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johnkenny

08/21/18 3:51 PM

#4489 RE: $$ITS ONLY MONEY$$ #4488

NOTE 6 – SHARE ISSUANCES On May 4, 2018, the Company issued 5,000,000 shares of its restricted common stock through a private placement to Johanna Guimarra, an accredited investor for total cash consideration of $100,000 or $0.02 per share.

On May 9, 2018, the Company issued 1,820,000 restricted common shares at $0.0015 per share, to five individuals for their work performed as per consulting agreements and for services rendered to the Company.

On June 13, 2018, the Company received a conversion notice from Mr. Kummerle; wherein, he requested to convert his 750,000 shares of Series A Preferred Stock into 750,000 shares of common stock at a ratio of 1 share of Series A Preferred Stock for 1 share of common stock. On June 13, 2018. The Company issued to Mr. Kummerle the 750,000 shares of common stock as per his conversion request.

On June 25, 2018, the Company issued 3,000,000 shares of its restricted common stock through a private placement to BVMH Enterprises, LLC, an accredited investor for total cash consideration of $60,000 or $0.02 per share.

On March 26, 2018, the Company issued 1,500,000 shares of its common stock through a private placement to Dean Boguslawski, an accredited investor for total cash consideration of $30,000 or $0.02 per share

NOTE

johnkenny

08/21/18 5:07 PM

#4490 RE: $$ITS ONLY MONEY$$ #4488

I don't think those shares are earth shattering. If they were to drop on us now, they would be. The one that is a little scary is this one

On March 28, 2018, the Company entered into an amended agreement of conversion (“Conversion Agreement”), with Black Ice Advisors, LLC (the “Holder”) of a note in the principal amount of $62,380 (the “Note”) with an original issuance date of March 24, 2015; whereby, the Holder of the Note agreed to convert the entire note and interest, based on a fifty percent discount to a share price of $0.03 per share, instead of using the Note’s original conversion price of a fifty percent discount to the lowest traded price of the Common Stock over a ten trading day look back period, which would have given the Holder a conversion price of $0.005 per share. Based upon the Conversion Agreement the Company issued 4,982,466 shares to the Holder for the complete extinguishment of that Note.

At the time of issuance, it was almost 2.5% of the company. I don't know if audited financials will take the restriction off, but I do know holding for one year usually does. This wouldn't be that worrisome if they didn't have the FAST program. Most brokers wouldn't take their paper certs but this program distributes them electronically. I wanted the stock to run today, because it seems like the best chance of running is when the shares remain restricted. Once they are not, especially the 5 million, we are going to see pressure, and this guys breakeven is at .005.