1 unchanged sentence
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
−Removed: The Company is authorized to issue 2,000,000,000 of
−Removed: its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock Series B and 10,000 shares of its
−Removed: $0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001 par value preferred Series D shares, 2,000,000 of its $0.00001
−Removed: par value preferred Series G shares and 40,000 of its $0.00001 par value preferred Series H shares.
+Added: The Company is authorized to issue 10,000,000,000
+Added: of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock Series B and 10,000 shares
+Added: of its $0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001 par value preferred Series D shares, 2,000,000
+Added: of its $0.00001 par value preferred Series G shares and 40,000 of its $0.00001 par value preferred Series H shares.
As of December
−Removed: shares of common stock, as well as 45,000 shares of preferred stock Series B, 700 shares of preferred stock Series C, zero shares of preferred
−Removed: stock Series D, zero shares of preferred stock Series G and 20,000 shares of preferred stock Series H were issued and outstanding.
−Removed: Board of Directors reserves the right to issue shares of preferred stock in the future indicating preference or rights as appropriate.
+Added: 31, 2022, 1,535,593,440 shares of common stock, as well as 45,000 shares of preferred stock Series B, 700 shares of preferred stock
+Added: Series C, zero shares of preferred stock Series D, zero shares of preferred stock Series G and 20,000 shares of preferred stock
+Added: Series H were issued and outstanding.
+Added: The Board of Directors reserves the right to issue shares of preferred stock in the future
+Added: indicating preference or rights as appropriate.
Market Information
5 unchanged sentences
split of 1 for 100 split in 2019 and 1 for 50 in 2021)
−Removed: Quarters Ended
Record Holders
−Removed: The number of holders of record for our common stock
−Removed: as of March 8, 2022 was 88.
+Added: The number of holders of record for our common
+Added: stock as of December 31, 2022 was 92.
The Company has not yet adopted any policy regarding
10 unchanged sentences
Our common stock is considered “penny stock”
−Removed: under the rules the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934.
−Removed: adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
−Removed: Penny stocks are generally equity
−Removed: securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the
−Removed: NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided
−Removed: by the exchange or quotation system.
−Removed: The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver
−Removed: a standardized risk disclosure document prepared by the Commission, that:
−Removed: a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;
−Removed: a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer
−Removed: with respect to a violation to such duties or other requirements of Securities’ laws;
−Removed: contains a brief, clear, narrative description
−Removed: of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask
−Removed: a toll-free telephone number for inquiries on disciplinary actions;
−Removed: significant terms in the disclosure document or in the conduct of trading in penny stocks;
−Removed: such other information and is in such form, including language, type, size and format, as the Commission shall require by rule
−Removed: or regulation.
−Removed: broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
−Removed: and offer quotations for the penny stock;
−Removed: compensation of the broker-dealer and its salesperson in the transaction;
−Removed: number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the
−Removed: marker for such stock;
−Removed: account statements showing the market value of each penny stock held in the customer’s account.
+Added: under the rules of the SEC under the Securities Exchange Act of 1934.
+Added: The SEC adopted rules that regulate broker-dealer practices in connection
+Added: with transactions in penny stocks.
+Added: Penny stocks are generally equity securities with a price of less than $5, other than securities registered
+Added: on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information
+Added: with respect to transactions in such securities is provided by the exchange or quotation system.
+Added: The penny stock rules require a broker-dealer,
+Added: prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:
+Added: contains a description
+Added: of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;
+Added: contains a description
+Added: of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect
+Added: to a violation to such duties or other requirements of Securities’ laws;
+Added: contains a brief, clear, narrative description of
+Added: a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
+Added: contains a toll-free telephone
+Added: number for inquiries on disciplinary actions;
+Added: defines significant terms
+Added: in the disclosure document or in the conduct of trading in penny stocks;
+Added: contains such other information
+Added: and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
+Added: The broker-dealer also must provide, prior to effecting
+Added: any transaction in a penny stock, the customer with:
+Added: bid and offer quotations
+Added: for the penny stock;
+Added: the compensation of the
+Added: broker-dealer and its salesperson in the transaction;
+Added: the number of shares to
+Added: which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock;
+Added: monthly account statements
+Added: showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules that require that
7 unchanged sentences
For the year ended December 31, 2022, the Company
−Removed: issued 2,000,000 of Company common stock to GBT Tokenize for joint venture.
−Removed: For the year ended December 31, 2020, the Company
−Removed: issued 1,063,516 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Iliad Research
−Removed: and Trading, L.P.
−Removed: For the year ended December 31, 2020, the Company
−Removed: issued 352,396 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Sapa Group.
−Removed: For the year ended December 31, 2020, the Company
−Removed: issued 478,408 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Stanley Hills.
−Removed: For the year ended December 31, 2020, the Company
−Removed: issued 104,321 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Gary Shirinyan.
−Removed: For the year ended December 31, 2020, the Company
−Removed: issued 392,228 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Power Up
−Removed: Lending Group.
−Removed: For the year ended December 31, 2020, the Company
−Removed: issued 200,000 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Rasel Ltd.
−Removed: For the year ended December 31, 2020, the Company
−Removed: issued 211,893 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Yossi Attia.
−Removed: For the year ended December 31, 2021, the Company
−Removed: issued 14,000,000 shares of Company common stock to GBT Tokenize for joint venture.
−Removed: For the year ended December 31, 2021, the Company
−Removed: issued 240,000 shares of Company common stock to Terry Taylor of TTSG Holdings for consulting services.
−Removed: For the year ended December 31, 2021, the Company
−Removed: issued 5,000 shares of Company common stock to Bradford Stone for consulting services.
+Added: issued 222,091,971 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to 1800
+Added: Diagonal Lending.
For the year ended December 31, 2022, the Company
−Removed: issued 4,053,069 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Iliad Research
−Removed: and Trading, L.P.
+Added: issued 150,000,000 shares of Company common stock to GBT Tokenize for joint venture agreement between
+Added: Magic International Argentina FC, S.L.
+Added: The value of the shares of $1,500 was determined based on the FV of the Company’s
+Added: common stock.
For the year ended December 31, 2022, the Company
−Removed: issued 570,718 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Yossi Attia.
+Added: issued 5,500,000 shares of Company common stock to GHS from the Equity Financing Agreement for gross
+Added: consideration of $231,868, The value of the shares of was determined based on the Equity Financing .
For the year ended December 31, 2022, the Company
−Removed: issued 290,000 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Rasel Ltd.
+Added: issued 500,000,000 shares of Company common stock to Metaverse for certain equity method investment.
+Added: The value of the shares of $5,000 was determined based on the FV of the Company’s common stock.
For the year ended December 31, 2022, the Company
3 unchanged sentences
For the year ended December 31, 2022, the Company
−Removed: issued 4,192,615 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to IGOR Corp.
−Removed: We claimed exemption from registration under the
−Removed: Securities Act for the sales and issuances of these securities under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
−Removed: thereunder, in that such sales and issuances did not involve a public offering.
−Removed: All of the purchasers of unregistered securities for
−Removed: which we relied on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities
−Removed: We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities
−Removed: for investment only and not with a view to the distribution
−Removed: thereof and that they either received adequate information about the registrant or had access, through employment or other relationships,
−Removed: to such information and (b) appropriate legends were affixed to the stock certificates issued in such transactions.
+Added: issued 590,117,647 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to IGOR
+Added: We claimed exemption from registration under the Securities
+Added: Act for the sales and issuances of these securities under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder,
+Added: in that such sales and issuances did not involve a public offering.
+Added: All of the purchasers of unregistered securities for which we relied
+Added: on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act.
+Added: such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment
+Added: only and not with a view to the distribution thereof and that they either received adequate information about the registrant or had access,
+Added: through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates issued
+Added: in such transactions.
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.