QUARTER END
DISCLOSURE STATEMENT
1st QUARTER END MARCH 31, 2017
SANTO MINING CORP.DBA: PODWERKS, INC.(a Florida Corporation)
3105NW 107thAve. Suite 400Doral. FL 33172844-420-4203
Trading Symbol: SANPCUSIP Number:333-169503
ISSUER’S EQUITY SECURITIES:Common Stock, $0.00001 per Share
TRANSFER AGENT
acific Stock Transfer4045 S. Spencer Street Suite 403Las Vegas, NV, 89119800-785-7782
http://www.pacificstocktransfer.cominfo@pacif...ansfer.com
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
On July 30, 2014, the Company issued a Convertible Promissory Note to GEXPLO in consideration for the payable due as described in Note 4, as of April 3, 2014, the Company accrued related party payable of $70,000 for mineral claims, the Richard Claim and the Charles Claim, the Company acquired from Alain French during the third quarter of 2013.
The note is unsecured, bears interest at 9% per annum and matures on April 3, 2015. The note is convertible into common stock of the Company and the conversion price shall equal the variable conversion price of 75% multiplied by the average of the three lowest trading prices in the previous ten-day period.
On April 1, 2015, this note was sold and assigned to a third party.Machiavelli LTD LLCOn April 1, 2015, Machiavelli LTD LLC, purchased the GEXPLO note described above and was issued an amended and restated note for the principal and interest accrued of $70,000 as of April 3, 2014.
The note was amended and is now convertible into common stock of the Company and the conversion price shall equal the variable conversion price of 35% multiplied by the average of the three lowest trading prices in the previous ten day period.Beaufort Capital Partners, LLC:
On December 17, 2015, the Company borrowed $20,000 from Beaufort CapitalPartners under a Convertible Promissory Note (the “BCP-Note1”) with a face value of $25,000.
The note is unsecured, bears late-fee interest at 12% per annum and matures on December 17, 2016. The note is convertible into common stock of the Company and the conversion price shall be equal to a 45% discount from the lowest intraday traded price for the common stock during the fifteen (15) trading days prior to a notice of conversion.
Beaufort Capital Partners, LLC:On January 11, 2015, the Company borrowed $7,500 from Beaufort Capital Partners under a Convertible Promissory Note (the “BCP-Note1”) with a face value of $10,000. The note is unsecured, bears late-fee interest at 12% per annum and matures on January 11, 2017.
The note is convertible into common stock of the Company and the conversion price shall be equal to a 45% discount from the lowest intraday traded price for the common stock during the fifteen (15) trading days prior to a notice of conversion.
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
Beaufort Capital Partners, LLC:
On July 18, 2016, the Company borrowed $4,500 from Beaufort Capital Partners under a Convertible Promissory Note (the “BCP-Note2”) with a face value of $6,000. The note is unsecured, bears late-fee interest at 12% per annum and matures on January 11, 2017.
The note is convertible into common stock of the Company and the conversion price shall be equal to a 45% discount from the lowest intraday traded price for the common stock during the fifteen (15) trading days prior to a notice of conversion.
On March 20, 2017
the Company issued a 12% Convertible Promissory Note (the “MachiavelliNote-1”) to Machiavelli LTD, in the principal amount of $10,000, with a maturity date of March 31, 2018. The Note is convertible into shares of the Company’s common stock at any time beginning on the date that is 180 days following the date of the Note and ending on the Maturity Date, at a price for each share of Common Stock equal to 60% of the lowest closing bid price for the 30 (thirty)prior trading days including the date of conversion.
The Company recorded a debt discount for the beneficial conversion feature calculated in the amount of $10,000. Upon the occurrence of an event of default, the interest rate shall be increased to 24% per annum.Item 6. Describe theIssuer's Business, Products and Services.
EXECUTIVE SUMMARY
Podwerks is a co-working space for cannabis entrepreneurs in the United States, providing the necessary framework to grow, market, and sell all cannabis related products.
Our aim is to create asustainable and community driven workspace by providing an affordable, scalable and a safe business environment for our tenants. All Podwerks spaces will feature three types of pods:
!Rental of Growing pods Nursery, Production and Drying!
Office Space pods Desk space, Wi-Fi, printers, copy machines, meeting rooms, free snacks!
Retail Space pods
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
Coffee Shop, Hardware Supply Shop, Co-op ShopPodwerks spaces will be located in urban designated zones permitting the commercial cultivation, and sales of cannabis related products.
Each site will have an average of ten modified steel shipping container pods with an onsite manager overseeing day-to-dayoperations. Working with local and state agencies, Podwerks container pods will comply with all building code requirements to ensure the safety of our tenants.
Community is an essential part to Podwerks mission of Grow for Life. Podwerkstenants can benefit from a series of social and professional events designed to foster collaboration and create a strong and expansive community. Some of these events will include speaker series, investor panels and local governments outreach, among others.
OwnershipPodwerks will be entering into partnership agreements with property owners located in approved zones for cannabis businesses. Competitive AdvantagesWhile we understand that co-working spaces exist throughout the U.S., no other space provides a mixed-use concept like Podwerks.
Growers for the first time can use a co-working space for all their cultivating needs, providing a complete turnkey solution from seed to sale.Another competitive edge is our proprietary hardware support pods. These onsite pods carry all necessary replacement equipment and tools needed for cannabis cultivation.
EXECUTIVE MANAGEMENT
FranjoseYglesias CEO
Mr. Yglesias has lived and work in China for over 9 years in the hospitality and F&B industry in China. While serving as the CEO of China Food Services, he consulted and strategized for TheAmerican Embassy USATO and the Costa Rica Chamber ofCommerce “Procomer”. He has landed major accounts like Carrefour, Metro, Jinkelong, and Vanguard Hypermarkets and hotel brands such as Shangri‐La, Marriot, Renaissances, Holiday Inn and many others.
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
He started his professional career working in the early 90’s with Associated Grocers of Florida, than moved up the corporate ranks to Manager of Telecommunications Latin America Division for EastmanKodak, where he learned the value of applying his Engineering skills to simplify and automating productivity in the manufacturing and the logistics worldwide divisions of Kodak, he graduated from the University of Costa Rica in 1987 with an Electrical Engineering Degree.
In 2001 he Co-Founded Acero Systems, an integration company where his logistical and manufacturing knowledge landed him accounts like Lennar Homes, Del MonteFresh Produce, and the City of Plantation.
Matthew Arnett CCO
Mr. Arnett is a MBA‐Graduate Published Journal Of Economics and Science China University Of Economics and Business 2012‐2013 China Business Scholar Chinese Government Scholarship Elite Alumni, Ivy League educated with almost over 10 years experience doing business in China. He has been influential in molding and shaping the event, entertainment and nightlife industry throughout China.
Mr. Arnett has been a producer, strategist and marketing consultant working with clients such as Coca Cola, Mercedes Benz, Hilton, Hyatt, Apple, Swire Group, Marlboro, Chivas, Absoult Vodka, Cohiba Cigars and many others. Involved in some of the most high‐profile events in entertainment, both in the China and abroad.
Mr. Arnett has produced live events featuring musical performances by today’s most popular artists as well as legendary Grammy winners. These artists include Kanye west, Usher, Akon, Pitbull, The Black Eyed Peas, Sean Kingston, Ludacris, 30 Sec to Mars, Grandmaster Flash, Mary J. Blige, John Legend, lil Jon, Fat Joe, Ying Yang Twins and more.SOCIAL MEDIA
Santo Mining Corp. dba PODWERKS, Inc.,has and will continue to invest and market the company via Social Medias. Currently the company owns and operates the following social media pages and websites.
•www.podwerks.com
•www.420depot.us
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
•www.420depot.store
•Facebook •Twitter
•YouTube
•InstagramItem 7.
Describe the Issuer's FacilitiesOffices in Doral, FL USAItem
8. Officers, Directors and Control Persons
A. Officers and Directors and Control Persons. Provide the full names, business addresses and number of securities (specify each class) beneficially owned by each person as of December31st, 210
NamePositionOther Affiliations
Franjose YglesiasChief Executive Officer
NoneMatthew ArnettChief Marketing Officer
NoneB. Control Person or Persons (Shareholders holding more than 5% of any class)
Name
Shares
Class% Ownership
Franjose Yglesias
125,00,000
Preferred “A”30%
Matthew Arnett
125,00,000
Preferred “A”30%
C. Legal/Disciplinary
History. Please identify whether any of the foregoing persons have in the last five years, been the subject of:1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
•None of the foregoing persons have been the subject of a conviction ora criminal proceeding or named as a defendant in a pending criminal proceeding.
2. The entry of an order,judgment, or decree not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such a person's involvement in any type of business, securities, commodities, or banking activities;
•None of the foregoing persons have been the subject of any order, judgment, or decree, that permanently or temporarily enjoined, barred, suspended or otherwise limited such a person's involvement in any type of business, securities, commodities, or banking activities3.
A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated;
•None of the foregoing persons have been the subject of any finding orjudgment by a court of competent jurisdiction (in a civil action), the SEC, theCFTC, or a state securities regulator of a violation of federal or state securities or commodities law.
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person's involvement in any type of business or securities activities.
•None of the foregoing persons have been the subject of any order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person's involvement in any type of business or securities activities.
D. Beneficial Shareholders.
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
To the extent not otherwise disclosed in response to the foregoing, provide a list of the names, addresses and shareholdings of all persons holding more than ten percent (10%) of any class of the issuer's equity securities.
Please see Item 8, Part A, above.If any of the beneficial shareholders are corporate shareholders, provide the name and address of person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders.
There is no information regarding the person(s) owning or controlling such corporate shareholders known to the Issuer.Item
9. Please provide the name, address, telephone number, and email address of each of the following outside providers that advise the issuer on matters relating to operations, business development and disclosure:
Legal Counsel;
The Bunker Law Group, PLLC3753 Howard Hughes Parkway, Suite 200 Las Vegas, Nevada 89169T: 702.784.5990Accountant or
Auditor:Auditors:
ThayerO’NealCPA101 Parklane Boulevard, Suite 201Sugar Land, Texas 77478T: 281.552.8430 F: 281.552.8431Investor Relations Consultant: NoneOther Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure documentation.None
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
Item 10. Issuer CertificationI,
Franjose Yglesias, Chief Executive Officer of Santo Mining Corp., hereby certify that:
1.I have reviewed the Issuer's QuarterlyInformation Disclosure Statementof Santo Mining Corp. for the period March 31, 2017.2.Based on my knowledge, this disclosure statement does not contain any untrue statement 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 made, not misleading with respect to the period covered by this disclosure statement; 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, and for, the periods presented in this Issuer's Annual and Quarterly Disclosure Statement.
Date: May 22, 2017/s/
Franjose Yglesias
Franjose Yglesias
DISCLOSURE STATEMENT
1st QUARTER END MARCH 31, 2017
SANTO MINING CORP.DBA: PODWERKS, INC.(a Florida Corporation)
3105NW 107thAve. Suite 400Doral. FL 33172844-420-4203
Trading Symbol: SANPCUSIP Number:333-169503
ISSUER’S EQUITY SECURITIES:Common Stock, $0.00001 per Share
TRANSFER AGENT
acific Stock Transfer4045 S. Spencer Street Suite 403Las Vegas, NV, 89119800-785-7782 http://www.pacificstocktransfer.cominfo@pacif...ansfer.com
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
On July 30, 2014, the Company issued a Convertible Promissory Note to GEXPLO in consideration for the payable due as described in Note 4, as of April 3, 2014, the Company accrued related party payable of $70,000 for mineral claims, the Richard Claim and the Charles Claim, the Company acquired from Alain French during the third quarter of 2013.
The note is unsecured, bears interest at 9% per annum and matures on April 3, 2015. The note is convertible into common stock of the Company and the conversion price shall equal the variable conversion price of 75% multiplied by the average of the three lowest trading prices in the previous ten-day period.
On April 1, 2015, this note was sold and assigned to a third party.Machiavelli LTD LLCOn April 1, 2015, Machiavelli LTD LLC, purchased the GEXPLO note described above and was issued an amended and restated note for the principal and interest accrued of $70,000 as of April 3, 2014.
The note was amended and is now convertible into common stock of the Company and the conversion price shall equal the variable conversion price of 35% multiplied by the average of the three lowest trading prices in the previous ten day period.Beaufort Capital Partners, LLC:
On December 17, 2015, the Company borrowed $20,000 from Beaufort CapitalPartners under a Convertible Promissory Note (the “BCP-Note1”) with a face value of $25,000.
The note is unsecured, bears late-fee interest at 12% per annum and matures on December 17, 2016. The note is convertible into common stock of the Company and the conversion price shall be equal to a 45% discount from the lowest intraday traded price for the common stock during the fifteen (15) trading days prior to a notice of conversion.
Beaufort Capital Partners, LLC:On January 11, 2015, the Company borrowed $7,500 from Beaufort Capital Partners under a Convertible Promissory Note (the “BCP-Note1”) with a face value of $10,000. The note is unsecured, bears late-fee interest at 12% per annum and matures on January 11, 2017.
The note is convertible into common stock of the Company and the conversion price shall be equal to a 45% discount from the lowest intraday traded price for the common stock during the fifteen (15) trading days prior to a notice of conversion.
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
Beaufort Capital Partners, LLC:
On July 18, 2016, the Company borrowed $4,500 from Beaufort Capital Partners under a Convertible Promissory Note (the “BCP-Note2”) with a face value of $6,000. The note is unsecured, bears late-fee interest at 12% per annum and matures on January 11, 2017.
The note is convertible into common stock of the Company and the conversion price shall be equal to a 45% discount from the lowest intraday traded price for the common stock during the fifteen (15) trading days prior to a notice of conversion.
On March 20, 2017
the Company issued a 12% Convertible Promissory Note (the “MachiavelliNote-1”) to Machiavelli LTD, in the principal amount of $10,000, with a maturity date of March 31, 2018. The Note is convertible into shares of the Company’s common stock at any time beginning on the date that is 180 days following the date of the Note and ending on the Maturity Date, at a price for each share of Common Stock equal to 60% of the lowest closing bid price for the 30 (thirty)prior trading days including the date of conversion.
The Company recorded a debt discount for the beneficial conversion feature calculated in the amount of $10,000. Upon the occurrence of an event of default, the interest rate shall be increased to 24% per annum.Item 6. Describe theIssuer's Business, Products and Services.
EXECUTIVE SUMMARY
Podwerks is a co-working space for cannabis entrepreneurs in the United States, providing the necessary framework to grow, market, and sell all cannabis related products.
Our aim is to create asustainable and community driven workspace by providing an affordable, scalable and a safe business environment for our tenants. All Podwerks spaces will feature three types of pods:
!Rental of Growing pods Nursery, Production and Drying!
Office Space pods Desk space, Wi-Fi, printers, copy machines, meeting rooms, free snacks!
Retail Space pods
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
Coffee Shop, Hardware Supply Shop, Co-op ShopPodwerks spaces will be located in urban designated zones permitting the commercial cultivation, and sales of cannabis related products.
Each site will have an average of ten modified steel shipping container pods with an onsite manager overseeing day-to-dayoperations. Working with local and state agencies, Podwerks container pods will comply with all building code requirements to ensure the safety of our tenants.
Community is an essential part to Podwerks mission of Grow for Life. Podwerkstenants can benefit from a series of social and professional events designed to foster collaboration and create a strong and expansive community. Some of these events will include speaker series, investor panels and local governments outreach, among others.
OwnershipPodwerks will be entering into partnership agreements with property owners located in approved zones for cannabis businesses. Competitive AdvantagesWhile we understand that co-working spaces exist throughout the U.S., no other space provides a mixed-use concept like Podwerks.
Growers for the first time can use a co-working space for all their cultivating needs, providing a complete turnkey solution from seed to sale.Another competitive edge is our proprietary hardware support pods. These onsite pods carry all necessary replacement equipment and tools needed for cannabis cultivation.
EXECUTIVE MANAGEMENT
FranjoseYglesias CEO
Mr. Yglesias has lived and work in China for over 9 years in the hospitality and F&B industry in China. While serving as the CEO of China Food Services, he consulted and strategized for TheAmerican Embassy USATO and the Costa Rica Chamber ofCommerce “Procomer”. He has landed major accounts like Carrefour, Metro, Jinkelong, and Vanguard Hypermarkets and hotel brands such as Shangri‐La, Marriot, Renaissances, Holiday Inn and many others.
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
He started his professional career working in the early 90’s with Associated Grocers of Florida, than moved up the corporate ranks to Manager of Telecommunications Latin America Division for EastmanKodak, where he learned the value of applying his Engineering skills to simplify and automating productivity in the manufacturing and the logistics worldwide divisions of Kodak, he graduated from the University of Costa Rica in 1987 with an Electrical Engineering Degree.
In 2001 he Co-Founded Acero Systems, an integration company where his logistical and manufacturing knowledge landed him accounts like Lennar Homes, Del MonteFresh Produce, and the City of Plantation.
Matthew Arnett CCO
Mr. Arnett is a MBA‐Graduate Published Journal Of Economics and Science China University Of Economics and Business 2012‐2013 China Business Scholar Chinese Government Scholarship Elite Alumni, Ivy League educated with almost over 10 years experience doing business in China. He has been influential in molding and shaping the event, entertainment and nightlife industry throughout China.
Mr. Arnett has been a producer, strategist and marketing consultant working with clients such as Coca Cola, Mercedes Benz, Hilton, Hyatt, Apple, Swire Group, Marlboro, Chivas, Absoult Vodka, Cohiba Cigars and many others. Involved in some of the most high‐profile events in entertainment, both in the China and abroad.
Mr. Arnett has produced live events featuring musical performances by today’s most popular artists as well as legendary Grammy winners. These artists include Kanye west, Usher, Akon, Pitbull, The Black Eyed Peas, Sean Kingston, Ludacris, 30 Sec to Mars, Grandmaster Flash, Mary J. Blige, John Legend, lil Jon, Fat Joe, Ying Yang Twins and more.SOCIAL MEDIA
Santo Mining Corp. dba PODWERKS, Inc.,has and will continue to invest and market the company via Social Medias. Currently the company owns and operates the following social media pages and websites.
•www.podwerks.com
•www.420depot.us
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
•www.420depot.store
•Facebook •Twitter
•YouTube
•InstagramItem 7.
Describe the Issuer's FacilitiesOffices in Doral, FL USAItem
8. Officers, Directors and Control Persons
A. Officers and Directors and Control Persons. Provide the full names, business addresses and number of securities (specify each class) beneficially owned by each person as of December31st, 210
NamePositionOther Affiliations
Franjose YglesiasChief Executive Officer
NoneMatthew ArnettChief Marketing Officer
NoneB. Control Person or Persons (Shareholders holding more than 5% of any class)
Name
Shares
Class% Ownership
Franjose Yglesias
125,00,000
Preferred “A”30%
Matthew Arnett
125,00,000
Preferred “A”30%
C. Legal/Disciplinary
History. Please identify whether any of the foregoing persons have in the last five years, been the subject of:1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
•None of the foregoing persons have been the subject of a conviction ora criminal proceeding or named as a defendant in a pending criminal proceeding.
2. The entry of an order,judgment, or decree not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such a person's involvement in any type of business, securities, commodities, or banking activities;
•None of the foregoing persons have been the subject of any order, judgment, or decree, that permanently or temporarily enjoined, barred, suspended or otherwise limited such a person's involvement in any type of business, securities, commodities, or banking activities3.
A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated;
•None of the foregoing persons have been the subject of any finding orjudgment by a court of competent jurisdiction (in a civil action), the SEC, theCFTC, or a state securities regulator of a violation of federal or state securities or commodities law.
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person's involvement in any type of business or securities activities.
•None of the foregoing persons have been the subject of any order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person's involvement in any type of business or securities activities.
D. Beneficial Shareholders.
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
To the extent not otherwise disclosed in response to the foregoing, provide a list of the names, addresses and shareholdings of all persons holding more than ten percent (10%) of any class of the issuer's equity securities.
Please see Item 8, Part A, above.If any of the beneficial shareholders are corporate shareholders, provide the name and address of person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders.
There is no information regarding the person(s) owning or controlling such corporate shareholders known to the Issuer.Item
9. Please provide the name, address, telephone number, and email address of each of the following outside providers that advise the issuer on matters relating to operations, business development and disclosure:
Legal Counsel;
The Bunker Law Group, PLLC3753 Howard Hughes Parkway, Suite 200 Las Vegas, Nevada 89169T: 702.784.5990Accountant or
Auditor:Auditors:
ThayerO’NealCPA101 Parklane Boulevard, Suite 201Sugar Land, Texas 77478T: 281.552.8430 F: 281.552.8431Investor Relations Consultant: NoneOther Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure documentation.None
3105 NW 107thAve. Suite 400 Doral, FL 33172 * 844-420-4203
Item 10. Issuer CertificationI,
Franjose Yglesias, Chief Executive Officer of Santo Mining Corp., hereby certify that:
1.I have reviewed the Issuer's QuarterlyInformation Disclosure Statementof Santo Mining Corp. for the period March 31, 2017.2.Based on my knowledge, this disclosure statement does not contain any untrue statement 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 made, not misleading with respect to the period covered by this disclosure statement; 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, and for, the periods presented in this Issuer's Annual and Quarterly Disclosure Statement.
Date: May 22, 2017/s/
Franjose Yglesias
Franjose Yglesias
