Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities
On
January 21, 2020, our Registration Statement on Form 1-A was qualified with the Securities and Exchange Commission, under which we may
offer up to 300,000,000 shares of our common stock at a purchase price of $.03 per share. As of the date hereof, 4,523,333 shares of
common stock have been issued thereunder.
On
January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full of a note
payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount of $22,221 in the
1 st quarter of 2020.
On
February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 800 shares
of our Series D Preferred Stock.
On
July 23, 2020 we issued 3,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 1,200 shares
of our Series D Preferred Stock.
31
On
February 5, 2021 we issued 3,000,000 shares of our common stock at a price of $.08 per share, in exchange for the conversion of 1,200
shares of our Series D Preferred Stock.
On
February 9, 2021 we issued 2,275,662 shares of our common stock share, in exchange for the conversion of $182,052 of accrued dividend
for the series D Preferred Stock.
On
March 12, 2021 we issued 1,625,000 shares and 2,068,588 of our common stock at a price of $.08 per share, in exchange for the conversion
of 650 shares of our Series D Preferred Stock and 165,487 of accrued dividend for the series D preferred stock.
On
June 28, 2021 MGW I converted $75,000 from the outstanding balance of their convertible note into 25,000,000 shares of company’s
common stock.
On
September 2, 2021 the company issued 1,142,459 as inducement shares. To GHS Investment for the equity line of credit at $0.0475 per share.
On
September 13, 2021 the company issued 1,100,630 as issuance correction. To GHS Investment for the equity line of credit at $0.0475 per
share.
On
December 31,2021 the company issued 9,833,750 at a purchase price of $0.08 pre the 1A subscription agreement.
On
February 21, 2022, we issued 15,035,000 shares of our common stock under our Reg A offering at $.08 per share. These shares are unrestricted
and free trading.
On September 21, 2021 MGW I converted $1,548,904 from
the outstanding balance of their convertible note into 516,301,343 shares of company’s common stock.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate
information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed
our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item
3. Defaults upon Senior Securities
We
are currently in default on the payment of $1,200,000, to the balance of the purchase price pursuant to our asset purchase agreement
with General Electric International, due to a combination of our inability to raise sufficient capital as expected and our belief that
we are entitled to a reduction in purchase price we paid.
We
are also in default of $187,285 payments of principal and interest on our notes payable to Cybernaut Zfounder Ventures.
Item
4. Mine Safety Disclosures
Not
Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.