What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-05-07 compared with 2020-11-12 · 103 added, 87 removed, 12 unchanged (94% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

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

Unregistered Sales of Equity

Securities and Use of Proceeds.

During the three months

ended March 31, 2021, the Company had the following transactions in its common stock:

an aggregate of 224,185,847 shares for the conversion of convertible notes of $3,116,668

and accrued interest of $6,180;

12,250 shares to consultants for services rendered.

On February 10, 2021,

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.

4”) in the aggregate principal amount of $184,200 for a purchase price of $153,500.

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.

4 has a maturity date of February 5, 2022 and the Company has agreed to pay interest on the unpaid principal balance

of the Redstart Note No.

4 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.

4 is issued (the “Issue

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

shall have the right to prepay the Redstart Note No.

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

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 transactions described above closed on February 10, 2021.

The outstanding principal amount of the Redstart

4 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.

4 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.

Since the conversion

price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for

as a derivative liability.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart

4), 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

4 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.

On March 15, 2021,

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.

5”) in the aggregate principal amount of $106,200 for a purchase price of $88,500.

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.

5 has a maturity date of June 15, 2022 and the Company has agreed to pay interest on the unpaid principal balance

of the Redstart Note No.

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

5 is issued (the “Issue

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

shall have the right to prepay the Redstart Note No.

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

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

in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder with regard

No advertising or general solicitation was employed in offering the securities.

The offer and sales were made to

accredited investors and transfer of the common stock will be restricted by the Company in accordance with the requirements of

the Securities Act of 1933, as amended.

The transactions described above closed on March 17, 2021.

The outstanding principal amount of the Redstart

5 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.

5 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.

Since the conversion

price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for

as a derivative liability.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart

5), the Redstart Note No.

5 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.

The offer, sale and

issuance of the above securities was made to accredited investors and the Company relied upon the exemptions contained in Section 4(a)(2)

of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder with regard to the sale.

No advertising

or general solicitation was employed in offering the securities.

The offer and sales were made to accredited investors and transfer of

the common stock will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.

Defaults Upon Senior Securities

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.:

In connection with

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

RWJ been dissolved on or around

April 20, 2020 by Georgia Secretary of State.

The note accrues interest at 3.5% per annum, was due on December 31, 2019 and is secured

by the assets purchased in the acquisition.

This 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 UGO in September 2017.

case number is 19STCV03320.

The 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 contest 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.

In the original lawsuit filed by Mr.

Jackson (the “Original Lawsuit”) in the Los Angeles

Superior Court Case No.:

19STCV03320), the court rejected the plaintiff’s claims that they were filing a purported quasi-derivative

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 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.

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

(as a result of the sale of UGO), which he confirmed in writing.

On or about October 13, one of the defendants file a motion to remove

the Second lawsuit from State 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.

Following the sale

of UGO (See Note 3 to the financial statement), the Company noticed third parties (including SURG, via its asset’s manager) to

wire UGO funds to its new bank account.

SURG never answered said notice.

The Company intend to take legal actions to resolve this issue

by court of law.

Mine Safety Disclosures

Not Applicable.

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