United states
Securities and exchange commission
Washington, D.C. 20549
Form 10
For registration of securities pursuant to Section 12(g) of the securities exchange act of 1934
Bedford Holdings Corp
(exact name of registrant as specified in its charter)
| Nevada | 87-1597875 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1 Calle Washington Solemar 4A San Juan, Puerto Rico | 00907 | |
| (Address of principal executive offices) | (Zip Code) |
Agent for service:
Neal Hutchinson
Law.Finance
FL Bar #324124
725 Third Street North #C
Jacksonville Beach, FL 32250
904 307 9627
nhlawfinance@gmail.com
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
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 the 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. ☐
Information required in the registration statement
Information called for by Regulation S-K and Form 10 not appearing herein will be included by amendment.
| Item 1. | Business. |
General
Bedford Holdings Corp, a Nevada corporation (the “Company”), formerly named Bedford Energy, Inc., intends to bring together established technologies in supply chain data, crypto currency mining and technology, and energy production. The Company expects to harness the intersection of these markets to connect production with high quality data in order to provide higher quality and higher value products.
The Company intends to acquire and partner with leading technologies in blockchain technology, internet of things, and advanced information security to deliver these solutions. The Company expects to launch a number of unique market solutions over the next few quarters.
These solutions include Track and Trace using blockchain, Made in USA Seal, Testing Lab, Covid Virus Passport, Watson AI, Carbon Credits for Oil and Gas and Energy Industry, IoT tracking devices.
The Company intends to be the technology resurrection of Bedford Energy Inc. in pursuing its business strategies.
Affiliated Companies
The Company intends to become affiliated with the following in pursuing its resurrected business: Bedford Energy, Verity One, USBEEF, Dental SPAC, Hemp-CBD-Cannabis Amalgamated, ECO Logistics, and Blockchain Amalgamated.
Principal Products or Services
Expected products and services include Oil and Gas, Bitcoin Mining with flaring gas, Track and Trace and Validation of Goods and Services worldwide, Covid Vaccine Wallets, and Blockchain Technologies.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. The words “believe,” “may,” “will,” “potential,” “anticipate,” “intend,” “expect,” “could,” “would,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including risks and uncertainties related to prevailing market conditions and the impact of general economic, industry or regulatory conditions in the United States or internationally. Further information on risks that could affect the Company’s business. Except as required by law, the Company assumes no obligation to update these forward-looking statements.
| Item 1A. | Risk Factors. |
The Company proposes to undertake operations, including those described herein, that involve significant risk. An investment in the Company’s shares therefore involves significant risk, including the risk of total loss.
| Item 2. | Financial Information |
To be provided by amendment.
| 1 |
| Item 3. | Properties. |
To be provided by amendment.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
| Item 5. | Directors and Executive Officers. |
| Name of Officer/Director or Control Person | Affiliation with Company | Residential Address | Number of shares owned | Share type/ class | Ownership Percentage of Class Outstanding |
| Bliss holdings | Control | San Juan, PR | 40,000,000 | Preferred | 100% |
| Polyak, John | Officer | Stuart, FL | 500,000 | common | .125% |
| WINTER HAL | Attorney | Boca Raton, FL | 2,000,000 | Common | 0.5% |
| TCI Bliss LLC | Control | San Juan, PR | 214,267,000 | Common | 53.57% |
| Petropoulos Pete | Director | Bayside, TX | 250,000 | Common | 0.06% |
| NIU Steve Zhi Wen | Director | Siler City, NC | 600,000 | Common | 0.15% |
| Martin Marty | Director | Delray Beach, FL | 750,000 | Common | 0.19% |
| Demes Robert W. | Director | Hickory, NC | 3,000,000 | Common | 0.38% |
| Sheehan Luci | Director | Boulder, CO | 2,000,000 | Common | 0.50% |
| Light Larry and Laura Family Trust | Director | Pompano Beach, FL | 4,000,000 | Common | 1.00% |
| Guo Gloria | Controller | Boynton Beach, FL | 500.000 | Common | 0.13% |
| Lynch Edward J Sr | Officer | Wellington, FL | 500,000 | Common | 0.13% |
| Reiser Adam David | Officer Director | Denver, CO | 500,000 | Common | 0.13% |
| Sprague Steven | Owner | Richmond, MA | 1,250,000 | Common | 0.31% |
| Rivetz Intl. SEZC | Owner more than 5% | Grand Cayman | 20,000,000 | Common | 5.00% |
| Lowry Robert | Owner more than 5% | Humacao, PR | 37,000,000 | Common | 9.25% |
| Item 6. | Executive Compensation. |
To be provided by amendment.
| Item 7. | Certain Relationships and Related Transactions, and Director Independence. |
To be provided by amendment.
| Item 8. | Legal Proceedings. |
None
| 2 |
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
Bedford Energy, Inc. predecessor to the Registrant
High and low bid and volume in the over the counter market (OTC Pink) for the years ended December 31, 2019 and 2020 and for the first three quarters of 2021.
| Date | open | high | low | close | volume | ||||||||||||||||
| Q1-19 | $ | – | $ | 0.0001 | $ | – | $ | – | 15,500 | ||||||||||||
| Q2-19 | $ | – | $ | 0.0001 | $ | – | $ | – | 4,410 | ||||||||||||
| Q3-19 | $ | – | $ | – | $ | – | $ | – | 21,320 | ||||||||||||
| Q4-19 | $ | – | $ | 0.0001 | $ | – | $ | 0.0001 | 27,500 | ||||||||||||
| Q1-20 | $ | 0.0001 | $ | 0.0001 | $ | – | $ | 0.0001 | 7,580 | ||||||||||||
| Q2-20 | $ | 0.0001 | $ | 0.0001 | $ | – | $ | 0.0001 | 3,450 | ||||||||||||
| Q3-20 | $ | 0.0001 | $ | 0.0001 | $ | – | $ | – | 19,092 | ||||||||||||
| Q4-20 | $ | – | $ | 0.0001 | $ | – | $ | 0.0001 | 32,960 | ||||||||||||
| Q1-21 | $ | 0.0002 | $ | 0.0010 | $ | 0.0001 | $ | 0.0010 | 4,250 | ||||||||||||
| Q2-21 | $ | 0.0157 | $ | 0.5000 | $ | 0.0001 | $ | 0.0200 | 1,627,688 | ||||||||||||
| Q3-21 | $ | 0.0300 | $ | 0.1300 | $ | 0.0051 | $ | 0.0320 | 4,301,176 | ||||||||||||
Additional information to be provided by amendment.
| Item 10. | Recent Sales of Unregistered Securities. |
None
| Item 11. | Description of Registrant’s Securities to Be Registered. |
The Company anticipates effecting a 20 to one reverse split on all classes of stock.
| Trading symbol: | BFDE |
| Exact title and class of securities outstanding: | Common Shares |
| CUSIP: | 076110 105 |
| Par or stated value: | $.001 |
| Total Common shares authorized: | 450,000,000 |
| Total Preferred shares authorized: | 0,000,000 |
| Approximate: | |
| Number of shares in the Public Float[1]: | 15,047,000 |
| Total number of shareholders of record: | 457 |
Transfer Agent
| Name: | VStock Transfer, LLC |
| Phone: | 610-765-1265 |
| Email: | davidm@vstocktransfer.com |
| Address: | 18 Lafayette Place Woodmere, NY 11598 |
The Transfer Agent is registered under the Exchange Act.
| 3 |
| Item 12. | Indemnification of Directors and Officers. |
To be provided by amendment.
| Item 13. | Financial Statements and Supplementary Data. |
To be provided by amendment.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None
| Item 15. | Financial Statements and Exhibits. |
(a) Financial Statements
Certain audited financial statements of the Company are provided herein. Additional financial statements will be provided by amendment.
(b) Exhibits
The following documents are filed as exhibits hereto. All unfiled exhibits required by Item 601 of Regulation S-K will be filed by amendment.
| Exhibit Number | Exhibit |
| 3.1(i) | Certificate of Amendment to Articles |
| 23.1 | Consent of JPDN LLC |
| 4 |
VERITY ONE LTD.
A Bedford Holdings Company
Financial Statements
Table of Contents
| Independent Auditor’s Report | |
| Statement of Profit or Loss | |
| Statement of Financial Position | |
| Statement of Cash Flows | |
| Statement of Changes in Equity | |
| Notes to the Financial Statements |
| F-1 |
 | STE B6 Room 107 2300 Pleasant Hill Road Duluth, GA 30096 Tel: 770-813-8838 |
Independent Auditor's Report
To: The Shareholders of VERITY ONE LTD.
We have audited the accompanying financial statements of VERITY ONE LTD. (the "Company"), which comprise the statement of financial position as at December 31, 2020/2019, the statement of profit or loss, statement of changes in equity, and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management's responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020/2019, and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.
/s/ JPDN LLC
JPDN LLC
Date: April 30, 2021
| F-2 |
VERITY ONE LTD.
Statement of profit or loss
For the year ended December 31, 2020
| Note | 2020 | 2019 | ||||||||
| $ | $ | |||||||||
| Continuing operations | ||||||||||
| Revenue | 4,128,232 | 21,708 | ||||||||
| Cost of sales | (2,939,369 | ) | (4,683 | ) | ||||||
| Gross profit | 1,188,863 | 17,025 | ||||||||
| Other operating income | – | – | ||||||||
| Administrative expenses | (1,053,969 | ) | (21,703 | ) | ||||||
| Depreciation expense | – | – | ||||||||
| Sub-contract labor | – | – | ||||||||
| State tax | – | – | ||||||||
| Other expenses | (10 | ) | – | |||||||
| Operating profit | 134,884 | (4,678 | ) | |||||||
| Profit before tax | 134,884 | (4,678) | ||||||||
Income tax income | – | – | ||||||||
| Profit/(Loss) for the year from continuing operations | 134,884 | (4,678 | ) | |||||||
| Profit/Loss for the year | 134,884 | (4,678 | ) | |||||||
See Independent Auditor's Report
| F-3 |
VERITY ONE LTD.
Statement of financial position
As at December 31, 2020
| Note | 2020 | 2019 | ||||||||
| $ | $ | |||||||||
| Assets | ||||||||||
| Non-current assets | ||||||||||
| Fixed assets | – | – | ||||||||
| Accumulated depreciation | – | – | ||||||||
| Deferred tax assets | – | – | ||||||||
| Total non-current assets | – | – | ||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 54,395 | 671 | ||||||||
| Trade receivables | 75,998 | – | ||||||||
| Other receivables | 41,433 | 600 | ||||||||
| Inventories | – | – | ||||||||
| Prepayments | – | – | ||||||||
| Total current assets | 171,825 | 1,271 | ||||||||
| Liabilities & Equity | ||||||||||
| Current liabilities | ||||||||||
| Trade payables | – | – | ||||||||
| Other payables | – | – | ||||||||
| Deferred revenue | – | – | ||||||||
| Employee benefit liabilities | – | – | ||||||||
| Loans and borrowings | – | – | ||||||||
| Advanced Received | – | – | ||||||||
| Total current liabilities | – | – | ||||||||
| Net Current Assets | 171,825 | 1,271 | ||||||||
| Non current liabilities | – | – | ||||||||
| Net Assets | 171,825 | 1,271 | ||||||||
| Capital and reserves | ||||||||||
| Share capital | 41,619 | 5,949 | ||||||||
| Retained earnings | (4,678 | ) | – | |||||||
| Profit for the year | 134,884 | (4,678 | ) | |||||||
| Total Equity | 171,825 | 1,271 | ||||||||
See Independent Auditor's Report
| F-4 |
VERITY ONE LTD.
Statement of cash flows
For the year ended December 31, 2020
| Note | 2020 | 2019 | ||||||||
| $ | $ | |||||||||
| Operating activities | ||||||||||
| Profit for the year | 134,884 | (4,678 | ) | |||||||
| Adjustments for | ||||||||||
| Depreciation and Amortization | – | – | ||||||||
| Decrease (Increase) in trade receivables | (75,998 | ) | – | |||||||
| Decrease (Increase) in other receivable | (40,833 | ) | (600 | ) | ||||||
| Decrease (Increase) in inventories | – | – | ||||||||
| Decrease (Increase) in prepayment | – | – | ||||||||
| Increase (Decrease) in trade and other payables | – | – | ||||||||
| Increase (Decrease) in provisions and employee benefits | – | – | ||||||||
| Increase (Decrease) in deferred revenue | – | – | ||||||||
| Increase (Decrease) in advanced received | – | – | ||||||||
| Cash generated from operations | 18,053 | (5,278 | ) | |||||||
| Income tax paid | – | – | ||||||||
| Net cash flows from operating activities | 18,053 | (5,278 | ) | |||||||
| Investing activities | ||||||||||
| Fixed assets and Intangible assets | – | – | ||||||||
| Net cash used in investing activities | – | – | ||||||||
| Financing activities | ||||||||||
| Paid-in capital | 35,671 | 5,930 | ||||||||
| Net cash from financing activities | 35,671 | 5,930 | ||||||||
| Net increase in cash and cash equivalents | 53,724 | 653 | ||||||||
| Cash and cash equivalents at beginning of year | 671 | 18 | ||||||||
| Cash and cash equivalents at end of year | 53,395 | 671 | ||||||||
See Independent Auditor's Report
| F-5 |
VERITY ONE LTD.
Statement of changes in equity
For the year ended December 31, 2020
| Share Capital - Ordinary | Retained Earnings | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Beginning balance | 5,949 | (4,678 | ) | 1,271 | ||||||||
| Paid-in capital | 35,671 | – | 35,671 | |||||||||
| Net income | – | 134,884 | 134,884 | |||||||||
| Dividends | – | – | – | |||||||||
| Ending balance | 41,619 | 130,206 | 171,825 | |||||||||
VERITY ONE LTD.
Statement of changes in equity
For the year ended December 31, 2019
| Share Capital - Ordinary | Retained Earnings | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Beginning balance | 18 | – | 18 | |||||||||
| Paid-in capital | 5,930 | – | 5,930 | |||||||||
| Net income | – | (4,678 | ) | (4,678 | ) | |||||||
| Dividends | – | – | – | |||||||||
| Ending balance | 5,949 | (4,678 | ) | 1,271 | ||||||||
See Independent Auditor's Report
| F-6 |
VERITY ONE LTD.
Notes to the financial statements
For the year ended December 31, 2020/2019
NOTE 1
Corporate information
VERITY ONE LTD.(the "Company") was incorporated in Wyoming 08/08/2018; The Company is located in Cheyenne, WY, United States and is part of the Architectural, Engineering, and Related Services Industry.
NOTE 2
Significant accounting policies
Basis of preparation
The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) as issued by the Financial Accounting Standards Board (FASB). The financial statements have been prepared on a historical cost basis. The financial statements are presented in U.S. dollar and all values are rounded to the nearest number.
Revenue recognition
The Company recognizes revenue from goods sold or services provided at the time there is persuasive evidence that the Company has delivered goods or provided services, the selling price to the buyer is fixed or determinable and collection of the related receivable is reasonably assured.
NOTE 3
| Item | 2020 $ | 2019 $ | ||||||
| Bank | 54,395 | 671 | ||||||
| Total | 54,395 | 671 | ||||||
NOTE 4
Trade receivables
| Item | 2020 $ | 2019 $ | ||||||
| Third party | 75,998 | – | ||||||
| Total | 75,998 | – | ||||||
| F-7 |
NOTE 5
Other receivables
| Item | 2020 $ | 2019 $ | ||||||
| Deposit and others | 41,433 | 600 | ||||||
| Total | 41,433 | 600 | ||||||
NOTE 6
Administrative expense
| Item | 2020 | 2019 | ||||||
| $ | $ | |||||||
| Advertising & Marketing | 3,207 | 90 | ||||||
| Auto Expense | 885 | – | ||||||
| Bank Charges & Fees | 3,826 | 766 | ||||||
| Business License & Permit | 5,950 | – | ||||||
| Car&Truck | 2,000 | 161 | ||||||
| Cleaning Expense | 440 | – | ||||||
| Commission | 3,640 | – | ||||||
| Contractors | 120,176 | 155 | ||||||
| IT Support | 919 | – | ||||||
| Custom Fee | 143,790 | 1,799 | ||||||
| Employee Education | 800 | – | ||||||
| Insurance | 14,912 | – | ||||||
| Internet Expense | 2,855 | 792 | ||||||
| Legal & Professional Services | 437,648 | 1,764 | ||||||
| Consulting | 3,567 | – | ||||||
| Meals & Entertainment | 9,879 | 671 | ||||||
| Medical Expense | 370 | – | ||||||
| Merchant Fees | 2,994 | 1,880 | ||||||
| Office Supplies & Software | 249,446 | 12,469 | ||||||
| Printing Expense | 1,000 | – | ||||||
| Rent & Lease | 6,732 | – | ||||||
| Repairs & Maintenance | 2,478 | 100 | ||||||
| Security Expense | 96 | – | ||||||
| Shipping, Freight & Delivery | 14,570 | – | ||||||
| Supplies & Materials | 6,665 | – | ||||||
| Travel | 9,521 | – | ||||||
| Utilities | 5,604 | 1,056 | ||||||
| Total | 1,053,969 | 21,703 | ||||||
NOTE 7
Other expenses
| Item | 2020 $ | 2019 $ | ||||||
| Other Miscellaneous Expense | 10 | – | ||||||
| Total | 10 | – | ||||||
| F-8 |
signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Bedford Holdings Corp | |
| By: /s/ Adam Reiser | |
| Name: Adam Reiser | |
| Title: President and Chief Executive Officer |
Date: September 27, 2021
| 9 |
