Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, we have entered into agreements with key consultants to provide necessary services and expertise for the development of the Company's proposed projects. We have agreed to issue shares of our common stock to the consultants in lieu of cash compensation in order to conserve working capital and to align the interests of the consultants with those of our shareholders. The consultants include parties related to our two directors, Jack W. Hanks, and Bruce N. Lemons.

We have been unable to issue the shares earned by the consultants due to a lack of available authorized shares of our common stock. Effective May 15, 2023, we issued an aggregate of 16,388,715 shares of common stock to the consultants in order to satisfy a portion of the past due obligations to issue shares.

In addition, we offered consultants the option of converting remaining past due fees into shares of common stock at a conversion rate equal to the 110% of the rate that unrelated third party convertible debt holders have converted into shares of common stock. Beginning on May 10, 2023, and continuing through May 15, 2023, consultants have exercised this option, converting $205,000 out of $293,459 accrued fees for a total issuance of 3,213,169,969 shares of common stock. In connection with these issuances, we terminated outstanding Series E Common Stock Purchase Warrants which had been issued to some parties in consideration of their consulting services and issued Series F Common Stock Purchase Warrants to three parties in the amounts of 50,000,000 shares each.

The issuance of common stock described in this Item 3.02 were not registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.






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