QUARTERLY REPORT HEMPAMERICANA, INC.

Transcription

1 QUARTERLY REPORT HEMPAMERICA, INC. 1. Name of the issuer. HempAmericana, Inc. 2. The address of the issuer s principal executi offices. 78 Reade Street Suite 4FW, NY Telephone available - Facsimile 3. Security Information Symbol HMPQ.PK Exact title and class of securities outstanding: Common Stock Class A Cusip: 42370P207 Par value: $0.001 Total shares authorized: 11/30/17 Total shares outstanding: 11/30/17 Common Stock Class B Cusip: 42370P207 Par value: $0.001 Total shares authorized: 11/30/17 Total shares outstanding: 11/30/17

2 Transfer Agent Address: Olde Monmouth Stock Transfer Co., Inc. 200 Memorial Pkwy Atlantic Heights, NJ Telephone: Facsimile: not available Olde Monmouth Stock Transfer Co., Inc. is registered under the Exchange Act. There are no restrictions on the transfer of security. There ha been no trading suspension orders issued by the SEC in the past 12 months. HempAmericana, Inc. is not a shell as that term is defined in RULE 12-B Promulgated under the Securities Exchange Act of HempAmericana, Inc. was reported to be a shell company in the past prior to filing Form 15-12G with the SEC on June 12, Issuance History On February 1, 2016 we amended our Certificate of Incorporation to create two classes of stock. All existing shares of stock were conrted on a 1-to-1 basis to Class A shares. The amendment also created a Class B stock. The Class A and Class B stock are equal in economic rights, but the Class B stock has super-voting rights granting their holder 108 votes per share. All 108,000,000 shares of the Class B stock were immediately issued to 864, Inc., a Delaware corporation wholly-owned by Salvador. This was done as part of Mr. s total compensation from the Company on a pro forma basis, but primarily done to provide strategic protection to the Company so that control of the Company remained with our founder. Our founder, Salvador, has worked without monetary compensation, except for shares, since the company s inception. He was granted 45,215,533 shares of stock for his first year of service to the company through February 10, On January 27, 2016, Mr. entered into an employment agreement with the company that paid him for the period of February 11, 2015 to January 27, 2016, 45,000,000 shares of stock (5,000,000 shares to him and 40,000,000 shares to Africement, Inc., a Delaware corporation wholly-owned by Salvador as his designee), which ga him effecti control of the Company. This agreement was amended as of February 9, 2016 (after the amendment to our certificate of incorporation) so that compensation could be granted to Salvador for the following three years. It was determined to be in the best interests of shareholders to ha a strategic instor hold the Class B shares, and therefore the total of authorized Class B shares (108,000,000) were issued to 864, Inc., a wholly-owned designee of Mr., as part of Mr.

3 s total compensation. On June 28, 2017 Mr. was issued 505,000,000 Class A shares as the main component of his compensation for the period from February 9, 2016 to February 9, Additionally, on February 9, 2016 for her past services to the company as Secretary, and for the following three years of service, the Company entered into an employment agreement with Nies, which granted her 10,000,000 shares of our Class A stock. As of August 25, 2017, Ms. s employment agreement with the Company was amended and restated, principally to provide her share based compensation of 19,778,000 Class A shares for the period of February 9, 2016 to February 9, Ms. is a resident and sister of our founder and CEO Sal. Share issuances are further detailed in the table :

4 Offering Date Nature of Offering (A) Jurisdi Actions where offering was register ed (B) Number of Shares offered (C) Number of shares sold (D) Price at which shares were offered; amount paid to issuer (E) status of shares (F) G (see ) 1/28/2016 Employee stock issued to Salvador (5,000,000 shares of stock) and Africement, Inc. (40,000,000 shares of stock) as designee for Salvador 45,000,000 stock trading 2/9/2016 Employee stock issued to Salvador (108,000,00 0 shares of Class B stock) as designee for Salvador 108,000,00 0 Class B stock trading 2/9/2016 Employee stock issues to Nies 10,000,000 Class A stock trading

5 1/11/17 Africement, Inc. Sal 324,000,000 Class A stock trading 1/26/17 5,500,000 Class A stock 1/30/17 2/9/17 Africement, Inc. Sal 324,000,000 Class A stock trading 2,000,000 2,000,000 2/13/17 3,000,000 3,000,000 2/17/17 3,000,000 3,000,000 2/23/17 3,000,000 3,000,000

6 2/28/17 3,000,000 3,000,000 3/2/17 4,000,000 4,000,000 3/6/17 5,000,000 5,000,000 3/13/17 5,000,000 5,000,000 3/15/17 3/17/17 6,000,000 6,000,000 5,760,000 5,760,000

7 4/25/17 Kevin Harris 1,000,000 1,000,000 5/8/17 3,000,000 3,000,000 5/10/17 4,000,000 3,000,000 5/15/17 5,000,000 5,000,000 5/17/17 6,000,000 6,000,000 5/23/17 6,020,000 6,020,000

8 6/28/ LLC - Sal 505,000,000 7/7/17 15,000,000 15,000,000 $0.005/$75,000 8/7/17 13,200,000 13,200,000 $0.005/$66,000 8/21/17 16,000,000 16,000,000 $.005/$80,000 8/25/17 8/25/17 Employee stock issues to Nies 20,000,000 20,000,000 $.005/$100,000 N/A 19,778,000

9 9/6/17 Tri-Bridge John Forsythe III 10,000,000 10,000,000 $0.005/$50,000 9/8/17 20,000,000 20,000,000 $0.005/$100,000 9/18/17 10,000,000 10,000,000 $0.005/$50,000 10/26/17 10/27/17 Silo Equity Partners II, John Asma 15,000,000 15,000,000 $0.005/$75,000 3,000,000 3,000,000 $0.005/$15,000 11/09/17 Elliptical Manageme nt James Black 5,000,000

10 11/16/17 30,000,000 30,000,000 $0.005/$150,000 11/28/17 30,000,000 30,000,000 $0.005/$150,000 A. The nature of each offering (e.g., Securities Act Rule 504, intrastate, etc.); B. Any jurisdictions where the offering was registered or qualified; C. The number of shares offered; D. The number of shares sold; E. The price at which the shares were offered, and the amount actually paid to the issuer; F. The trading status of the shares; and G. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the shares ha 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. The securities represented by this certificate ha not been registered under the Securities Act of 1933, as amended (The Securities Act ), or the securities laws of any state, and may not be offered, transferred, pledged, hypothecated, sold or otherwise disposed of unless a registration statement under the Securities Act and applicable sate [sic] securities laws shall ha become effecti with regard thereto, or an exemption from registration under the Securities Act and applicable state securities laws is available in connection with such offer or sale 5. Financial Statements a. Statement of Financial Position b. Statement of Operations c. Statement of Cash Flows d. Footnotes to the Financial Statements e. These financial statements are unaudited

11 6) Describe the Issuer s Business, Products and Services a. HempAmericana, Inc. is a delopmental stage company that plans to research, delop and sell products made of industrial hemp. In essence anything that can be made with plastic can be made with industrial hemp and HempAmericana plans to fill the growing need and demand for hemp based products within the United States. Currently, the Company is in its research and delopment stages. The Company is currently in the beginning stages of retail and wholesale sales of two products, but does not ha any material sales to date. Its first product is called Rolling Thunder smoking papers. These rolling papers produce no ash residue compared to regular tree-based smoking papers. Its second product is one of the reasons why the American market imports approximately $2 billion per year worth of hemp products it is a type of CBD oil. Under the trademarked brand Weed Got Oil, HempAmericana intends to use this and other brands to manufacture and sell CBD oil. b. The Company was incorporated under the laws of the State of Delaware on February 10, c. The issuer's primary and secondary SlC Codes: 3990 d. The issuer's fiscal year end date: February 28 e. Principal products or services, and their markets: Textiles, Clothing, body care 7) Describe the Issuer s Facilities HempAmericana, Inc. uses a loft in lower Manhattan, as its principal place of business. In Nomber, the Company executed a lease for a 17,000 square foot facility in Augusta, Maine. This site is being deloped to house the Company s principal CBD extraction and production operations. 8) Officers, Directors, and s a. Names of Officers and Directors Salvador, President, Chairman of the Board, Acting Chief Financial Officer Richard Edelson, and Nies, Secretary b. s Owning 5% or more of a class of stock Salvador, Sole Director and President, (individually and via Africement, Inc., 864, Inc., and 639 LLC, whereby Salvador is the sole shareholder of each entity) Total beneficial ownership 78.26% of Class A Common Stock and 100% of Class B Common Stock a. Beneficial Shareholders are further detailed in the table :

12 Name Address Percentage of shares owned Name of beneficial shareholder Address of beneficial shareholder Registered Agent Salvador 78 Reade Street, 4F (Bell 7),, NY % of Class A Common Stock Same Same Africement, Inc. 78 Reade Street, 4F (Bell 7),, NY % of Class A Common Stock Salvador is the sole owner 78 Reade Street, 4F (Bell 7),, NY The Company Corporation, 2711 Centerville Road, STE 400, Wilmington, DE , Inc. 78 Reade Street, 4F (Bell 7),, NY % of Class B Common Stock Salvador is the sole owner 78 Reade Street, 4F (Bell 7),, NY The Company Corporation, 2711 Centerville Road, STE 400, Wilmington, DE , LLC 78 Reade Street, 4F (Bell 7),, NY % of Class A Common Stock Salvador is the sole owner 78 Reade Street, 4F (Bell 7),, NY The Company Corporation, 2711 Centerville Road, STE 400, Wilmington, DE 19808

13 9) Third Party Providers Attorneys: Corporate Counsel John E. Lux 1629 K Street, Suite 300 John.lux@securities-law.info Suares & Associates 883 Flatbush Anue, Suite 100 Brooklyn, NY Securities Counsel Eilers Law Group, PA William Eilers Accountants: Richard Edelson Get Otc Current th Anue, Suite 609 rich@getotccurrent.com CFO Oncall Wayne Linsley 1333 S. Unirsity Dri, Suite 202 Plantation, FL Instor Relations: Lawrence Adams Seaside Advisors LLC 1 Lakeside Anue Rumson, NJ ladams@seasideadvisors.com

14 I Issuer s Certifications December 27, 2017 I, Salvador Rossillo, Chief Executi Officer, certify that: I ha reviewed this Quarterly Report of HempAmericana, Inc. 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 cored by this disclosure statement; and Based on my knowledge and extensi review by company council of the financial statements of the company, operations and material facts of the company, we are not now nor ha er been a shell as that term is defined in RULE 12 B Promulgated under the Securities Exchange act of 1934; and

15 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 operation and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Chief Executi Officer "/s/ Salvador "