Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Green Globe International, Inc.
A Delaware Corporation
9925 Airway Road
San Diego, CA 92154
_______________________________
(619) 779-0715
https://hempaccopackaging.com
info@hempaccopackaging.com SIC Codes: 5199 and 5122
Quarterly Report
For the Period Ending: September 30, 2021
(the "Reporting Period")
As of August 14, 2021, the number of shares outstanding of our Common Stock was: 54,217,148,356
As of June 30, 2021,the number of shares outstanding of our Common Stock was: 54,017,148,356
As of December 31, 2020, the number of shares outstanding of our Common Stock was: 3,700,640,356
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☒ No: ☐
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control5 of the company has occurred over this reporting period:
5 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 4 of 15 |
Yes: ☒ | No: ☐ |
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Green Globe International, Inc. | 2-29-2008 | |
GTREX Capital, Inc. | 3-07-2005 | |
GTREX, Inc. | 2-20-2004 | |
Apollo Holdings, Inc. | 11-12-1999 |
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
Green Globe International, Inc. - Delaware - Active
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
On March 22, 2021, Hempacco Co., Inc. acquired 100 Series A Preferred Shares from the prior owner. As described below in more detail, the Series A Preferred Shares carry, together with the common stock, majority voting rights entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders.
At the same time, all the Directors and Officers of Issuer resigned and were replaced by new Directors and Officers selected by Hempacco Co., Inc. Full details can be found below in the relevant section of this report.
On May 21, 2021, 100% of the Shareholders of Hempacco Co., Inc. ("Hempacco") pursuant to a Share Exchange Agreement with Green Globe Internatiomnal, Inc. exchanged 18,395,532 common shares of Hempacco Co., Inc. for 70,312,160,174 common shares of Green Globe International, Inc. ("The Company" or "GGII"). These GGII shares represented 95% of the issued and outstanding common shares of the Company thus resulting in Hempacco becoing a wholly owned subsidiary of GGII.
On the same date Hempacco submitted the 100 Series A Preferred Shares to GGII for cancellation.
The address(es) of the issuer's principal executive office:
24567 N 117th St. Scottsdale, AZ 85255
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☐
9925 Airway Road, San Diego, CA 92154
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 5 of 15 |
Yes: ☐ | No: ☒ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A
2) | Security Information | ||
Trading symbol: | GGII | ||
Exact title and class of securities outstanding: | Common Stock | ||
CUSIP: | 393048202 | ||
Par or stated value: | $0.0001 | ||
Total shares authorized: | 75,000,000,000as of date: August 14, 2021 | ||
Total shares outstanding: | 54,217,148,356as of date: August 14, 2021 | ||
Number of shares in the Public Float6: | 3,113,255,967as of date: August 14, 2021 | ||
*Total number of shareholders of record: | 214 | as of date: August 14, 2021 |
- This number is currently the number of "accounts" on the shareholder register. To obtain the actual number of individual shareholders requires the purchase of a "nobo-obo" list of the accounts held in "street name" by the various brokerage houses. The company is undertaking a cost/benefit analysis to see if it is worth incurring siginicant additional expenditure in order to provide this information.
All additional class(es) of publicly traded securities (if any):
None
NOTE:As of August 14, 2021 the Company had issued and outstanding 20,000,006,200 Preferred Shares as designated below.
*100 shares "Series A" Participating Preferred Stock
The "Series A" Preferred shall not be entitled to receive any dividends. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holder of shares of the "Series A" Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share. The outstanding shares of "Series A" Preferred Stock shall vote together with the shares of Common Stock of the Corporation as a single class and, regardless of the number of shares of "Series A" Preferred Stock outstanding and as long as at least one of such shares of "Series A" Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the "Series A" Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of "Series A" Preferred Stock.
The "Series A" Participating Preferred Shares were returned to the Company for cancellation on May 21,
6 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 6 of 15 |
20121.
*6,200 shares "Series C" Participating Preferred Stock
The "Series C" Preferred shall be entitled to receive non-cumulative dividends in preference to any dividend on the Common Stock at the rate of 6% per annum, payable on an annual basis, beginning as of the first anniversary of the original issue date. Holders of "Series C" Preferred Stock may, at any time, convert their shares, in whole or in part, into shares of Common Stock at a conversion price equal to the lesser of (i) $0.10 per share, or (ii) after 12 months from issuance, a price per share equal to forty percent of the volume weighted average closing price (VWAP) of the Common Stock for the twenty trading days prior to Conversion; or (iii) after 24 months from issuance, a price per share equal to twenty percent of the VWAP of the Common Stock for the twenty trading days prior to Conversion. All certificates issued upon conversion shall contain a legend pursuant to rule 144 imposing restrictions on the sale of such shares.
Transfer Agent | ||
Name: | Transfer Online, Inc. | |
Phone: | (503) 227-2950 | |
Email: | info@transferonline.com | |
Address: | 512 SE Salmon St, Portland, OR 97214 | |
Is the Transfer Agent registered under the Exchange Act?7 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent
Fiscal Year End: | *Right-click the rows below and select "Insert" to add rows as needed. | |
Date: December 31, 2018 | Opening Balance |
Common: 3,500,640,356
Preferred: 6,300
7 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
- Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 7 of 15 |
Date of | Transaction | Number of | Class of | Value of | Disc | Individual/ Entity | Reason for share | Restricted or | Exemptio | ||||
Transaction | type (e.g. new | Shares Issued | Securities | shares | to | Shares were | issuance (e.g. for | Unrestricted | n or | ||||
issuance, | (or cancelled) | issued | Mkt* | issued to | cash or debt | as of this | Registrati | ||||||
cancellation, | ($/per | (entities must | conversion) | - | filing. | on Type. | |||||||
shares | share) at | See | have individual | OR- | Nature | ||||||||
returned to | Issuance | Note | with voting / | of Services | |||||||||
treasury) | investment | Provided | |||||||||||
Belo | control | ||||||||||||
disclosed). | |||||||||||||
March 2019 | New | 200,000,000 | Common | Yes | ValueCorp | Debt Conversion | Restricted | Rule 144 | |||||
Issuance | $0.0001 | Trading Co. | |||||||||||
Craig Fischer | |||||||||||||
March 20, 2021 | Returned to | (100) | Preferred | Dapes Capital | Investment | ||||||||
Treasury | Series A | $1.000 | Michelle A. | Cancelled | |||||||||
Sheriff | |||||||||||||
March 20, 2021 | New | 100 | Preferred | No | Hempacco Co., | Obtain Contol | Restricted | ||||||
Issuance | Series A | $1.000 | Inc. | Block of Shares | |||||||||
Sandro | |||||||||||||
Piancone - | |||||||||||||
27.06% | |||||||||||||
May 21, 2021 | New | 30,577,928,723 | Common | No | UST Mexico, | Share Exchange | Restricted | Rule 144 | |||||
Issuance | $0.000262 | Inc. | Agreement with | ||||||||||
Sandro | |||||||||||||
Piancone | |||||||||||||
29.38% | |||||||||||||
May 21, 2021 | New | 48,247,782 | Common | No | Juan Herrera | Hempacco co., | Restricted | Rule 144 | |||||
Issuance | $0.000262 | Inc. | |||||||||||
Shareholders | |||||||||||||
May 21, 2021 | New | 2,236,011,038 | Common | No | Cube 17, Inc. | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | Jorge Olson - | |||||||||||
100% | |||||||||||||
May 21, 2021 | New | 676,599,505 | Common | No | Jerry Halamuda | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | ||||||||||||
May 21, 2021 | New | 107,022,750 | Common | No | Dennis Holba & | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | Rafaella Marsh | |||||||||||
May 21, 2021 | New | 33,473,197,809 | Common | No | Mexico | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | Franchise | |||||||||||
Opportunity | |||||||||||||
Fund L.P. | |||||||||||||
Sandro | |||||||||||||
Piancone | |||||||||||||
31.5% | |||||||||||||
May 21, 2021 | New | 195,049,486 | Common | No | Dr. Stuart W. | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | Titus | |||||||||||
May 21, 2021 | New | 389,931,423 | Common | No | McKenzie Cook | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | ||||||||||||
May 21, 2021 | New | 391,271,825 | Common | No | Mario Taverna | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | ||||||||||||
May 21, 2021 | New | 107,022,751 | Common | No | Valentino | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | Mordini | |||||||||||
May 21, 2021 | New | 107,022,751 | Common | No | Romeo Fiore | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | ||||||||||||
May 21, 2021 | New | 107,022,750 | Common | No | Roger D. Ladd | See above | Restricted | Rule 144 | |||||
Issuance | $0.000262 | ||||||||||||
OTC Markets Group Inc. | |||||||||||||
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 8 of 15 |
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Green Globe International Inc. published this content on 17 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2021 17:48:11 UTC.