Item 3.02 Unregistered Sales of Equity Securities
On October 31, 2022, the Board of Directors resolved to reduce the number of
unregistered shares of common stock issued to founders pursuant to the Merger
that closed on July 9, 2022 (as filed with the Commission under Item 3.02 on
July 14, 2022 on Form 8-K). The total common shares outstanding at closing of
the Merger was 129,176,724 and this number has been reduced by 49,925,537 to
79,151,187 in the aggregate. The 50,925,537 common shares were returned to
unissued but authorized shares.
The following table sets forth, immediately after giving effect to the share
reduction, the number of shares of common stock beneficially owned by executive
officers, directors and persons who hold 5% or more of the outstanding common
stock of the Company.
Position(s) with Amount of Percentage
or Relationship Common Stock Ownership of
Name and Address of Beneficial Owner to Company Beneficially Owned Common stock
David Riggs President, CEO, Director 11,031,645 13.94%
25411 Stanolind Rd
Tomball, TX 773785
George Hruska Director 6,166,407 7.79%
3204 Sienna Dr
Casper, WE 82604
Russell Klawunn COO, Director 12,379,262 15.64%
1870 W Prince Rd, #41
Tucson, AZ
Kent Hush Treasurer, CFO, Director 12,760,764 16.12%
4575 Dean Martin, #804
Las Vegas, NV 89103
Sumit Isaranggunlnaayudhya 5% or more Shareholder 10,000,000 12.63%
19087 Allegheny Rd, #3
Apple Valley, CA 92307
George Christodoulou 5% or more Shareholder 5,950,000(1) 7.52%
10 DionysiouSolomou Street,
Leona Building, suite 501,
2406 Engomi, Nicosia
- Cyprus, P.O. Box 25631,
Nicosia
Shirley Christodoulou 5% or more Shareholder 5,950,000(2) 7.52%
10 DionysiouSolomou Street,
Leona Building, suite 501,
2406 Engomi, Nicosia
- Cyprus, P.O. Box 25631,
Nicosia
Shirley Properties, Inc. 5% or more Shareholder 5,950,000(3) 7.52%
10 DionysiouSolomou Street,
Leona Building, suite 501,
2406 Engomi, Nicosia
- Cyprus, P.O. Box 25631,
Nicosia
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(1)George Christodoulou personally owns 1,650,000 common shares, and 1,000,000
common shares held in the name of Costa Vassiliades, who passed away in January
2014. George Christodoulou has yet to have Costa Vassiliades' common shares
transferred into his name. George Christodoulou is deemed to beneficially own
the shares of his wife Shirley Christodoulou, who owns 2,800,000 common shares,
and the shares of Shirley Properties, Inc., an entity controlled by his wife,
which owns 1,500,000 shares. Total shares in the above table have been reduced
by the 1,000,000 shares of Costa Vassiliades that, upon his death, were
allocated to Mr. Christodoulou as gifted shares. In the absence of legal
documentation and that any such transference has not been recorded by the
Company's transfer agent since January 2014, the Company has reduced Mr.
Christodoulou's disclosed ownership by these 1,000,000 shares unless or until
sufficient documentation regarding these gifted shares is provided to the
Company or the Company's transfer agent.
(2)Shirley Christodoulou personally owns 2,800,000 common shares and is deemed
to beneficially own the shares of her husband George Christodoulou, who owns
2,650,000 common shares and the shares of Shirley Properties, Inc., an entity
she controls, which owns 1,500,000 shares.
(3)Shirley Christodoulou is the control person for Shirley Properties, Inc. a
BVI corporation and is therefore deemed to beneficially own the common shares of
Shirley Properties, Inc., in addition to the 2,800,000 shares she owns
personally and the 2,650,000 shares held by George Christodoulou.
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