Item 15 - Recent Sales of Unregistered Securities
Convertible Notes
On January 10, 2019, we entered into a Securities
Purchase Agreement with GS Capital Partners, LLC, (“GS Capital”) issuing
a convertible redeemable note in the principal amount of $65,000. The note may be converted
into common shares of our common stock at a conversion price equal to the lower of $0.25, or 70% of the lowest trading price of our common
stock during the 20 prior trading days.
On February 12, 2019, we entered into a securities
purchase agreement with Crown Bridge Partners, LLC, (“Crown”) issuing
a convertible promissory note in the aggregate principal amount of up to $35,000. The note may be converted into common shares of our
common stock at a conversion price equal 70% of the lowest trading price of our common stock during the 20 prior trading days.
On April 23, 2019, we entered into a securities
purchase agreement with GS Capital issuing to GS Capital a convertible promissory note in the aggregate principal amount of $40,000. The
note bears interest at 8% per annum and may be converted into common shares of our common stock at a conversion price equal to 70% of
the average of the three lowest trading prices of our common stock during the 20 prior trading days.
On May 3, 2019, we entered into a securities purchase
agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) issuing to Geneva a convertible promissory note in the
aggregate principal amount of $64,000. The note bears interest at 9% per annum and may be converted into common shares of our common stock
at a conversion price equal to 70% of the lowest trading price of our common stock during the 20 prior trading days.
On January 10, 2019, we entered into a Securities
Purchase Agreement with GS Capital issuing a convertible redeemable note in the principal
amount of $65,000. The note may be converted into common shares of our common stock at a conversion
price equal to the lower of $0.25, or 70% of the lowest trading price of our common stock during the 20 prior trading days.
On February 12, 2019, we entered into a securities
purchase agreement with Crown issuing a convertible promissory note in the aggregate principal amount of up to $35,000. The note may be
converted into common shares of our common stock at a conversion price equal 70% of the lowest trading price of our common stock during
the 20 prior trading days.
On April 23, 2019, we entered into a securities
purchase agreement with GS Capital issuing to GS Capital a convertible promissory note in the aggregate principal amount of $40,000. The
note bears interest at 8% per annum and may be converted into common shares of our common stock at a conversion price equal to 70% of
the average of the three lowest trading prices of our common stock during the 20 prior trading days.
On May 3, 2019, we entered into a securities purchase
agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $64,000. The note bears interest
at 9% per annum and may be converted into common shares of our common stock at a conversion price equal to 70% of the lowest trading price
of our common stock during the 20 prior trading days.
On October 7, 2020, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $47,850. The note
bears interest at 9% per annum and may be converted into common shares of our common stock at a conversion price equal to 70% of the lowest
trading price of our common stock during the 20 prior trading days.
On September 2, 2020, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $47,850. The note
bears interest at 9% per annum and may be converted into common shares of our common stock at a conversion price equal to 70% of the lowest
trading price of our common stock during the 20 prior trading days.
On January 4, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $42,350. The note
bears interest at 8% per annum and may be converted into common shares of our common stock at a conversion price equal to 70% of the lowest
trading price of our common stock during the 20 prior trading days.
On February 3, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $94,200. The note
bears interest at 4.5% per annum and may be converted into common shares of our common stock at a conversion price equal to 81% of the
lowest two trading prices of our common stock during the 10 prior trading days.
On February 18, 2021, we entered into a securities
purchase agreement with Geneva issuing to Geneva a convertible promissory note in the aggregate principal amount of $76,200. The note
bears interest at 4.5% per annum and may be converted into shares of our common stock at a conversion price equal to 81% of the lowest
two trading prices of our common stock during the 10 prior trading days.
On April 26, 2021, we entered a Securities Purchase
Agreement with FirstFire Global Opportunities Fund LLC, (“FirstFire”) pursuant
to which we issued to FirstFire a Convertible Promissory Note in the principal amount of $825,000. The note matures on January 26, 2022
upon which time all accrued and unpaid interest will be due and payable. Interest accrues on the note at 10% per annum guaranteed until
the note becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The note is convertible at any
time after 180 days from issuance, upon the election of FirstFire, into shares of our Common Stock at $0.015 per share. A finder’s
fee of $15,000 was paid to J.H. Darbie Co. pursuant to our agreement.
Each of the notes above were sold in
reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D under the Securities Act, based in part on the representations of the investor. Unless stated above, there were no sales commissions
paid pursuant to this transaction and general solicitation was not used in connection with the offers and sales of these securities.
Note Conversions
On April 29, 2020, we issued an aggregate of 68,571,429
shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $4,800.
On May 4, 2020, we issued an aggregate of 72,857,143
shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $5,100.
On June 9, 2020, we issued an aggregate of 75,714,286
shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $5,300.
On July 9, 2020, we issued an aggregate of 80,000,000
shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $5,600.
On July 16, 2020, we issued an aggregate of 82,857,143
shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $5,800.
On July 28, 2020, we issued an aggregate of 82,857,143
shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $5,800.
On August 3, 2020, we issued an aggregate of 91,428,571
shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $6,400.
On August 6, 2020, we issued an aggregate of 91,428,571
shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $6,400.
On August 10, 2020, we issued an aggregate of
91,428,571 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $6,400.
On August 13, 2020, we issued an aggregate of
91,428,571 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $6,400.
On August 18, 2020, we issued an aggregate of
110,000,000 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $7,700.
On August 20, 2020, we issued an aggregate of
115,714,286 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $8,100.
On August 31, 2020, we issued an aggregate of
115,714,286 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $8,100.
On September 1, 2020, we issued an aggregate of
115,714,286 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $8,100.
On September 1, 2020, we issued an aggregate of
119,157,924 shares of common stock upon the conversion of interest of convertible debt, as issued on July 17, 2018, in the amount of $6,315.
On September 1, 2020, we issued an aggregate of
85,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $7,000.
On September 2, 2020, we issued an aggregate of
123,474,262 shares of common stock upon the conversion of interest of convertible debt, as issued on September 24, 2018, in the amount
of $4,439.
On September 3, 2020, we issued an aggregate of
115,714,286 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $8,100.
On September 11, 2020, we issued an aggregate
of 115,714,286 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $8,100.
On September 30, 2020, we issued an aggregate
of 158,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $5,257.
On October 7, 2020, we issued an aggregate of
161,428,571 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $11,800.
On October 7, 2020, we issued an aggregate of
169,000,000 shares of common stock upon the conversion of convertible debt, as issued on February 12, 2019, in the amount of $6,855.
On October 7, 2020, we issued an aggregate of
143,519,000 shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $4,677.
On October 12, 2020, we issued an aggregate of
142,374,429 shares of common stock upon the conversion of convertible debt, as issued on May 3, 2019, in the amount of $600 in principal
and $9,366 in interest.
On October 22, 2020, we issued an aggregate of
77,623,000 shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $2,041.
On January 14, 2021 we issued an aggregate of
100,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $28,000.
On January 25, 2021, we issued an aggregate of
150,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $42,000.
On February 1, 2021, we issued an aggregate of
30,999,995 shares of common stock upon the conversion of convertible debt, as issued on February 12, 2019, in the amount of $8,116.
On February 11, 2021, we issued an aggregate of
100,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $56,000.
On February 18, 2021, we issued an aggregate of
220,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $75,436
for principal and $39,638 for interest.
On April 15, 2021, we issued an aggregate of 8,065,040
shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $47,850 and interest of
$2,153.25.
On June 3, 2021, we entered into a Settlement
and Mutual Release Agreement with Auctus Fund, LLC, (“Auctus”) pursuant to which Auctus agreed to convert the note
issued on September 25, 2018 by us to it in the principal amount of $100,000 into 12,500,000 shares of our Common stock as consideration
for full and complete satisfaction of and settlement of the note, which also terminates all obligations owing under both the Note and
the corresponding Securities Purchase Agreement dated September 25, 2018 between the Company and Auctus.
On July 12, 2021, the Company issued an aggregate
of 1,784,146 shares of common stock upon the conversion of convertible debt, as issued on January 12, 2021, in the amount of $42,350.
On July 14, 2021, the Company issued an aggregate
of 45,037,115shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $93,864 and
interest of $26,246.
On July 19, 2021, we issued an aggregate of 2,898,382
shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $10,497 and interest of
$6,748.
On November 17, 2021, we issued an aggregate of
177,375,000 shares of common stock upon the conversion of convertible debt, as issued on April 26, 2021, which converted all principal
and accrued and unpaid interest. The lender has agreed to return 118,254,000 shares
due to an error in the conversion.
The shares issued pursuant to the note conversions
were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2)
of the Securities Act and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investor.
There were no sales commissions paid pursuant to this transaction.
Shares Issued for Services
On February 16, 2021, we entered into a Consulting
Agreement effective December 23, 2020 with Kenneth Brooks Davidson. Pursuant to the agreement, we have engaged Mr. Davidson as our Director,
U.S. Operations for Oil and Gas & Renewables. During the term of the Agreement, the Consultant is entitled to monthly awards of 6,250
shares of our Common Stock and, after at least 24 months from the effective date of the Agreement the possibility of a bonus award of
up to 75,000 shares of our Common Stock.
The issuance
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Shares Issued for Acquisitions
On August 30, 2021, the Company closed the MPAs
with RI and WS pursuant to which the Company agreed to pay to the majority shareholder of each of RI and WS an aggregate of 15,000,000
shares of the Company’s Common Stock, in exchange for 60% ownership of each of RI and WS.
The issuance
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Miscellaneous Issuances
Pursuant to a Finder’s
Fee Agreement with J.H. Darbie & Co., Inc. (“J.H. Darbie”), from October 4, 2021 to October 25, 2021, we issued
to J.H. Darbie an aggregate of 5,425,453 shares of common stock.
The issuances
wwere made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.