High Wire Networks Inc (HWNI)

[kai-zen]

Your proving my point. Were getting off topic here though so I will leave you with this.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

a)
On July 1, 2016, the Company issued 2,368,322 shares of common stock upon the conversion of $15,000 of principal of the convertible note described in Note 9(f).

b)
On August 15, 2016, the Company issued 2,826,456 shares of common stock upon the conversion of $10,000 of principal of the convertible note described in Note 9(f).

c)
On August 29, 2016, the Company issued 2,000,000 units at $0.015 per unit for proceeds of $30,000. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.03 per share of common stock for a period of two years or thirty calendar days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.03 per share for five consecutive trading days. As at May 31, 2016, the Company had received proceeds of $25,000 at $0.015 per unit for subscriptions for 1,666,666 units which was included in common stock subscribed.

d)
On September 19, 2016, the Company issued 4,920,400 shares of common stock upon the conversion of the two convertible notes of $58,000 and $94,000 described in Note 9(c) and $44,816 of accrued interest.

e)
On September 26, 2016, the Company issued 2,780,868 shares of common stock upon the conversion of $10,000 of principal of the convertible note described in Note 9(f).

f)
October 3, 2016, the Company issued 4,413,181 shares of common stock upon the conversion of the note payable of $14,406 (CAD - $18,895) described in Note 7(d) and $735 (CAD - $964) of accrued interest. The Company recorded the common shares at their fair value of $39,277 which resulted in a loss on settlement of debt of $19,418.

g)
On December 9, 2016, the Company issued 1,000,000 shares pursuant to the settlement agreement described in Note 14(h).

h)
On December 5, 2016, the Company issued 5,393,560 shares of common stock upon the conversion of $15,075 of principal of the convertible note described in Note 9(f).

i)
On January 13, 2017, the Company issued 5,070,994 shares of common stock upon the conversion of $10,000 of principal of the convertible note described in Note 9(f).

http://www.investopedia.com/terms/u/unregistered-shares.asp

companies can only sell unregistered shares to “qualified investors.” Qualified investors are comprised of high net worth ($1 million or more) and/or high-income ($200,000/yr. or more for individuals, $300,000/yr. or more for married couples) investors that the SEC considers savvy enough to make such investments.

We can safely say its not Larry haha. Who are these high net worth/income qualified investors?

There is one line from that link that I'm sure if read will be reposted by the negative nancys here so I will also post this.

SEC Rule 144

There are five conditions that must be met for restricted, unregistered and control securities to be sold or resold. First, the prescribed holding period must be met. For a public company, the holding period is six months, and it begins from the date a holder purchased and fully paid for securities. For a company that does not have to make filings with the SEC, the holding period is one year. The holding period requirements apply primarily to restricted securities, while resale of control securities is subject to the other requirements under Rule 144.

Second, there must be adequate current public information available to investors about a company, including historic financial statements, information about officers and directors, and a business description. Third, if a selling party is an affiliate of a company, he cannot resell more than 1% of the total outstanding shares during any three-month period. If a company's stock is listed on a stock exchange, only the greater of 1% of total outstanding shares, or the average of the previous four-week trading volume. can be sold. For over-the-counter stocks, only the 1% rule applies.

Fourth, all of the normal trading conditions that apply to any trade must be met. In particular, brokers cannot solicit buy orders, and they are not allowed to receive commissions in excess of their normal rates. Finally, the SEC requires an affiliated seller to file a proposed sale notice, if the sale value exceeds $50,000 during any three-month period, or if there are more than 5,000 shares proposed for sale.

If the seller is not associated with the company that issued the shares and has owned the securities for more than one year, the seller does not have to meet any of the five conditions and can sell the securities without restrictions. Also, non-affiliated parties may sell their securities, if they held them for less than a year, but greater than six months, provided the current public information requirement is met.

Just some food for thought.