GEDC / CalEthos, Inc. - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

CalEthos, Inc.
US ˙ OTCPK

Podstawowe statystyki
CIK 1174891
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CalEthos, Inc.
SEC Filings (Chronological Order)
Na tej stronie znajduje się pełna, chronologiczna lista zgłoszeń SEC, z wyłączeniem zgłoszeń własności, które udostępniamy gdzie indziej.
May 14, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (

May 11, 2026 EX-99.1

CalEthos, Inc. and its subsidiary, TerraVolt Infrastructure, Inc., sign a Natural Gas Supply Agreement for TerraVolt’s planned AI Data Center Infrastructure Development

Exhibit 99.1 CalEthos, Inc. and its subsidiary, TerraVolt Infrastructure, Inc., sign a Natural Gas Supply Agreement for TerraVolt’s planned AI Data Center Infrastructure Development Tustin, CA – May 11, 2026 – CalEthos, Inc. (OTCQB:GEDC), and its subsidiary TerraVolt Infrastructure, Inc. (“TerraVolt” or, collectively with CalEthos, Inc., the “Company”), today announced the execution of an agreemen

May 11, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. __) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 14, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 14, 2026 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employe

May 4, 2026 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CalEthos, Inc. (Name of Registrant A

April 29, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. __) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 23, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 23, 2026 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employe

April 29, 2026 EX-4.1

CalEthos, Inc. 8% PROMISSORY NOTE

Exhibit 4.1 CalEthos, Inc. 8% PROMISSORY NOTE $16,000,000.00 April 23, 2026 FOR VALUE RECEIVED, CALETHOS, INC., a Nevada corporation (herein called the “Company”), hereby promises to pay on April 30, 2028, to SFO IDF LLC, with an address at 787 N. Palm Canyon Drive, Palm Springs, California 92262, or its assigns (together, herein called the “Holder”), the principal sum of Sixteen Million Dollars (

April 29, 2026 EX-4.2

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. CALETHOS INC. Warrant for the Purchase of up to 6,000,000 Shares of Common Stock, par value $0.001 per share

Exhibit 4.2 WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE

April 29, 2026 EX-10.1

CalEthos Inc. 11753 Willard Avenue Tustin, CA 92782

Exhibit 10.1 CalEthos Inc. 11753 Willard Avenue Tustin, CA 92782 April 23, 2026 SFO IDF LLC 787 N. Palm Canyon Drive Palm Springs, CA 92262 Attention: Chauncey Thompson Dear Mr. Thompson: Reference is made to (i) the outstanding promissory notes dated April 22, 2025, July 22 205 and December 15, 2025 of CalEthos Inc. (the “Company”) in the principal amounts of $250,000, $500,000 and $250,000, resp

March 31, 2026 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 CalEthos, Inc. (Exact name of registrant as specified in i

March 31, 2026 EX-10.8

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. CALETHOS INC. Warrant for the Purchase of up to 2,000,000 Shares of Common Stock, par value $0.001 per share

Exhibit 10.8 WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWIS

March 31, 2026 EX-10.7

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. CALETHOS INC. Warrant for the Purchase of up to 500,000 Shares of Common Stock, par value $0.001 per share

Exhibit 10.7 WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWIS

March 31, 2026 EX-10.3

EXECUTIVE EMPLOYMENT AGREEMENT Chairman and Chief Executive Officer

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT Chairman and Chief Executive Officer This Executive Employment Agreement (“Agreement”) is made and entered into on March 27, 2026, by and between CalEthos, Inc., with principal offices located at 11753 Willard Avenue, Tustin, CA 92782 (“CalEthos,” “Employer,” or the “Company”) and Joel D. Stone (“Executive”). Employer and Executive shall be referred to i

March 31, 2026 EX-10.9

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. CALETHOS INC. Warrant for the Purchase of up to 1,000,000 Shares of Common Stock, par value $0.001 per share

Exhibit 10.9 WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWIS

November 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, In

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (E

May 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (

April 2, 2025 EX-4.1

Description of Registered Securities

Exhibit 4.1 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the complete text of our Articles of Incorporation, as amended (the “Articles of Incorp

April 2, 2025 EX-10.6

Warrant dated December 15, 2024 of CalEthos Inc. issued to Nanosha Investments LLC.

Exhibit 10.6 WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWIS

April 2, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 CalEthos, Inc. (Exact name of registrant as specified in i

April 2, 2025 EX-10.4

Warrant dated December 6, 2023 of CalEthos issued to M1 Advisors LLC.

Exhibit 10.4 WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWIS

April 1, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

December 17, 2024 EX-1

CalEthos, Inc. EXCHANGE SUBSCRIPTION AGREEMENT December 15, 2024

Exhibit 1 CalEthos, Inc. EXCHANGE SUBSCRIPTION AGREEMENT December 15, 2024 CalEthos, Inc. 11753 Willard Avenue Tustin, California 92782 Ladies and Gentlemen: Nanosha Investments LLC, the holder (the “Holder”) of (i) 10% Promissory Note (the “Note”) of CalEthos, Inc. (the “Company”) in the original principal amount of $1,000,000, (ii) a warrant of the Company (the “$3.50 Warrant”) to purchase 300,0

November 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, In

November 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (E

August 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. __) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 22, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 22, 2024 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer

August 1, 2024 EX-99.1

CalEthos increases the size of its development to 315-acres in Lithium Valley for a planned large-scale Clean Energy Powered Data Center Campus

Exhibit 99.1 CalEthos increases the size of its development to 315-acres in Lithium Valley for a planned large-scale Clean Energy Powered Data Center Campus TUSTIN, CA – July 31, 2024 — CalEthos, Inc. (OTCQB:GEDC), (“CalEthos” or the “Company”), today announced the following business update: On July 24, 2024, CalEthos signed an Option Agreement to purchase 315 acres of land in the soon-to-be appro

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (

May 15, 2024 EX-3.1

Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report of Form 10-Q filed on May 15, 2024).

Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION OF CALETHOS, INC. FIRST The name of the corporation is CALETHOS, INC. SECOND Its principal office in the State of Nevada is located at 2215-B Renaissance Drive, Las Vegas, NV 89919. The name of its resident agent is CSC Services of Nevada, Inc. at the above address. THIRD The purpose or purposes for which the corporation is organized: To engage in and

April 9, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 CalEthos, Inc. (Exact name of registrant as specified in i

April 9, 2024 EX-10.4

Form of Promissory Note dated February 12, 2024 of CalEthos Inc. to Nanosha Investments LLC.

Exhibit 10.4 CalEthos, Inc. 10% PROMISSORY NOTE $1,000,000.00 February 12, 2024 FOR VALUE RECEIVED, CALETHOS, INC., a Nevada corporation (herein called the “Company”), hereby promises to pay on May 30, 2024, to NANOSHA INVESTMENTS LLC, with an address at 1202 Walnut Avenue, Long Beach, California 90813, or its assigns (together, herein called the “Holder”), the principal sum of One Million Dollars

April 9, 2024 EX-10.5

Warrant dated February 12, 2024 of CalEthos Inc. issued to Nanosha Investments LLC.

Exhibit 10.5 WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWIS

April 9, 2024 EX-4.1

Description of Registered Securities

Exhibit 4.1 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the complete text of our Articles of Incorporation, as amended (the “Articles of Incorp

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

March 14, 2024 SC 13D

BUUZ / CalEthos, Inc. / FONTENOT SEAN PAUL Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CalEthos, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 91678P203 (CUSIP Number) Sean Paul Fontenot 1202 Walnut Avenue Long Beach, CA 90813 (714) 855-8100 (Name, address and telephone number of person a

March 14, 2024 SC 13D/A

BUUZ / CalEthos, Inc. / Campbell Michael Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) CalEthos, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 91678P203 (CUSIP Number) Michael Campbell 11754 Willard Avenue Tustin, CA 92782 (714) 855-8100 (Name, address and telephone n

March 12, 2024 EX-10.1

Form of Exchange Subscription Agreement between CalEthos Inc. and certain of its securityholders.

EXHIBIT 10.1 CalEthos, Inc. EXCHANGE SUBSCRIPTION AGREEMENT [Date] CalEthos, Inc. 11753 Willard Avenue Tustin, California 92782 Ladies and Gentlemen: The undersigned holder(s) (the “Holder”) of (i) % [OID] Promissory Notes (the “Notes”) of CalEthos, Inc. (the “Company”) in the aggregate principal amount of $, and (ii) warrants of the Company (the “Warrants”) to purchase shares of Common Stock, par

March 12, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 11, 2023 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Empl

December 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. __) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 7, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 7, 2023 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Emplo

December 7, 2023 EX-99.2

Project Brochure.

EXHIBIT 99.2

December 7, 2023 EX-99.1

CalEthos Completes the First Phase of Development on a planned 300MW Clean Energy Powered Data Center Campus in Southern California

EXHIBIT 99.1 CalEthos Completes the First Phase of Development on a planned 300MW Clean Energy Powered Data Center Campus in Southern California TUSTIN, CA – December 7, 2023 — CalEthos, Inc. (“CalEthos” or the “Company”) today announced the following business update: As previously reported, CalEthos is preparing to build a clean energy powered, 300-megawatt (MW) wholesale co-location data center

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, In

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (E

June 27, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 19, 2023 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer

June 27, 2023 EX-10.1

Employment Agreement dated as of June 19, 2023 between CalEthos Inc. and Joel Stone (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 27, 2023).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT President and Chief Operating Officer This Executive Employment Agreement (“Agreement”) is made and entered into on June 19, 2023, by and between CalEthos, Inc., with principal offices located at 11753 Willard Avenue, Tustin, CA 92782 (“CalEthos,” “Employer,” or the “Company”) and Joel Stone (“Executive”). Employer and Executive shall be referred to indi

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 CALETHOS, INC. (Exact name of registrant as specified in i

April 17, 2023 EX-4.10

Description of Registered Securities

Exhibit 4.10 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the complete text of our Articles of Incorporation, as amended (the “Articles of Incor

March 28, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, In

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (E

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (

March 31, 2022 EX-14

Code of Conduct and Ethics of CalEthos Inc.

EX-14 3 ex14.htm Exhibit 14 CODE OF CONDUCT AND ETHICS OF CALETHOS, INC. Adopted: March 28, 2022 The Board of Directors of CalEthos, Inc. (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our stockholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To prompt full, fair, accurate, timely

March 31, 2022 EX-10.12

Consulting Agreement dated as of October 10, 2018 between CalEthos Inc. and DSS Consulting Corporation.

Exhibit 10.12 CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of October 10, 2018 between DSS Consulting Corporation (the ?Consultant?) and RealSource Residential, Inc. (the ?Company?) (collectively the ?Parties?). WHEREAS, the Company desires to retain the consulting services of the Consultant and the Company wishes to acquire and be assured of Consultant?s consulting services on the terms an

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 CalEthos, Inc. (Exact name of registrant as specified in i

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, In

October 21, 2021 DEF 14C

2021 Equity Incentive Plan (incorporated by reference to Exhibit Annex A to our Schedule 14C Information Statement filed on October 21, 2021).

DEF 14C 1 formdef14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CalEthos, I

October 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 7, 2021 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employ

October 5, 2021 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CalEthos, Inc. (Name of Registrant A

September 21, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 17, 2021 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employ

September 21, 2021 EX-10.1

Consulting Agreement dated as of August 17, 2021 between CalEthos Inc. and M1 Advisors LLC

Exhibit 10.1 CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of August 17, 2021, by and between CalEthos, Inc., a Nevada corporation (the ?Company? to be renamed AIQ Blockchain, Inc.), and M1 Advisors LLC a Delaware corporation (the ?Consultant?). WHEREAS, the Company desires to retain the consulting services of the Consultant and to have the Consultant provide services as the Company?s ?Chief

September 21, 2021 EX-4.5

Warrant dated September 15, 2021 of CalEthos to Mireya Lange (incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K filed on September 21, 2021).

Exhibit 4.5 THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THAT ACT. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF CALETHOS, INC. This certifies that Mireya Lange, or any par

September 21, 2021 EX-4.1

Form of OID Promissory Note dated September 15, 2021 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on September 21, 2021).

Exhibit 4.1 OID CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG

September 21, 2021 EX-4.4

Restricted Share Award Agreement dated August 17, 2021 between CalEthos Inc. and Hyuncheol Kim.

Exhibit 4.4 RESTRICTED SHARE AWARD AGREEMENT CalEthos, Inc. * * * * * Participant: Hyuncheol Kim Grant Date: August 17, 2021 Number of Restricted Shares granted: 10,000,000 * * * * * THIS AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between CalEthos, Inc., a Nevada corporation (the ?Company?), and the Participant specified above; and WHEREA

September 21, 2021 EX-4.3

Restricted Share Award Agreement dated August 17, 2021 between CalEthos Inc. and M1 Advisors LLC.

Exhibit 4.3 RESTRICTED SHARE AWARD AGREEMENT CalEthos, Inc. * * * * * Participant: M1 Advisors LLC Grant Date: August 17, 2021 Number of Restricted Shares granted: 1,500,000 * * * * * THIS AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between CalEthos, Inc., a Nevada corporation (the ?Company?), and the Participant specified above; and WHERE

September 21, 2021 EX-10.3

Registration Rights Agreement dated as of September 15, 2021 between CalEthos Inc. and Nonosha Investments LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on September 21, 2021).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of September 15, 2021, by and among CalEthos Inc., a Nevada corporation (the ?Company?), and the investor signatory hereto (the ?Investor?). This Agreement is made pursuant to the Subscription Agreement, dated on or about September 1, 2021 among the Company and the Investor

September 21, 2021 EX-4.2

Form of Series A Warrant dated September 15, 2021 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on September 21, 2021).

Exhibit 4.2 SERIES A WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR

September 21, 2021 EX-10.2

Consulting Agreement dated as of August 17, 2021 between CalEthos Inc. and Hyuncheol Kim.

Exhibit 10.2 CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of August 17, 2021, by and between CalEthos, Inc., a Nevada corporation (the ?Company? to be renamed AIQ Blockchain, Inc.) with offices at 11753 Willard Ave., Tustin Ca 92782, and Hyuncheol Kim (the ?Consultant?) with address at 132 Dolci, Irvine, CA 92602. WHEREAS, the Company desires to retain the consulting services of the Consult

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc. (E

July 20, 2021 8-K

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 20, 2021 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number

July 20, 2021 EX-99.1

CalEthos Issues CEO Business Update

EX-99.1 2 ex99-1.htm Exhibit 99.1 CalEthos Issues CEO Business Update TUSTIN, CA – July 20, 2021 — CalEthos, Inc. (OTC Markets: BUUZ.PNK) (“CalEthos” or the “Company”) today issued the following business update from Michael Campbell, Chairman and Chief Executive Officer: To Our Fellow CalEthos Stakeholders: Over the past few months, many notable changes have been made at CalEthos as we continued o

July 14, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00

June 30, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 CalEthos, Inc. (Exact name of registrant as specified

June 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos

June 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000

June 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00

April 15, 2020 8-K

Termination of a Material Definitive Agreement

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 3, 2020 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number

March 30, 2020 EX-10.4

Form of OID Convertible Promissory Note due February 28, 2021.

Exhibit 10.4 [Form of oid Convertible Promissory Note] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EF

March 30, 2020 EX-10.5

Form of Series A Warrant (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K filed on March 30, 2021).

EX-10.5 3 ex10-5.htm Exhibit 10.5 [FORM OF] SERIES A WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFE

March 30, 2020 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 CalEthos, Inc. (Exact name of registrant as specified

January 17, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 16, 2020 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Num

January 17, 2020 EX-99.2

Virtual Tour Script

EX-99.2 4 ex99-2.htm Exhibit 99.2 Virtual Tour Script Welcome to the future of cannabis retail… SHOWCASE…the ultimate learning and shopping experience, and the premier showcase for the best that California cannabis brands have to offer. CalEthos is building 10 SHOWCASE cannabis superstores in the growing Southern California market over the next three years. SHOWCASE superstores are designed to giv

January 17, 2020 EX-99.1

COMING SOON TO SOUTHERN CALIFORNIA

EX-99.1 3 ex99-1.htm Exhibit 99.1 Executive Summary – January 2020 COMING SOON TO SOUTHERN CALIFORNIA CalEthos’ “SHOWCASE” – Cannabis Superstore and Event Center ✓ The Premier “Product Showcase” for Leading California Cannabis Brands. ✓ The Ultimate “Learning & Shopping Venue” for Southern California Cannabis Consumers. CalEthos, Inc. (OTCPK.BUUZ) is building a chain of large-format retail store a

January 17, 2020 EX-2.1

Stock Purchase Agreement, dated as of January 15, 2020, by and between CalEthos, Inc. and Terra Tech Corp.

Exhibit 2.1 stock PURCHASE AGREEMENT This stock PURCHASE AGREEMENT (this “Agreement”) is effective as of January 15, 2020, by and between Terra Tech Corp., a Nevada corporation (the “Seller”) and CalEthos, Inc., a Nevada corporation (the “Purchaser” and together with Seller, each a “Party” and collectively, the “Parties”). RECITALS A. As of the date of this Agreement, Seller owns all of the issued

November 13, 2019 10-Q

BUUZ / CalEthos, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos

August 14, 2019 10-Q

BUUZ / CalEthos, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, Inc

June 6, 2019 SC 13D/A

BUUZ / CalEthos, Inc. / Campbell Michael Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 CALETHOS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 91678P203 (CUSIP Number) Michael Campbell 11753 Willard Avenue Tustin, CA 92782 Telephone: (714) 855-8100 (Name, Address and Telephone Number of Person

May 15, 2019 10-Q

BUUZ / CalEthos, Inc. 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 CalEthos, In

April 1, 2019 10-K

BUUZ / CalEthos, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 CalEthos, Inc. (Exact name of registrant as specified

February 8, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2018 CalEthos, Inc. (Exact name of registrant as specified in its charter) Nevada 0005-50331 98-0371433 (State or other jurisdiction of incorporation) (C

February 8, 2019 EX-3.1

Certificate of Amendment to Articles of Incorporation dated December 20, 2018.

EX-3.1 2 ex3-1.htm

November 14, 2018 10-Q

RSRT / RealSource Residential, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOUR

October 30, 2018 DEF 14C

RSRT / RealSource Residential, Inc. DEF 14C

DEF 14C 1 formdef14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement RealS

October 29, 2018 EX-16.1

Letter from Novogradac & Company LLP dated October 26, 2009.

EX-16.1 4 ex16-1.htm Exhibit 16.1

October 29, 2018 8-K

Material Modification to Rights of Security Holders, Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2018 RealSource Residential, Inc. (Exact name of registrant as specified in its charter) Nevada 0005-50331 98-0371433 (State or other ju

October 29, 2018 EX-2.1

Amendment to Certificate of Designation After Issuance of Class or Series filed with the Nevada Secretary of State on October 29, 2018 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on October 29, 2018).

EX-2.1 2 ex2-1.htm Exhibit 2.1

October 16, 2018 PRE 14C

RSRT / RealSource Residential, Inc. PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement RealSource Residential, Inc. (

September 24, 2018 SC 13D

BUUZ / CalEthos, Inc. / M1 Advisors Llc Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) Under the Securities Exchange Act of 1934 REALSOURCE RESIDENTIAL, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 91678P203 (CUSIP Number) Michael Campbell 11753 Willard Avenue Tustin, CA 92782 Telephone: (714) 855-8100 (Name, Address and Telephone Num

September 24, 2018 EX-1

Joint Filing Agreement, dated September 24, 2018, by and between Michael Campbell and M1 Advisors LLC

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

September 24, 2018 SC 13D

BUUZ / CalEthos, Inc. / Cooper Piers Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) Under the Securities Exchange Act of 1934 REALSOURCE RESIDENTIAL, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 91678P203 (CUSIP Number) Piers Cooper 11753 Willard Avenue Tustin, CA 92782 Telephone: (714) 352-5315 (Name, Address and Telephone Number

September 14, 2018 EX-3.2

Certificate of Designation of Series A Preferred Stock filed with the Nevada Secretary of State on September 12, 2018 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on September 14, 2018).

EX-3.2 2 ex3-2.htm Exhibit 3.2 certificate of DESIGNATION OF Series A PREFERRED STOCK of Realsource residential, INC. I, Michael Campbell, hereby certify that I am the Chief Executive Officer of RealSource Residential, Inc. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes, and further do hereby certify: That pursuant to the authority expressly conferred upon

September 14, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2018 RealSource Residential, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of inc

September 14, 2018 EX-10.1

Series A Preferred Stock Purchase Agreement dated as of September 12, 2018 among our company and the purchasers of Series A Preferred Stock listed therein (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 14, 2018).

EX-10.1 3 ex10-1.htm Exhibit 10.1 SERIES A PREFERRED STOCK PURCHASE AGREEMENT This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 12, 2018, by and between REALSOURCE RESIDENTIAL, INC., a Nevada corporation (the “Company”), and each of the persons and entities listed as a purchaser on the signature pages hereto (each a “Purchaser” and collectively, the “Purcha

August 28, 2018 SC 14F1

RSRT / RealSource Residential, Inc. SC 14F1

SC 14F1 1 formsc14f-1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder RealSource Residential, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-50331 Nevada 98-0371433 (State or other jurisdiction of incorp

August 28, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 28, 2018 RealSource RESIDENTIAL, Inc. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation)

August 28, 2018 EX-3.1

Certificate of Change filed with the Nevada Secretary of State on August 28, 2018 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on August 29, 2018).

August 15, 2018 NT 10-Q

RSRT / RealSource Residential, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: June 30, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

August 15, 2018 10-Q

RSRT / RealSource Residential, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RE

May 14, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00

March 28, 2018 10-K

RSRT / RealSource Residential, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 REALSOURCE RESIDENTIAL, INC. (Exact name of registrant

October 27, 2017 10-Q

RSRT / RealSource Residential, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOUR

August 14, 2017 10-Q

RSRT / RealSource Residential, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RE

May 15, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE R

March 21, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 REALSOURCE RESIDENTIAL, INC. (Exac

November 14, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOUR

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RE

May 16, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE R

March 30, 2016 10-K

Purchase and Sale Agreement, dated March 12, 2014, between the Company and RS Cambridge Apartments, LLC. (incorporated by reference from our Annual Report on Form 10-K filed on March 31, 2016)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 REALSOURCE RESIDENTIAL, INC. (Exact name of registrant

January 19, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 19, 2016 (January 15, 2016) REALSOURCE RESIDENTIAL, INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or

January 19, 2016 8-K

RealSource Residential Form 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 19, 2016 (January 15, 2016) REALSOURCE RESIDENTIAL, INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdictio

January 19, 2016 EX-10.1

Form of Amendment to Note and Warrant (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 19, 2016).

EX-10.1 2 ex10-1.htm Exhibit 10.1 FORM OF AMENDMENT TO NOTE AND WARRANT This AMENDMENT TO NOTE AND WARRANT (the “Amendment”), dated effective as of December 9, 2015 (the “Effective Date”), is made by and between REALSOURCE RESIDENTIAL, INC., a Nevada corporation (the “Company”), and (the “Holder”). A. On December 9, 2013, the Company issued to the Holder that certain 12% Series A Senior Convertibl

November 16, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOUR

October 2, 2015 EX-16.1

Letter from Li and Company, PC to the SEC, dated October 2, 2015 (incorporated by reference from our Current Report on Form 8-K filed on October 2, 2015).

Exhibit 16.1 October 2, 2015 United States Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: RealSource Residential, Inc. Commission File Number: 000-50331 Commissioners: We have read Item 4.01 of Form 8-K dated October 2, 2015, of RealSource Residential, Inc. and are in agreement with the statements contained therein insofar as they relate to our firm. Very truly

October 2, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 2, 2015 REALSOURCE RESIDENTIAL, INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction (Commission (IRS E

August 21, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RESI

August 19, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RESIDE

August 14, 2015 NT 10-Q

RealSource Residential NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: June 30, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

May 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RESID

May 15, 2015 NT 10-Q

RealSource Residential NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: March 31, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

March 31, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50331 REALSOURCE RESIDENTIAL, INC. (Exact name of registrant as

November 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE R

August 14, 2014 EX-10.9

Right of First Refusal and Option Agreement dated June 10, 2014, between the Company and RS Bakken One LLC.

Realsource Residential, Inc. 10-Q Exhibit 10.9 RS BAKKEN ONE, LLC to REALSOURCE RESIDENTIAL, INC. RIGHT OF FIRST REFUSAL & OPTION Dated: As of June 10, 2014 Property Location: 6421 13 Mile Center Road NW 113, 115, 117, 119, 121, 123 and Williston, North Dakota 125 Frontier Avenue Williams County City of Watford City, North Dakota McKenzie County DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: M

August 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RESIDE

May 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RESID

March 31, 2014 10-K/A

RealSource Residential, Inc. 10-K/A

10-K/A 1 rsrt-10ka123113.htm AMENDMENT TO ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment 1 (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from October 1, 2013 to December 31, 20

March 27, 2014 10-K

RealSource Residential, Inc. 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from October 1, 2013 to December 31, 2013 Commission file number 000-50331 REALSOURCE RESIDENTIAL, INC. (Exac

March 27, 2014 EX-10.6

Purchase and Sale Agreement, dated March 12, 2014, between the Company and RS Cambridge Apartments, LLC.

RealSource Residential, Inc. 10-K EXHIBIT 10.6 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 12th day of March, 2014 (the “Effective Date”), by and between RS Cambridge Apartments, LLC, a Delaware limited liability company (“Seller”), whose address for the purposes hereof is 2089 East Fort Union Boulevard, Salt Lake City, Utah 84121, and RealSour

January 14, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2013 £ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 REALSOURCE RESIDENTIAL.

January 10, 2014 SC 13D/A

BUUZ / CalEthos, Inc. / Real Source Acquisitions Group, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 REALSOURCE RESIDENTIAL, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 91678P 20 3 (CUSIP Number) December 30, 2013 (Date of Event Which Requires Filing of this Statement) If the filing person has previously

December 31, 2013 NT 10-K

- LATE FILING NOTIFICATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-1174891 CUSIP NUMBER NOTIFICATION OF LATE FILING 91678P 2031 (Check one): S Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: De

December 13, 2013 EX-10.1

Form of Subscription Agreement between the Company and the Investors in the Offering

EX-10.1 4 ex10-1.htm RealSource Residential 8-K EXHIBIT 10.1 Form of SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of , 2013, by and between RealSource Residential, Inc., a Nevada corporation (the “Company”), and the subscriber signatory hereto (“Subscriber”). WHEREAS, the Company and Subscriber are executing and delivering this Agreement in reliance upon an ex

December 13, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 reals-8k121213.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 13, 2013 (December 9, 2013) REALSOURCE RESIDENTIAL, INC. (Exact name of registrant as specified in its charter) Nevada 000-503

December 13, 2013 EX-4.1

Form of 12% Unsecured Convertible Promissory Note (incorporated by reference from our Current Report on Form 8-K filed on December 13, 2013)

EX-4.1 2 ex4-1.htm RealSource Residential 8-K EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD

December 13, 2013 EX-4.2

Form of Warrant issued to Investors in the 2013 Private Placement.(incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 13, 2013).

EX-4.2 3 ex4-2.htm RealSource Residential 8-K EXHIBIT 4.2 NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STA

December 13, 2013 EX-10.2

Right of First Refusal and Option Agreement, dated December 9, 2013, between the Company and RS Cambridge Apartments, LLC

EX-10.2 5 ex10-2.htm RIGHT OF FIRST REFUSAL OPTION RealSource Residential 8-K EXHIBIT 10.2 RIGHT OF FIRST REFUSAL & OPTION For the Option Fee (as hereafter defined) and other good and valuable consideration, RS Cambridge Apartments, LLC, a Delaware limited liability company (the “Grantor”) having an address of 2089 Fort Union Blvd, Salt Lake City, UT 84121, hereby grants to RealSource Residential,

August 15, 2013 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) o QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-503

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) o QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50331 REALSOURCE RESIDE

July 19, 2013 EX-3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on July 19, 2013).

EX-3.2 3 ex-32.htm AMENDED AND RESTATED BYLAWS RealSource Residential, Inc 8-K Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF REALSOURCE RESIDENTIAL, INC. (a Nevada Corporation) (adopted effective as of July 15, 2013) These Amended and Restated Bylaws of RealSource Residential, Inc., a Nevada corporation (formerly known as Upstream Biosciences, Inc., the “Corporation”) are adopted pursuant to Article

July 19, 2013 EX-3.1

Articles of Merger filed with the Nevada Secretary of State on July 15, 2013 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 19, 2013).

EX-3.1 2 ex-31.htm ARTICLES OF MERGER AND AGREEMENT AND PLAN OF MERGER AS FILED WITH THE SECRETARY OF STATE OF NEVADA ON JULY 15, 2013 RealSource Residential, Inc 8-K Exhibit 3.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 11th day of July, 2013, pursuant to Section 92A.180 of the Nevada Revised Statutes (the “NRS”), by and

July 19, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 reals-8k071913.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 19, 2013 (July 15, 2013) REALSOURCE RESIDENTIAL, INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0

June 11, 2013 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.2 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, $0.001 par value, of Upstream Biosciences, Inc, and further agree that this Joint Filing A

June 11, 2013 SC 13D

BUUZ / CalEthos, Inc. / Chesterfield Faring, Ltd. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 UPSTREAM BIOSCIENCES INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 91678P 20 3 (CUSIP Number) May 31, 2013 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Sched

June 11, 2013 EX-99.2

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of May, 2013, by and among Charles El-Moussa, an individual residing at Three Sugar Creek Center, Suite100, Sugar Land, Texas 77478 (“El-Moussa”) and Six Capital Limited, a Seychelles company (“Six Capital”, together with El-Moussa, each a “Seller

June 7, 2013 SC 14F1

- STATEMENT REGARDING CHANGE IN MAJORITY OF DIRECTORS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its corporate charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl

June 5, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) Of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2013 UPSTREAM BIOSCIENCES INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-50331 98-0371433 (State or Other Jurisdiction of Incorporation) (Commission File N

June 5, 2013 EX-10.1

Debt Cancellation and Use of Proceeds Letter Agreement dated May 31, 2013 between the Company and Six Capital Limited (incorporated by reference from our Current Report on Form 8-K filed on June 6, 2013)

Upstream Biosciences, Inc. 8-K Exhibit 10.1 Six Capital Limited Mont Fleuri Mahe, Seychelles May 31, 2013 Upstream Biosciences, Inc. Three Sugar Creek Center, Suite 100, Sugar Land, Texas, 77478 Attention: Charles El-Moussa Re: Debt Cancellation and Use of Proceeds Dear Mr. El-Moussa: In consideration of the benefits to be received by the undersigned, Six Capital Limited (“Six Capital”), pursuant

May 15, 2013 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM

April 22, 2013 EX-10.1

EX-10.1

Exhibit 10.1 THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE

April 22, 2013 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2013 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction (Commission

April 11, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2013 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction (Commission (IRS Employer of in

April 11, 2013 EX-10.1

EX-10.1

Exhibit 10.1 THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE

February 14, 2013 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTRE

December 31, 2012 10-K

10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCE

December 14, 2012 EX-3.1

EX-3.1

EX-3.1 2 ex3-1.txt CERTIFICATE OF CHANGE Exhibit 3.1 ROSS MILLER Secretary of State Document Number 254 North Carson Street, Suite 1 20120818095-36 Carson City, Nevada 89701-4520 Filing Date and Time (776) 684 5708 12/04/2012 2:40 PM Website: www.nvsos.gov Entity Number C6818-2002 Filed in the office of /s/ Ross Miller CERTIFICATE OF CHANGE PURSUANT Ross Miller TO NRS 78.209 Secretary of State Sta

December 14, 2012 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 4, 2012 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction (Commission (IRS Employer of

December 12, 2012 8-K

- CURRENT REPORT DATED 12-6-12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 6, 2012 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction (Commission (IRS Employer of

December 12, 2012 EX-16.1

EX-16.1

Exhibit 16.1 [LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP] December 6, 2012 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We are the former independent accountants for Upstream Biosciences Inc. (the "Company"). We have been furnished with a copy of the Company's Form 8-K disclosing our resignation as indepen

October 11, 2012 DEF 14A

- DEFINITIVE N & PS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the [X] Definitive Proxy Statement Commission Only (as perm

October 1, 2012 8-K

Changes in Control of Registrant, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 16, 2012 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction (Commission (IRS Employer of i

September 11, 2012 PRE 14A

- PRELIMINARY N&PS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the [ ] Definitive Proxy Statement Commission Only (as perm

August 20, 2012 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM B

August 14, 2012 NT 10-Q

- FORM 12B-25 OF UPSTREAM BIOSCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-50331 - (Check One): [ ] Form 10-K [X] Form 10-Q [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR For Period Ended: June 30, 2012 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form

May 30, 2012 10-Q/A

10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upst

May 30, 2012 10-K/A

10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331

May 30, 2012 10-K/A

AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331

May 30, 2012 10-K/A

AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331

May 18, 2012 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM

May 16, 2012 NT 10-Q

-

NT 10-Q 1 g6000.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-50331 - (Check One): [ ] Form 10-K [X] Form 10-Q [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR For Period Ended: March 31, 2012 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Tran

February 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 15, 2012 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commissio

February 14, 2012 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTRE

January 13, 2012 10-K

10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCE

December 29, 2011 NT 10-K

FORM 12B-25 OF UPSTREAM BIOSCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-50331 - (Check One): [X] Form 10-K [ ] Form 10-Q [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR For Period Ended: September 30, 2011 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on

December 13, 2011 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upstream B

November 15, 2011 10-Q

QTRLY REPORT FOR THE QTR ENDED 3-31-11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upstream

October 28, 2011 10-Q

QTRLY REPORT FOR THE QTR ENDED 112-31-10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upstre

September 30, 2011 10-K

ANNUAL REPORT FOR THE YEAR ENDED 9-30-2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCE

August 10, 2011 10-Q

QTRLY REPORT FOR THE QTR ENDED 6-30-2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upstream B

July 26, 2011 10-Q

QTRLY REPORT FOR THE QTR ENDED 3-31-10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upstream

June 30, 2011 10-Q

QTRLY REPORT FOR THE QTR ENDED 12-31-09

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upstre

June 10, 2011 10-K

ANNUAL REPORT FOR THE YEAR ENDED 9-30-09

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCE

December 16, 2010 10-Q/A

AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upst

December 16, 2010 10-K/A

AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIEN

December 16, 2010 10-Q/A

AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 Upstrea

December 10, 2010 10-Q/A

AMENDMENT NO. 1 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCE

December 10, 2010 10-Q/A

AMENDMENT NO 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCES

December 10, 2010 10-Q/A

AMENDMENT TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIE

December 9, 2010 10-K/A

AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM 10-KSB (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-3029

December 1, 2010 10-Q/A

AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCES INC. (Exact nam

December 1, 2010 10-Q/A

AMENDMENT NO 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCES

November 29, 2010 10-Q/A

AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIE

November 26, 2010 10-KT/A

AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM 10-KSB (Mark One) [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended [X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2006 to September 30, 2006 Commission file

November 19, 2010 10-Q/A

AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCES

November 15, 2010 EX-99.1

Upstream Biosciences Inc. provides corporate update

NEWS RELEASE Upstream Biosciences Inc. provides corporate update Calgary, Alberta, November 12, 2010: Upstream Biosciences Inc. (Pink Sheets: UPBS) (the "Company") is pleased to provide an update of the Company's activities during the last 12 months. Company?s Management On December 4, 2009 Dexster Smith resigned as an officer and director of the Company. On December 14, 2009, Joel Bellenson, Dr.

November 15, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2010 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada 000-50331 98-0371433 (State or other jurisdiction of incorporation) (Commissio

November 12, 2010 10-Q/A

AMENDMENT NO. 2 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCE

March 29, 2010 LETTER

LETTER

Via Facsimile and U.S. Mail Mail Stop 4720 February 24, 2010 Joel Bellenson CEO, CFO & Director Upstream Biosciences, Inc. 1892 West Broadway, Suite 200 Vancouver, British Columbia Canada V6J1Y9 Re: Upstream Biosciences, Inc. Item 4.02 Form 8-K Filed August 31, 2009 File No. 0-50331 Dear Mr. Bellenson: We issued comments to you on the above captioned filing on September 4, 2009. As of the date of

February 5, 2010 CORRESP

UPSTREAM BIOSCIENCES INC. 71130, 198 - 8060 Silver Spring Blvd Calgary, AB T3B 5K2 Canada Tel: 403.537.2516

Filed by sedaredgar.com - UPSTREAM BIOSCIENCES INC. - CORRESP UPSTREAM BIOSCIENCES INC. 71130, 198 - 8060 Silver Spring Blvd Calgary, AB T3B 5K2 Canada Tel: 403.537.2516 February 5, 2010 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549-7010 USA Attention: Sasha Singh Parikh Staff Accountant Dear Sirs/Mesdames: Re: Securities and Exc

December 30, 2009 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC. FILE NUMBER 000-50331 CUSIP NUMBER 91678P104 NOTIFICATION OF LATE FILING (Check one): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended September 30, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Re

December 15, 2009 EX-10.2

RETURN TO TREASURY AGREEMENT

RETURN TO TREASURY AGREEMENT THIS AGREEMENT made effective as of December 4, 2009 BETWEEN: UPSTREAM BIOSCIENCES INC.

December 15, 2009 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Impairments, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 4, 2009 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-50331 (Commission File Numbe

December 15, 2009 EX-10.1

RETURN TO TREASURY AGREEMENT

RETURN TO TREASURY AGREEMENT THIS AGREEMENT made effective as of December 4, 2009 BETWEEN: UPSTREAM BIOSCIENCES INC.

December 15, 2009 EX-10.3

ASSET SALE AGREEMENT

ASSET SALE AGREEMENT THIS AGREEMENT is dated as of December 14, 2009 (the ?Effective Date?) BETWEEN: PACIFIC PHARMA TECHNOLOGIES INC.

November 19, 2009 CORRESP

UPSTREAM BIOSCIENCES INC. 200 - 1892 West Broadway Vancouver, BC V6J 1Y9 Tel: 778.995.5427

UPSTREAM BIOSCIENCES INC. 200 - 1892 West Broadway Vancouver, BC V6J 1Y9 Canada Tel: 778.995.5427 November 19, 2009 VIA FAX: 202.772.9368 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549-7010 USA Attention: Sasha Singh Parikh Staff Accountant Dear Sirs/Mesdames: Re: Upstream Biosciences Inc. (the “Company”) The Company writes this letter in c

November 3, 2009 CORRESP

- 2 -

Reply Attention of Cam McTavish Direct Tel. 604.891.7731 EMail Address [email protected] Our File No. 27520-1 / Clark Wilson LLP Barristers & Solicitors Patent & Trade-mark Agents 800-885 W Georgia Street Vancouver, BC V6C 3H1 Tel. 604.687.5700 Fax 604.687.6314 November 3, 2009 VIA FAX: 202.772.9368 Securities and Exchange Commission Division of Corporate Finance 100 F Street North East Washington,

October 28, 2009 CORRESP

UPSTREAM BIOSCIENCES INC. 200 - 1892 West Broadway Vancouver, BC V6J 1Y9 Tel: 778.995.5427

UPSTREAM BIOSCIENCES INC. 200 - 1892 West Broadway Vancouver, BC V6J 1Y9 Canada Tel: 778.995.5427 October 27, 2009 VIA FAX: 202.772.9368 Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, DC 20549-7010 United States of America Attention: Sasha Singh Parikh Staff Accountant Dear Sirs/Mesdames: Re: Upstream Biosciences, Inc. (the “Company”) Item 4.02 Form 8-

September 4, 2009 LETTER

LETTER

Mail Stop 4720 September 4, 2009 Joel Bellenson CEO, CFO & Director Upstream Biosciences, Inc.

September 1, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 [ ] TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM B

September 1, 2009 EX-10.10

Amendment to Employment Agreement dated August 18, 2009 between our company and Dexster Smith

EX-10.10 2 exhibit10-10.htm AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT made effective the 18th day of August, 2009 BETWEEN: Upstream Biosciences Inc., a company incorporated under the laws of the Province of British Columbia, having its head office at 806-699 Cardero Street, Vancouver, British Columbia V6G 3H7; (the "Company") AND: Dexster Smith, (the "Emplo

September 1, 2009 EX-10.11

Amendment to Employment Agreement dated August 18, 2009 between our company and Joel Bellenson

EX-10.11 3 exhibit10-11.htm AMENDMENT TO EMPLOYMENT AGREEMENT

August 31, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 31, 2009 UPSTREAM BIOSCIENC

Filed by sedaredgar.com - Upstream Biosciences Inc. - Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 31, 2009 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada (State or other j

August 14, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC. FILE NUMBER 000-50331 CUSIP NUMBER 91678P104 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended June 30, 2009 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transit

August 11, 2009 EX-99

Upstream Biosciences Seeks Licensors or Acquirers for Drug Discovery Portfolio and Cancer Diagnostic Platform

Upstream Biosciences Seeks Licensors or Acquirers for Drug Discovery Portfolio and Cancer Diagnostic Platform Vancouver, British Columbia ? August 10, 2009 ? Upstream Biosciences Inc.

August 11, 2009 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2009 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-50331 (Commission File Number

May 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [ ] TRANSITION RE

Filed by sedaredgar.com - Upstream Biosciences Inc. - Form 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tra

April 27, 2009 LETTER

LETTER

Via Facsimile and U.S. Mail Mail Stop 6010 March 5, 2009 Mr. Joel Bellenson Chief Executive Officer and Director Upstream Biosciences, Inc. Suite 200 1892 West Broadway Vancouver, British Columbia, Canada Re: Upstream Biosciences, Inc. Form 10-K for the Period Ended September 30, 2008 Filed December 28, 2008 File No. 000-31014 Dear Mr. Bellenson: We have completed our review of your Form 10-K and

March 4, 2009 LETTER

LETTER

Via Facsimile and U.S. Mail Mail Stop 6010 January 16, 2009 Mr. Joel Bellenson Chief Executive Officer and Director Upstream Biosciences, Inc. Suite 200 1892 West Broadway Vancouver, British Columbia, Canada Re: Upstream Biosciences, Inc. Form 10-K for the Period Ended September 30, 2008 Filed December 28, 2008 File No. 000-50331 Dear Mr. Bellenson: We have reviewed your filing and have the follow

February 17, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 [ ] TRANSITION R

Filed by sedaredgar.com - Upstream Biosciences Inc. - Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the t

February 2, 2009 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K /A (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2008 [ ] TRANSITION REPORT UNDE

Filed by sedaredgar.com - Upstream Biosciences Inc. - Form 10-K EXPLANATION OF THIS AMENDED FILING: THIS FORM 10-K HAS BEEN AMENDED TO STATE THAT THE COMPANY'S DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING WERE NOT EFFECTIVE AS AT SEPTEMBER 30, 2008 DUE TO THE MATERIAL WEAKNESSES IDENTIFIED IN ITEM 9A OF THIS FORM 10-K. UNITED STATES SECURITIES AND EXCHANGE COMM

February 2, 2009 CORRESP

UPSTREAM BIOSCIENCES INC. 200 - 1892 West Broadway Vancouver, BC V6J 1Y9 Tel: 778.995.5427

UPSTREAM BIOSCIENCES INC. 200 - 1892 West Broadway Vancouver, BC V6J 1Y9 Canada Tel: 778.995.5427 February 2, 2009 VIA FAX: 202.772.9217 Securities and Exchange Commission Division of Corporate Finance 100 F Street North East Washington, DC 20549 USA Attention: Jim B. Rosenberg Senior Assistant Chief Accountant Dear Sirs/Mesdames: Re: Upstream Biosciences, Inc. (the “Company”) Form 10-K for the Pe

December 22, 2008 EX-10.19

Audit Committee Charter

UPSTREAM BIOSCIENCES INC. Audit Committee Charter I. Purpose of Audit Committee of Upstream Biosciences Inc. (the ?Corporation?) The purpose of the Audit Committee (the ?Committee?) is to: 1. Assist the Board of Directors of the Corporation (the ?Board?) in fulfilling its oversight responsibilities relating to: (a) the quality and integrity of the Corporation?s financial statements, financial repo

December 22, 2008 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2008 [ ] TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50331 UPSTREAM BIOSCIENCES INC.

December 22, 2008 EX-10.18

Compensation Committee Charter

UPSTREAM BIOSCIENCES INC. Compensation Committee Charter I. Purpose of Compensation Committee of Upstream Biosciences Inc. (the ?Corporation?) The purpose of the Compensation Committee (the ?Committee?) is to: 1. Oversee the Corporation?s compensation and benefit plans, policies and practices, including its executive compensation plans and incentive-compensation and equity-based plans. 2. Produce

August 14, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 [ ] TRANSITION REPORT UN

Filed by sedaredgar.com - Upstream Biosciences Inc. - Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commis

May 15, 2008 EX-10.18

JTAT Consulting Services Contract dated March 10, 2008

EX-10.18 2 exhibit10-18.htm JTAT CONSULTING SERVICES CONTRACT DATED MARCH 10, 2008

May 15, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT U

Filed by Automated Filing Services Inc. (604) 609-0244 - Upstream Biosciences Inc. - Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the

April 18, 2008 EX-99

UPSTREAM BIOSCIENCES' NOVEL AGENTS TO TREAT TRYPANOSOMIASISDEMONSTRATE PROMISING SAFETY IN VIVO --Current Therapies for African Sleeping Sickness are Toxic, Costly and Cumbersome to Administer-- --Human and Animal Forms of Trypanosomiasis Are Estimat

Contacts: Media/Corporate: GendeLLindheim BioCom Partners Barbara Lindheim 212 918-4650 Investors: Samantha Haynes 800-539-0289 info@upstreambio.

April 18, 2008 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 17, 2008 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-50331 (Commission File Number)

April 16, 2008 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 3, 2008 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-50331 (Commission File Number)

April 16, 2008 EX-99

UPSTREAM BIOSCIENCES ANNOUNCES APPOINTMENT OF JEFFREY BACHA TO ITS BOARD OF DIRECTORS --Brings Over 15 Years of Successful Biopharmaceutical Operational and Strategic Experience to Upstream--

Contacts: Media/Corporate: Investors: GendeLLindheim BioCom Partners Samantha Haynes Barbara Lindheim 800-539-0289 212 918-4650 info@upstreambio.

March 27, 2008 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 25, 2008 UPSTREAM BIOSCIENCES INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-50331 (Commission File Number)

March 27, 2008 EX-99

UPSTREAM BIOSCIENCES ANNOUNCES APPOINTMENT OF DR. GEERT CAUWENBERGH TO ITS BOARD OF DIRECTORS --Geert Cauwenbergh Brings Over 20 Years of Successful Big Pharma and Biotech Clinical Development and Commercialization Experience to Upstream--

Contacts: Media/Corporate: Investors: GendeLLindheim BioCom Partners Samantha Haynes Barbara Lindheim 800-539-0289 212 918-4650 info@upstreambio.

February 14, 2008 EX-10.19

JTAT Consulting Consulting Services Contract dated December 31, 2007

EX-10.19 3 exhibit10-19.htm CONSULTING SERVICES CONTRACT - JTAT

February 14, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 [ ] TRANSITION REPOR

Filed by Automated Filing Services Inc. (604) 609-0244 - Upstream Biosciences Inc. - Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For t

February 14, 2008 EX-10.18

Art Cherkasov Revised Consulting Services Contract dated September 12, 2007

Filed by Automated Filing Services Inc. (604) 609-0244 - Upstream Biosciences Inc. - Exhibit 10.18 100 – 570 West 7th Avenue Vancouver, BC Canada V5Z 4S6 [t] 778.995.5429 [f] 604.675.8178 August , 2007 Dr. Art Cherkasov JTAT Consulting B5 – 1070 West 7th Avenue Vancouver, B.C. V6H 1B3 RE: Consulting Services Agreement Dear Dr. Cherkasov – As discussed your role in Upstream Biosciences Inc. (“Upstr

December 26, 2007 EX-10.26

Services Agreement dated December 7, 2007, between our company and Provincial Lab for Public Health.

SERVICES AGREEMENT THIS AGREEMENT made this day of 2007 BETWEEN: PROVLAB CORP. (“ProvLab”) - and - UPSTREAM BIOSCIENCES INC. (“Upstream”) WHEREAS: A. Upstream will provide ProvLab with compounds and ProvLab are willing to test such compounds. B. the parties wish to enter into contract regarding the provision of such services described in Schedule “A”; THEREFORE, in consideration of the mutual cove

December 26, 2007 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2007 [ ] TRANSITION REPORT UNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-30299 UPSTREAM BIOSCIENCES IN

December 26, 2007 EX-10.28

Services Agreement dated November 13, 2007, between our company and Makerere University.

SERVICES AGREEMENT THIS AGREEMENT made this 13 day of November 2007 BETWEEN: Makerere University (“Makerere”) - and - UPSTREAM BIOSCIENCES INC.

December 26, 2007 EX-10.27

Materials Transfer Agreement dated November 13, 2007, between our company and Makerere University.

Filed by Automated Filing Services Inc. (604) 609-0244 - Upstream Biosciences Inc. - Exhibit 10.27 MATERIALS TRANSFER AGREEMENT THIS AGREEMENT dated 13 November, 2007 is made by and between UPSTREAM BIOSCIENCES INC. (“Upstream”) and MAKERERE UNIVERSITY, FACULTY OF VETERINARY MEDICINE (“Makerere”) represented by Prof. DAVID KABASA and DR. ENOCK MATOVU, DR. JOHN ENYARU (collectively, the “Scientists

December 26, 2007 EX-10.25

Materials Transfer Agreement dated December 7, 2007, between our company and Provincial Lab for Public Health.

Filed by Automated Filing Services Inc. (604) 609-0244 - Upstream Biosciences Inc. - Exhibit 10.25 MATERIALS TRANSFER AGREEMENT THIS AGREEMENT dated 7 December, 2007 is made by and between UPSTREAM BIOSCIENCES INC. (“Upstream”) and PROVINCIAL LAB FOR PUBLIC HEALTH (“ProvLabs”) represented by Dr. Stephanie Yanow (collectively, the “Scientists”). Upstream hereby agrees to provide ProvLabs with certa

October 25, 2007 424B4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-146432

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-146432 PROSPECTUS October 18, 2007 UPSTREAM BIOSCIENCES INC. A NEVADA CORPORATION 4,745,002 SHARES OF COMMON STOCK OF UPSTREAM BIOSCIENCES INC. The prospectus relates to the resale to the public by certain selling shareholders of Upstream Biosciences Inc. of: up to 666,667 s

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