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surfkast

02/08/22 8:01 PM

#13536 RE: Xeroe #13535

ALL of these share classes & notes can only benefit by an increase in the share price.

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That would be nice, but not correct.


The C & D preferred are convertible at a rate of 1 to (.001% of current OS)... which means they could convert a single preferred share for 1218 commons.


1218 shares from each preferred is very lucrative and one nice payday for Lewis and O'Shea.

Lewis can convert his shares into 17.368,680 free trading common shares.

O'Shea can convert his shares into 18,270,000 free trading common shares.


Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) equal to 0.001% of the total number of shares of Common Stock outstanding at the Conversion Time

(2) Each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) equal to 0.001% of the total number of shares of Common Stock outstanding at the Conversion Time.

As for the notes, Alex Dillion Has two pretty sweet notes.

Fifty Percent (50%) of the lowest Trading Price (defined below) during the twenty (20) Trading Day period ending on the latest complete Trading
Day prior to the Conversion Date.

and

80% of the average of the three lowest intraday trading
prices during the ten (10)Trading Day period ending
on the latest complete Trading Day prior to the Conversion Date

Now

Combined, the Company has convertible notes outstanding, together with accrued interest, of $1,244,038 as of September 30, 2021.

COMMON STOCK SUBSCRIPTION
During 2020, the Company converted 10,000 shares of Preferred Series B into 2,348,103 shares
valued at $35,222. Additionally, the Board of Directors (Board) authorized the issuance of
3,500,000 shares of common stock to the chairman of the board and the chief executive officer
for professional services rendered effective October 1, 2020. The closing price per share on
that date was $.02 placing the value for both issuances at $140,000. Those shares were issued
in the 1st Quarter of 2021. Additionally, the Board authorized the issuance of 500,000 shares at
the same $.02 closing price to be issued to a vendor in exchanges for consulting services
provided to the Company. In April 2021, the Company acquired the assets of Helio Lending,
which amounted to software and other intangible assets in exchange for the future issuance of
15 million shares of common stock, which were valued at $675,000 on the date of the
agreement. As of September 30, 2021, the Company has a stock subscription payable of
$720,222.


Series B
As of September 30, 2021, the Company is authorized the issue of up to 10,000 shares of $.001
par value Series B preferred stock. In the quarter ended March 31, 2021, the Company had
previously issued 10,000 shares of preferred stock to David Green for his service as CEO.
Those shares were later converted to 2,348,103 common shares at $.015 per share.
Subsequently, the 10,000 shares of Series B we issued to Mr. John O’Shea at par value for
services to the Company.

https://www.otcmarkets.com/otcapi/company/financial-report/312747/content