What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2020-11-12 compared with 2020-08-12 · 88 added, 10 removed, 11 unchanged (90% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

the three months ended June 30, 2020, the Company had the following transactions in its common stock:

an aggregate of 14,873,256 for the conversion of convertible notes of $115,000.

the three months ended September 30, 2020, the Company had the following transactions in its common stock:

an aggregate of 35,339,230 for the conversion of convertible notes and accrued interest of $338,190.

or about October 10, 2020 Stanley converted $153,600 of its Note (See Note 8) into 20,000,000

shares of the Company’s common stock.

August 4, 2020, the Company entered into a Securities Purchase Agreement with Redstart Holdings Corp., an accredited investor

(“Redstart”) pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note

1”) in the aggregate principal amount of $153,600 for a purchase price of $128,000.

The Redstart Note No.

1 has a maturity

date of November 3, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No.

at the rate of six percent (6%) per annum from the date on which the Redstart Note No.

1 is issued (the “Issue Date”)

until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.

The Company shall

have the right to prepay the Redstart Note No.

1, provided it makes a payment including a prepayment to Redstart as set forth

in the Redstart Note No.

The transactions described above closed on August 5, 2020.

outstanding principal amount of the Redstart Note No.

1 may not be converted prior to the period beginning on the date that is

180 days following the Issue Date.

Following the 180 th day, Redstart may convert the Redstart Note No.

1 into shares

of the Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 20-day

look back immediately preceding the date of conversion.

In addition, upon the occurrence and during the continuation of an Event

of Default (as defined in the Redstart Note No.

1), the Redstart Note No.

1 shall become immediately due and payable and the Company

shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note

September 15, 2020, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued

to Redstart a Convertible Promissory Note (the “Redstart Note No.

2”) in the aggregate principal amount of $93,600

for a purchase price of $78,000.

The Redstart Note No.

2 has a maturity date of September 15, 2021 and the Company has agreed

to pay interest on the unpaid principal balance of the Redstart Note No.

2 at the rate of six percent (6%) per annum from the

date on which the Redstart Note No.

2 is issued (the “Issue Date”) until the same becomes due and payable, whether

at maturity or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

2, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described

above closed on September 16, 2020.

The outstanding principal amount of the Redstart Note No.

2 may not be converted prior to

the period beginning on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert

the Redstart Note No.

2 into shares of the Company’s common stock at a conversion price equal to 85% of the

lowest trading price with a 20-day look back immediately preceding the date of conversion.

In addition, upon the occurrence and

during the continuation of an Event of Default (as defined in the Redstart Note No.

2), the Redstart Note No.

2 shall become immediately

due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as

set forth in the Redstart Note No.

offer, sale and issuance of the above securities was made to accredited investors and the Company relied upon the exemptions contained

5 unchanged sentences

Defaults Upon Senior Securities

connection with the acquisition of RWJ in September 2017, the Company issued a note payable in the amount of $2,600,000.

accrues interest at 3.5% per annum, was due on December 31, 2019 and is secured by the assets purchased in the acquisition.

note has not been repaid and is currently in default.

On or around January 30, 2019, RWJ Advanced Marketing, LLC, Greg Bauer,

and Warren Jackson sued the Company and multiple third and related parties in Superior Court of the State of California - County

of Los Angeles, General District in connection with the acquisition of UGopherServices in September 2017.

The case number is 19STCV03320.

The lawsuit alleges breach of contract, among other causes of action.

or around January 30, 2019, RWJ Advanced Marketing, LLC, Greg Bauer, and Warren Jackson sued the Company and multiple third and

related parties in Superior Court of the State of California - County of Los Angeles, General District in connection with the

acquisition of UGO in September 2017.

The case number is 19STCV03320 (the “Original Lawsuit”).

The complaint in the

Original Lawsuit alleges breach of contract, among other causes of action.

The Company answered the complaint and filed a cross-complaint

against the plaintiffs in the case and third parties on or around February 15, 2019.

On or about September 10, 2020, the Company

through its agent of service was “served”

with a complaint (the Company contested service) that was recently filed

against the Company and third parties by Robert Warren Jackson and Gregory Bauer in Los Angeles Superior Court Case No.:

(“Second Lawsuit”).

In the Original Lawsuit filed, the court rejected the plaintiff’s claims that they were

filing a purported quasi-derivative lawsuit.

As such, in this current litigation, the plaintiff is now again claiming the action

is a derivative lawsuit.

In the Original lawsuit, the Company filed a cross complaint against the plaintiff and other third parties.

Recently, the court has scheduled various hearings and a trial date set for December 27, 2021.

It was the Company’s intention

to dividend its holdings of its wholly owned subsidiary Ugopherservices Corp.

(“UGO”).

As UGO is the main dispute

in the litigations described above, the Company has elected to sell UGO to a third party effective July 1, 2020 (See Note 3).

On September 17, 2020, the Company terminated Greg Bauer as consultant (resulting from the sale of UGO), which he confirmed in

On or about October 13, 2020, one of the defendants filed a motion to remove the Second Lawsuit from the Los Angeles

Superior Court to Federal court.

The Company was not served per federal rule as required per the removal.

the sale of UGO (See Note 3), the Company noticed third parties (including SURG, via its asset manager) to wire the UGO funds

to its new bank account.

SURG never answered the notice.

The Company intends to take legal actions to resolve this issue.

Mine Safety Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities