TAPINATOR, INC. Quarterly Report
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TAPINATOR, INC. A Delaware Corporation Incorporated December 9th, 2013 110 West 40th Street, Suite 1902, New York, NY 10018 Telephone: 914-960-6232 Corporate Website: www.Tapinator.com SIC Code: 7372 Quarterly Report For the period ending March 31, 2017 The number of shares outstanding of our Common Stock is 57,292,637 as of March 31, 2017 The number of shares outstanding of our Common Stock was 56,959,303 as of December 31, 2016 Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): Yes: No: X (Double-click and select “Default Value” to check) Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: No: X Indicate by check mark whether a change in control of the company has occurred over this reporting period: Yes: No: X The predecessor of Tapinator, Inc. was previously a shell company, therefore the exemption offered pursuant to Rule 144 is not available. Anyone who purchased securities directly or indirectly from us or any of our affiliates in a transaction or chain of transactions not involving a public offering cannot sell such securities in an open market transaction pursuant to a Rule 144 exemption. OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 1 of 31 Part A General Company Information Item 1 The exact name of the issuer and its predecessor (if any). Tapinator, Inc. Evolution Resources, Inc. (prior to November 4, 2013) Item 2 The address of the issuer’s principal executive offices. Company Headquarters Address 1: 110 West 40th Street Address 2: Suite 1902 Address 3: New York, NY 10018 Phone: (914) 930-6232 Email: [email protected] Website(s): www.tapinator.com Item 3 The jurisdiction(s) and date of the issuer’s incorporation or organization. Delaware Corporation Incorporated December 9, 2013 Part B Share Structure Item 4 The exact title and class of securities outstanding. Trading Symbol: TAPM Exact title and class of securities outstanding: Common Stock CUSIP: 876037102 Par or Stated Value: $0.001 Total shares authorized: 150,000,000 as of: 3/31/17 Total shares outstanding: 57,292,637 as of: 3/31/17 Trading Symbol: NA Exact title and class of securities outstanding: Series A Convertible Preferred Stock CUSIP: NA Par or Stated Value: $0.001 Total shares authorized: 840 as of: 3/31/17 Total shares outstanding: 420 as of: 3/31/17 Item 5 Par or stated value and description of the security. A. Par or Stated Value. The Company’s authorized capital stock consists of: • 150,000,000 shares of common stock, par value $0.001; and • 1,532,500 shares of preferred stock, par value $0.001. OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 2 of 31 B. Common or Preferred Stock. 1. For common equity, describe any dividend, voting and preemption rights. Voting Rights For all matters submitted to a vote of stockholders, each holder of the Company’s common stock is entitled to one vote for each share registered in his, her, or its name. Holders of common stock vote together as a single class. Dividend Rights Subject to preferential dividend rights of any other class or series of stock, the holders of shares of common stock are entitled to receive dividends, including dividends of equity, as and when declared by the Company’s board of directors, subject to any limitations applicable by law and to the rights of the holders, if any, of the Company’s preferred stock. Liquidation In the event the Company is liquidated, dissolved or its affairs are wound up, after we pay or make adequate provision for all of the Company’s debts and liabilities, each holder of common stock will be entitled to share ratably in all assets that remain, subject to any rights that are granted to the holders of any class or series of preferred stock. Other Rights and Preferences Subject to the preferential rights of any other class or series of stock, all shares of common stock have equal dividend, distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by Delaware law. Furthermore, holders of common stock have no conversion, sinking fund or redemption rights, or preemptive rights to subscribe for any of the Company’s securities. The rights, powers, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock which we may designate and issue in the future. 2. For preferred stock, describe the dividend, voting, conversion and liquidation rights as well as redemption or sinking fund provisions. Series A Convertible Preferred Stock Conversion Rights and Conversion Price There are 420 shares of Series A Preferred outstanding and 840 shares of Series A Preferred authorized, which shares of Series A Preferred are currently subject to beneficial ownership blockers and are exchangeable at the option of the holder into 1,680,000 shares of common stock. Each share of Series A Preferred has a stated value of $1,000 and a conversion price of $0.25 (420 multiplied by $1,000 divided by 0.25 equals 1,680,000). OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 3 of 31 In the event the Company issues shares of common stock below $0.25 (with certain exceptions), the conversion price will be reduced from $0.25 to the price at which such shares of common are issued and, as such, will result in a higher number of common stock issuable under the Series A Preferred based on the calculation above. Conversion Restriction At no time may a holder of shares of Series A Preferred convert shares of the Series A Preferred if the number of shares of common stock to be issued pursuant to such conversion would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time; provided, however, that this limitation may be increased to 9.99% upon sixty-one days’ notice to us. Dividend Rights The Series A Preferred has no separate dividend rights. However, whenever the board of directors declares a dividend on the common stock, each holder of record of a share of Series A Preferred, or any fraction of a share of Series A Preferred, on the date set by the board of directors to determine the owners of the common stock of record entitled to receive such dividend (Record Date) shall be entitled to receive out of any assets at the time legally available therefor, an amount equal to such dividend declared on one share of common stock on an as-if-converted-to-Common Stock basis as of the Record Date. Voting Rights The Series A Preferred has no voting rights, except with respect to transactions upon which the Series A Preferred shall be entitled to vote separately as a class. The common stock into which the Series A Preferred is exchangeable shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of the Company’s common stock. Liquidation Rights In the event of the liquidation, dissolution or winding up of the Company’s affairs, after payment or provision for payment of the Company’s debts and other liabilities, the holders of Series A Preferred then outstanding shall be entitled to receive, out of the Company’s assets, if any, an amount equal to such distribution on one share of common stock on an as-if-converted-to-Common Stock as of the date of the distribution. 3. Describe any other material rights of common or preferred stockholders. None, except as set forth above. 4. Describe any provision in the issuer’s charter or by-laws that would delay, defer or prevent a change in control of the issuer. None. OTC Markets Group Inc. OTCQX U.S. and OTCQB Disclosure Guidelines (v 11 Updated April 17, 2017) Page 4 of 31 Item 6 The number of shares or total amount of the securities outstanding for each class of securities authorized. Common Stock 03/31/2017 Total shares authorized: 150,000,000 Total shares outstanding: 57,292,637 Freely tradable shares: 12,020,723 Beneficial shareholders owning at least 100 shares: 83 Total number of shareholders of record: 128 12/31/2016 Total shares authorized: 150,000,000 Total shares outstanding: 56,959,303 Freely tradable shares: 12,020,723 Beneficial shareholders owning at least 100 shares: 85 Total number of shareholders of record: 130 12/31/2015 Total shares authorized: 150,000,000 Total shares outstanding: 57,209,303 Freely tradable shares: 9,355,030 Beneficial shareholders owning at least 100 shares: 100 Total number of shareholders of record: 144 Series A Preferred Stock 03/31/2017 Total shares authorized: 840 Total shares outstanding: 420 Freely tradable shares: 0 Beneficial shareholders owning at least 100 shares: 1 Total number of shareholders of record: 1 12/31/2016 Total shares authorized: 840 Total shares outstanding: 420 Freely tradable shares: 0 Beneficial shareholders owning at least 100 shares: 1 Total number of shareholders of record: 1 12/31/2015 Total shares authorized: 0 Total shares outstanding: 0 Freely tradable shares: 0 Beneficial shareholders owning at least 100 shares: 0 Total number of shareholders of record: 0 Item 7 The name and address of the transfer agent*.