8-K - GROO - Equibles

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 25, 2021

SANTO MINING CORP.<br> <br>dba<br> <br>SANTO BLOCKCHAIN LABS CORP.<br> <br>(Exact name of registrant as specified in its charter)

FLORIDA	333-169503	27-0518586

| (State or other jurisdiction<br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br> <br>Identification No.) |

1680 MICHIGAN AVE. STE 700-252, MIAMI BEACH, FL 33139

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 1-877-SANTO68

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered

| COMMON | SANP | OTCPink |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 2, 2021 Santo Mining Corp. dba Santo Blockchain Labs Corp., a Florida corporation (the “Company”), issued a press release (the “Press Release”) announcing its unaudited financial results for its first quarter ended March 31, 2019. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 133 or the Exchange Act except as expressly set forth by specific reference in such a filing.

ITEM 7.01 REGULATION FD DISCLOSURE.

On March 2, 2021 Santo Mining Corp. dba Santo Blockchain Labs Corp., a Florida corporation (the “Company”), posted the first quarter ended March 31, 2019 unaudited financial presentation (the “Presentation”) to its website at www.sanp.us. The Presentation is attached hereto as Exhibit 99.2.

The information in the Press Release and the Presentation is being furnished, not filed, pursuant to Items 2.02 and 7.01. Accordingly, the information in the Press Release and the Presentation will not be incorporated by reference into any registration statement filed by Santo Mining Corp under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated March 2, 2021
99.2	Q1 2019 Financial Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 2, 2021	SANTO MINING CORP.
	By: /s/ Franjose Yglesias

| | Franjose Yglesias, CEO |

ex-99.1
EXHIBIT 99.1

SANTO MINING CORP., ANNOUNCES FIRST QUARTER 2019 RESULTS

HO CHI MINH CITY, VIETNAM, March 2, 2021 /EINPresswire.com/ Santo Mining Corp. dba Santo Blockchain Labs (OTC PINK:SANP) today reported operational and financial results for the first quarter of 2019 and a corporate update.

Key Q1FINANCIALS2019 financial highlights for the first quarter of 2019 included:

·First-quarter 2019 revenue of $5,000USD compared to $0.00USD for the first-quarter 2018

·Recorded a net loss of $(527,150)USD for the first-quarter 2019 compared to $(103,970)USD for the first-quarter 2018

·Reported net cash used by operating activities of $970,990USD compared to $(7,928)USD for the first-quarter 2018

Key corporate highlights as of March 1, 2019 include:

·Total common shares authorized: 20,000,000,000 as of March 1, 2021

·Total common shares issued & outstanding: 9,915,559,063 as of March 1, 2021

·Total common shares issued to pay-off notes holders 1,503,325,025 from December 31, 2018, to March 1, 2021

·Total preferred shares authorized: 500,000,000

·Total preferred shares issued & outstanding: 500,000,000 as of March 1, 2021

·Preferred “A” Stock has Voting Right Conversion Rate 1 X 1,000

·dba Santo Blockchain Labs Corp

·Corporate rename of Vietnamese subsidiary from Crypto N3 to SAITEC Technology & Development JSC

Frank Yglesias Chief Executive Officer, Executive Summary:

During Q1 of 2019, we restructured our operations after the crypto market crash of 2018, in which we benched our application development of project code name SKULLYS™ a Reward-Based Non-Fungible Gaming Geo-Positioning Augmented Reality Digital Collectibles. Over 100,000 lines of code and over 30,000 man-hours have been invested in project SKULLYS; the Company will be looking into re-opening project SKULLYS in Q3 or Q4 in 2021.

During the restructuring of 2019, the Company started the development of project code name DNATags™, this project was developed as an authentication tag on the blockchain to curtail counterfeiting and provide consumer trust in products that use DNATags™. The Company entered into a joint venture with Infinity Blockchain Labs of Taiwan to piggyback on their traceability software, during the months that followed after the joint venture the Company realized that the claims stated from Infinity Blockchain Labs of their traceability software being in a production state was inaccurate and misleading. After 3 months of wasted development time and debugging Infinity Blockchain Labs traceability software, the Company terminated the joint-venture and focused on the original concept of DNATags™.

The year 2020 brought about unforeseen challenges with the global covid-19 pandemic, the Company refocusing its operations on providing outsourcing technology services, as it noticed a demand in the software development services industry due to the global pandemic, this was the main reason the Company filed a name changed of its subsidiary in Vietnam from Crypto N3 to SAITEC. Since then, the Company has picked up 4 major clients that currently provide software development services and the Company sold 70% of the intellectual property rights of DNATags™ to DNA Brands, Inc.

The company is currently for the first time, operating on a positive cash flow, there is much catching-up in regard to financials, disclosure, and information. Currently, the Company is still waiting on OTCMarkets to approve its yearly application to upload its last two years' financials, disclosure & information statement, and the legal opinion to be current status on OTCMarkets. After consulting legal counsel and ensuring transparency to the shareholder community the Company reactivated its SEC Edgar filing codes and until OTCMarkets approves the application the Company will disseminate information via 8K filings on the SEC Edgar filing system.

SANTO BLOCKCHAIN LABS

SANTO www.sanp.us is a publicly traded company (OTC:SANP) on the OTCMarkets. The company focuses on the development of blockchain smart digital contracts, and IoT internet of things for everyday life. The Company also operates a website at https://santopool.com (ADAPOOL Ticker: SANP) and provides cryptocurrency staking service to potential Cardano (ADA) delegators. Through its 100% owned subsidiary SAITEC Technology & Development Joint Stock Company in Ho Chi Minh City, VietNam, the company leverages its highly efficient software engineers. VietNam is currently known as the Silicon Valley of South Asia.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact included in this presentation are forward-looking statements. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments, and business strategies. These forward-looking statements may be identified by the use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "will" and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions, or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected or may prove unachievable.

The Company's business and prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies working with new and rapidly evolving technologies such as blockchain. These risks include, but are not limited to, an inability to create a viable product and risks related to the issuance of tokens. The Company cannot assure you that it will succeed in addressing these risks, and our failure to do so could have a material adverse effect on our business, financial condition, results of operations, and prospects. There can be no assurance as to whether or when (if ever) the Company will achieve profitability or liquidity.

The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as otherwise required by law.

ex-99.2
EXHIBIT 99.2

SANTO MINING CORP.

Comparative Condensed Consolidated Income Statement

(UNAUDITED)

	March 31,		March 31,		December 31,

| | 2019 | | 2018 | | 2018 | | | REVENUES | $ | 5,000 | $ | - | $ | 430 |

| COST OF SALES | $ | - | $ | 850 | $ | 989 | | Gross Profit (loss) | $ | 5,000 | $ | (850) | $ | (559) | | OPERATING EXPENSES | | | | | | | | General and administrative | | | $ | 15,527 | $ | 90,705 |

| Professional fees | $ | 10,343 | $ | - | $ | 240,000 |

| Marketing and advertising | $ | 30 | $ | 1,755 | $ | 2,230 |

| Salaries and wages | $ | 16,800 | $ | - | $ | 225,000 |

| Officer Compensation | | | $ | 75,000 | | | | Total Operating Expenses | $ | 27,173 | $ | 92,282 | $ | 558,205 | | OPERATING (LOSS) | $ | (22,173) | $ | (93,132) | $ | (558,764) | | OTHER INCOME (EXPENSE) | | | | | | | | Other income (loss) | $ | - | | | $ | (25,600) |

| Gain on extinguishment of debt | $ | - | | | $ | 41,000 |

| Change in Fair value of derivative | $ | (40,411) | $ | 7,218 | $ | (40,411) |

| Interest expense | $ | (464,566) | $ | (18,056) | $ | (464,566) | | Total Other Income (Expense) | $ | (504,977) | $ | (10,838) | $ | (489,577) | | NET (LOSS) BEFORE INCOME TAXES | $ | (527,150) | $ | (103,970) | $ | (1,048,341) |

| Provision for income taxes | | | | | | - | | NET (LOSS) | $ | (527,150) | $ | (103,970) | $ | (1,048,341) | | BASIC AND DILUTED LOSS PER SHARE | $ | - | $ | 0.000001 | $ | - |

| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | 9,915,559,063 | | 8,038,588,127 | | 8,205,636,105 | | Weighted Average Shares Outstanding - Basic and Diluted | | 9,915,559,063 | | 8,038,588,127 | | 8,205,636,105 | | NET INCOME (LOSS) | $ | (527,150) | $ | (103,970) | $ | (1,048,341) |

| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | (527,150) | $ | (103,970) | $ | (1,048,341) |

SANTO MINING CORP.

Comparative Condensed Consolidated Balance Sheet

(UNAUDITED)

		March 31,		31-Dec

| | | 2018 | | 2018 | | | CURRENT ASSETS | | | | | |

| Cash and cash equivalents | (29,231) | $ | 21,349 | $ | 30,991 |

| Other Assets | 27,378 | | | $ | 11,083 |

| Total Current Assets | (1,853) | $ | 21,349 | $ | 42,074 |

| Security Deposit | 4,200 | | | | |

| Assets Held for Sale | - | $ | 30,000 | $ | 5,900 | | Total Assets | 2,347 | $ | 51,349 | $ | 47,974 | | LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | |

| Accounts payable and accrued expenses | - | $ | 79,347 | $ | 57,065 |

| Accrued Compensation | 758,132 | $ | 608,132 | $ | 608,132 |

| Stock Payable | - | $ | 41,000 | | - |

| Accrued Interest - Convertible notes payable | 318,595 | $ | 178,490 | $ | 318,595 |

| Convertible notes payable-current portion net of discount | 1,019,420 | $ | 469,136 | $ | 1,019,420 |

| Derivative Liability/Debt Premium | 503,375 | $ | 220,550 | $ | 503,375 | | Total Current Liabilities | 2,599,522 | $ | 1,596,655 | $ | 2,506,587 | | LONG-TERM LIABILITIES | | | - | | - | | Total Liabilities | 2,599,522 | $ | 1,596,655 | $ | 2,506,587 | | STOCKHOLDERS' DEFICIT | | | | | |

| Series A Preferred stock; par value of .001, 500,000,000 shares authorized; | 500,000 | $ | 300,000 | $ | 150,000 |

| 500,000,000 and 300,000,000 shares issued and outstanding at | | | | | |

| February 26, 2021 and March 31, 2018, respectively | | | | | |

| Common stock: par value of .00001, 20,000,000,000 shares authorized; | | | | | |

| 9,915,559,063 and 8,412,234,038 shares issued and outstanding at | | | | | |

| February 26, 2021 and March 31, 2018, respectively | 99,155 | $ | 82,315 | $ | 84,122 |

| Additional paid in capital | - | $ | 2,528,296 | $ | 2,699,582 |

| Accumulated deficit | (5,392,318) | $ | (4,455,917) | $ | (5,392,318) |

| Total Stockholders' Deficit | (2,458,612) | $ | (1,545,306) | $ | (2,458,612) | | TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | (2,193,641) | $ | 51,349 | $ | 47,974 |

All values are in US Dollars.

SANTO MINING CORP.

Comparative Condensed Consolidated Cash Flow

(UNAUDITED)

	March 31,		March 31,		December 31,

| | 2019 | | 2018 | | 2018 | | | OPERATING ACTIVITIES | | | | | | |

| Net (Loss) | $ | (527,150) | $ | (103,970) | $ | (1,048,341) |

| Adjustments to reconcile net (loss) to net cash from operating activities: | | | | | | | | Notes for professional services | $ | 240,000 | $ | - | $ | 240,000 |

| Gain on debt extinguishment | $ | - | $ | - | $ | (41,000) |

| Expropriation of asset | $ | - | $ | - | $ | 25,600 |

| Derivative expense | $ | - | $ | - | $ | 40,411 |

| Officer advances/(repayment) | $ | - | $ | - | $ | - |

| Accretion of debt premium on notes | $ | 150,000 | $ | - | $ | 150,000 |

| Discount amortization on convertible notes | $ | 173,036 | $ | - | $ | 173,036 |

| Changes in operating assets and liabilities: | | | | | | |

| Accounts Receivable: | $ | - | $ | - | - | |

| Security Deposit Saigon | $ | 4,520 | $ | - | $ | - |

| Inventory | | | | | $ | (11,083) |

| Other current assets | $ | 35,000 | $ | 30,126 | $ | 23,835 |

| Accounts Payable | $ | 2,500 | $ | - | $ | 15,388 |

| Accrued Compensation | $ | 758,132 | $ | 75,000 | $ | 225,000 |

| Accrued Interest on Convertible Notes | $ | 134,952 | $ | (9,084) | $ | 131,021 |

| Net Cash (Used) From Operating Activities | $ | 970,990 | $ | (7,928) | $ | (65,049) | | Investing | | | | | | | | Assets Held for Sale | $ | (30,000) | $ | (30,000) | $ | (30,000) |

| Net Cash (Used) from Investing | $ | (30,000) | $ | (30,000) | $ | (30,000) | | FINANCING ACTIVITIES | | | | | | | | Proceeds from merger breakup fee | $ | - | | | $ | 41,000 |

| Proceeds from Preferred Stock sale | $ | - | $ | 41,000 | | |

| Proceeds from convertible note issuance | $ | - | $ | 14,000 | $ | 90,500 |

| Derivative Liability/Debt Premium | $ | - | $ | 16,955 | | |

| Gain from Debt Extinguishment | $ | - | $ | (7,218) | | |

| Net Cash From Financing Activities | $ | 15,000 | $ | 64,737 | $ | 131,500 | | Net Increase (Decrease) in Cash and Cash Equivalents | $ | 955,990 | $ | 26,809 | $ | 36,451 | | Cash and Cash Equivalents, Beginning of Period | $ | (5,460) | $ | (5,460) | $ | (5,460) | | Cash and Cash Equivalents, End of Period | $ | (1,853) | $ | 21,349 | $ | 30,991 |

CERTIFICATION

I, Franjose Yglesias, certify that:

1.I have reviewed the unaudited comparative condensed consolidated Q1-2019 financials.

2.Based on my knowledge, these unaudited comparative condensed consolidated Q1-2019 financials do not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this unaudited comparative condensed consolidated Q1-2019 financials; and

3.Based on my knowledge, the financial statements and other financial information included or incorporated by reference in this disclosure statement, fairly present, in all material respects, the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

/s/ Franjose Yglesias

Franjose Yglesias

Santo Mining Corp.

CEO

Dated: March 2, 2021