BHPA Inc (BHPA)

[jwblue74]

This explains the issue, return, & retirement of the note shares. It is in the Quarterly Report from the link below.

https://backend.otcmarkets.com/otcapi/company/financial-report/212435/content

Note 5 – Related party transaction
On October 26, 2018, the Company obtained a promissory note in amount of $428,717 from its custodian, Custodian Ventures, LLC, the managing member being David Lazar. The note bears an interest of 3% and matures in 180 days following written demand by the holder.
On October 26, 2018, the Company issued 444,466,667 shares of common stock to Custodian Ventures, LLC at par for shares valued at $444,467 in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $11,750, and the promissory note issued to the Company in the amount $428,717. As of December 31, 2018, a total of $431,043, which consists of principle of $428,717 and accrued interest of $2,326, is due to the Company. During the year ended December 31, 2018, Custodian Ventures, LLC advanced a total of $21,544 to the Company for payment of registration, legal and accounting fees. As of December 31, 2018, the company had a loan payable remaining of $2,594 to Custodian Ventures, LLC. This loan is unsecured, non-interest bearing, and has no specific terms for repayment.

Note 6 – Common Stock
On October 26, 2018, the Company issued 444,466,667 shares of common stock to Custodian Ventures, LLC at par for shares valued at $444,467 in exchange for settlement of a portion of the related party loan in the amount of $15,750 and a promissory note issued to the Company in the amount $428,717.

Note 7 – Subsequent events
On January 9, 2019, the Company issued 10,000,000 shares of the Series A preferred stock to Custodian Ventures LLC, the company controlled by David Lazar, Chief Executive Officer for par payable in cash. On January 17, 2019, the Board of Directors of the company determined that it was in its best interest to redeem from Custodian Ventures LLC, the 444,466,667 shares of common stock issued to the corporation on October 26, 2018. In consideration for this redemption, the Company cancelled and returned the promissory note dated October 26, 2018 in the face amount of $428,717 to Custodian Ventures LLC and also cancelled the interest due on the note of $2,924.67. In addition, the Company, issued a promissory note payable to Custodian Ventures in the amount of $12,825 for redemption of the shares.
On January 22, 2019, Custodian Ventures entered into a stock purchase agreement whereby they transferred 10,000,000 shares of preferred stock to Hestia Investments Inc and BHP Advance, Inc in exchange for $152,750 in cash.