XNRGI Inc fka NPWZ

[ShortonCash]

The following table presents information as of September 30, 2016 concerning the beneficial ownership of our common stock and each of our outstanding classes of preferred by the following persons or groups:
· each person who, to our knowledge, beneficially owns more than 5% of our common stock or any class of preferred stock;

· each Named Executive Officer identified in the Executive Compensation table above;

· each of our current directors; and

· all of our current directors and executive officers as a group.
Percentage of common stock beneficially owned is based on 2,596,508,421 shares of common stock outstanding on September 30, 2016. In accordance with SEC rules, when we computed the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of September 30, 2016. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
This table is based upon information supplied by executive officers, directors and principal shareholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, to our knowledge, each of the shareholders named in this table has sole voting and investment power with respect to the common stock shown as beneficially owned. The address for each of our officers and directors is c/o Neah Power Systems, Inc., 22722 29th Drive SE, Suite 100, Bothell, WA 98021.

Name of
Beneficial Owner
Number of Shares
Beneficially Owned
Percentage
Owned (%)
Chris D'Couto (1)
331,414,830
12.8%
Jeffrey Sakaguchi (2)
48,415,489
1.8%
Jon Garfield (3)
69,252,377
2.7%
All directors and named executive officers as a group (3 individuals)
449,082,696
17.3%



5% or More Shareholders


Sierra Trading Corp (4)
505,597,111
19.5%
Summit Trading Limited (5)
416,410,000
16.0%

(1) Gerard C. D’Couto is the beneficial owner of 331,414,830 shares of common stock, which consists of 400,002 common shares, 187,341,935 shares of common stock underlying warrants, and 143,672,893 shares of common stock underlying options.

(2) Jeffrey Sakaguchi is the beneficial owner of 48,415,489 shares of common stock, which consists of 10,395,010 shares of common shares, 35,135,086 shares of common stock underlying warrants and 2,885,393 shares of common stock underlying options.

(3) Jon Garfield is the beneficial owner of 69,252,377 shares of common stock, which consists of 66,351,359 shares of common stock underlying warrants and 2,901,018 shares of common stock underlying options.

(4) Sierra Trading Corp (“Sierra”) is a Florida corporation. We have been advised that Daisy Rodriguez owns 100% of Sierra. Daisy Rodriguez is a private investor married to the primary beneficiary of Summit Trading Limited. Sierra owns 629,695 shares of our series B preferred stock which is convertible at our sole option into shares of our common stock. As of September 30, 2016 the shares would have been convertible into an estimated 505,597,111 shares of our common stock (the exact number of which is not determinable at this time because the Series B are convertible into shares of our common stock based on the future trading price of our common stock). The holders of the Series B are entitled to vote with the holders of our common stock with the number of votes equal to the number of common shares available by conversion to the holders of the Series B.

(5) Summit Trading Limited (“Summit”) is a Bahamian holding company and is owned by the Weast Family Trust. The Weast Family Trust is a private trust established for the benefit of C.S. Arnold, Daisy Rodriguez, Stephanie Kaye and Tracia Fields. C.S. Arnold is the settlor of the Weast Family Trust. The natural person exercising voting control of the shares of our common stock held by Summit is Daryl Orenge. The address of Summit is Charlotte House, P.O. Box N-65, Charlotte Street, Nassau, Bahamas. Summit owns 59,750 shares of our common stock and 592,541 shares of our preferred series B stock, which is convertible at our sole option into shares of our common stock. As of September 30, 2016 the series B shares would have been convertible into an estimated 416,410,000 shares of our common stock (the exact number of which is not determinable at this time because the Series B are convertible into shares of our common stock based on the future trading price of our common stock). The holders of the series B are entitled to vote with the holders of our common stock with the number of votes equal to the number of common shares available by conversion to the holders of the series B.

During the period from January 2017 through May 2017, the Company entered into an additional series of Six Month Convertible notes (see Note 5) and received proceeds of $328,500. These notes carry the same terms and interest 8% interest rate as the earlier notes and are also secured by all the assets of the Company. In total, the Company has received $864,000 in proceeds from these convertible notes. During the period from April 2017 and through March 2018, the Company entered into amendments to extend the original maturity dates for $496,500 of these agreements with interest accruing during such periods at the rate of ten (10%) percent, per annum thereafter, if not paid in full or if not converted in full into the Borrower’s Common Stock on or before the First Extended Maturity Date, the Promissory Note maturity date would be automatically extended for an additional six (6) months (the “Second Extended Maturity Date”) with interest accruing during such period at the rate of twelve (12%) percent, per annum. In March 2018, the Company and investors of $819,000 of the bridge notes entered into a Convertible Note Settlement Agreement whereby the notes would be converted into the new Class A Common Stock. The Company is negotiating with the remaining note holders to also convert the remaining $45,000 in notes.

In April 2017, the Company entered into a securities purchase agreement with Image Securities FZC to sell 370,000,000 shares of the Company’s common stock for a total of $5 million, beginning with an initial $1,000,000 followed by $200,000 per month for 20 months. In May 2018, the Company entered into an amended agreement with the investor to instead purchase 1,162,000 shares of Class A Common Stock for the $5 million investment. As of the date of this report, the Company has received $2,200,000 from this investor for 511,280 shares of Class A Common Stock.

In May 2017, the Company paid the $400,000 principal balance Rich Niemiec in cash. The Company has also issued 26,700,000 of common stock in payment of $154,236 in accrued interest.

In August 2017, the Company entered into a “Trade Debt Settlement Agreement and Promissory Note” with MediaTech where, in exchange of a trade debt balance of $45,000, the Company agreed to issue 3,462,000 shares of common stock in settlement of the obligation.

In September 2017, Jeffrey May resigned as Chief Financial Officer and principal financial officer.

In February 2018, the Company entered into an agreement to sell 1,622,400 shares of its new Class A Common Stock when authorized to an investor from Dubai, United Arab Emirates for a purchase price of $2,000,000. In May 2018, the Company and the investor agreed to an amendment committing an additional 597,100 shares of Class A Common Stock for a purchase price of $716,520. As of the date of this report, the Company has received $700,000 in proceeds from this investor.

In March of 2018, the Company filed with the State of Nevada an Amendment to Certificate of Designation After Issuance of Class or Series which restored the common stock voting rights of holders of Series B to state “the holders of the Series B Preferred Stock will be entitled to vote with the Company’s Common Stock with the number of votes equal to the number of common shares available by conversion to the holders of the Series B Preferred Stock as calculated in Section 9(c)(ii).”

In March 2018 upon approval by the Board, owners of a majority of the Company’s outstanding voting shares, voted to amend its Articles of Incorporation to authorize 15,000,000 new Class A Common Shares (“Class A Common Stock”). The shares shall rank senior to the Company’s common stock and any class or series of capital stock in case of distribution of the assets of the Corporation in the event of liquidation. The Class A Common Stock shall be entitled to a dividend, accruing at the simple interest rate of 10%, payable in cash or shares of Class A Common Stock upon declaration by the Board. The holders of the Class A Common Stock will be entitled to twenty thousand (20,000) votes per share and will be entitled to vote with the Company’s Common Stock on all matters properly brought before the shareholders of the Company. In April 2018, the Company filed with the State of Nevada an “Amendment to Certificate of Designation After Issuance of Class or Series” to affect these changes. In addition, the Company also amended its Articles of Incorporation to change its name to XNRGI, Inc. In May 2018, owners of a majority of the Company's voting shares approved these actions. The name Change is pending FINRA approval.

In March 2018, the Board approved the 2018 Class A Common Shares Stock Plan (“the Plan”) which permits the Company to grant various types of stock incentive awards. The Plan reserves an aggregate 4,800,000 shares of Class A Common Stock for awards under the Plan. In May 2018, owners of a majority of the Company's voting shares approved the Plan.

In May 2018, the Company entered into an agreement to sell 71,429 shares of its new Class A Common Stock to an investor from Dubai, United Arab Emirates for a purchase price of $100,000. As of the date of this report, the Company has received the $100,000 in proceeds from this investor.

In May 2018, the Company entered into an agreement with Summit and Sierra to convert all shares of Series B to shares of the new Class A Common Stock. Summit holds 592,542 shares of Series B to be converted into 228,571 shares of Class A Common Stock. Sierra holds 629,695 shares of Series B to be converted into 265,637 shares of Class A Common Stock.