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Re: namtae post# 192595

Tuesday, 07/19/2022 12:21:37 PM

Tuesday, July 19, 2022 12:21:37 PM

Post# of 193904
LOL $PCTL This note originated with CEO F. Jody Read
F. Jody Read, Principal Executive Officer, Principal Financial Officer
Chief Executive Officer and Director

Question answered
On January 1, 2019, the Company entered into a four-year employment agreement with F. Jody Read in his role as Chief Executive Officer

4.14 Auctus Note dated March 13, 2019
Item 8.01 Other Events.
On March 13, 2019, we entered into a convertible promissory with Auctus Fund, LLC (“Auctus”) for $75,000. The note is due on December 13, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. The Note may be converted by Auctus at any time into shares of our common stock at a conversion price equal to 50% of the lowest trading price during the 25 trading day period prior to the conversion date. Auctus has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. We must, at all times, reserve ten times that number of shares that would be issuable upon full conversion of the Note, with an initial reserved share amount of 11,538,461 shares. We also issued Auctus a warrant with a term of five years to purchase up to 187,500 shares of common stock at an exercise price of $0.20 per share, subject to adjustment for dilutive issuances and cashless exercise. The disclosure set forth below under Item 5 (Other Information) pertaining to the Auctus Note and Auctus Agreement is incorporated by reference into this Item 2.

8K January 14, 2022
Auctus Fund Litigation
In March of 2019, we entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”)

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