ADVANCED CONTAINER TECHNOLOGIES, INC. Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K/A)

Item 3.02 Unregistered Sales of Equity Securities

As indicated in Item 2.01, on October 9, 2020, the Registrant issued 50,000,000 shares of its common stock to the shareholders of ACT, in exchange for their shares in that company. Such issuance was exempt from the registration requirements of the Securities Act of 1933 by reason of the the exemption from registration afforded by Section 4(a)(2) thereof and for Rule 506 promulgated thereunder.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 8, 2020, Russell Ward and Jeffory A. Carlson resigned as directors of the Registrant. These resignations were voluntary and were not because of a disagreement with the Registrant on any matter relating to its operations, policies or practices.

On October 9, 2020, Douglas P. Heldoorn, who was then the sole director of the Registrant, as permitted by the by-law appointed Daniel Salinas and Eric Horton as directors of the Registrant, each to serve until the next annual meeting of the shareholders and until his successor is elected and qualified.

Mr. Salinas, age 35, has served as the president and sole director of ACT since its incorporation on June 2, 2020. Since August 2019, he has been Director of Operations with Grassfire, LLC, a company engaged in medical cannabis cultivation, where he is responsible for its management. From January 2017 to August 2018, he was managing partner of 918 Transport Trucking Company, a company engaged in the trucking business, where he was responsible for its day-to-day operations. From January 2016 to December 2016, Mr. Salinas was the General Sales Manager of Toyota of Lawton, Oklahoma. The Registrant believes that he is desirable as a director of the Registrant because of his leadership and sales abilities. Mr. Salinas owned 29,950,000 of ACT's 50,000,000 shares, amounting to 59% thereof. As a result of the exchange, he owns 29,500,000 shares of the Registrant's common stock, or approximately 51.8% thereof. However, Mr. Heldoorn owns all of the outstanding shares of the Registrant's Series A Convertible Preferred Stock, under which he has voting control of the Registrant.

Mr. Horton, age 49, has served since March 2018 as President of C&S Advisors, Inc., a company engaged in advising its clients and providing assistance respecting obtaining investment capital, investor and public relations, strategic planning and public company regulatory compliance. From January 2009 to March 2018, he was President of Smallcap Advisory, Inc., a company engaged in similar activities. Mr. Horton was appointed to the board of directors pursuant to the provisions of the Exchange Agreement. The Registrant believes that he is desirable as a director of the Registrant because of his experience with counselling public companies, especially in the area of regulatory compliance. On August 10, 2020, Mr. Horton and his wife filed a voluntary position under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of California ( Case No. 20-04042-LA7). The Court has not yet acted upon the petition.

On October 9, 2020, Mr. Carlson was appointed Chief Financial Officer and Treasurer of the Registrant. For more than 5 years previously, he served as controller of the Registrant. His knowledge of the Registrant's financial affairs and his ability to oversee them was a significant factor in appointing him to the board. He owns 155,085 shares of the Registrant's common stock, of which he acquired 5,085 as a participant in its 2018 Incentive Award Plan and 150,000 as the result of the exchange of 150,0000 shares of ACT that he owned for shares of the Registrant's common stock shares.

Item 9.01 Financial Statements and Exhibits.

Financial Statements

The financial statements required by this item will be filed by amendment within 71 calendar days after the date on which this Current Report is required to be filed.

Exhibits

The following exhibits are filed a part of this Current Report:

Exhibit
 Number                                     Title
  10.1       Exchange Agreement, dated August 14, 2020, by and between Registrant,
           Advanced Container Technologies, Inc. and the Shareholders, as defined
           therein. Filed as Exhibit 10.1 to the Registrant's Current Report on
           Form 8-K, dated September 2, 2020, and incorporated by reference.
  10.2       Amendment to the Exchange Agreement, dated September 9, 2020. Filed
           as Exhibit 10.2 to the Registrant's Current Report on Form 8-K, dated
           September 2, 2020, and incorporated by reference.
  10.3       Distributorship Agreement, dated August 6, 2020, by and between
           Advanced Container Technologies, Inc. and GP Solutions, Inc. Filed as
           Exhibit 10.3 to the Registrant's Current Report on Form 8-K, dated
           September 2, 2020, and incorporated by reference.

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