SIGNATURE DEVICES INC
(Exact name of registrant as specified in its charter)
Wyoming
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000-53349
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87-2230335
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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30 Shadow Brook Lane
Lander, WY 82520
(Address of principal executive offices)
(650) 654-4800
Registrant’s telephone number, including area code
30 N. Gould Street, Suite 5187, Sheridan, WY 82801
(Former name or former address, if changed since last report.)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☐ No ☒
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of September 30, 2021, there were 6,746,636,426 shares of our Common Stock issued and outstanding.
As of September 30, 2021, there were 3,850,572 shares of our Preferres Stock issued and outstanding.
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ISSUER’S CURRENT REPORT
FOR THE QUARTER ENDING
June 30, 2021
_____________________________________________________________________________________
INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS COMPANY UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. READ THE RISK FACTORS THAT MANAGEMENT BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTOR AND DISCLOSED IN THIS REPORT.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF ANY OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES DESCRIBED IN THIS REPORT HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT EVALUATED AND ATTESTED TO THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS REPORT CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING ITS SECURITIES, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS REPORT.
THE INFORMATION CONTAINED IN THIS REPORT IS CORRECT AS OF JUNE 30, 2021. THE DELIVERY AND PUBLICATION OF THE CONTENTS OF THIS REPORT DOES NOT IMPLY THAT THE INFORMATION WILL BE CORRECT ON ANY DATE SUBSEQUENT TO THE DATE HEREOF, UNLESS ANY SUCH FURTHER UNDERTAKINGS ARE STATED IN THIS REPORT.
THE READERS OF THIS REPORT SHOULD PAY PARTICULAR ATTENTION TO THE RISK SECTION OR THOSE ITEMS IN THIS REPORT THAT ARE HIGHLIGHTED, AS THOSE SECTIONS OR ITEMS, IN THE OPINION OF MANAGEMENT, DESCRIBE AN EXISTING OR POTENTIAL SIGNIFICANT RISK TO STOCKHOLDERS AND INVESTORS.
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- TABLE OF CONTENTS –
FORWARD LOOKING STATEMENTS5
NAME OF THE ISSUER AND ITS PREDECESSORS6
ADDRESS OF THE ISSUER’S PRINCIPAL EXECUTIVE OFFICES7
SECURITY INFORMATION7
ISSUANCE HISTORY7
Financial Statements9
THE ISSUER’S BUSINESS, PRODUCTS AND SERVICES18
ISSUER’S FACILITIES18
OFFICERS, DIRECTORS, AND CONTROL PERSONS18
THIRD PARTY PROVIDERS22
ISSUER CERTIFICATION.22
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FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
●the uncertainty of profitability based upon our history of losses;
●risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as a going concern;
●risks related to our operations and
●other risks and uncertainties related to our business plan and business strategy.
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.
Information Unknown or Not Available; Disclaimer of Control.
Due to a significant number of factors beyond our control, we are not in possession of a number of our general corporate documents and financial historical data and records, and we cannot obtain the same without unreasonable effort and expense, if at all. We believe these records are in the possession of certain of our former officers, directors, and/or auditors, and, as such, have not been delivered to our current senior executive management following a series of changes outside our control and by the repeated demands for our immediate past president to provide us with the same.
While we believe, to the best of our knowledge, the information in this Report is accurate; however, without possessing and examining all our records, our management cannot state that the information contained in this Report is complete. To that extent, we are relying on the disclaimer more fully described in Rule 12b-22 of the Securities Exchange Act of 1934 (17 CFR 240.12b-22).
Non-Reliance on Third-Party Information.
With the exception of the records maintained (i) by the Office of the Secretary of State of the State of Delaware and available on its website or (ii) by the United States Securities and Exchange Commission on its website, if any information in this Report was originally provided to us by a third party or incorporated by reference herein in reliance of any such third-party’s statements, we cannot warrant or represent the accuracy or sufficiency of any such information, and, we shall not be held liable for the authenticity of any such third-party information. You may form your own conclusions based on the available information therefrom obtained.
The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “we”, “us”, “our”, “Company” or “Signature Devices” are to Signature Devices, Inc.
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Name of the Issuer and Its predecessors
Name of Issuer
Signature Devices, Inc. “SDVI” is traded on the OTC Bulletin Board and the OTCQB, a quotation service that displays sale prices, and volume information for transactions with market makers in over the counter (“OTC”) equity securities. All such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions. Trading in our common stock is limited and sporadic and there can be no assurance that any liquid trading market will develop or, if it does develop, that it can be maintained.
Signature Devices, Inc. is a technology company based in Landyer, WY that focuses on Mobile games, applications and Internet of Things devices and embeds cryptocurrency technology for A.I. processing and Non-Fungible Tokens (NFT’s) into games and applications.
Its predecessors & History
The Company was organized on July 24, 2002, under the laws of the State of Nevada, as Signature Devices, Inc. (“Signature Nevada”) whose business was to create and develop social networking systems. The Company’s social networking systems include social networking server software, social networking games and console games. On June 3, 2016 the Board of Directors decided to dissolve Signature Nevada. On the same date Signature Devices, Inc. was organized under the laws of the State of Delaware (“Signature Delaware”).
On February 23, 2016, Signature Delaware incorporated Signature Devices Holdings, Inc., a Delaware corporation.
On February 23, 2016, Signature Devices Holdings, Inc. formed and organized Signature Devices Services, Inc., a Delaware corporation.
On February 9, 2017 (the “Closing Date”) Signature Devices, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby the Company’s wholly owned subsidiary, Signature Devices Services, Inc., merged with and into Signature Holdings, Inc. Upon consummation of the Merger, Signature Devices Services was dissolved. The Merger implied a share exchange between Signature Devices, Inc. and with Signature Holdings, Inc. where Signature Holdings received all of Signature Delaware common and preferred stock and Signature Delaware received equivalent shares of Signature Holding’s common and preferred stock.
On October 23, 2018 (the “Closing Date”) Signature Devices, Inc., approved a merger with Nano 101, Inc in a stock purchase agreement. Nano 101 was paid 5,100,000 shares of Preferred stock to be held in escrow and released on several conditions such as being current in reporting obligations and with the achievement of milestones including reaching $2 million in market cap by December 31, 2019, and $50 million by December 31, 2021.
On the Closing Date, the parties executed all documents and filed the Plan of Merger with the Delaware Secretary of State.
Following the Merger, Signature Holdings changed its name to “Signature Devices, Inc.”. Upon the completion of all of the terms of the reorganization, including required filings with regulatory agencies, Signature Devices, Inc. will become the parent organization.
On July 16, 2016, we entered a non-bankruptcy triangular reorganization and contemporaneous share exchange pursuant to the applicable provisions enumerated in Section 368, et seq. of the Internal Revenue Service Code of 1986, as amended (the “Code”).
In February of 2018, we completed the sale of our subsidiary, Graffiti Entertainment, Inc., to Azure Holding Group Inc (“Azure”). This allows us to partner with Azure to launch an Artificial Intelligence cryptocurrency that can be used in a broad spectrum of applications including, IoT devices, Video Games, Advertising and more.
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Signature Devices will hold 21% of voting rights as well as free trading shares in Azure Holding Group Inc. The Graffiti assets will enable Azure Holding Group Inc. to integrate a lucrative gaming business and advertising, leveraging blockchain technologies and Artificial Intelligence cryptocurrency monetization.
As part of the deal, Graffiti Shareholders will also receive free trading shares in exchange for their current shares. The two companies will work together to complete the share swap in the next 60-90 days.
In the completed deal, each Graffiti shareholder will receive shares in Azure Holding Group Inc., a publicly traded company. The purchase agreement calls for an exchange of one Azure Holding Group Corp share for one Graffiti Entertainment share (the “Purchase Price”). Signature Devices will receive shares of Azure Holding Group through its current holdings of Graffiti Shares.
Address of the issuer’s principal executive offices
We do not own any real property. Our mailing address and main business address is 36 Shadow Brook Ln, Lander, WY 82850.
Security Information
Trading Symbol: SDVI
Exact title and class of securities outstanding: Common Shares
CUSIP: 82668Y106
Par or Stated Value: .00001
Total shares authorized: 7,000,000,000as of: September 30, 2021
Total shares outstanding: 6,746,636,426as of: September 30, 2021
Number of shares in the Public Float: 6,746,636,426as of: September 30, 2021
Total number of shareholders of record: 91as of: September 30, 2021
Transfer Agent
Action Stock Transfer Corporation
2469 E. Fort Union Blvd., Suite 214
Salt Lake City, UT 84121
Website: https://www.actionstocktransfer.com/
Is the Transfer Agent registered under the Exchange Act? Yes: ☒ No: ☐
List any restrictions on the transfer of security:
NONE
Describe any trading suspension orders issued by the SEC in the past 12 months.
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:
NONE
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 equity securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities
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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.);
None
B.Any jurisdictions where the offering was registered or qualified;
None
C.The number of shares offered;
None
D.The number of shares sold;
None
E.The price at which the shares were offered, and the amount actually paid to the issuer;
N/A
F.The trading status of the shares; and
N/A
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.
N/A
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Holders.
According to the records of Signature Devices’ transfer agent, Signature Devices, Inc. had 91 stockholders of record as of June 30, 2021 and it believes there are a substantially greater number of beneficial holders. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.
Dividends
We have not paid any dividends to date, and we have no intention of paying any cash dividends on our common stock in the foreseeable future.
Performance Graph
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Sales of Unregistered Securities
There were no unregistered sales of securities during the period covered by this report that were not previously reported
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Financial Statements
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