Warrants extendible, too much debt
“Total shares authorized: 190,000,000 as of January 9, 2019 to present. Total shares outstanding: 11,031,895 as of July 19, 2022.
Number of shares in the Public Float: 1,702,200 as of July 19, 2022. Total number of shareholders of record: 283 as of July 19, 2022.
Preferred stock. Issuer’s authorized capital also provides for 10,000,000 shares undesignated preferred stock, $.001 par value per share. The board of directors, in its sole discretion, may establish par value, divide the shares of preferred stock into series, and fix and determine the dividend rate, designations, preferences, privileges, and ratify the powers, if any, and determine the restrictions and qualifications of any series of preferred stock as established.
Trading symbol: N/A
Exact title and class of securities outstanding: Preferred
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Quarterly Report for the period ending May 31, 2022
Page 2 of 10
CUSIP: N/A
Par or stated value: $.001 per share
Total shares authorized: 10,000,000 as of January 9, 2019 to present. Total shares outstanding: -0- as of July 19, 2022.
Common stock purchase warrants. Issuer has six series of common stock purchase warrants outstanding, Series A through F, allowing holders to purchase additional shares of common stock (the “Plan Warrants”). Each Plan Warrant provides for the purchase of one share of common stock and is callable at any time by Issuer for a price of $.0002 per warrant. The board of directors can extend the expiration date of the Plan Warrants or reduce the exercise price of any Plan Warrant on a temporary or permanent basis.
Trading symbol: N/A
Exact title and class of securities outstanding: Series A Warrant CUSIP: 44177J 129
Exercise price: $4.00 per share
Total Series A Warrants outstanding: 2,923,743 as of July 19, 2022 Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series B Warrant CUSIP: 44177J 137
Exercise price: $4.00 per share
Total Series B Warrants outstanding: 4,211,782 as of July 19, 2022 Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series C Warrant CUSIP: 44177J 145
Exercise price: $6.00 per share
Total Series C Warrants outstanding: 4,211,782 as of July 19, 2022 Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series D Warrant CUSIP: 44177J 152
Exercise price: $6.00 per share
Total Series D Warrants outstanding: 4,211,782 as of July 19, 2022 Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series E Warrant CUSIP: 44177J 160
Exercise price: $8.00 per share
Total Series E Warrants outstanding: 4,211,782 as of July 19, 2022
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Quarterly Report for the period ending May 31, 2022
Page 3 of 10
Expiration date: August 31, 2022
Trading symbol: N/A
Exact title and class of securities outstanding: Series F Warrant CUSIP: 44177J 178
Exercise price: $8.00 per share
Total Series F Warrants outstanding: 4,211,782 as of July 19, 2022 Expiration date: August 31, 2022”
“ SHORT TERM NOTES PAYABLE
Principal Amount at Issuance ($)
$ 25,000.00
$ 25,000.00 $ 15,000.00 $ 8,500.00 $ 20,000.00 $ 5,000.00 $ 5,000.00 $ 20,000.00 $ 10,000.00 $ 9,000.00 $ 13,000.00 $ 22,000.00 $ 18,000.00 $ 5,000.00
Interest Accrued ($)
$ 10,934.16
$ 9,535.44 $ 5,518.75 $ 3,105.85 $ 7,041.64 $ 1,706.22 $ 1,618.72 $ 5,316.65 $ 2,587.52 $ 2,148.75 $ 10,210.40 $ 4,748.35 $ 2,752.50 $ 716.65 $ 67,941.60
Maturity Date
Nov. 30, 2022
Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022 Nov. 30, 2022
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Non-convertible
Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible Non-convertible
Name of Noteholder (entities must have individual with voting / investment control disclosed).
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Frederic J. Buonincontri, Officer of Issuer
Reason for Issuance (e.g. Loan, Services, etc.)
Working capital
Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital
July 2, 2019
Nov. 29, 2019
Dec. 30, 2019
Jan. 8, 2020
Feb. 6, 2020
Mar. 3, 2020
Apr. 13, 2020
Aug. 31, 2020
Sept. 17, 2020
Nov. 4, 2020
Nov. 25, 2020
Nov. 25, 2020
May 28, 2021
June 21, 2021
TOTAL SHORT TERM
$ 25,000.00
$ 25,000.00 $ 15,000.00 $ 8,500.00 $ 20,000.00 $ 5,000.00 $ 5,000.00 $ 20,000.00 $ 10,000.00 $ 9,000.00 $ 13,000.00 $ 22,000.00 $ 18,000.00 $ 5,000.00
$ 200,500.00
$ 268,441.60”
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