0001213900-23-084067.txt : 20231107 0001213900-23-084067.hdr.sgml : 20231107 20231107110213 ACCESSION NUMBER: 0001213900-23-084067 CONFORMED SUBMISSION TYPE: 1-U PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231107 ITEM INFORMATION: Changes in Control of Issuer ITEM INFORMATION: Departure of Certain Officers FILED AS OF DATE: 20231107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEB3 Corp CENTRAL INDEX KEY: 0001953988 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 920286004 STATE OF INCORPORATION: FL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 1-U SEC ACT: 1933 Act SEC FILE NUMBER: 24R-00857 FILM NUMBER: 231382319 BUSINESS ADDRESS: STREET 1: 37 N ORANGE STREET 2: 500 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4073124405 MAIL ADDRESS: STREET 1: 37 N ORANGE STREET 2: 500 CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: Stirling Bridge Group Inc DATE OF NAME CHANGE: 20221109 1-U 1 ea187855-1u_web3corp.htm CURRENT REPORT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-U

 

CURRENT REPORT PURSUANT TO REGULATION A

 

Date of Report (Date of earliest event reported) November 7, 2023

 

WEB3 CORPORATION

(Exact name of issuer as specified in its charter)

 

Florida   92-0586004
State or other jurisdiction of
incorporation or organization		   (I.R.S. Employer
Identification No.)

 

3762 Roscommon Dr., Ste. 137

(Full mailing address of principal executive offices)

 

(407) 308-5726

 (Issuer’s telephone number, including area code)

 

Title of each class of securities issued pursuant to Regulation A: Class A Common 

 

 

 

Item 6. Change of Control.

 

On October 31, 2023, there was a change of control for the Company. At the close of business on that day, the Company entered into an agreement with Mr. William Mobley (Mobley), Mr. Andre Forde (Forde) and Nextelligence, Inc. cancelling the previously issued shares to Mobley, Forde and their respective spouses and rescinding the prior agreement between the Company and said parties to acquire the businesses known as Celebrity Cigars, Inc. and Test Drive Live, Inc. By rescinding that transaction and cancelling the 2 million shares issued to Mobley and the 2 million shares issued to Forde, there was a resulting change of control, because those 4 million shares represented more than a majority of the Company. The Company also returned $200,000 of loans previously assigned to the Company by Nextelligence in consideration of return of all of the shares described herein.

 

After the above described rescission and cancellation of shares, there remains total outstanding shares of 2,218,700, 2 million of which are owned by Blue Ridge Capital, LLC, a company controlled by President and Director Jim Byrd.

 

There are no arrangements among any current control persons regarding election of directors or other similar matters.

 

There are no other pledges, agreements or matters currently in existence that would lead to any future change of control of the Company.

 

Item 7. Departure of Certain Officers

 

As of October 31, 2023 Mr. Andre Forde resigned as the Company as President, CEO and Director and Mr. William Mobley resigned as director. Mr. Jim Byrd was appointed as President and is the sole remaining director.

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Exact name of issuer as specified in its charter) Web3 Corporation  
     
By (Signature and Title) /s/ Jim Byrd, President and Director  
     
Date:  November 7, 2023