the acquisition of Sumak Sacha Rain Forest SCC, which included 3178 hectares of rainforest land in Ecuador and timber and water rights appraised at $3,500,000 U.S. dollars. On March 24, 2016, the Company issued 3,000,000 unregistered (144) common shares to Rain Forest Ecuador S.A. for the acquisition of 6587 hectares and 180 hectares with timber and water rights located in Ecuador with an appraised value of $8,500,000. U.S. dollars. On March 24, 2016, the Company issued 500,000 unregistered (144) common shares to R & R Commercial S.A. to acquire a controlling interest (98%) of R & R s outstanding capital shares. On April 4, 2016, the Company issued 27,000,000 unregistered (144) common shares to Land Trade Ecuador CIA LTDA for the acquisition of a 12,000 + or - hectare property located in Ecuador. May 25, 2016, 1 series D preferred share was issued to; G.A. Quality Invest Asset Management Ltd. On June 22, 2016, the Company issued 15,000,000 unregistered common shares to various parties on the conversion of the 15,000,000 Series C preferred shares. B. Any jurisdictions where the offering was registered or qualified;. C. The number of shares offered; D. The number of shares sold;.

4 E. The price at which the shares were offered, and the amount paid to the issuer; F. The trading status of the shares; The only exchange on which the RRIF shares are trading is pink sheets under OTCPK. G. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act. 5) Financial Statements Rainforest Resources Inc. Annual Report, Quarterly Report, Legal Opinion and Financial Statements for the Year Ending December 31, 2016 as posted are incorporated by reference. OVERVIEW The Company: Rainforest Resources Inc. is a public company, which was incorporated on November 13, 1992, as Innovative Technology Systems. Inc. under the laws of the State of Florida. On March 29, 2012, the Company changed its name to Amalgamated Gold & Silver Inc to reflect a change in the primary focus from foreign exchange trading platform developer to gold & silver mining interests in the South America and Mexico. On December 10, 2015, the Company changed its name to Rainforest Resources Inc. to reflect a change in the primary focus from a developer of gold and silver mining interests in South America and Mexico to an environmentally driven natural resources company. The Company offers no products or services at this time as it is still a development stage company seeking out opportunities in forestry and water through minimal environmental impact. A. Date and State (or Jurisdiction) of Incorporation: November 13, 1992, Florida. B. the issuer s primary and secondary SIC Codes; Primary: 0811 (Timber tracts) Secondary: 5199 (Wholesale non-durable goods) C. the issuer s fiscal year end date December 31. D. principal products or services, and their markets; The Company is focused on environmentally friendly forestry, the production of Carbon Credit Certificates and development of its natural spring water sources for export. 6) Describe the Issuer s Facilities The Company s corporate headquarters are located at 316 Tarpon Street Anna Maria, Florida, Our monthly rental is US $ paid annually. The Company leases the corporate office space in Quito Ecuador on an annual lease. There is a

5 written document evidencing our lease. Our lease is contractual. Our monthly rental is US $ USD. The company through its subsidiaries owns 25,000 +0r- hectares of rain forest land in Ecuador. 7) Officers, Directors, and Control Persons The goal of this section is to provide an investor 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 shareholders. A. Names of Officers, Directors, and Control Persons. In responding to this item, please provide the names of each of the issuer s executive officers, directors, general partners and control persons (control persons are beneficial owners of more than five percent (5%) of any class of the issuer s equity securities), as of the date of this information statement. Land Trade Ecuador, 27,000,000 restricted 144 common shares. B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); 2. 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, or banking activities; 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or 4. The entry 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. C. Beneficial Shareholders. Provide a list of the name, address and shareholdings or the percentage of shares owned by all persons beneficially owning more than ten percent (10%) of any class of the issuer s equity securities. If any of the beneficial shareholders are corporate shareholders, provide the name and address of the person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders.

6 Shareholder Address # of Shares Class of Shares % Contact Land Trade Ecuador CIA. LTDA G.A. Quality Invest Asset Management Ltd. Calle Nueva Aventura Aguilera N Quito, Ecuador 27,000,00 21.M. Nikolaides Street, 2nd Floor, 8101 Paphos Cyprus HE Series D Preferred Common Restricted 56.6% Jorge Wilson Andrade Pazmiño juridicoanpaz@hotmail.com Tel: Voting Control Ing. Johannes Kurzmann Tel.: jk@innowaygroup.at 8) Third Party Providers Please provide the name, address, telephone number, and address of each of the following outside providers that advise your company on matters relating to operations, business development and disclosure: Legal Counsel Name: Scott Kline Firm: Kline Law Group PC Address: Alton Parkway, Suite 450, Irvine, CA T F Accountant or Auditor Name: Mike T. Studer CPA PC Address: 111 West Sunrise Highway, Second Floor, East Freeport, N.Y Phone: (516) 378-/000 mts@studercpapc.com Corporate Relations Consultant Name: Patti Cooke Firm: Wellington-Cooke Corporate Services Ltd. Address: 123 Soudan Avenue, Toronto, Ontario M4S 1V5 Phone: ( 416) pc@rainforestinc.com Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure statement.. 9) Issuer Certification 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).

7 I Michael Nilsson certify that: 1. I have reviewed this annual disclosure statement of Rainforest Resources Inc. 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 the 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: 4/15/17 /s/ Michael Nilsson (signature) President & Director I Michael Nilsson certify that; 1. I have reviewed this current information statement of Rainforest Resources Inc. 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 4. Based on my knowledge the financial statements, and other financial information included or incorporated by reference in the 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: 4/15/17 /s/ Michael Nilsson (signature) Chief Executive Officer, & Director