What changed in this filing

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Item 9A. Controls and Procedures

2023-04-14 compared with 2022-04-15 · 89 added, 100 removed, 451 unchanged (30% of the section changed)

182 unchanged sentences

of his education, skills and experience in technology companies.

Segnini (age 55)

From March 2020 to the present, Mr.

26 unchanged sentences

or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:

Any petition under the Federal bankruptcy laws

or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business

or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such

filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time

of such filing;

Any conviction in a criminal proceeding or being

named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree,

not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her

from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing

broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by

the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker

or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association

or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Any petition under the Federal bankruptcy laws or any state

insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property

of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or

any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

Any conviction in a criminal proceeding or being named a subject

of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently

reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise

limiting, the following activities:

Acting as a futures commission merchant, introducing broker,

commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity

Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer

in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance

company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with

the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal

commodities laws;

Being subject to any order, judgment or decree,

not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more

than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities,

investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

Being found by a court of competent jurisdiction

in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding

by the Commission has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction

in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such

civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Being subject to, or a party to, any Federal or

State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an

alleged violation of:

Any Federal or State securities or commodities

law or regulation;

Any law or regulation respecting financial institutions

or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil

money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

Engaging in any activity in connection with the purchase

or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Being subject to any order, judgment or decree, not subsequently

reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the

right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment,

insurance or banking activities, or to be associated with persons engaged in any such activity;

Being found by a court of competent jurisdiction in a civil

action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission

has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction in a civil

action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action

or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Being subject to, or a party to, any Federal or State judicial

or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or

insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money

penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud

in connection with any business entity;

Being subject to, or a party to, any sanction or order, not subsequently

16 unchanged sentences

Our full board serves the functions that would normally be served by a

separately-designated Nominating Committee, and Compensation Committee.

Company has an Audit Committee with a financial expert on the Board.

separately-designated Nominating Committee, and.

Company has an Audit Committee with a financial expert on the Board and

a majority of independent members.

Company has a Compensation Committee with a majority of independent members.

Section 16(a) Beneficial Ownership

12 unchanged sentences

Code of Ethics

We do not have a code of ethics but we plan to adopt one this fiscal year.

Company has a code of ethics.

Executive Compensation

85 unchanged sentences

Compensation Committee

We do not currently have a compensation committee of the board of directors

or a committee performing similar functions.

The board of directors as a whole participates in the consideration of executive officer

and director compensation.

The Company have a compensation committee of the board of directors.

committee is constituted by independent members of the Board and participates in the consideration of executive officer and director compensation.

Indebtedness of Directors, Senior Officers, Executive Officers and Other

21 unchanged sentences

Name of Beneficial Owner

of Shares Owned

Number of Shares Owned

Percent of Class

7 unchanged sentences

Name of Beneficial Owner

Number of Shares

Number of Shares Owned

Percent of Class

12 unchanged sentences

The percent of class is

based on 147,357,358 voting shares as of March 8, 2022.

based on 164,176,688 voting shares as of April 10, 2023.

(3) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership

2 unchanged sentences

The percent of class is

based on 10,000 voting shares as of March 8, 2022.

based on 10,000 voting shares as of April 10, 2023.

Certain Relationships

7 unchanged sentences

Due from related party

During the year ended December 31, 2021, the Company

loaned $220,674 to our CEO and applied to due to CEO of $8,004.

During the year

ended December 31, 2021, the Company wrote off due from related party of $10,148.

During the year ended December 31, 2020, the Company

loaned $20,182 to related parties who are a stockholder and a former director, collected $20,197 and wrote off amounts totaling $43,375.

During the years ended December 31, 2021 and 2020,

the Company loaned $220,674 and $18,888 to a related party and collected $226 and $2,088, respectively.

As of December 31, 2021 and 2020, the Company had

due from related parties of $424,086 and $221,790, respectively.

The loans are unsecured, non-interest bearing and due on demand.

During the years

ended December 31, 2022 and 2021, the Company loaned $1,000 and $220,674 to a related party and collected $700 and $226, respectively.

As of December

31, 2022 and 2021, the Company had due from related parties of $326,324 and $424,086, respectively.

The loans are unsecured, non-interest

bearing and due on demand.

Due to related parties

During the years ended December 31, 2021 and 2020,

the Company borrowed $0 and $20,182 from CEO and CFO of the Company, and repaid $90,787 and $20,197 to the CEO and CFO, respectively.

During the year ended December 31, 2020, the Company

borrowed $20,000 from Francisco Bunt who owns 49% of loT Labs and repaid $20,000.

As of December 31, 2021 and 2020, the Company had

amounts due to related parties of $26,613 and $94,616, respectively, which included $0 and $60,000 to Francisco Bunt (Note 4), respectively.

The amounts are unsecured, non-interest bearing and due on demand.

During the years

ended December 31, 2022 and 2021, the Company repaid $0 and $90,787, respectively, to the CEO and CFO of the Company.

As of December

31, 2022 and 2021, the Company had amounts due to related parties of $26,613.

The amounts are unsecured, non-interest bearing and

due on demand.

Dept to Equity Swap

5 unchanged sentences

Financial Statements for the

Ended December 31

Year Ended December 31

Audit Services

5 unchanged sentences

Description of Exhibit

Membership Interest Purchase Agreement(1)

Memorandum of Understanding and Shareholders Agreement dated February 21, 2020(5)

Memorandum of Understanding and Shareholders Agreement dated February 12, 2020(6)

Company Purchase Agreement, dated April 1, 2019(11)

Articles of Incorporation of the Registrant (2)

Bylaws of the Registrant (2)

Certificate of Amendment(3)

Amendment #2 to the Crown Capital Note dated March 2, 2020(4)

Amendment #2 to the Auctus Fund Note dated March 2, 2020(4)

Amendment #1 to the Labrys Fund Note dated February 11, 2020(7)

Amendment #1 to the Apollo Note dated December 23, 2019(8)

Amendment #1 to the Apollo Note dated December 24, 2019(8)

Amendment #1 to the Crown Capital Note dated December 23, 2019(8)

Amendment #1 to the Auctus Fund Note dated January 1, 2020(8)

Senior Secured Convertible Promissory Note to Labrys Fund dated December 3, 2019(9)

Conversion Agreement with Carmen Cabell(1)

Conversion Agreement with Patrick Gosselin(1)

Conversion Agreement with Mark Engler(1)

Employment Agreement with Leandro Iglesias(1)

Employment Agreement with Alvaro Quintana Cardona(1)

Employment Agreement with Juan Carlos Lopez Silva(1)

Interest Purchase Agreement(1)

of Understanding and Shareholders Agreement dated February 21, 2020(5)

of Understanding and Shareholders Agreement dated February 12, 2020(6)

Purchase Agreement, dated April 1, 2019(11)

of Incorporation of the Registrant (2)

of the Registrant (2)

of Amendment(3)

#2 to the Crown Capital Note dated March 2, 2020(4)

#2 to the Auctus Fund Note dated March 2, 2020(4)

#1 to the Labrys Fund Note dated February 11, 2020(7)

#1 to the Apollo Note dated December 23, 2019(8)

#1 to the Apollo Note dated December 24, 2019(8)

#1 to the Crown Capital Note dated December 23, 2019(8)

#1 to the Auctus Fund Note dated January 1, 2020(8)

Secured Convertible Promissory Note to Labrys Fund dated December 3, 2019(9)

Agreement with Carmen Cabell(1)

Agreement with Patrick Gosselin(1)

Agreement with Mark Engler(1)

Agreement with Leandro Iglesias(1)

Agreement with Alvaro Quintana Cardona(1)

Agreement with Juan Carlos Lopez Silva(1)

Agreement dated December 12, 2019(8)

Forbearance Agreement dated December 18, 2019(8)

Temporary Forbearance Agreement dated December 18, 2019(8)

Securities Purchase Agreement, dated December 3, 2019(9)

Purchase Agreement, dated December 3, 2019(9)

Exhibit 10.10

Employment and Indemnification Agreements with Leandro Iglesias, dated May 2, 2019(10)

and Indemnification Agreements with Leandro Iglesias, dated May 2, 2019(10)

Exhibit 10.11

Employment and Indemnification Agreements with Alvaro Quintana, dated May 2, 2019(10)

and Indemnification Agreements with Alvaro Quintana, dated May 2, 2019(10)

Exhibit 10.12

Employment and Indemnification Agreements with Juan Carlos Lopez Silva, dated May 2, 2019(10)

and Indemnification Agreements with Juan Carlos Lopez Silva, dated May 2, 2019(10)

Exhibit 31.1**

41 unchanged sentences

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-K

Item 9A. Controls and Procedures