Item 3.02 Unregistered Sales of Equity Securities

Issuance of 507,030,140 unregistered restricted common shares

On December 16, 2020, Hemp Technology, Inc. ("the Company" or "the Registrant") issued 479,030,140, unregistered restricted common shares from its Treasury to three shareholders. On February 3, 2021, the Company issued 28,000,000 unregistered restricted common shares from its Treasury to an additional shareholder.

The issuance of these shares goes back to the Asset/Share Exchange Agreement, where the Company's subsidiary, 4033002 exchanged shares for non-operating assets owned by Cannary Packaging, Inc., ("Cannary") a private British Columbia company, with approximately 58 shareholders.

When the share exchange took place in July, 2020 a clerical error was made, and four shareholders failed to receive their pro-rata ownership in the exchange. The issuance of these 507,030,140 (479,030,140 + 28,000,000) unregistered restricted common shares corrects this error.

Prior to the issuance of these 507,030,140 unregistered restricted common shares, the Company had 44,029,197,258 common shares issued and outstanding. With this issuance, the Company will have 44,536,227,398 common shares issued and outstanding. The issuance of 507,030,140 common shares represents approximately one (1%) percent of the total issued and outstanding common shares.

The four shareholders where they were given an opportunity to vote on the exchange of the assets of Cannary for restricted shares in the Registrant. The management of the Registrant, who was also management of Cannary, and they were available to answer shareholder questions. The Company did not engage in any form of general solicitation or general advertising in connection with this transaction. These shareholders were provided access to all material information, and were afforded access to our management in connection with this transaction. These shareholders acquired these securities for investment purposes and not with a view toward distribution, acknowledging such intent to us. They understood the ramifications of their actions. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.

The four shareholders received their shares in the Registrant based on their pro-rata ownership in Cannary.

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