Go Green Global Technologies Corp S-1, filed Feb 6, 2024
Go Green Global Technologies Corp. (GOGR)
As filed with the U.S. Securities and Exchange Commission on February 5, 2024
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Go Green Global Technologies Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 3990 | 46-0853279 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
5 Production Drive
Brookfield, CT 06804
(866) 847-3366
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Direct Transfer LLC
One Glenwood Avenue, Suite 1001
Raleigh, NC 27603
(919) 744-2722
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ross D. Carmel, Esq.
Shane Wu, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
Telephone: (212) 930-9700
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated February 5, 2024
PRELIMINARY PROSPECTUS
Go Green Global Technologies Corp.
Up to 9,353,136 Shares of Common Stock
Up to 21,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants
This prospectus relates to up to 9,353,136 shares of common stock of Go Green Global Technologies Corp., par value $0.001 per share (“Common Stock”), that the selling security holders identified in this prospectus (the “Selling Shareholders,” and each, “Selling Shareholder”) may sell from time to time in one or more transactions in amounts, at prices and on terms that will be determined at the time of the offering. The shares of Common Stock being offered for resale pursuant to this prospectus include up to (i) 3,076,923 shares of Common Stock (collectively, the “Outstanding AJB Shares”) issued to one Selling Shareholder, AJB Capital Investments LLC (“AJB Capital”), in our February 2022 bridge financing round (“2022 Bridge Financing”); (ii) 6,276,213 shares of Common Stock held by certain Selling Shareholders (such shares, collectively and together with the Outstanding AJB Capital Shares, the “Outstanding Shares”); (iii) 2,500,000 shares of Common Stock issuable upon exercise of our warrants to purchase Common Stock, such warrants issued to AJB Capital in the 2022 Bridge Financing and which are exercisable for five years from issuance, at an exercise price of $0.01 per share (the “2022 Warrants”); (iv) 9,600,000 shares of Common Stock, in the aggregate, issuable upon the exercise of warrants issued to certain Selling Shareholders in 2022 and 2023 as compensation for their services and which are exercisable for five years from issuance, at various exercise prices (collectively, “Additional Warrants”); and (v) 9,000,000 shares of Common Stock issuable upon the exercise of our pre-funded warrants to purchase Common Stock, such pre-funded warrants issued to AJB Capital in our May 2023 bridge financing round and which are exercisable at an exercise price of $0.001 per share (collectively, the “2023 Warrants,” and, together with the 2022 Warrants and the Additional Warrants, the “Warrants,” and the Common Stock underlying the Warrants, the “Warrant Shares”). We issued all of the aforesaid Common Stock and Warrants to the Selling Shareholders in transactions which were not public securities offerings. See the section entitled “Selling Shareholders” herein.
Our registration of the Outstanding Shares and Warrant Shares (collectively, the “Shares”) does not mean that any or all of the Selling Shareholders will offer or sell any of their respective Shares. Each Selling Shareholder may offer, sell or distribute all or a portion of its Shares publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the Shares, except with respect to amounts received by us upon exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of the Shares, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear all of the commissions and discounts, if any, attributable to its sale of their respective Shares. Each Selling Shareholder may be considered an “underwriter” within the meaning of the Securities Act.
This prospectus describes the general manner in which the Shares may be offered and sold by the Selling Shareholders. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus. Any such prospectus supplement may also add, update or change information in this prospectus. You should carefully read this prospectus and any applicable prospectus supplement carefully before you invest. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.
Our Common Stock is quoted on the Pink Open Market (“OTC Pink”) under the symbol “GOGR.” The closing price of our Common Stock on February 1, 2024, as reported by the OTC Markets Group Inc. (the “OTC Markets Group”), was $0.0700 per share.
Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.
Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements.
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This prospectus describes the general manner in which the Selling Shareholders may offer, from time to time, up to 30,453,136 Shares held by the Selling Shareholders as described in the cover page of this prospectus. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document.
If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date, for example, a document incorporated by reference in this prospectus or any prospectus supplement, the statement in that document having the later date modifies or supersedes the earlier statement.
Neither the delivery of this prospectus nor any distribution of Common Stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
Unless the context indicates otherwise, the terms “Go Green,” “Company,” “we,” “us” and “our” in this prospectus refer to Go Green Global Technologies Corp., a Nevada corporation.
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This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before investing in our Common Shares and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should carefully consider, among other things, the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.
Introduction
We are a technology and manufacturing company based in Brookfield, Connecticut. We own the patented Sonical™ technology (U S. Patent Number 11,634,344 B2), which is designed to render impurities inert in fluids, in a way that is cost-saving and avoids the use of harsh chemicals for fluid treatment. Our Sonical™ technology is intended to be installed into existing water supply and fuel consumption systems. The Sonical™ apparatus is designed such that, after installation into an existing water or fuel treatment system, fluid can pass through the electromagnetic field created within the apparatus and undergo molecular-level changes, resulting in cleaner water and fuel.
We envision our Sonical™ technology to be a revolutionary catalyst in the global transition to a green economy. Our mission is to provide global access to this technology, allowing for the extension of fuel life, a decrease in carbon emissions, and the elimination of harsh chemicals in water treatment worldwide.
Currently, we are in a pre-revenue stage of development. As of the date of this prospectus, we have not launched any of the products discussed herein. We expect to begin launching certain products approximately between the first and second fiscal quarters of 2024, assuming these products are successfully manufactured and commercialized. We cannot assure that any or all of our products will ever launch, launch successfully, or that we will be able to generate revenue from these products or adequate revenue to continue as a going concern.
Our Technology and Anticipated Products
The Sonical™ apparatus is the technology supporting and incorporated into all of our water and fuel treatment products. This is a patented technology utilizing pulsed power, which technology features unique coil design configurations that can create and conduct an electromagnetic field within the Sonical™ apparatus. The electromagnetic field triggers a forced sequential re-phasing arrangement within fluid passing through, which renders impurities in the fluid inert.
We believe that our Sonical™ technology, when incorporated into fuel and water treatment systems, can effectively address some of the issues with conventional methods for fuel and water treatment. For one, conventional methods for water treatment typically involve the addition of chemical disinfectants to remove bacteria within water, which can be harmful to human and environmental health. Disinfectants such as chlorine also have an unpleasant taste and smell, which are especially significant concerns pertaining to potable water. There is also the persistent problem of mineral buildup, specifically calcium carbonate, in distribution networks such as pipes and water flow devices. Ion-exchange water softeners have been commonly used to remove minerals from (descale) pipes and water flow devices, but these softeners require continuous and consistent maintenance, which can compound the costs associated with water treatment. Pipe repair and cleanup at large facilities is also costly and poses significant safety concerns. The pulse power technology of the Sonical™ removes the need for chemical disinfectants to water treatment systems while descaling water and controlling antibacterial growth. The Sonical™ products are customizable and easy to install and following installation require little to no maintenance. We believe that incorporating our Sonical™ products into existing water treatment and distribution systems will be a less costly and more environmentally sound alternative to conventional methods.
Conventional methods for extracting fuel from crude oil are also costly and harmful to the environment. Refinement costs for the production of commonly used fuel from petroleum are substantial. To save on costs, producers may sell fuel products which may not be entirely free from impurities such as hydrocarbons, even though the products can technically still be used for combustion. As a result, existing hydrocarbons in such fuels can be emitted into the atmosphere, adding significant pollution to the environment. We believe the technology behind the Sonical™ apparatus, which produces varying electromagnetic wavelengths to alter the molecular structure of fuel, can potentially enable fuel to burn more efficiently and result in cost savings and fewer carbon emissions.
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We intend to have our Sonical™ fuel products tested extensively in private laboratories to evaluate significant fuel efficiency increases, as well as decreases in overall carbon emissions. For our Sonical™ water products, we intend to have our technology tested extensively at private laboratories to evaluate the product's ability to eliminate the minerals causing scale buildup, as well as the elimination of harmful microorganisms, such as bacteria in water.
Business Plans
We are presently ramping up manufacturing and solidifying our market strategy to commercialize our products. Below are the business lines we expect to launch between the first and second fiscal quarters of 2024, if and when our manufacturing and marketing goals are achieved. Currently, we have prototypes for certain of these products and are finalizing their testing and techniques for manufacturing.
| Fuel Treatment | Water Treatment & Descaling | |
| Commercial Boilers | HVAC Cooling Towers | |
| Residential Boilers | Commercial Descaling | |
| Diesel Generators | Residential Water | |
| Automotive/Trucking | Municipal Water | |
| Locomotive (Heavy Rail) | ||
| Maritime Vessels |
Our fuel treatment products are aimed at increasing the efficiency of fuel, improving overall engine function, and decreasing lifetime carbon emissions. We believe this is achieved by installing our fuel devices, which contain the Sonical™ technology, on a pre-combustion location within any fossil-fuel-burning system, such as an oil-burning furnace, a generator, a car, a truck, and more. We believe the products in the planned fuel treatment line will experience rapid growth due to increased fuel costs on a global level and increased levels of interest to decrease hydrocarbon emissions.
Our water treatment products are aimed at eliminating the minerals causing scale buildup in water, allowing for better maintenance of water systems without the use of chemicals, and providing improved life span of pipes. We believe the water treatment products are capable of increasing microbial control and eliminating unwanted organic compounds, including viruses and bacteria both in potable water and industrial applications, such as HVAC systems. We anticipate that the water treatment and descaling product lines will experience slower but long-term growth compared to the fuel treatment product lines.
We anticipate launching our boiler products and diesel generator products first anytime between the first and second fiscal quarters of 2024, using our existing distributor networks to target (i) consumers in the northeast region of the United States utilizing residential and commercial boilers and (ii) consumers in the diesel generator market in Canada. As our production capabilities grow and we obtain the necessary and desired certifications for our products (including but not limited to UL certification and National Science Foundation water safety certification) within the next year, we plan to expand our business to target the following segments for water treatment: residential potable water treatment, municipal potable water treatment, municipal wastewater treatment, and industrial and commercial wastewater treatment. As to fuel treatment, after our production capabilities grow, we plan to target the automotive, small and medium duty trucks, locomotive engines, and maritime vessels markets.
After a year of commercializing and manufacturing these products, we anticipate being able to target other markets and industry verticals to achieve larger scale installations of our fuel and water products amongst our client base. Within a year from the start of production, we anticipate being able to scale up our product output and generating more demand for our products.
In the long term, we plan to target the maritime industry and the locomotive industry. There is a great demand for cost savings and reductions in carbon emissions in both of these industries, which we believe we can directly address with our Sonical™ technology in the future.
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Industry Overview
We operate in the “green-tech” or “clean-tech” manufacturing space, which is a relatively new, emerging sector. The novel technology that this sector centers around is still limited in use. We believe there are currently few existing competitors in this space, which provides us with a strong path to market.
We believe there has been trending interest in green technology and sustainability both in the public and private sectors and an increasingly expanding market for simple, retrofit devices that can solve certain challenges in the treatment of water and fuel. Particularly in the public sector, there has been significant legislation regarding emissions standards and mandates to address carbon footprint. Private automobiles, small and medium duty trucks, locomotives, maritime vessels, and furnaces for heating of residential and commercial spaces are all examples of technologies which we believe could benefit from the integration of our Sonical™ apparatus.
Additionally, there has been significant legislation addressing the minimization of chemicals used to treat both potable water and water used in commercial and industrial processes. Residential drinking water, municipal drinking water supplies, swimming pool maintenance, commercial water treatment of HVAC cooling towers, and wastewater treatment are examples of functions that could benefit from the integration of our Sonical™ apparatus.
According to our internal calculations based on addressable market sizes for various fuel and water treatment products, derived from public data sources and guided pricing from our existing distributor networks, at just 1% of domestic market penetration across the variety of residential, commercial, and industrial applications for our Sonical™ water and fuel treatment technology, there is potential for over $3 billion in annual gross revenue at full-scale operation and production of our products.
Market and Growth
We believe there is a large, addressable market for our Sonical™ fuel and water treatment technology. We have staggered plans to target various sectors of this market based on our stage of development.
According to the U.S. Energy Information Administration’s Short-Term Energy Outlook report, roughly 4.96 million households used heating oil as their main source of space heating fuel, with 82% of those households in the northeast region of the country.[1] According to the same report, households spent an average of $2,094 for the 2022 to 2023 winter season, a 13% increase from the 2021 to 2022 season. With oil prices continuing to rise, we anticipate high consumer demand for a product with a high return on investment in a relatively short timeframe, which can increase fuel efficiency, with the added benefit of decreasing consumer household carbon footprint.
As to water treatment, we plan to target consumers who use descaling HVAC cooling towers and consumers who struggle with scale buildup in their water systems within the commercial space, including restaurants, fast food chains, and other retailers. According to Forbes, in 2023, a new HVAC system can cost anywhere from $5,000 to $34,000 depending on size. On average, HVAC installations cost around $8,000.[2] HVAC systems must also be regularly maintained and are subject to scale buildup. To eliminate scale, HVAC technicians currently use chemical maintenance programs that are costly and dangerous for human health. If these programs are not executed effectively, scale buildup of just 0.18 of an inch on the fireside of boiler tubes can reduce heat transfer by 69%,[3] which thereby increases fuel consumption and costs.[4] We believe the installation of a Sonical™ unit can lead to cost savings for homeowners and commercial buildings by eliminating the need for chemical descaling programs and decreasing the need for costly repairs and replacements. We anticipate significant demand for our HVAC products, as well as demand for our general descaling product across a variety of industries where descaling is a costly problem.
[1] U.S. Energy Information Administration, Short-Term Energy Outlook, Winter Fuels Outlook, Table WFO1, March 2023.
[2] Weimert, Kelly. “How Much Does a New HVAC System Cost in 2023?” Forbes, Salaky, Kristin (editor). Last updated July 31, 2023.https://www.forbes.com/home-improvement/hvac/new-hvac-system-cost/#:~:text=The%20price%20of%20a%20new,%248%2C000%2C%20including%20parts%20and%20labor.
[3] As reported by the government of Canada. “Increasing the Energy Efficiency of Boiler and Heater Installations.” Last modified February 17, 2016. https://natural-resources.canada.ca/energy/publications/efficiency/industrial/cipec/6699
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To our knowledge, there is currently no product in the residential, commercial, or industrial fuel and water treatment markets utilizing pulse power. Given the lack of competition, we believe it is possible to achieve a 1% to 2% overall market penetration across the variety of potential vertical business niches in the fuel and water treatment space.
In the longer term, we plan to target two other major markets, the maritime industry, and the locomotive industry. These markets are currently in need of solutions for reducing carbon emissions and decreasing costs. We believe these markets have great revenue potential and our products can effectively address cost saving and carbon emissions concerns in the future.
The maritime industry currently uses exhaust gas cleaning systems, or “scrubbers,” to decrease its carbon footprint, but this is not a holistic solution. With scrubbers, carbon emissions are redirected from the atmosphere into the aquatic environment, which contributes to rising oceanic temperatures and harms marine ecosystems. Scrubbers are also very expensive, ranging anywhere from $500,000 to $2.5 million to install one per vessel. Go Green can integrate its Sonical™ technology into products geared towards the maritime industry, servicing large and small fleets, including passenger vessels. We believe our Sonical™ products can increase fuel efficiency as well as decrease carbon emissions, a two-fold solution that scrubbers do not provide. The Sonical™ product is also a more affordable solution compared to scrubbers, as they are much simpler to install. We believe our products have the technology that increases fuel efficiency and decrease carbon emissions directly, as opposed to scrubbers, which simply redirect air pollutants. Within the maritime industry, we believe we can also offer water treatment solutions for both potable water usage and wastewater treatment. The installation of the Sonical™ apparatus on fleets are projects of large scale by virtue of the size of maritime vessels, and costs to install our apparatus range from $250,000 to $1 million per installation. We believe these projects offer us significant revenue potential.
Within the locomotive industry, railway operators are also under significant global pressure to modernize their systems and decrease their overall emissions output. At present, not many solutions are available to address these issues. We believe we can offer our fuel products to locomotive companies across the globe, providing a simple and affordable solution to improve fuel efficiency, increase the lifespan of engine components, and decrease lifetime emissions. Our water treatment products can provide a chemical-free solution to descaling water systems. The installation of our products into locomotive systems are conceivably projects of large scale and earnings associated therewith could significantly increase our overall revenue stream.
Competition
With respect to the water treatment market, there is one known company, Evapco Inc., which offers a similar product to the Sonical™, a descaling device similar to ours called Pulse-Pure. Notably, one of Evapco’s main patents references two past patents of the inventor of our Sonical™ technology.[5] We believe that the Pulse-Pure product has a lower efficiency rate than our products. We believe that the newest generation of the patented Sonical™ technology, with its increased power, can offer customers even more efficient descaling.
With respect to the fuel treatment market, to our knowledge and as of the date of this prospectus, there are no existing competitors that offer fuel efficiency devices utilizing pulsed power technology. In the automobile market, there are other retrofit devices such as the EcoMax Fuel Saver that claim to offer fuel savings, most of these being chip devices that connect to a vehicle’s electronic control unit (“ECU”). The companies launching these products claim that after a consumer drives for a certain number of miles, the chip will be able to read data from the ECU and tune the vehicle’s computer for lower fuel consumption specific to the particular driver’s statistics, such as speed and driving habits, among other things. In our view, there is limited data as to the efficacy of these products. We believe that our Sonical™ technology, when installed directly into a fuel line on a pre-burn location of nearly any fossil-fuel-burning engine, decreases fuel consumption and thereby lifetime emissions. To our knowledge, no market participant has such capabilities.
[5] Patent No. 7,704,364, one of the patents supporting Pulse-Pure, cites two past patents of Mr. Pandolfo, the inventor of our Sonical™ technology. The two patents referenced were for decalcifier descaling devices for water treatment, utilizing variable resonance technology.
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Intellectual Property
As of the date of this prospectus, we own the following patents:
Patent Number |
Place
of registration |
Title | Owner | Filing date | Publication date |
| US 11,634,344 B2 | United States | Apparatus and method for treating substances using asymmetric-vector electrical fields | Go Green Global Technologies Corp.[6] | September 10, 2021 | April 25, 2023 |
| PCT/US2022/043068 | International[7] | Apparatus and method for treating substances using asymmetric-vector electrical fields | Go Green Global Technologies Corp.[8] | September 9, 2022 | March 16, 2023 |
As of the date of this prospectus, we have the following trademark applications pending:
| Trademark | Place
of registration |
Owner | Class | Filing date |
 [9] |
United States | Go Green Global Technologies Corp.[10] | 009 | April 8, 2021 |
Recent Developments
On February 16, 2023, we entered into that certain First Amended and Restated Asset Purchase Agreement with Salvatore Mario Pandolfo (“Pandolfo,” and the aforesaid agreement, the “2023 APA Amendment”), which amended and restated that certain Asset Purchase Agreement between the Company and Pandolfo dated May 2017 (the “APA”) to reflect (i) Pandolfo’s finalization of sale to us of all of the assets of the water and fuel treatment business of his entity, Sonical s.r.l., an Italian company (the “Purchased Assets”), which Purchased Assets includes, among other things, the intellectual property rights supporting the Sonical™ technology, (ii) Pandolfo’s transfer of all of the intellectual property associated with the Purchased Assets, and (iii) Pandolfo’s delivery of certain Sonical™ testing units to us. A copy of the 2023 APA Amendment is filed as Exhibit 10.3 to this registration statement. The APA is filed as Exhibit 10.1 to this registration statement. The Amendment to the Asset Purchase Agreement dated June 2019 (the “2019 APA Amendment”) is filed as Exhibit 10.2 to this registration statement, which, among other things, amended certain terms in the APA regarding our consideration for the Purchased Assets. The 2023 APA Amendment superseded the terms of the 2019 APA Amendment and the Asset Purchase Agreement in their entirety.
[6] The inventor of was Salvatore Mario Pandolfo, who previously assigned the patent to us pursuant to the APA (as defined below). We were the applicant for this patent.
[7] This patent was filed on the International Patent System, which allows patent holders to seek protection for their intellectual property in its 57 participating countries, which list of countries can be accessed here: https://www.wipo.int/pct/en/pct_contracting_states.html.
[8] The inventor of was Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.
[9] Goods and services associated with trademark as claimed in application: Scientific fluid treatment apparatus for domestic and industrial use, namely, fluid handling device for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields used for disposable bioprocessing applications and parts and fittings therefor.
[10] The inventor was Salvatore Mario Pandolfo, who previously assigned the patent to us pursuant to the APA. We were the applicant for this patent.
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On April 25, 2023, the United States Patent Office (“USPTO”) issued Patent Number 11,634,344 to us for our proprietary Sonical™ technology.
On September 9, 2022, we submitted a Patent Cooperation Treaty application for international patent registration for Sonical™ its Sonical™ technology. The application was published on March 16, 2023.
Corporate History
We were originally incorporated in Nevada on February 22, 2006, under the name “Photomatica, Inc.” On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” We changed our name to Go Green Global Technologies Corp., our current name, on March 5, 2012. We are currently in good standing with the State of Nevada.
Summary of Risk Factors
Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under the section titled “Risk Factors” in this prospectus. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should consider carefully the risks and uncertainties described under the section titled “Risk Factors” as part of your evaluation of an investment in our securities:
| · | Our business is currently in a pre-revenue stage of development and there is no assurance that we will ever operate profitably. | |
| · | We cannot assure that we will launch any or all of our products. | |
| · | Certain models of our products will be launched prior to the completion of laboratory testing regarding their efficacy, efficiency, and safety and before we obtain product certifications for them, which means there are risks that are products could be subject to product liability claims. We have not independently consulted any legal counsel regarding our regulatory requirements concerning the launch and offering of our products in the United States and abroad. | |
| · | We operate in an industry that is still relatively new and subject to many uncertainties. | |
| · | Our products incorporate pulsed power technology, which applications have yet to be widely accepted. | |
| · | We cannot assure that there will be positive consumer reception or adequate consumer demand for our products. | |
| · | We may fail to maintain a competitive position within our market sector. | |
| · | Increases in manufacturing and/or distribution costs and disruptions in our distribution networks or supplies could materially and adversely impact our business. | |
| · | Our costs of operations may exceed estimates due to various factors, including but not limited to those outside of our control, such as labor shortages or external price increases, and we may be unable to pass these increased costs to our customers, which would negatively impact our financial results. | |
| · | We are heavily dependent on our executive management, and a loss of a member of our executive management team or our failure to attract and retain other highly qualified personnel in the future, could materially harm our business. | |
| · | Damage to our reputation could negatively impact our business, financial condition, and results of operations. | |
| · | Our performance may be negatively impacted by general and regional economic volatility or an economic downturn. | |
| · | Unforeseen or unavoidable events or market conditions may negatively impact our financial performance. Our business may be affected by new or changing government regulations particularly by the Environmental Protection Agency (EPA) and other state and federal bodies. | |
| · | Our ability to protect our intellectual property and proprietary technology is uncertain. | |
| · | Patent terms are limited, and we may not be able to effectively protect our devices and business. |
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| · | Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our devices. | |
| · | We may not be able to protect our intellectual property rights throughout the world. | |
| · | Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets. | |
| · | Patents covering our products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad. | |
| · | Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. | |
| · | Third parties may attempt to commercialize competitive products or services in countries where we do not have any patents or patent applications and/or where legal recourse may be limited. Some countries also compel patent owners to grant licenses to third parties. These conditions may have a negative commercial impact on our non-U.S. business operations. | |
| · | We may be subject to claims challenging the ownership or inventorship of our patents and other intellectual property and, if unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms, or at all, or to cease the development, manufacture and commercialization of one or more of our products. | |
| · | Our commercial success depends in part on our and any potential future collaborators’ ability to develop, manufacture, market, and sell any products that we may develop and use our proprietary technologies without infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. It is uncertain whether the issuance of any third-party patent would require us or any potential collaborators to alter our development or commercial strategies, obtain licenses or cease certain activities. | |
| · | If our trademarks and trade names are inadequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected. | |
| · | This is not an initial public offering of stock to investors at large, and there is no guarantee that any of the Selling Shareholders will sell the Shares. Alternatively, if a large number of Shares are sold, the public price of our Common Stock on the OTC Pink will decrease. | |
| · | Our Common Stock is currently thinly traded on the OTC Pink and the public price for our Common Stock is volatile. We can offer no assurance that an active trading market for our Common Stock will develop or that the public price of our Common Stock will become less volatile. | |
| · | Future sales of Common Stock by the Selling Shareholders and our other existing shareholders, or lack thereof, may contribute to price volatility of our Common Stock on the OTC Pink. | |
| · | You may be diluted by future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with our incentive plans, acquisitions or otherwise. Future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price. | |
| · | We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. | |
| · | We may need to raise additional capital in the future, and our failure to do so could restrict our operations or adversely affect our ability to operate and continue our business. There is no guarantee that we will successfully raise additional capital on favorable terms or at all and if and when we need it. | |
| · | If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline. | |
| · | We are a “smaller reporting company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors. | |
| · | We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors. | |
| · | Provisions in our Articles of Incorporation (“Articles of Incorporation”) and Bylaws (“Bylaws”) could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders. |
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Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our Common Stock could decline, and investors in our securities may lose all or part of their investment.
Risks Related to Our Business and Operations
Our business is currently in a pre-revenue stage of development and there is no assurance that we will ever operate profitably.
To date, we have not generated any revenue from our products. We plan to launch our products approximately between the first and second fiscal quarters of 2024, but we cannot assure that our products will indeed launch as planned, within the expected timeframe, or even after they launch will generate revenue. Many factors could affect our profitability, including but not limited to costs of production, consumer reception to our products, unpredictable market conditions, amongst others, as well as unforeseen events. There is a possibility that we may never generate revenue or generate adequate revenue to operate profitably or continue as a going concern. We currently have a contractual obligation with Dr. Pandolfo, the inventor of the Sonical™ devices, which requires us to remit payment to Dr. Pandolfo if sales of our products reach a certain threshold. If Dr. Pandolfo does not waive this payment and we do not generate enough revenue to compensate for payment made to Dr. Pandolfo, there is a risk that this would disrupt our ability to continue as a going concern or negatively impact our financial performance.
We cannot assure that we will launch any or all of our products.
Although we plan to launch many of our products after intensifying their manufacture and successfully marketing them, we cannot provide assurance that we will launch our products within the estimated time frames, will launch the products set forth in this prospectus, or launch any products at all. Additionally, certain products, such as our planned residential water treatment devices, are contingent on us scaling up our product output and generating more demand for them, and there is no assurance that these events may take place. The water and fuel treatment products featuring our Sonical™ technology are our core revenue source and if we do not launch any or all of them or manufacture and sell them at adequate levels, we will be at significant risk of failing to operate profitably and continue as a going concern.
Certain models of our products will be launched prior to the completion of laboratory testing regarding their efficacy, efficiency, and safety and before we obtain product certifications for them, which means there are risks that our products could be subject to product liability claims. We have not independently consulted any legal counsel regarding our regulatory requirements concerning the launch and offering of our products in the United States and abroad.
We do not know of any legal requirements for the products in our anticipated fuel and water treatment lines to undergo laboratory testing or certification prior to launch, and we have not consulted regulatory counsel in this regard. Sichenzia Ross Ference Carmel LLP is acting only as our securities law counsel with respect to the registration of the Shares pursuant to this prospectus and not as our regulatory counsel in any capacity, especially with respect to our legal compliance obligations as to our products.
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For the majority of our products, we plan to obtain UL Solutions (“UL”) and European Conformity (“CE”) certifications for our products and complete laboratory testing following their launch. Within our manufacturing facility in Brookfield, Connecticut, we have a full setup for quality control of our products prior to launch, but this setup addresses product functioning, not their efficacy, efficiency, and safety, especially compared to other products on the market. Even after obtaining results from laboratory tests and certifications, including UL and CE certifications, we can offer no assurance that our products will be free from third party product liability claims. If these third parties bring product liability claims against us, we will have to divert additional resources to address them. This may result in financial and reputational harm to our business, especially if we do not prevail against such claims.
We operate in an industry that is still relatively new and subject to many uncertainties.
Our business operates in the “clean-tech” or “green-tech” manufacturing space, which is a relatively new, emerging sector. As such, this sector faces many uncertainties, including, amongst others, technological and financial ones. New technologies may emerge in this field with unexpected costs required to further develop and/or implement them. New market participants may also emerge in this sector which we cannot anticipate. While this sector is forecasted to grow, there is no guarantee that it will, at a level that will benefit our business, or even if it grows, we cannot assure that our business will operate profitably in spite of favorable market conditions in this industry.
Our products incorporate pulsed power technology, which applications have yet to be widely accepted.
The Sonical™ apparatus we incorporate into all of our fuel and water treatment products operates on pulsed power technology, in which the energy stored within a generated electromagnetic field is released over a short period of time to render inert unwanted elements in fluids. We cannot be certain as to the pace of development of and/or improvements in pulsed power technology applications over time, especially for fuel and water treatment. Increased scientific development of this technology and applications for fuel and water treatment may contribute to an increased number of market participants offering efficient products within the clean-tech manufacturing sector. This may limit our competitive position and adversely affect our financial performance. Unanticipated issues or consequences of applying pulsed power technology could also arise over time which could have an adverse impact on our product development and financial performance.
We cannot assure that there will be positive consumer reception or adequate consumer demand for our products.
While we believe in our fuel and water treatment products’ ability to provide more cost-efficient and environmentally friendly solutions than the ones currently available on the market, we cannot guarantee that these are the ultimate impacts our products will have. Consumers of our products may not receive our products favorably or favorably enough for us to generate profit. If our products are not found to generate the results we believe they can provide, or if they do not our business may suffer reputational and/or monetary harm.
We may fail to maintain a competitive position within our market sector.
The profitability of our business, like others, is subject to general economic conditions, competition, the desirability of particular products, the relationship between supply of and demand for particular technological devices, and other factors. While we operate in a market with few competitors, there are some companies that offer a similar product to ours in one arena of our addressable market which may be further along in operations and better funded than we are. Furthermore, there may be additional competitors outside of our knowledge, who may have a stronger competitive position in the market than we anticipated. Our continued success will depend, in large part, upon our ability to compete in areas such as cost, quality, and effectiveness of the treatments offered. Our operational and growth prospects also depend on the strength and desirability of our product and our ability to address the market for our products favorably. Our commercial opportunities may be reduced or eliminated if a competitor emerges and develops and markets products that are less expensive, more effective than our products, or gains greater consumer reception than our products do. There is no assurance that we can maintain a robust competitive position in our market sector, and if we fail to do so, we may fail to operate profitably, and our financial performance may be negatively impacted.
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Increases in manufacturing and/or distribution costs and disruptions in our distribution networks or supplies could materially and adversely impact our business.
We may experience increases in manufacturing and distribution costs or an interruption in our distribution networks or supplies for the manufacturing of our products. Any such an increase or interruption could materially and negatively impact our business, prospects, financial condition and operating results by affecting our product output and subsequently sales. Especially, reliable distributor networks are crucial to our product output and disruptions therein will negatively impact our business operations and financial performance. Various market conditions such as inflationary pressures could also increase the costs in manufacturing and/or distribution costs associated with our products and could adversely affect our business and operating results. Such price increases will also increase our operating costs and could reduce our margins (assuming we generate any) if we cannot recoup the increased costs through increased prices for our product lines.
Our costs of operations may exceed estimates due to various factors, including but not limited to those outside of our control, such as labor shortages or external price increases, and we may be unable to pass these increased costs to our customers, which would negatively impact our financial results.
We depend on our employees and operations teams to assist in manufacturing and distributing our products. We rely on access to a competitive, local labor supply, including skilled and unskilled positions, to operate our business consistently and reliably. Any labor shortage and/or any disruption in our ability to hire workers may negatively impact our operations and financial condition. If we experience a sustained labor shortage, we may need to increase wages to attract workers, which would increase our costs of production. Furthermore, if our operating costs increased, including due to inflationary pressures, we may be unable to pass those increased costs on to our customers. If we are unable to do so, any profit margin we generate in the future (if any) will decline, and our financial results will be negatively impacted.
We are heavily dependent on our executive management, and a loss of a member of our executive management team or our failure to attract and retain other highly qualified personnel in the future, could materially harm our business.
If we lose members of our senior management, we may not be able to find appropriate replacements on a timely basis, and our business could be materially and adversely affected. Our existing operations and continued future development depend to a significant extent upon the performance and active participation of certain key individuals, including Danny Bishop, our President and Chief Executive Officer (CEO), Corrine Couch, our current Chief Operating Officer (COO) and Director, Dennis Beckert, an independent director, and John Eric D’Alessandro, Jr., a Director on the Board and Director of Manufacturing. If we were to lose any of these senior officers or Directors, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially and adversely affected. Furthermore, we do not have key person life insurance policies on such individuals and must bear sole financial risk of the departure of such management team members.
In addition, to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel. We could also experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we fail to attract new personnel, or fail to retain our current personnel, our business and future growth prospects could be severely harmed.
Damage to our reputation could negatively impact our business, financial condition and results of operations.
Our reputation and the quality of our brand are critical to our business and success in existing markets and will be critical to our success as we continue to develop our business. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be averse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.
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Our performance may be negatively impacted by general and regional economic volatility or an economic downturn.
An overall decline in economic activity could adversely impact our business and financial results, and the severity and/or duration of such declines are hard or impossible to predict. Economic uncertainty may reduce end user spending on water and fuel treatment products. Inadequate demand for our products will result in decreased revenue and worsen our financial performance.
Unforeseen or unavoidable events or market conditions may negatively impact our financial performance.
Our ability to increase sales, and to profitably sell our products, is subject to a number of risks, including changes in our business relationships with various service providers, competitive risks such as the entrance of additional competitors into our markets, pricing and other competitive risks associated with the development and marketing of new products in order to remain competitive and risks associated with changing economic conditions and government regulation. Global health crises or catastrophes may occur in the future which drive down the demand for our products and adversely affect our business operations and financial performance.
We cannot control global events or market factors which affect the demand for our products and the revenue we generate from sales of our products. Therefore, our financial performance may be negatively impacted by events which we may not foresee or adequately prepare for.
Our business may be negatively affected by new or changing government regulations, particularly by the Environmental Protection Agency (EPA) and other state and federal bodies.
Our products incorporate pulsed power technology, using electromagnetic wavelengths to break down organic material found in fuel to increase fuel efficiency and to eliminate compounds in water such as the minerals known to cause scale build-up and the presence of microorganisms such as bacteria. While this technology has been around for a number of years and the various electromagnetic wavelengths used are not necessarily subject to any regulation, any changes in regulations that might impact their use in commercial products may negatively impact our ability to sell our equipment into the market, reduce our earnings, increase our costs and compliance requirements. Our financial performance may be negatively impacted as a result.
Risks Related to Our Intellectual Property
Our ability to protect our intellectual property and proprietary technology is uncertain.
While the patent supporting the Sonical™ has been issued in the U.S. and we have filed an international patent application for this technology under the Patent Cooperation Treaty, the potential for the patent to be rendered unenforceable or to be challenged does exist. Furthermore, the scope of the subject matter in the patent applications for different patent offices of different countries varies and might be restricted by varying amounts in the final patents, if any, issued to us by the various patent offices. We cannot guarantee that the scope of coverage of any patent issued to us will be exactly the same in each of the jurisdictions where we have already filed, or will file, patent applications. Consequently, the issuance and scope of patents cannot be predicted with certainty. Patents, even if issued, may be challenged, invalidated or circumvented. U.S. patents and patent applications may also be subject to interference or derivation proceedings, and U.S. patents may be subject to inter partes review, post grant review and ex parte reexamination proceedings in the U.S. Patent and Trademark Office (and foreign patents may be subject to opposition or comparable proceedings in the corresponding foreign patent office), which proceedings could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent application. Similarly, opposition or invalidity proceedings could result in loss of rights or reduction in the scope of one or more claims of a patent in foreign jurisdictions. Such interference, inter partes review, post grant review and ex parte reexamination and opposition proceedings may be costly. Accordingly, rights under any issued patents may not provide us with sufficient protection against competitive products or processes.
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Moreover, we have a pending trademark application at the USPTO but there is no guarantee that our trademark application will be approved. Even if approved, the scope of protection afforded by the trademark may not be sufficiently broad.
If we are unable to obtain and maintain patent or other intellectual property protection for our product, or if the scope of the patent and other intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize any products we may develop as well as our financial performance may be adversely affected.
Patent terms are limited, and we may not be able to effectively protect our devices and business.
Patents have a limited lifespan. In the United States, the natural expiration of a utility patent is generally 20 years after its effective filing date and the natural expiration of a design patent is generally 14 years after its issue date, unless the filing date occurred on or after May 13, 2015, in which case the natural expiration of a design patent is generally 15 years after its issue date. Various extensions may be available; however, the life of a patent, and the protection it affords, is limited. Without patent protection for our products and services, we may be open to competition. Further, if we encounter delays in our development efforts, the period of time during which we could market our products and services under patent protection would be reduced and, given the amount of time required for the development, testing and regulatory review of planned or future products, patents protecting such products may expire before or shortly after such products are commercialized. As a result, our intellectual property might not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.
Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications we license or own, currently or in the future, are issued as patents, they may not be issued in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents that we own may be challenged, narrowed, circumvented or invalidated by third parties. Consequently, we cannot guarantee that our products or other technologies will be protectable, or will remain protected, by valid and enforceable patents. Our competitors or other third parties may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect our business, financial condition, and results of operations.
Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our devices.
Our success is heavily dependent on our proprietary Sonical™ technology, the intellectual property rights protecting it, as well as any future intellectual property we own, particularly patents. Obtaining and enforcing patents involves both technological and legal complexity. Therefore, obtaining and enforcing patents is costly, time-consuming and inherently uncertain. In addition, the U.S. has recently enacted and is currently implementing wide-ranging patent reform legislation. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on future actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.
We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the U.S. These products may compete with our devices and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
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Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
We employ individuals who previously worked with other companies. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
Patents covering our products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.
The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the United States and/or other countries. We may be subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or interference proceedings or other similar proceedings challenging our patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, our patent rights, allow third parties to commercialize our technology or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. Moreover, we may have to participate in interference proceedings declared by the USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions in a non-United States (non-US) patent office, that challenge our priority of invention or other features of patentability with respect to our patents and patent applications. Such challenges may result in loss of patent rights, in loss of exclusivity, or in patent claims being narrowed, invalidated or held unenforceable, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology or products. Such proceedings also may result in substantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us.
In addition, if we initiate legal proceedings against a third party to enforce a patent covering our products, the defendant could counterclaim that such patent is invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including failure to constitute patent eligible subject matter, lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading statement during prosecution. Third parties may also raise claims challenging the validity or enforceability of our patents before administrative bodies in the United States or in other countries, even outside the context of litigation, including through re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings and equivalent proceedings in non-US jurisdictions (e.g., opposition proceedings). Such proceedings could result in the revocation of, cancellation of, or amendment to our patents in such a way that they no longer cover our products. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we or the patent examiner were unaware during prosecution. If a third party were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our products. Such a loss of patent protection would have a material adverse effect on our business, financial condition, and results of operations.
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Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
Periodic maintenance fees, renewal fees, annuity fees, and various other government fees on patents and applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifetime of our patents and applications. The USPTO and various non-U.S. government agencies require compliance with several procedural, documentary, fee payment, and other similar provisions during the patent application process. In some cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in the abandonment or lapse of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market with similar or identical products or technology, which could have a material adverse effect on our business, financial condition and results of operations.
Third parties may attempt to commercialize competitive products or services in countries where we do not have any patents or patent applications and/or where legal recourse may be limited. Some countries also compel patent owners to grant licenses to third parties. These conditions may have a negative commercial impact on our non-U.S. business operations.
Filing, prosecuting, and defending the patents supporting our products in all countries throughout the world would be prohibitively expensive, and the laws of other countries may not protect our rights to the same extent as the laws of the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies to develop their own products in jurisdictions where we have not obtained patent protection and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement may not be as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
Many companies have encountered significant problems in protecting and defending intellectual property rights in non-U.S. jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights in non-U.S. jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and at risk of not being issued, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate to enforce our patent rights, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license and may adversely impact our financial performance.
Finally, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such a patent. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition and results of operations may be adversely affected.
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Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be adversely impacted.
In addition to seeking patent protection for our products, we also rely upon unpatented trade secrets, know-how, and continuing technological innovation to develop and maintain a competitive position in the marketplace. We seek to protect such proprietary information, in part, through non-disclosure and other confidentiality agreements with our employees, collaborators, contractors, advisors, consultants and other third parties and invention assignment agreements with our employees. We also have agreements with some of our consultants that require them to assign to us any inventions created as a result of their working with us. The consultant confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties.
Ultimately, however, we cannot guarantee that we have entered into such agreements with every party that has or may have had access to our trade secrets or proprietary information. Additionally, despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing, or unwilling, to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to, or independently developed by, a competitor or other third party, our competitive position would be materially and adversely harmed.
We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations, and systems, agreements or security measures may be breached, and we may not immediately have adequate remedies for any breach. To the extent that our employees, consultants, contractors, or collaborators use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions, which could have a material adverse effect on our business, financial condition, and results of operations.
We may be subject to claims challenging the ownership or inventorship of our patents and other intellectual property and, if unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms, or at all, or to cease the development, manufacture, and commercialization of one or more of our products.
We may be subject to claims that current or former employees, collaborators, or other third parties have an interest in our patents, trade secrets, or other intellectual property as an inventor or co-inventor. For example, inventorship disputes may arise from conflicting obligations of employees, consultants, or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship of our patents, trade secrets, or other intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our products. Third-party claims of intellectual property infringement, misappropriation or other violation against us or our collaborators may prevent or delay the sale and marketing of our products. If we were to lose exclusive ownership of such intellectual property, other owners may be able to license their rights to other third parties, including our competitors. We also may be required to obtain and maintain licenses from third parties, including parties involved in any such disputes. Such licenses may not be available on commercially reasonable terms, or at all, or may be non-exclusive. If we are unable to obtain and maintain such licenses, we may need to cease the development, manufacture, and commercialization of one or more of our products. The loss of exclusivity or the narrowing of our patent claims could limit our ability to stop others from using or commercializing similar or identical technology and products. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.
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The cleantech industry we operate in is highly competitive and dynamic. Due to the focused research and development that is taking place by several companies, including us and our competitors, in this field, the intellectual property landscape is in flux, and it may remain uncertain in the future. As such, we could become subject to significant intellectual property-related litigation and proceedings relating to our or third-party intellectual property and proprietary rights.
Our commercial success depends in part on our and any potential future collaborators’ ability to develop, manufacture, market, and sell any products that we may develop and use our proprietary technologies without infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. It is uncertain whether the issuance of any third-party patent would require us or any potential collaborators to alter our development or commercial strategies, obtain licenses or cease certain activities.
Third parties, including our competitors, may currently have patents, or obtain patents in the future, and claim that the manufacture, use, or sale of our products infringes upon these patents. We have not conducted an extensive search of patents issued or assigned to other parties, including our competitors, and no assurance can be given that patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed, or could not be filed or issued. In addition, because patent applications can take many years to issue, and because publication schedules for pending applications vary by jurisdiction, there may be applications currently pending of which we are unaware, and which may result in issued patents which our current or future products infringe. Also, because the claims of published patent applications can change between publication of a patent application and issuance of a patent, there may be published patent applications that may ultimately issue with claims that we infringe. As the number of competitors in our market grows and the number of patents issued in this area increases, the possibility of patent infringement claims against us escalates. Moreover, we may face claims from non-practicing entities (“NPEs”), entities which own patents but do not practice the patented invention, have no relevant product revenue and against whom our own patent portfolio may have no deterrent effect. Third parties, including NPEs, may in the future claim that our products infringe or violate their patents or other intellectual property rights.
If any third-party claims that we infringe their patents or that we are otherwise employing their proprietary technology without authorization and initiates litigation against us, even if we believe such claims are without merit, there is no assurance that a court would find in our favor on questions of infringement, validity, enforceability, or priority. A court of competent jurisdiction could hold that these third-party patents are valid, enforceable, and infringed by our products. In order to successfully challenge the validity of any such U.S. patent in federal court, we would need to overcome a presumption of validity. As this evidentiary burden is a high one, requiring us to present clear and convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court of competent jurisdiction would invalidate the claims of any such U.S. patent. If we are found to infringe third-party patents, and we are unsuccessful in demonstrating that such patents are invalid or unenforceable, such third parties may block our efforts to commercialize the applicable products or technology unless we obtain a license to employ the technology or subject matter described by such patents, or until such patents expire or are finally determined to be held invalid or unenforceable. Such a license may not be available on commercially reasonable terms, or at all. Even if we are able to obtain a license, the license could obligate us to pay significant license fees and/or royalties, and the rights granted to us might be non-exclusive, which might result in our competitors gaining access to the same technology. If we are unable to obtain a necessary license to a third-party patent on commercially reasonable terms, or at all, we may be unable to commercialize our products, or such commercialization efforts may be significantly delayed, which could in turn significantly harm our business. If we are found liable for infringing on third party patents, our business may suffer reputational and financial harm. These harmful effects may be more pronounced for us as a small company.
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If our trademarks and trade names are inadequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
Our trademarks or trade names may be challenged, infringed, circumvented, declared generic or determined to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners and customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement, or dilution claims brought by owners of other trademarks. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names or other intellectual property may be ineffective, could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, and results of operations.
Risks Related to Ownership of our Common Stock
This is not an initial public offering of stock to investors at large, and there is no guarantee that any of the Selling Shareholders will sell the Shares. Alternatively, if a large number of Shares are sold, the public price of our Common Stock on the OTC Pink will decrease.
This registration statement is being filed to offer liquidity to the Selling Shareholders, who are our existing security holders and security holders who have rights to the Common Stock underlying warrants previously issued to them in our previous financing rounds. This is not an initial public offering of stock to investors at large, and there is not a fixed number of securities available for sale. Each Selling Shareholder may offer, sell or distribute all or a portion of his, her or its Shares publicly or through private transactions at prevailing market prices or at negotiated prices, or choose not to sell any or part of the Shares at all. Given the Selling Shareholder’s discretion in this regard, a reader should not expect a guaranteed ability to purchase any of the Shares registered hereunder. We disclaim any responsibility for causing the Selling Shareholder to sell to any person reading this registration statement and offer no assurance as to how many Selling Shareholders will decide to sell their Shares. The reader should be advised that if, alternatively, a large number of Selling Shareholders sell their Shares or there is a public perception that a large number of Selling Shareholders may sell their Shares, the public price of our Common Stock on the OTC Pink may decrease in value.
Our Common Stock is currently thinly traded on the OTC Pink and the public price for our Common Stock is volatile. We can offer no assurance that an active trading market for our Common Stock will develop or that the public price of our Common Stock will become less volatile.
An active market for our shares of Common Stock may never develop. In the absence of an active public trading market, investors may not be able to liquidate their investments in our shares of Common Stock. An inactive market may also impair our ability to raise capital by selling our shares of Common Stock, our ability to motivate our employees through future equity incentive awards and our ability to acquire other companies, products or technologies by using our shares of Common Stock as consideration. We can offer no assurance that the public price of our Common Stock will cease to be volatile, as there are many factors which affect the public price which are beyond our control. These factors include, without limitation:
| · | the number of shares of our Common Stock publicly owned and available for trading; | |
| · | overall performance of the equity markets and/or publicly-listed companies that offer competing services and products; | |
| · | actual or anticipated fluctuations in our revenue or other operating metrics; | |
| · | our actual or anticipated operating performance and the operating performance of our competitors; | |
| · | changes in the financial projections we provide to the public or our failure to meet these projections; |
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| · | failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors; | |
| · | any major change in our Board, management, or key personnel; | |
| · | the economy as a whole and market conditions in our industry; | |
| · | rumors and market speculation involving us or other companies in our industry; | |
| · | announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; | |
| · | new laws or regulations or new interpretations of existing laws or regulations applicable to our business, in the U.S. or globally; | |
| · | lawsuits threatened or filed against us; | |
| · | other events or factors, including those resulting from war, incidents of terrorism, or responses to these events and | |
| · | sales or expected sales of our Common Stock by us and our officers, directors, and principal shareholders. |
In addition, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation against companies following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.
Future sales of Common Stock by the Selling Shareholders and our other existing shareholders, or lack thereof, may contribute to price volatility of our Common Stock on the OTC Pink.
Following the effectiveness of this registration statement, the Shares may be sold on the OTC Pink. Our other existing shareholders may also sell their shares in the Company in accordance with an available securities exemption or successful registration. There can be no assurance that the Selling Shareholders will not sell all of the Shares, which may cause a substantial decline in the price of our Common Stock on the OTC Pink. There is also no assurance that the Selling Shareholders will sell all of their Shares on the OTC Pink. Institutional investors may be discouraged from purchasing our Common Stock if they are unable to purchase a block of our Common Stock in the open market due to a potential unwillingness of our existing shareholders to sell a sufficient amount of Common Stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Common Stock, the market for our Common Stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our Common Stock. Conversely, if there is a lack of market demand for our Common Stock, the trading price of our Common Stock could decline significantly and rapidly on the OTC Pink. Furthermore, the decision by our Directors and officers, who retain significant ownership of our Common Stock, to sell, or refrain from selling, shares of Common Stock from time to time, could impact the market supply and trading volumes of our Common Stock, thereby affecting market prices and creating additional volatility. This impact will increase if the percentage of shares sold by non-affiliated shareholders of the Company decreases from time to time. Therefore, an active, liquid and orderly trading market for our Common Stock may not initially develop or be sustained, which could significantly depress the public price of our Common Stock and/or result in significant volatility, which could affect an investor’s ability to sell their shares of Common Stock.
You may be diluted by future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with future adopted incentive plans, acquisitions or otherwise. Future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
Our Articles of Incorporation authorizes us to issue up to 125,000,000 shares of Common Stock and up to 25,000,000 shares of preferred stock. We could issue a significant number of shares of Common Stock in the future in connection with investments or acquisitions. In the future, we may also adopt one or more incentive plans which will provide for the issuance, pursuant to the terms and subject to the conditions set forth in any plan as adopted, of long-term incentive compensation which may take the form of options, restricted stock units or other securities. Any of these issuances could dilute our existing shareholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our Common Stock.
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We currently have 4,200,000 shares of Series A Preferred Stock issued and outstanding and 3,000,000 shares of Series B Preferred Stock issued and outstanding shares of preferred stock. The future issuance of shares of preferred stock with voting rights (whether equal or disproportionate) may adversely affect the voting power of the holders of shares of our Common Stock, either by diluting the voting power of our Common Stock if the preferred stock votes together with the Common Stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our Common Stock.
The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the Common Stock less attractive. For example, investors in the Common Stock may not wish to purchase Common Stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase Common Stock at the lower conversion price, causing economic dilution to the holders of Common Stock.
Additionally, we have a history of issuing our Common Stock as compensation to officers, employees, and consultants. Continued issuance of Common Stock, securities exercisable for or convertible into capital stock of the Company may have a dilutive effect on holders of our Common Stock and other equity securities.
We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.
We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business. Therefore, we do not intend to pay any dividends to holders of our Common Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion, any legal or contractual limitations on our ability to pay dividends under our loan agreements or otherwise. As a result, if the Board does not declare and pay dividends, the capital appreciation in the price of our Common Stock, if any, will be your only source of gain on an investment in our Common Stock, and you may have to sell some or all of your Common Stock to generate cash flow from your investment.
We may need to raise additional capital in the future, and our failure to do so could restrict our operations or adversely affect our ability to operate and continue our business. There is no guarantee that we will successfully raise additional capital on favorable terms or at all and if and when we need it.
If we need to raise additional capital in the future for any reason, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings may result in additional dilution to holders of the common stock. For instance, debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, expending capital, or declaring dividends, or which impose financial covenants on us that limit our ability to achieve our business objectives. Additionally, if we enter into secured debt arrangements, we could be required to dispose of material assets or operations to meet our debt service and other obligations, which could negatively impact the business or cause the business to be discontinued. If we need additional capital and cannot raise it on acceptable terms, we may not be able to meet our business objectives and be unable to continue operating as a going concern.
If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline.
We expect the trading market for our Common Stock to be influenced by the research and reports that industry or securities analysts publish about us, our business or our industry. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock may be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline and our Common Stock to be less liquid. Moreover, if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business, or if our results of operations do not meet their expectations, our stock price could decline.
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We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements. If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we could be subject to regulatory scrutiny and a loss of confidence by shareholders, which could harm our business and adversely affect the market price of our Common Stock.
We will cease to be an “emerging growth company” upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) (the last day of the fiscal year following the fifth anniversary of becoming a public company). As an emerging growth company, we may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the information we provide to our shareholders may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards.
We have elected to take advantage of this extended transition period under the JOBS Act. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.
We are a “smaller reporting company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.
For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies, such as providing only two years of audited financing statements. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.
If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.
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Provisions in our Articles of Incorporation and Bylaws could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders.
Our Articles of Incorporation and Bylaws contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of our shareholders. For example, the Articles of Incorporation currently authorizes our Board, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which shareholders might otherwise receive a premium for their shares over then-current market prices. These provisions may also limit the ability of shareholders to approve transactions that they may deem to be in their best interests.
IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT OUR BUSINESS OPERATIONS AND THE VALUE OF OUR COMMON STOCK.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking statements”. Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:
| 1. | Our ability to effectively operate our business segments; |
| 2. | Our ability to manage our research, development, expansion, growth and operating expenses; |
| 3. | Our ability to evaluate and measure our business, prospects and performance metrics; |
| 4. | Our ability to compete, directly and indirectly, and succeed in a competitive and evolving industry; |
| 5. | Our ability to respond and adapt to changes in technology and customer behavior; |
| 6. | Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and |
| 7. | Other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations. |
Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
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Market data and certain industry data and forecasts used throughout this prospectus were obtained from market research, publicly available information, reports of governmental agencies and industry publications. There is no guarantee for the accuracy and completeness of information we obtained from such sources. In addition, we cannot be certain as to all assumptions which were used by third parties to prepare the data we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors.”
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We will not receive any proceeds from the sale of the Shares by the Selling Shareholders (See “Selling Shareholders”) under this prospectus (and/or their respective pledgees, donees, transferees, distributees, or other successors in interest that receive such Shares as a gift, partnership distribution or other non-sale related transfer), which includes up to 9,353,136 Outstanding Shares and 21,100,000 Warrant Shares. We will, however, bear the costs incurred in connection with the registration of the Shares. We will also receive payment from AJB Capital’s exercise of the 2022 Warrants and certain Selling Shareholders’ exercise of the AGES Warrants. We have received proceeds from AJB Capital’s purchase of the 2023 Warrants prior to the registration of the Common Stock underlying the 2023 Warrants and as such, these proceeds will not be included as part fee calculations for the filing of this registration statement. If all of the 2022 Warrants and Additional Warrants are to be exercised in cash at their respective exercise prices, we would receive gross proceeds of approximately $25,000, and approximately $557,000, respectively, and a total of approximately $582,000 in proceeds from the Warrants’ exercise. We cannot predict when or if the Warrants will be exercised or when. It is possible that the Warrants will expire before their exercise period and that they may never be exercised.
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Since our inception, we have not paid any dividends on our capital stock, and we currently expect that, for the foreseeable future, all earnings, if any, will be retained for use in the development and operation of our business. In the future, our Board may decide, at its discretion, whether dividends may be declared and paid to holders of our Common Stock.
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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the notes to those statements included elsewhere in this Registration Statement on Form S-1. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under ‘‘Risk Factors,’’ our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
Corporate History
We were originally incorporated in Nevada on February 22, 2006 under the name Photomatica, Inc. On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” On March 5, 2012, we changed our name to Go Green Global Technologies Corp., our current name. We are currently in good standing in the State of Nevada as of the date hereof.
Business
We are an innovative, publicly traded U.S. company that aims to provide proprietary disruptive technology for use in the water and fuel industries for both commercial and consumer segments of these markets. We intend to provide solutions worldwide through our patented Sonical™ apparatus, which is designed to be utilized for both non-chemical water treatment and fuel combustion applications. Such applications include industrial, automotive, transportation, maritime and railway industries. We are a pioneer and leader in the emerging pulsed power technology sector. Since inception, we have focused on technologies that lead to a cleaner and more efficient planet. We are still currently in a pre-revenue stage of development and have yet to launch products integrating our Sonical™ technology.
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Results of Operations
The following table summarizes our results of operations for the periods presented:
| For the Nine Months Ended | ||||||||||||
| September 30, 2023 | September 30, 2022 | Change | ||||||||||
| Operating expenses: | ||||||||||||
| General and administrative | $ | 385,354 | $ | 1,777,398 | $ | (1,392,044 | ) | |||||
| Research and developments | 625,000 | – | 625,000 | |||||||||
| Depreciation and amortization | 2,016 | 8,576 | (6,560 | ) | ||||||||
| Total operating expenses | 1,012,370 | 1,785,974 | (773,604 | ) | ||||||||
| Loss from operations | (1,012,370 | ) | (1,785,974 | ) | 773,604 | |||||||
| Other Income / (Expense): | – | |||||||||||
| Interest expense | (1,427,495 | ) | (242,042 | ) | (1,185,453 | ) | ||||||
| (Loss) gain on debt extinguishment | (120,000 | ) | 1,423,023 | (1,543,023 | ) | |||||||
| Total other expenses | (1,547,495 | ) | 1,180,981 | (2,728,476 | ) | |||||||
| – | ||||||||||||
| Net loss | $ | (2,559,865 | ) | $ | (604,993 | ) | $ | (1,954,872 | ) | |||
Revenue
We did not generate any revenue in the nine-month periods ended September 30, 2023 and September 30, 2022.
Operating Expenses
Our operating expenses for the nine-month periods ending on September 30, 2023 and September 30, 2022 were $1,012,370 and $1,785,973, respectively, representing a decrease of $773,604.
General and administrative expenses were $384,354 for the nine-month period ending on September 30, 2023, compared to $1,777,398 for the nine-month period ending on September 30, 2022, representing a decrease of $1,392,044. This decrease was primarily attributed to a decrease in financials consulting services from $1,499,915 in the nine-month period ending on September 30, 2022 to $123,415 in the nine-month period ending on September 30, 2023. This decrease was also due to significant fees that were incurred in connection with our financings, engaging an investment bank to assist in structuring our financing rounds, and raising capital in such rounds, and the relaunch of our business operations in the 2022 Fiscal Year, and significant decrease in such costs for the nine months ended September 30, 2023. Additionally, this decrease was due to a decrease in payroll expenses by $48,990, accounting services by $36,470 and other office expenses by $9,136, partially offset by increase in legal services for $53,605 and rent expenses by $25,448.
Research and development expenses were $625,000 for the nine months ended September 30, 2023, compared to $0 for the nine months ending on September 30, 2022. The increase was primarily attributed to the expense recognized in connection with 2023 amended and restated Assets Purchase Agreement (“2023 APA”).
Depreciation expenses were $2,016 for the nine months ending on September 30, 2023, compared to $8,576 for the nine months ending on September 30, 2022, representing a decrease of $6,560 and such decrease is mainly attributed to decrease in property and equipment and no major capitalized purchases in the nine months ended September 30, 2023.
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Other Expenses
In addition to operating expenses, for the nine-month period ending on September 30, 2023, we incurred other income (expenses) of ($1,547,495). For the nine-month period ending on September 30, 2022, we incurred other income (expenses) totaling $1,180,981. The reason for this increase in other expenses between the comparative nine-month periods is an increase in interest expense due to amortization of debt discount for the warrants and shares of common stock issued in the period ended September 30, 2022 and a large decrease in gains on debt extinguishment as there were no significant debt settlement in 2023 as compared to the significant debt settlement occurred in nine months ended September 30, 2022.
Interest Expenses
For the nine-month periods ending on September 30, 2023 and September 30, 2022, our interest expenses were $1,427,495 and $242,042, respectively. This significant increase in interest expenses is due to the amortization of the debt discount in relation to the shares of common stock and warrants issued in connection with notes payable in the nine-month period ending on September 30, 2023.
Loss on Extinguishment of Debt
For the nine-month periods ending on September 30, 2023 we incurred a loss on extinguishment of debt of $120,000 and as compared to gain of $1,423,023 for the nine-month periods ending on September 30, 2022.
Net Loss
For the nine-month period ending on September 30, 2023, we had a net loss of $2,559,865. For the nine-month period ending on September 30, 2022, we had a net loss of $604,993. The reason for the increase in the net loss from the nine months ended September 30, 2022 to the nine months ended September 30, 2023 was an increase in interest expense as well as a decrease in gains from debt settlements, partially offset by a decrease in operating expenses by $773,604.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
The following represents results of operations for the fiscal year ending on December 31, 2022 (the “2022 Fiscal Year”) and fiscal year ending on 2021 (the “2021 Fiscal Year”):
| For the Years Ended | ||||||||||||
| December 31, 2022 | December 31, 2021 | Change | ||||||||||
| Operating expenses: | ||||||||||||
| General and administrative | $ | 2,291,645 | $ | 178,664 | $ | 2,112,981 | ||||||
| Depreciation | 6,647 | 5,849 | 798 | |||||||||
| Total operating expenses | 2,298,292 | 184,513 | 2,113,779 | |||||||||
| Loss from operations | (2,298,292 | ) | (184,513 | ) | (2,113,779 | ) | ||||||
| Other (expense) income | – | |||||||||||
| Interest expense | (303,937 | ) | (329,214 | ) | 25,277 | |||||||
| Gain (loss) on change in fair value of derivative liability | 35,862 | (18,160 | ) | 54,022 | ||||||||
| Amortization of beneficial conversion feature | – | (15,423 | ) | 15,423 | ||||||||
| Gain on debt extinguishment | 1,423,023 | – | 1,423,023 | |||||||||
| Total other income (expense) | 1,154,948 | (362,797 | ) | 1,517,745 | ||||||||
| Net loss | $ | (1,143,344 | ) | $ | (547,310 | ) | $ | (596,034 | ) | |||
Revenue
We did not generate any revenue in the years ended December 31, 2022 and 2021.
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Operating Expenses
Our operating expenses increased from $184,513 in the 2021 Fiscal Year to $2,298,292 for the 2022 Fiscal Year. This increase was primarily due to increased general and administrative expenses, which increased from $178,664 to $2,291,645 from the 2021 Fiscal Year to the 2022 Fiscal Year.
These general and administrative fees consisted of payroll, rent, audit, consulting, finance fees, and legal fees, which we incurred more of in the 2022 Fiscal Year compared to those general and administrative fees in the 2021 Fiscal Year. Such fees were incurred in connection with our financings and the relaunch of our business operations in the 2022 Fiscal Year, with the primary reasons for the incurrence of expenses being: (i) our increase in operational activities in the 2022 Fiscal Year, (ii) our hiring of additional consultants and the Chief Operating Officer, and (iii) our engaging an investment bank to assist in structuring our financing rounds and raising capital in such rounds. The increase was primarily attributed to an increase in financial consulting fees related to our financial and consulting services from $5,586 in the 2021 Fiscal Year to $1,857,379 in 2022 Fiscal Year. There was also an increase in payroll by $19,263, in legal expenses by $41,706, in accounting related expenses by $62,500, in leasing expenses by $52,582 and an increase in general office expense by $83,115.
Depreciation expenses were $6,647 for the 2022 Fiscal Year, compared to $5,849 for 2021 Fiscal Year, representing a decrease of $798.
Other Income (Expenses)
For the 2022 Fiscal Year, our other income totaled $1,154,948, compared to other expenses of $362,797 for the 2021 Fiscal Year. The reason for the increase in other expenses from the 2021 Fiscal Year to 2022 Fiscal Year was a large increase in income in gain on debt extinguishment.
For the 2022 Fiscal Year and 2021 Fiscal Year, we incurred interest expenses of $303,937 and $329,214, respectively. The decrease in interest expense for $25,277 was primary attributable to decrease in our debt balance during 2022 Fiscal Year due to debt extinguishment of our notes payable and notes convertible.
In the 2022 Fiscal Year and 2021 Fiscal Year, we incurred amortization of beneficial conversion expenses of $-0- and $15,423, respectively. The decrease in beneficial conversion feature expenses is due to our correction of the recording of the fair value of warrants issued during the 2022 Fiscal Year.
During the 2022 Fiscal Year and 2021 Fiscal Year, we incurred a gain (loss) due to the adjustment to the fair value of derivative liability of $35,862 and ($18,160), respectively.
During the 2022 Fiscal Year and 2021 Fiscal Year, we incurred a gain on extinguishment of debt of $1,423,023 and $0, respectively. The significant gain in 2022 Fiscal Year was attributable to debt extinguishment of our accounts payable, notes payable, notes convertible and related accrued interest.
Net loss
For the 2022 Fiscal Year and 2021 Fiscal Year, we had a net loss of $1,143,344 and $547,310, respectively. The increase in net loss from the 2021 Fiscal Year to the 2022 Fiscal Year was due to significantly increased in general and administrative expenses as well as increases in expenses connected with engagement of financial advisory firms and lenders.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
To date we have financed our operations through sales of common stock and the issuance of debt and warrants.
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Our ability to continue as a going concern depends on continued financial support from management, its ability to identify future investment opportunities and obtain the necessary debt or equity financing as well as its ability to generate profit from future operations. We do not currently have sufficient cash on hand to cover our operating expenses and as such will continue to raise capital through the sale of stock and notes. We have produced several prototype devices for some of our anticipated products to permit production testing. In the next six to twelve months, testing of our devices and manufacturing techniques will be finalized. We expect to commence sales as soon as the aforementioned are completed.
| Working Capital | ||||||||||||
| September 30, | December 31, | |||||||||||
| 2023 | 2022 | Change | ||||||||||
| Current Assets | $ | 232 | $ | 4,671 | $ | (4,439) | ||||||
| Current Liabilities | 1,385,135 | 1,118,323 | 266,812 | |||||||||
| Working Capital Deficit | $ | (1,384,903 | ) | $ | (1,113,652 | ) | $ | (271,251 | ) | |||
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | Change | ||||||||||
| Current Assets | $ | 4,671 | $ | 2,135 | $ | 2,536 | ||||||
| Current Liabilities | 1,118,323 | 2,461,570 | (1,343,247 | ) | ||||||||
| Working Capital Deficit | $ | (1,113,652 | ) | $ | (2,459,435 | ) | $ | 1,345,783 | ||||
Current Assets
Our current assets as of September 30, 2023 and December 31, 2022 were comprised of cash and prepaid expenses. Our cash balance was $232 and $1,072, respectively, and our prepaid expenses were $0 and $3,599, respectively. The decrease in cash balance for the nine-month period ending on September 30, 2023 was due to cash used in operations coupled with borrowing with short-term loans.
As of December 31, 2022 and December 31, 2021, our current assets were comprised of cash and prepaid expenses. Our cash balance was $1,072 and $2,135, respectively, and our prepaid expenses were $3,599 and $0, respectively. The decrease in cash balance from the 2021 Fiscal Year to the 2022 Fiscal Year is attributed to increased spending in year over year expenses in the 2022 Fiscal Year as we began to ramp up operations, including rent and utility expenses offset by borrowing with our net note financing of $420,000.
Current Liabilities
As of September 30, 2023 and December 31, 2022, our current liabilities totaled $1,385,135 and $1,118,323, respectively. This increase in current liabilities by $266,812 from December 31, 2022 was mainly due to increase in notes payable balance of $261,031.
As of December 31, 2022, and December 31, 2021, we had total current liabilities of $1,118,323 and $2,461,570, respectively. The decrease in current liabilities is attributed to settlement of various notes and accrued interest, offset by an increase in new notes payable, offset by an increase in derivative instrument liability associated with a convertible debenture during the 2022 Fiscal Year.
Working Capital Deficit
As of September 30, 2023 and September 30, 2022, we had a working capital deficit of $1,384,903 and $1,113,652, respectively. The increase in working capital deficit is due to increases in notes payable.
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As of December 31, 2022 and December 31, 2021, we had a working capital deficit of $1,113,652 and $2,459,435, respectively. The decrease in working capital deficit is primarily due to an increase in notes payable, reductions of convertible debt, accrued interest, and accounts payable settled in common stock, offset by the computed fair value of warrants issued during the 2022 Fiscal Year.
| Cash Flows | For the Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2023 | 2022 | Change | ||||||||||
| Cash Used in Operating Activities | $ | (527,365 | ) | $ | (196,570 | ) | $ | (330,795 | ) | |||
| Cash Used in Investing Activities | – | (13,065 | ) | 13,065 | ||||||||
| Cash Provided by Financing Activities | 526,525 | 207,500 | 319,025 | |||||||||
| Net (Decrease) in Cash | $ | (840 | ) | $ | (2,135 | ) | $ | 1,295 | ||||
| For the Twelve Months Ended | ||||||||||||
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | Change | ||||||||||
| Cash Used in Operating Activities | $ | (348,974 | ) | $ | (47,791 | ) | $ | (301,183 | ) | |||
| Cash Used in Investing Activities | (9,589 | ) | (7,974 | ) | (1,615 | ) | ||||||
| Cash Provided by Financing Activities | 357,500 | 57,900 | 299,600 | |||||||||
| Net (Decrease) Increase in Cash | $ | (1,063 | ) | $ | 2,135 | $ | (3,198 | ) | ||||
Cash flows from Operating Activities
For the nine months ending on September 30, 2023 and September 30, 2022, the cash provided (used) in operating activities totaled ($527,365) and ($196,570), respectively. The reason for the increase in cash used in operating activities from the nine-month period ending on September 30, 2022 to the nine-month period ending on September 30, 2023 was primarily attributed to an increase in net loss.
For the 2022 Fiscal Year and 2021 Fiscal Year, we used $348,974 and $47,791, respectively in cash for operating activities. The increase in cash used by operating activities from the 2021 Fiscal Year to the 2022 Fiscal Year was mainly attributed to the net loss of $1,143,344 with a gain on extinguishment of debt at 1,423,023, offset by an increase in common stock warrants issue for services of $1,529,480, non-cash interest expenses of $301,402, increase in accounts payable and accrued expenses in total of $234,174 and accrued interest of $28,889.
Cash flows from Investing Activities
For the nine months ending on September 30, 2023 and September 30, 2022, we used $0 and $13,065 in cash in investing activities.
During the fiscal years ending on December 31, 2022 and December 31, 2021, we used $9,589 and $7,974, respectively, in investing activities.
Cash flows from Financing Activities
For the nine months ending on September 30, 2023 and September 30, 2022, we generated $526,525 and $207,500 from financing activities, respectively. The increase in cash from financing activities from the nine months ending on September 30, 2022 to the nine months ending on September 30, 2023 was due to primarily an increase in proceeds from notes payable of $456,525.
For the 2022 Fiscal Year and 2021 Fiscal Year, we generated $357,500 and $57,900, respectively, from financing activities. The increase in cash from financing activities from the 2021 Fiscal Year to the 2022 Fiscal Year was due to increases in proceeds from notes payable of $420,000.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements.
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Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, economic instability and inflation, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete the initial business combination.
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This section should be read in conjunction with the more detailed information about us contained in this prospectus, including our audited financial statements and other information appearing in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our Mission & Vision
At Go Green Global Technologies Corp., we believe in a present and future in which cost-effective and environmentally friendly solutions for individuals, communities and industries are accessible to all. It is our guiding principle that sustainability and affordability should go hand-in-hand, and that making a greener choice for the health of our shared planet should not be cost-prohibitive. We envision our Sonical™ technology to be a revolutionary catalyst in the global transition to a green economy. Our mission is to provide global access to this technology, allowing for the extension of fuel life, a decrease in carbon emissions, and the elimination of harsh chemicals in water treatment worldwide.
Corporate History
We were originally incorporated in Nevada on February 22, 2006, under the name “Photomatica, Inc.” On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” We changed our name to Go Green Global Technologies Corp., our current name, on March 5, 2012. We are in good standing with the State of Nevada as of the date of this prospectus.
Introduction
We are a technology and manufacturing company based in Brookfield, Connecticut. We own the patented Sonical™ technology[12] designed to render impurities in fluids inert, in a way that is cost-saving and avoids the use of harsh chemicals for fluid treatment. Our Sonical™ technology can be installed into existing water supply and fuel consumption systems. After this installation, fluid can pass through the electromagnetic field created within the Sonical™ apparatus and undergo molecular-level changes, resulting in cleaner water and fuel.
Currently, we are in a pre-revenue stage of development, and expect to launch our products anytime between Q1 and Q2 of 2024, following their successful manufacturing and commercialization.
As of the date of this prospectus, we have not launched any of the products discussed herein. We expect to begin launching certain products approximately between the first and second fiscal quarters of 2024, assuming these products are successfully manufactured and commercialized. We cannot assure that any or all of our products will ever launch, launch successfully, or that we will be able to generate revenue from these products or adequate revenue to continue as a going concern.
We have a manufacturing facility located in Brookfield, Connecticut, in which we have a full setup for final assembly, quality control, and testing of our products. This facility also has two manual winding machines to produce the copper coils central to the Sonical™ technology.
[12] Patent No. US 11,634,344 B2.
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The Sonical™ technology
The Sonical™ apparatus contains unique coil design configurations that can conduct an electromagnetic field. The electromagnetic field triggers a forced sequential re-phasing arrangement within fluid passing through, which renders fluid impurities inert.
We believe that our Sonical™ technology, when incorporated into fuel and water treatment systems, can effectively address some of the issues found with conventional methods for fuel and water treatment. For one, conventional methods for water treatment typically involve the addition of chemical disinfectants to remove bacteria within water, which can be harmful to human and environmental health. Disinfectants such as chlorine also have an unpleasant taste and smell, which are especially significant concerns pertaining to potable water. There is also the persistent problem of mineral buildup, specifically calcium carbonate, in distribution networks such as pipes and water flow devices. Ion-exchange water softeners have been commonly used to remove minerals from (descale) pipes and water flow devices, but these softeners require continuous and consistent maintenance, which can compound the costs associated with water treatment. Pipe repair and cleanup at large facilities is also costly and poses significant safety concerns. The pulse power technology of the Sonical™ removes the need for chemical disinfectants to water treatment systems while descaling water and controlling antibacterial growth. The Sonical™ products are customizable and easy to install and following installation requires little to no maintenance. We believe that incorporating our Sonical™ products into existing water treatment and distribution systems will be a cheaper and more environmentally sound alternative to conventional methods.
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Conventional methods for extracting fuel from crude oil are also costly and harmful to the environment. Refinement costs for the production of commonly used fuel from petroleum are substantial. To save on costs, producers may sell fuel products which may not be entirely free from impurities such as hydrocarbons, even though the products can technically still be used for combustion. As a result, existing hydrocarbons in such fuels can be emitted into the atmosphere, adding significant pollution to the environment. We believe the technology behind the Sonical™ apparatus, which produces varying electromagnetic wavelengths to alter the molecular structure of fuel, can potentially enable fuel to burn more efficiently and result in cost savings and fewer carbon emissions.
We intend to have our Sonical™ fuel products tested extensively in private laboratories to demonstrate significant fuel efficiency increases, as well as decreases in overall carbon emissions. For our Sonical™ water products, we intend to have our technology tested extensively at private laboratories to demonstrate the product's ability to eliminate the minerals causing scale buildup, as well as the elimination of harmful microorganisms, such as bacteria in water.
Business Plan
We are presently ramping up manufacturing and solidifying our market strategy to commercialize our products. Below are the business lines we plan to launch between the first and second fiscal quarters of 2024 after our manufacturing and marketing goals are achieved.
| Fuel Treatment | Water Treatment & Descaling |
| Commercial Boilers | HVAC Cooling Towers |
| Residential Boilers | Commercial Descaling |
| Diesel Generators | Residential Water |
| Automotive/Trucking | Municipal Water |
| Locomotive (Heavy Rail) | |
| Maritime Vessels |
Our fuel treatment products are aimed at increasing the efficiency of fuel, improving overall engine function, and decreasing lifetime carbon emissions. We believe this is achieved by installing our fuel devices, which contain the Sonical™ technology, on a pre-combustion location within any fossil-fuel-burning system, such as an oil-burning furnace, a generator, a car, a truck, and more. We believe the products in the planned fuel treatment line will experience rapid growth due to their capacity to reduce fuel consumption and significantly reduce hydrocarbon emissions.
Our water treatment products are aimed at eliminating the minerals causing scale buildup in water, allowing for better maintenance of water systems without the use of chemicals, and providing improved life span of pipes. We believe the water treatment products are capable of increasing microbial control and eliminating unwanted organic compounds, including viruses and bacteria both in potable water and industrial applications, such as HVAC systems.
We anticipate that the water treatment and descaling product lines will experience slower but long-term growth compared to the fuel treatment product lines.
In the first fiscal quarter of 2024, we intend to submit an application for our Sonical™ water device to the National Sanitation Foundation for testing in order to achieve ANSI/NSF Standard 61 certification. This certification applies to all products in contact with potable and drinking water in the United States, and attests that certain products are safe for installation potable water systems for public use or consumption and are verified by a third party. Once we receive ANSI/NSF Standard 61 certification, we will launch our residential and municipal water product lines in the U.S. In the fourth fiscal quarter of this year, we also intend to begin the process for obtaining Underwriter Laboratories (“UL”) and CE certifications. UL is one of several companies approved for safety testing by U.S. federal agency Occupational Safety and Health Administration, and its product certification attests that the product has met applicable industry standards. CE certifications are affirmations from a manufacturer that its product complies with all applicable European health, safety, and environmental protection standards.
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In the first 6 months of production, beginning in the fourth fiscal quarter of this year, we plan to launch the following product lines and anticipate the below monthly production volumes for each line:
| Product Line | Average Units Sold Per Month |
| Fuel - Residential Boiler 3/8in | 30 |
| Fuel - Residential Boiler 1/2in | 30 |
| Fuel - Commercial Boiler | 10 |
| Fuel - Diesel Generators | 100 |
| Water - HVAC Cooling Tower | 2 |
| Water - Commercial De-Scaling | 10 |
The above projections are based on pending agreements with existing distributors in the HVAC and diesel generator industries and our anticipated product output capabilities in our initial ramp-up phase.
Within a year from the start of production, Go Green anticipates scaling up its output and generating more demand for its products. At that stage, we also plan to add another product line for residential water treatment.
| Product Line | Average Units Sold Per Month |
| Fuel - Residential Boiler 3/8in | 50 |
| Fuel - Residential Boiler 1/2in | 50 |
| Fuel - Commercial Boiler | 20 |
| Fuel - Diesel Generators | 200 |
| Water - HVAC Cooling Tower | 5 |
| Water - Commercial De-Scaling | 25 |
| Water - Residential Water Treatment | 50 |
After a year of commercializing and manufacturing the above products, we anticipate being able to target other markets and industry verticals to achieve larger scale installations of our fuel and water products amongst our client base.
We plan to target the maritime industry and the locomotive industry as part of our business plans in the long term. There is a great demand for cost savings and reductions in carbon emissions in both of these industries, which we believe we can directly address with our Sonical™ technology in the future.
Industry Overview
We operate in the “green-tech” or “clean-tech” manufacturing space, which is a relatively new, emerging sector. The novel technology that this sector centers around is still limited in use. We believe there are currently few existing competitors in this space, which provides us with a strong path to market.
We believe there has been trending interest in green technology and sustainability both in the public and private sectors and an increasingly expanding market for simple, retrofit devices that can solve certain challenges in the treatment of water and fuel. Particularly in the public sector, there has been significant legislation regarding emissions standards and mandates to address carbon footprint. Private automobiles, small and medium duty trucks, locomotives, maritime vessels, and furnaces for heating of residential and commercial spaces are all examples of technologies which we believe could benefit from the integration of our Sonical™ apparatus.
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Additionally, there has been significant legislation addressing the minimization of chemicals used to treat both potable water and water used in commercial and industrial processes. Residential drinking water, municipal drinking water supplies, swimming pool maintenance, commercial water treatment of HVAC cooling towers, and wastewater treatment are examples of functions that could benefit from the integration of our Sonical™ apparatus.
At just 1% of domestic market penetration across the variety of residential, commercial, and industrial applications for our Sonical™ water and fuel treatment technology, there is potential for over $3 billion in annual gross revenue at full-scale operation and production of our products.[13]
Market and Growth
We believe there is a large, addressable market for our Sonical™ fuel and water treatment technology. We have staggered plans to target various sectors of this market based on our stage of development.
In the early stages of production, we anticipate utilizing our existing distributor networks to cater to the most accessible sectors. As to fuel treatment, we plan to first target (i) consumers in the northeast region of the United States utilizing residential and commercial boilers and (ii) consumers in the diesel generator market in Canada.
According to the U.S. Energy Information Administration’s Short-Term Energy Outlook report, roughly 4.96 million households used heating oil as their main source of space heating fuel, with 82% of those households in the northeast region of the country.[14] According to the same report, households spent an average of $2,094 for the 2022 to 2023 winter season, a 13% increase from the 2021 to 2022 season. With oil prices continuing to rise, we anticipate high consumer demand for a product with a high return on investment in a relatively short timeframe, which can increase fuel efficiency, with the added benefit of decreasing consumer household carbon footprint.
[13] We calculated gross revenue for each product in our water and fuel treatment lines and derived the total annual gross revenue by using the addressable market size of each product (in units of product), approximated from public data sources, multiplied by (i) 1% market penetration and (ii) wholesale pricing based on guided pricing within our existing distributor networks. Below is a list of public data sources which we consulted in arriving at these addressable market sizes:
https://www.edf.org/sites/default/files/documents/EDFMHDVEVFeasibilityReport22jul21.pdf
https://askwonder.com/research/explore-topic-number-diesel-generators-u-s-globally-
npadnargx#:~:text=Based%20on%20the%20understanding%20that,can%20be%20approximated%20at%207.68
https://www.aga.org/natural-gas/affordable/good-for-business/
https://www.eia.gov/energyexplained/heating-oil/use-of-heating-oil.php
https://www.fhwa.dot.gov/policyinformation/statistics/2020/mv1.cfm
https://www.transportation.gov/testimony/state-us-flag-maritime-industry
https://dieselforum.org/rail
https://www.weareteachers.com/how-many-schools-are-in-the-us/
https://www.aha.org/statistics/fast-facts-us-hospitals
https://thesmallbusinessblog.net/restaurant-industry-statistics/
https://www.census.gov/quickfacts/fact/table/US/HSD410221
https://www.ansi.org/standards-news/all-news/2013/04/voluntary-standards-cover-the-spectrum-from-pool-and-spa-efficiency-to-identity-management-30
https://www.transportation.gov/testimony/state-us-flag-maritime-industry
[14] U.S. Energy Information Administration, Short-Term Energy Outlook, Winter Fuels Oulook, Table WFO1, March 2023.
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As to water treatment, we plan to target consumers who use descaling HVAC cooling towers and consumers who struggle with scale buildup in their water systems within the commercial space, including restaurants, fast food chains, and other retailers. According to Forbes, in 2023, a new HVAC system can cost anywhere from $5,000 to $34,000 depending on size. On average, HVAC installations cost around $8,000.[15] HVAC systems must also be regularly maintained and are subject to scale buildup. To eliminate scale, HVAC technicians currently use chemical maintenance programs that are costly and dangerous for human health. If these programs are not executed effectively, scale buildup of just 0.18 of an inch on the fireside of boiler tubes can reduce heat transfer by 69%,[16] which thereby increases fuel consumption and costs.[17] We believe the installation of a Sonical™ unit can lead to cost savings for homeowners and commercial buildings by eliminating the need for chemical descaling programs and decreasing the need for costly repairs and replacements. We anticipate significant demand for our HVAC products, as well as demand for our general descaling product across a variety of industries where descaling is a costly problem.
As our production capabilities grow and we obtain the necessary and desired certifications for our products (including but not limited to UL certification and National Science Foundation water safety certification) within the next year, we plan to expand our business to target the following segments for water treatment: residential potable water treatment, municipal potable water treatment, municipal wastewater treatment, and industrial and commercial wastewater treatment. As to fuel treatment, after our production capabilities grow, we plan to target the automotive, small, and medium duty trucks, locomotive engines, and maritime vessels markets.
To our knowledge, there is currently no product in the residential, commercial, or industrial fuel and water treatment markets utilizing pulse power. Given the lack of competition, we believe it is possible to achieve a 1% to 2% overall market penetration across the variety of potential vertical business niches in the fuel and water treatment space.
In the longer term, we plan to target two other major markets, the maritime industry and the locomotive industry. These markets are currently in need of solutions for reducing carbon emissions and decreasing costs. We believe these markets have great revenue potential and our products can effectively address cost saving and carbon emissions concerns in the future.
The maritime industry currently uses exhaust gas cleaning systems, or “scrubbers,” to decrease its carbon footprint, but this is not a holistic solution. With scrubbers, carbon emissions are redirected from the atmosphere into the aquatic environment, which contributes to rising oceanic temperatures and harms marine ecosystems. Scrubbers are also very expensive, ranging anywhere from $500,000 to $2.5 million to install one per vessel. Go Green can integrate its Sonical™ technology into products geared towards the maritime industry, servicing large and small fleets, including passenger vessels. We believe our Sonical™ products can increase fuel efficiency as well as decrease carbon emissions, a two-fold solution that scrubbers do not provide. The Sonical™ product is also a more affordable solution compared to scrubbers, as they are much simpler to install. We believe our products have the technology that increases fuel efficiency and decrease carbon emissions directly, as opposed to scrubbers, which simply redirect air pollutants. Within the maritime industry, we believe we can also offer water treatment solutions for both potable water usage and wastewater treatment. The installation of the Sonical™ apparatus on fleets are projects of large scale by virtue of the size of maritime vessels, and costs to install our apparatus range from $250,000 to $1 million per installation. We believe these projects offer us significant revenue potential.
[15] Weimert, Kelly. “How Much Does a New HVAC System Cost in 2023?” Forbes, Salaky, Kristin (editor). Last updated July 31, 2023.https://www.forbes.com/home-improvement/hvac/new-hvac-system-cost/#:~:text=The%20price%20of%20a%20new,%248%2C000%2C%20including%20parts%20and%20labor.
[16] As reported by the government of Canada. “Increasing the Energy Efficiency of Boiler and Heater Installations.” Last modified February 17, 2016. https://natural-resources.canada.ca/energy/publications/efficiency/industrial/cipec/6699
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Within the locomotive industry, railway operators are also under significant global pressure to modernize their systems and decrease their overall emissions output. At present, not many solutions are available to address these issues. We believe we can offer our fuel products to locomotive companies across the globe, providing a simple and affordable solution to improve fuel efficiency, increase the lifespan of engine components, and decrease lifetime emissions. Our water treatment products can provide a chemical-free solution to descaling water systems. The installation of our products into locomotive systems are conceivably projects of large scale and earnings associated therewith could significantly increase our overall revenue stream.
Competition
With respect to the water treatment market, there is one known company, Evapco Inc., which offers a similar product to the Sonical™, a descaling device similar to ours called Pulse-Pure. Notably, one of Evapco’s main patents references two past patents of the inventor of our Sonical™ technology.[18] We believe that the Pulse-Pure product has a lower efficiency rate than our products. We believe that the newest generation of the patented Sonical™ technology, with its increased power, can offer customers even more efficient descaling.
With respect to the fuel treatment market, to our knowledge and as of the date of this prospectus, there are no existing competitors that offer fuel efficiency devices utilizing pulsed power technology. In the automobile market, there are other retrofit devices such as the EcoMax Fuel Saver that claim to offer fuel savings, most of these being chip devices that connect to a vehicle’s electronic control unit (“ECU”). The companies launching these products claim that after a consumer drives for a certain number of miles, the chip will be able to read data from the ECU and tune the vehicle’s computer for lower fuel consumption specific to the particular driver’s statistics, such as speed and driving habits, among other things. In our view, there is limited data as to the efficacy of these products. We believe that our Sonical™ technology, when installed directly into a fuel line on a pre-burn location of nearly any fossil-fuel-burning engine, decreases fuel consumption and thereby lifetime emissions. To our knowledge, no market participant has such capabilities.
Intellectual Property
As of the date of this prospectus, we own the following patents:
Patent Number |
Place
of registration |
Title | Owner | Filing date | Publication date |
| US 11,634,344 B2 | United States | Apparatus and method for treating substances using asymmetric-vector electrical fields | Go Green Global Technologies Corp.[19] | September 10, 2021 | April 25, 2023 |
| PCT/US2022/043068 | International[20] | Apparatus and method for treating substances using asymmetric-vector electrical fields | Go Green Global Technologies Corp.[21] | September 9, 2022 | March 16, 2023 |
[18] Patent No. 7,704,364, one of the patents supporting Pulse-Pure, cites two past patents of Mr. Pandolfo, the inventor of our Sonical™ technology. The two patents referenced were for decalcifier descaling devices for water treatment, utilizing variable resonance technology.
[19] The inventor of was Salvatore Mario Pandolfo who previously assigned the patent to us. We were the applicant for this patent.
[20] This patent was filed on the International Patent System, which allows patent holders to seek protection for their intellectual property in its 57 participating countries, which list of countries can be accessed here: https://www.wipo.int/pct/en/pct_contracting_states.html.
[21] The inventor of was Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.
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As of the date of this prospectus, we have the following trademark applications pending:
| Trademark | Place
of registration |
Owner | Class | Filing date |
| [22] |
United States | Go Green Global Technologies Corp.[23] |
009 | April 8, 2021 |
Employees & Human Capital
As of the date of this prospectus, we have two full-time employees, who are our executive officers.
Legal Proceedings
From time to time, we may be involved in legal proceedings arising from the normal course of business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Other than as set forth below, we are not presently a party to any litigation the outcome of which, if determined adversely to us, would in our estimation, have a material adverse effect on our business, operating results, cash flows or financial condition.
Property
We lease and maintain our primary offices at 5 Production Drive, Brookfield, CT 06804, which is a commercial building providing both office and manufacturing spaces. We do not currently own any real estate. Effective April 1, 2022, our lease is month to month at our current location.
Corporate Information
We were incorporated on February 22, 2006, in Nevada. Our principal executive offices are located at 5 Production Drive, Brookfield, CT 06804, and our telephone number is (866) 847-3366. Our website address is www.gogreen-tech.org. The information on, or that can be accessed through, our website is not part of this prospectus.
[22] Goods and services associated with trademark as claimed in application: Scientific fluid treatment apparatus for domestic and industrial use, namely, fluid handling device for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields used for disposable bioprocessing applications and parts and fittings therefor.
[23] The inventor was Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.
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The following table sets forth certain information as of the date of this prospectus about our executive officers and members of our Board of Directors.
| Name | Age | Position | Term of Office | ||
| Danny G. Bishop | 68 | President, Chief Executive Officer, Chief Financial Officer, Director |
July 2019 (President, Chief Executive Officer, Director) August 2022 (Chief Financial Officer) | ||
| Hattie Corrine Couch | 30 | Chief Operating Officer, Director |
June 2022 (Chief Operating Officer) March 2023 (Director) | ||
| John E. D’Alessandro, Jr. | 33 | Director, Director of Manufacturing1 |
January 2018 | ||
| Dennis Beckert | 54 | Director |
November 2023 |
Danny Bishop, Chief Executive Officer and Chief Financial Officer
Dan Bishop has over two decades of healthcare administrative management experience, including an extensive background in marketing strategy and sales. Having received his B.S. in Occupational Therapy from Eastern Michigan University in 1976, Danny went on to have an extensive career in healthcare and hospital management. In these roles, Danny was responsible not only for the care and well-being of patients, but for budgeting, reviewing financial information, reporting to the board of directors of the hospitals he served, and managing the overall success of the programs that he oversaw. Mr. Bishop was also responsible for overseeing several programs within the various hospitals that he worked at, lending him tremendous leadership and managerial experience.
In his former role as manager of outpatient rehabilitation services for a large healthcare group in Toledo, Ohio, Mr. Bishop was responsible for the daily operations of an extensive product line of outpatient therapy products with a $12 million annual budget. This experience, in conjunction with many other roles in which Mr. Bishop was directly involved with in day-to-day operations, imbues Mr. Bishop with the skills to effectively lead and manage a complex business structure.
Over time, Mr. Bishop’s career evolved into one with a sales-oriented focus. After approximately twenty years of healthcare administrative management, Mr. Bishop worked as a consultant for various technology and manufacturing companies, utilizing his extensive connections within the healthcare network to bring sales and relationships to his clients. One such client was us, for which Danny served as National Sales Manager from 2010 to 2013. In this role, Danny sold the original version of Go Green’s proprietary Sonical™ technology nationwide. After this period of success, the Company was unfortunately dormant for some time, but Mr. Bishop returned to us as its Chief Executive Officer and President in 2019 with hopes of leading us back to success. In August of 2022, Mr. Bishop started serving as our Chief Financial Officer. The Board was resolute in its confidence to bring Mr. Bishop into executive management knowing that with his knowledge and passion for our products and his extensive management and leadership experience, he was the right person for the role. Mr. Bishop has never been involved in any legal proceedings and is of upstanding character, suitable for his service on the Board and as a member of executive management.
Hattie Corrine Couch, Chief Operating Officer and Director
Hattie Corrine Couch (Corrine Couch) is our Chief Operating Officer and Director, having served as Chief Operating Officer since June 2022 and Director since March 2023. Ms. Couch is an experienced administrative manager, operations coordinator, and program logistics overseer. She received her B.A. in Political Science from the University of Memphis in 2020, graduating magna cum laude. After, Corrine worked in various campaign management positions for a couple of years, first during her undergraduate years from 2017 to 2018 and then in 2020 to 2021. In her most recent position, which she held from April 2021 to June 2022, prior to joining Go Green, Corrine served as the Senior Administrative Manager for Field Strategies, a top nationwide firm providing electoral campaign management services and civic engagement strategies. In this role, Corrine was responsible for overseeing and executing all day-to-day administrative and operational needs, including payroll, human resources, tax compliance, and internal financial controls. Corrine originally started with Field Strategies as a campaign operations supervisor, with prior experience as a field manager for a variety of public interest campaigns. As a manager, Corrine has demonstrated excellent leadership qualities on a variety of nationwide electoral and issue-based campaigns, applying her experience in managing personnel and executing tasks required to advance the program’s management.
[1] The Director of Manufacturing position is not an executive officer position.
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Prior to her career in campaign management, Corrine worked in the real estate management and multi-family leasing space for approximately 3 years, roles in which she was responsible for a variety of administrative and operational tasks. In these capacities, she was integral to ensuring the overall productivity and success of the businesses in which she was essential to core management. From her combined professional experience over the last 6 years, Corrine has a keen understanding of the inner workings of a company and how best to manage administrative and operational logistics for success.
The Board deemed Corrine a qualified candidate for her role as Chief Operating Officer, and a subsequent Director based upon her extensive experience in administrative and operations management, as well as her capacity to lead and manage personnel effectively. Additionally, Corrine’s unique experience in politics provides the Company with astute knowledge of the inner workings of local, state, and federal government programs from which the Company in its capacity as a manufacturer of green technology devices stands to benefit in the form of grants or pilot programs. Corrine has never been involved in any legal proceedings and is of upstanding character suitable for that of an officer and director.
John Eric D’Alessandro, Jr., Director and Director of Manufacturing
John Eric D’Alessandro, Jr. is our Director and Director of Manufacturing, having served us in these capacities since January of 2018. John Eric is a respected professional with several years of experience in managerial operations, financial oversight, and inventory management in both professional and laboratory settings. He received his B.S. in Microbiology with a minor in Chemistry from Southern Connecticut University in 2016.
From 2014 to 2016, John Eric worked in a cancer research laboratory, where he was responsible for overseeing proper laboratory maintenance and ensuring the success of various projects. In this role, he developed research and development skills, as well as a keen understanding of working in a controlled environment to ensure operational success.
Since 2016, John Eric has served as the owner and manager of a prominent restaurant in the Connecticut area with over $1.2 million in annual sales. In this role, he oversees revenue generation, financial oversight, maintaining the books and records, inventory control, and managing his staff.
Based on both his educational background in the sciences, his experience in laboratory settings, and his business acumen, we determined that John Eric was befitting of his role as a Director, as well as the title of Director of Manufacturing. John Eric has extensive knowledge of our proprietary technology, the Sonical™, in both a scientific context and in the context needed to run our manufacturing operations. He is of upstanding character and has never been involved in any legal proceedings.
Dennis Beckert, Independent Director
Dennis Beckert was appointed to a three-year term as Director in November 2023.
Mr. Beckert received both a M.S. in Accounting and an MBA from Northeastern University in 1996. As the principal of Alpine Advisory Group from 2006 to the present, a consulting firm that provides contract CFO and COO consulting services to manufacturing, service and media companies from startup to $100 million in revenue throughout the US and Europe. Mr. Beckert brings a deep background in financial and operational analysis, cash management and forecasting, and corporate governance.
In 2016, Mr. Beckert contracted with Equities.com, Inc. (“Equities”) to provide CFO services and help manage its transition from the print to the digital news market. In 2018 he was appointed interim CEO of Equities. From 2021 to 2023 he acted as Chief Operating and Chief Financial Officer for ESG News Corp. During his time at Equities and ESG News Corp., Mr. Beckert helped lead both companies to the leading market position in their niche.
Prior to starting Alpine Advisory Group, Mr. Beckert was Controller for a resort, Whiteface Lodge in Lake Placid, from 2004 to 2006 during its period of construction, where he managed a $75 million construction budget and oversaw the implementation of all banking and point-of-sale systems necessary to operate a luxury property. Prior to Whiteface Lodge, Mr. Beckert was the Treasurer of Kaz, Inc. (“Kaz”) from 1999 to 2004, where he managed approximately 50 employees. During his time there, Kaz increased its annual sales from $80 million to over $500 million and opened manufacturing operations in North America, Asia, and Europe. Mr. Beckert began his career in public accounting, working first at a large regional CPA firm before joining PriceWaterhouseCoopers.
We believe Mr. Beckert is well-qualified for his position as Director and has never been involved in any legal proceedings.
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The following summary compensation table provides information regarding the compensation paid to the following individuals for the fiscal year(s) indicated.
Summary Compensation Table
| Name and Principal Position | (Salary $)(1) | ($) Bonus | Stock/Option/RSU Awards ($) | Total ($) | ||||||||||||
| Danny G. Bishop, Chief Executive Officer, Chief Financial Officer, and President (Principal Executive Officer and Principal Financial Officer) | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 24,500 | $ | 0 | $ | 0 | $ | 24,500 | ||||||||
| Fiscal year ending December 31, 2021 | $ | 0 | $ | 0 | $ | 1,500 | (1) | $ | 1,500 | |||||||
| Hattie Corrine Couch, Chief Operating Officer | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 72,000 | $ | 0 | $ | 15,875 | $ | 87,875 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 0 | $ | 0 | $ | 77,500 | (2) | $ | 77,500 | |||||||
| (1) | On April 1, 2021, we awarded Mr. Bishop 1,500,000 shares of Common Stock valued at 1,500, this includes the compensation for such individual’s services in all capacities within the Company, including as an executive director and Director of the Board, for the fiscal year indicated. |
| (2) | We awarded Ms. Couch 450,000 shares of Common Stock for her service as Chief Operating Officer in the fiscal year ending December 31, 2022. In this fiscal year, we additionally issued 400,000 shares of Common Stock valued at $60,000 to Ms. Couch, but prior to serving as Chief Operating Officer and Director and not as compensation for her services in these capacities. |
Board Compensation
The following summary compensation table provides information regarding the compensation paid to the following individuals for the fiscal year(s) indicated.
Summary Compensation Table
| Name and Principal Position | (Salary $)(1) | ($) Bonus | Stock/Option/RSU Awards ($) | Total ($) | ||||||||||||
| Danny G. Bishop, Director | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 24,500 | $ | 0 | $ | 0 | $ | 24,500 | ||||||||
| Fiscal year ending December 31, 2021 | $ | 0 | $ | 0 | $ | 1,500 | (1) | $ | 1,500 | |||||||
| Hattie Corrine Couch, Director | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 72,000 | $ | 0 | $ | 15,875 | $ | 87,875 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 0 | $ | 0 | 77,500 | (2) | $ | 77,500 | ||||||||
| John E. D’Alessandro, Jr., Director | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 3,000 | $ | 0 | $ | 0 | $ | 3,000 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Fiscal year ending December 31, 2021 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Dennis Beckert, Director | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 0 | $ | 0 | $ | 4,200 | $ | 4,200 | ||||||||
| (1) | On April 1, 2021, we awarded Mr. Bishop 1,500,000 shares of Common Stock valued at 1,500, This includes the compensation for such individual’s services in all capacities within the Company, including as an executive director and Director of the Board, for the fiscal year indicated. |
| (2) | We awarded Ms. Couch 450,000 shares of Common Stock for her services as Chief Operating Officer in the fiscal year ending December 31, 2022. In this fiscal year, we additionally issued 400,000 shares of Common Stock valued at $60,000 to Ms. Couch, but prior to serving as Chief Operating Officer and Director and not as compensation for her services in these capacities. |
| (3) | We issued John E. D’Alessandro, Jr. 750,000 shares of Common Stock for his services as Director, at a price of $0.001 per share. |
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Each Selling Shareholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares on the OTC Pink or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| · | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| · | privately negotiated transactions; | |
| · | settlement of short sales; | |
| · | in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per share; | |
| · | through the writing or settlement of options or other hedging transactions; | |
| · | a combination of any such methods of sale; or | |
| · | any other method permitted pursuant to applicable law. |
The Selling Shareholders may also sell securities under Rule 144 (“Rule 144”) or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the Shares, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed us that he, she, or it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We will bear the costs incurred in connection with the registration of the Shares.
The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 or any other rule of similar effect. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 18, 2024 with respect to the holdings of (1) each natural or legal person who is the beneficial owner of more than 5% of our voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.
Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of our voting stock over which a natural or legal person exercises sole or shared voting or investment power, or of which such person has a right to acquire ownership at any time within 60 days of January 18, 2024. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on 118,716,241 shares of Common Stock issued and outstanding on January 18, 2024, on a fully diluted basis. Common Stock subject to convertible securities which are currently exercisable or exercisable within 60 days of January 18, 2024 are deemed to be outstanding for the purpose of computing the percentage ownership of any natural or legal person or group.
To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.
| Name and Address of Beneficial Owner(1) |
Title | Beneficially Owned Before Offering(2) |
Beneficially Owned After Offering(2) |
Percent of Class Before Offering(3) |
Percent of Class After Offering(3) |
||||||
| Officers and Directors | |||||||||||
| Hattie Corrine Couch | Chief Operating Officer, Director | 987,500 | 987,500 | 0.83% | 0.83% | ||||||
| Danny G. Bishop | President, Chief Executive Officer, Chief Financial Officer, and Director |
|
2,540,000 | 2,040,000 | 2.14% | 1.72% | |||||
| John Eric D’Alessandro, Jr. | Director; Director of Manufacturing | 2,374,250 | 2,374,250 | 2.00% | 2.00% | ||||||
| Dennis Beckert | Director | 65,000 | 65,000 | 0.05% | 0.05% | ||||||
| Officers and Directors as a Group (total of 3 persons) | 5,966,750 | 5,466,750 | 5.02% | 4.60% | |||||||
| 5%+ Stockholders | |||||||||||
| John D’Alessandro, Sr. | 7,500,000 | 7,500,000 | 6.32% | 6.32% | |||||||
| Salvatore Mario Pandolfo | 8,000,000 | 8,000,000 | 6.74% | 6.74% | |||||||
| David Zevetchin | 7,212,500 | 5,212,500 | 6.09% | 4.39% | |||||||
| Joseph Zizzadoro | 6,150,000 | 4,150,000 | 5.18% | 3.49% |
| (1) | Unless otherwise indicated, the principal address of our named directors, officers, and 5% shareholders is c/o 5 Production Drive, Brookfield, CT 060804. |
| (2) | Number indicated is on a fully diluted basis. |
| (3) | Percentage is on a fully diluted basis and rounded to the nearest hundredth digit. |
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The Shares being offered by the Selling Shareholders are those previously issued to the Selling Shareholders, and those issuable to the Selling Shareholders, upon exercise of their respective warrants. We are registering the Shares in order to permit the Selling Shareholders to offer the shares for resale from time to time. Except as disclosed in “Certain Relationships and Related Party Transactions” for the applicable Selling Shareholders, the other Selling Shareholders have not had any material relationship with us within the past three years.
The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Shareholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Shareholder, based on its ownership of the shares of Common Stock and warrants, as of January 18, 2024, assuming exercise of the warrants held by the Selling Shareholders on January 18, 2024, without regard to any limitations on exercises.
The third column lists the shares of Common Stock being offered by this prospectus by the Selling Shareholders.
This prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Shareholders in the described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination, without regard to any limitations on the exercise of the warrants.
The fourth column assumes the sale of all of the shares offered by the Selling Shareholders pursuant to this prospectus.
Under the terms of the warrants and other warrants held by Selling Shareholders, a Selling Shareholder may not exercise any such warrants to the extent such exercise would cause such Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
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| Name of Selling Shareholder | Number of Shares Owned Prior to Offering | Maximum Number of Shares to Be Sold Pursuant to this Prospectus | Number of Shares Owned After Offering | Percentage of Beneficial Ownership After Offering(1)(2) | ||||||||||||
| AJB Capital Investments LLC | 14,576,923 | (4) | 14,576,923 | (4) | 0 | 0.00% | ||||||||||
| Jeffrey Morfit | 3,971,818 | (5) | 3,478,000 | (5) | 493,818 | 0.42% | ||||||||||
| Ryan Ebner | 4,845,333 | (5)(8) | 2,162,000 | (5) | 2,683,333 | 2.26% | ||||||||||
| David Zevetchin | 7,212,500 | 2,000,000 | (7) | 5,212,500 | 4.39% | |||||||||||
| Joseph Zizzadoro | 6,150,000 | 2,000,000 | (7) | 4,150,000 | 3.50% | |||||||||||
| Ryan Hanavan | 1,510,455 | (5) | 1,410,000 | (5) | 100,455 | 0.07% | ||||||||||
| Michael Squitieri | 1,510,455 | (5) | 1,410,000 | (5) | 100,455 | 0.07% | ||||||||||
| Nobadeer Ventures LLC | 2,669,213 | 1,271,213 | (6) | 1,398,000 | 1.72% | |||||||||||
| Advisory Group Equity Services, Ltd., d/b/a Trust |
||||||||||||||||
| Capital Markets (“AGES”) | 1,024,364 | (7) | 940,000 | 84,364 | 0.07% | |||||||||||
| Erwin Vahlsing, Jr. | 1,800,000 | (8) | 225,000 | (8) | 1,575,000 | 1.33% | ||||||||||
| Danny G. Bishop | 2,540,000 | 500,000 | (6) | 2,040,000 | 1.72% | |||||||||||
| Alexandra Vino | 200,000 | (6) | 200,000 | (6) | 0 | 0.00% | ||||||||||
| Michael Morfit | 180,000 | (6) | 180,000 | (6) | 0 | 0.00% | ||||||||||
| Mike Casson | 100,000 | (7) | 100,000 | (7) | 0 | 0.00% | ||||||||||
______________________
| (1) | Number indicated is on a fully diluted basis, rounded to the nearest hundredth digit. |
| (2) | Percentage ownership indicated is on a fully diluted basis. |
| (3) | This number assumes the sale of the maximum amount of the Selling Shareholder’s shares to be sold pursuant to this prospectus. |
| (4) | Includes (i) the Outstanding AJB Shares (3,076,923 shares of Common Stock) previously issued to AJB Capital in the 2022 Bridge Financing, (ii) 2,500,000 shares of Common Stock issuable upon exercise of the 2022 Warrants, and (iii) 9,000,000 shares of Common Stock issuable upon exercise of the 2023 Warrants. |
| (5) | We issued warrants to AGES pursuant to the 2021 Engagement Letter (as defined in Item 15), the Amended 2021 Engagement Letter (as defined in Item 15), and 2022 Engagement Letter (as defined in Item 15) for its financial advisory services to us with respect to certain transactions. In 2023, AGES assigned a certain number of warrants to this Selling Shareholder. This number represents the shares of Common Stock underlying the warrants issued to this Selling Shareholder. |
(6) (7) |
Represents shares of restricted common stock previously issued to this Selling Shareholder. Represents shares of Common Stock underlying the warrants issued to this Selling Shareholder. |
| (8) | Represents shares of Common Stock underlying the warrants and restricted common stock previously issued to this Selling Shareholder. |
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On December 31, 2023, we issued 20,000 shares of Common Stock to Dennis Beckert, an independent Director on the Board of Directors, pursuant to his Director Agreement with us. The shares were issued at a price of $0.10, for a total purchase price of $2,000.
On November 30, 2023, we issued 20,000 shares of Common Stock to Dennis Beckert, an independent Director on the Board of Directors, as per his agreement as Director. The shares were issued at a price of $0.11, for a total purchase price of $2,200.
On November 17, 2023, we issued 125,000 shares of Common Stock to Hattie Corrine Couch, our Chief Operating Officer and Director, pursuant to her employment agreement with us as Chief Operating Officer. The shares were issued at a price of $0.11 per share, for a total purchase price of $13,750.
On April 25, 2023, we issued 2,000,000 shares of Common Stock to Salvatore Mario Pandolfo, the inventor of the Company’s primary patent, in connection to the 2023 APA. The shares were issued at a price of $0.12 per share, for a total purchase price of $240,000.
On February 16, 2023, we issued 3,000,000 shares of Common Stock to Salvatore Mario Pandolfo, the inventor of the Company’s primary patent, in connection with the 2023 APA. The shares were issued at a price of $0.12 per share, for a total purchase price of $360,000.
On January 3, 2023 we issued 12,500 shares of Common Stock to Hattie Corrine Couch, our Chief Operating Officer and Director, pursuant to her employment agreement with us as Chief Operating Officer. The shares were issued at a price of $0.17 per share, for a total purchase price of $2,125.
At various times, beginning in 2019, Danny G. Bishop, our current President, Chief Executive Officer, Chief Financial Officer, and Director, paid for certain of our corporate expenses. As of the date of this prospectus, the amount we owe Mr. Bishop for the payments he has made on our behalf is $10,309. This balance is carried as a “demand note payable” in our financial statements, and the outstanding amount carries no interest; by agreement between us and Mr. Bishop, this amount is payable upon demand.
As of the date of this prospectus, we have not had any other related party transactions within the 2023 Fiscal Year, within the meaning of Item 404 of Regulation S-K promulgated under the Securities Act.
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The following description of our securities is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our Articles of Incorporation and our Bylaws.
General
We are authorized to issue two classes of stock. The total number of shares of stock which we are authorized to issue is 150,000,000 shares of capital stock, consisting of 125,000,000 shares of Common Stock, $0.001 par value per share, and 25,000,000 shares of preferred stock, $0.001 par value per share, of which 9,000,000 shares are designated “Series A Preferred Stock” and 5,000,000 shares are designated “Series B Preferred Stock.” As of January 18, 2024, we have (i) 89,188,968 shares of Common Stock, (ii) 4,200,000 shares of Series A Preferred Stock, and (iii) 3,000,000 shares of Series B Preferred Stock issued and outstanding.
Common Stock
The holders of our Common Stock are entitled to the following rights:
Voting Rights. Each share of our Common Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders. Holders of our Common Stock are not entitled to cumulative voting rights with respect to the election of directors.
Dividend Rights. Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that we may decide to issue in the future, holders of our Common Stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of funds legally available therefor.
Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of our Common Stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities, subject to the prior rights of the holders of our preferred stock.
Other Matters. The holders of our Common Stock have no subscription, redemption or conversion privileges. Our Common Stock does not entitle its holders to preemptive rights. All of the outstanding shares of our Common Stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our Common Stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.
Series A Preferred Stock
The holders of our Series A Preferred Stock are entitled to the following rights:
Voting Rights.
Each share of Series A Preferred Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders on an as-converted basis. Holders of the Series A Preferred Stock will vote together with the holders of Common Stock. Holders of our Series A Preferred Stock are not entitled to cumulative voting rights with respect to the election of directors.
Qualified Public Offering or Sale of Substantially All Assets
Each share of Series A Preferred Stock will automatically convert to Common Stock upon a qualified public offering of our Common Stock, based on the size and price of such public offering or a sale of all or substantially all of our assets.
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Reorganizations and Related Transactions
If there is a reorganization, share exchange, sale conveyance, or reclassification, in a transaction or series of related transactions, including where there is a shift in more than 50% of our voting power, each holder of Series A Preferred Stock has the option of converting such holder’s shares into the kind and number of shares of stock and/or other securities, cash or other property that the holder of such share of Series A Preferred Stock would have been entitled to receive if such holder held the Common Stock issuable upon conversion of such share of Series A Preferred Stock immediately prior to the reorganizations, share exchange, sale, conveyance or reclassification.
If there is a merger or consolidation which results in a shift in more than 50% of our voting power, each share of Series A Preferred Stock, after such merger or consolidation, will be convertible at the option of the holder of the Series A Preferred Stock into the kind and number of shares of stock and/or other securities, cash or other property that the holder of such share of Series A Preferred Stock would have been entitled to receive if such holder held the Common Stock issuable upon conversion of such share of Series A Preferred Stock immediately prior to the merger or consolidation which results in a shift in more than 50% of our voting power, in addition to all accrued and unpaid dividends on the shares of Series A Preferred Stock through the conversion.
Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of Series A Preferred Stock are entitled, before any distribution or payment is made upon any holder of Common Stock, to be paid on a pro rata basis the highest of (i) the bid price quoted on the day of liquidation, dissolution, or winding up, (ii) the price paid for such shares of Series A Preferred Stock, and (iii) the price per share established in any merger agreement. Our consolidation or merger with or into any other corporation, corporations or other entity (other than a merger in which we are a survivor and our shareholders prior to such merger own more than a majority of the voting securities of the Company following such merger), a transaction or a series of related transactions in which the shareholders of the Company transfer a majority of our voting securities to any person or a sale, lease or transfer of all or substantially all of our assets constitutes our liquidation, dissolution, or winding up.
Series B Preferred Stock
The holders of our Series B Preferred Stock are entitled to the following rights:
Voting Rights. Each share of Series B Preferred Stock entitles its holder to 20 votes per share for any election or vote placed before our shareholders.
Dividend Rights. Subject to the requirements of the NRS, holders of our Series B Preferred Stock are entitled to receive dividends or other distributions, if any, as may be declared by our Board.
No Conversion Rights. The Series B Preferred Stock, unlike the Series A Preferred Stock, are not convertible into Common Stock.
2022 Bridge Financing
On February 18, 2022, we consummated the 2022 Bridge Financing, pursuant to which we issued a short-term promissory note to AJB Capital (the “2022 AJB Note”) in addition to the 2022 Warrants to AJB Capital in a private placement. Prior to the 2022 Bridge Financing Amendment (as defined below), the 2022 Warrants were initially exercisable for five years from issuance, at an exercise price of $0.20 per share, and were exercisable for, in the aggregate, 1,000,000 shares of Common Stock. AJB Capital, as the holder of the 2022 AJB Note and the 2022 Warrants, was not entitled to exercise any portion thereof, as applicable, if the holder (together with its affiliates) would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2022 AJB Note or 2022 Warrants.
We amended the terms of the 2022 Bridge Financing on March 1, 2023 (such amendment, the “2022 Bridge Financing Amendment”). Pursuant to the 2022 Bridge Financing Amendment, we entered into that certain Amendment to Promissory Note with AJB, dated March 1, 2023 (the “2022 AJB Note Amendment”), which, amongst other things, (i) extended the maturity date of the 2022 AJB Note and (ii) provided for our payment of $150,000 of the aggregate principal and interest due on the 2022 AJB Note by a date certain specified within the 2022 AJB Note Amendment, and (iii) waived certain events of default under the 2022 AJB Note. We also entered into that certain Amended and Restated Common Stock Purchase Warrant with AJB dated March 1, 2023, which changed the exercise price of the 2022 Warrants to $0.01 and the aggregate number of shares of Common Stock underlying the 2022 Warrants to 2,500,000.
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Our aggregate gross proceeds from the 2022 Bridge Financing were $270,000. We repaid the 2022 AJB Note in full on March 30, 2023.
2023 Bridge Financing
On May 5, 2023, we consummated our 2023 Bridge Financing round, pursuant to which we issued a short-term promissory note to AJB Capital in addition to the 2023 Warrants in a private placement. The 2023 AJB Note was only convertible, at the option of AJB Capital, in part or in full, upon an event of default, as defined therein. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full, at an exercise price of $0.001 per share of Common Stock and are eligible for a cashless exercise at the option of the holder.
AJB Capital, as the holder of the 2023 AJB Note and the 2023 Warrants, was not entitled to exercise any portion thereof, as applicable, if the holder (together with its affiliates) would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2022 AJB Note or 2022 Warrants.
Our aggregate gross proceeds from the 2023 Bridge Financing were $300,000. As of September 30, 2023, the amount outstanding on the 2023 AJB Note was $300,000. The 2023 AJB Note has a six-month term, subject to extension at our option. The 2023 AJB Note was extended in November 2023. The next maturity date is in May 2024.
Additional Warrants Issuances
Warrants issued to AGES
We previously entered into that certain TCM Proposed Offering Engagement Letter dated December 23, 2021 with AGES (the “2021 Engagement Letter”) to act as our non-exclusive financial advisor with respect to certain business transactions and capital raises (each, a “Proposed Offering”). Pursuant to the 2021 Engagement Letter’s financial advisory payment provision, we issued multiple warrants from 2022 to 2023 as partial consideration for AGES’s services. Each of these warrants had a five-year exercise period after issuance and an exercise price of $0.055 per share of Common Stock underlying each warrant. The number of shares of Common Stock underlying these warrants issued pursuant to this financial advisory payment provision totaled 2,700,000.
The 2021 Engagement Letter’s warrant compensation provision also stipulated that we were to issue common stock purchase warrants with underlying shares of Common Stock equal to 4% of the total number of shares of Common Stock sold in a Proposed Offering (the “Fee Warrants”). Pursuant to this warrant compensation provision, in 2022 we issued to AGES several warrants with a five-year exercise period and an exercise price of $0.055 per share of Common Stock underlying each warrant, which warrants covered, in the aggregate, 327,273 shares of Common Stock.
We entered into that certain TCM Proposed Offering Engagement Letter dated May 4, 2022 with AGES (the “2022 Engagement Letter”), which provided for, among other things, AGES’s serving as financial advisor to our future merger and acquisitions transactions and customer relationships. The financial advisory payment provision of the 2022 Engagement Letter stipulated that we would issue warrants to AGES with five-year exercise periods, and with exercise prices of $0.055 per share of Common Stock. The number of shares of Common Stock underlying the warrants we issued pursuant to this payment provision totaled 2,200,000.
We entered into that certain TCM Proposed Offering Engagement Letter dated September 20, 2022 with AGES (the “Amended 2021 Engagement Letter”), which amended certain terms of the 2021 Engagement Letter. Pursuant to the Amended 2021 Engagement Letter, among other things, we would additionally issue to AGES warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.055 per share.
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We entered into that certain Engagement Letter Amendment dated February 22, 2023 with AGES (the “Second Amended 2021 Engagement Letter,” and, together with the 2021 Engagement Letter, the Amended 2021 Engagement Letter, and the 2022 Engagement Letter, the “Engagement Letters”), which amended certain terms of the 2021 Engagement Letter. Pursuant to the Second Amended 2021 Engagement Letter, among other things, and in addition to those warrants we agreed to issue pursuant to the 2021 Engagement Letter and Amended 2021 Engagement Letter, we would issue to AGES an increased number of warrants to purchase 3,000,000 shares of Common Stock at an exercise price of $0.055 per share. The aggregate number of shares of Common Stock underlying the warrants to be issued pursuant to the Engagement Letters (excluding the Fee Warrants) and which are being registered pursuant to this registration statement (the “AGES Warrants”) is 9,400,000.
In 2023, AGES assigned a certain number of warrants issued pursuant to the Engagement Letters to those Selling Shareholders identified in the “Selling Shareholders” section.
Warrants issued to Erwin Vahlsing, Jr.
The Additional Warrants consist also of warrants issued to Erwin Vahlsing, Jr., in connection with his separation agreement with us. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 250,000.
On November 1, 2022, we issued a warrant to Erwin Vahlsing, Jr. for prior services rendered to us in his former positions as our Director and Chief Financial Officer. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.
Anti-Takeover Effects of Nevada Law and the Articles of Incorporation and Bylaws
Certain provisions of our Articles of Incorporation and Bylaws, and certain provisions of the Nevada Revised Statutes (the “NRS”) could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to the Articles of Incorporation and the Bylaws and the relevant provisions of the NRS.
Authorized but Unissued Shares
Our authorized but unissued shares of Common Stock and preferred stock are available for future issuance. These additional shares may be used for a variety of corporate finance transactions, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Our authorized capital includes “blank check” preferred stock. Our Board has the authority to issue preferred stock in one or more classes or series and determine the price, designation, rights, preferences, privileges, restrictions, and conditions, including voting and dividend rights, of those shares without any further vote or action by shareholders. The rights of the holders of Common Stock will be subject to and may be adversely affected by the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of Common Stock of a premium that they might otherwise realize in connection with a proposed acquisition of our Company.
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Action by Written Consent
Our Bylaws provide that any action required or permitted to be taken at a meeting of our shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by shareholders of all outstanding shares entitled to vote on the applicable matter.
Special Meetings
Our Bylaws provide that a special meeting of shareholders may only be called by the Board, the Chairman of the Board, or President, and shall be called by the Board upon written request of the holders of a majority of our outstanding shares entitled to vote at the meeting requested to be called. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the special meeting.
Board Vacancies
Our Bylaws provide that a vacancy on our Board, other than one created by the removal of Directors by shareholders, may be filled by a majority vote of the Directors then in office, even if less than a quorum exists. Vacancies created by the removal of Directors by shareholders shall be filled by the shareholders. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of such Director’s predecessor.
Removal of Directors
Our Bylaws provide that any Director may be removed either with or without cause by vote of the shareholders, and for cause by action of the Board.
Right to Alter, Amend or Repeal Bylaws
Our Bylaws provide that they may be adopted, amended or repealed by vote of the shareholders then entitled to vote in the election of Directors. The Bylaws may also be adopted, amended or repealed by the Board, but any Bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon.
Indemnification of Officers and Directors
According to Nevada law, our Directors and executive officers may be individually liable for damages resulting from their act or failure to act in their respective capacities if i) the presumption is rebutted that they act in good faith, on an informed basis and with a view to the interests of the corporation, and ii) the Director or executive officer’s act or failure to act constituted a breach of his or her fiduciary duties as a Director or officer; and such breach involved intentional misconduct, fraud or a knowing violation of law.
Under Nevada law, we may generally indemnify a director or officer against liability incurred in a proceeding if he or she acted in good faith and believed that his or her conduct was in our best interest and that he or she had no reason to believe his or her conduct was unlawful. We may not indemnify a Director or officer if the person was adjudged liable to us or in the event it is adjudicated that the Director or officer received an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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Nevada Anti-Takeover Statutes
The NRS contains provisions restricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the NRS, except under certain circumstances, business combinations with interested shareholders are not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition, the NRS generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation” held by an “acquiring person,” unless such voting rights are conferred by a majority vote of the disinterested shareholders. “Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person. An “issuing corporation” is a corporation organized in Nevada that has two hundred or more shareholders, at least one hundred of who are shareholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation. The NRS also permits directors to resist a change or potential change in control of the corporation if the directors determine that the change or potential change is opposed to or not in the best interest of the corporation.
Transfer Agent and Registrar
Our transfer agent and registrar is Direct Transfer LLC, located at One Glenwood Avenue, Suite 1001, Raleigh, NC 27603. Direct Transfer LLC’s telephone number is (919) 744-2722.
OTC Pink
Our Common Stock is listed on the OTC Pink under the symbol “GOGR.”
Penny Stock Regulation
The SEC has adopted regulations that generally define “penny stock” to be any equity security that has a market price of less than five dollars ($5.00) per share or an exercise price of less than five dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following this offering may be subject to such penny stock rules, purchasers in this offering will in all likelihood find it more difficult to sell their Common Stock in the secondary market.
Dividend Policy
To date, we have never declared a dividend on our capital stock. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
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RBSM LLP, an independent registered public accounting firm, audited our financial statements for the years ended December 31, 2022 and December 31, 2021. Its auditor’s report dated February 1, 2024 includes an explanatory paragraph as to the Company’s ability to continue as a going concern. We have included our financial statements with its reports in this prospectus and elsewhere in the registration statement in reliance on the reports of, given its authority as experts in accounting and auditing.
Certain legal matters with respect to the validity of the securities being offered by this prospectus will be passed upon by Sichenzia Ross Ference Carmel LLP, New York, New York. As of January 18, 2024, Sichenzia Ross Ference Carmel LLP owns 948,182 shares of our Common Stock.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the securities that we are offering under this prospectus. It is important for you to read and consider all of the information contained in the registration statement and you should refer to our registration statement and its exhibits for further information.
Our SEC filings are available to the public over the internet at the SEC’s web site at http://www.sec.gov, the contents of which are not a part of this prospectus.
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Item 3. Index to Financial Statements
Index to Interim Financial Statements
Index to Annual Financial Statements
| F-1 |
Interim Financial Statements
GO GREEN GLOBAL TECHNOLOGIES CORP
For the Periods
Ended September 30, 2023 and 2022
| F-2 |
Go Green Global Technologies Corp.
| September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 232 | $ | 1,072 | ||||
| Prepaid expenses | – | 3,599 | ||||||
| Total current assets | 232 | 4,671 | ||||||
| Fixed assets, net | 6,593 | 8,567 | ||||||
| Other assets: | ||||||||
| Deposits | 6,000 | 6,000 | ||||||
| Total other assets | 6,000 | 6,000 | ||||||
| Total assets | $ | 12,825 | $ | 19,238 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 546,554 | $ | 539,920 | ||||
| Accrued interest | 27,740 | 6,032 | ||||||
| Accrued expenses | 89,500 | 89,500 | ||||||
| Notes payable (Net of debt discount of $95,494 and $0, respectively) | 711,031 | 450,000 | ||||||
| Common stock to be issued | – | 30,500 | ||||||
| Loans from officer | 10,309 | 2,371 | ||||||
| Total current liabilities | 1,385,134 | 1,118,323 | ||||||
| Total long-term liabilities | – | – | ||||||
| Total liabilities | 1,385,134 | 1,118,323 | ||||||
| Commitments and contingencies (see Note 11) | – | – | ||||||
| Stockholders’ deficit | ||||||||
| Preferred shares, $0.001 par value, 25,000,000 shares authorized, 11,000,000 and 11,000,000 shares undesignated as of September 30, 2023 and December 31, 2022, respectively | – | – | ||||||
| Series A Convertible Preferred Stock, $0.001 par value, 9,000,000 shares designated; 4,200,000 and 5,176,000 shares issued and outstanding, respectively | 4,200 | 5,176 | ||||||
| Series B Preferred Stock, $0.001 par value, 5,000,000 shares designated; 3,000,000 and 3,000,000 shares issued and outstanding, respectively | 3,000 | 3,000 | ||||||
| Common stock, $0.001 par value, authorized - 125,000,000 authorized 86,060,590 and 72,644,160 shares issued and outstanding, respectively | 86,061 | 72,644 | ||||||
| Additional paid-in capital | 6,817,430 | 4,543,230 | ||||||
| Accumulated deficit | (8,283,000 | ) | (5,723,135 | ) | ||||
| Total stockholders' deficit | (1,372,309 | ) | (1,099,085 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 12,825 | $ | 19,238 | ||||
See accompanying notes to the condensed unaudited financial statements
| F-3 |
Go Green Global Technologies Corp.
Condensed Statements of Operations
(Unaudited)
| For the Nine Months Ended | ||||||||
| September 30, 2023 | September 30, 2022 | |||||||
| Operating expenses: | ||||||||
| General and administrative | $ | 385,354 | $ | 1,777,398 | ||||
| Research and developments | 625,000 | – | ||||||
| Depreciation and amortization | 2,016 | 8,576 | ||||||
| Total operating expenses | 1,012,370 | 1,785,974 | ||||||
| Loss from operations | (1,012,370 | ) | (1,785,974 | ) | ||||
| Other (Expense) / Income: | ||||||||
| Interest expense | (1,427,495 | ) | (242,042 | ) | ||||
| Gain (loss) on debt settlements | (120,000 | ) | 1,423,023 | |||||
| Total other (expenses) income | (1,547,495 | ) | 1,180,981 | |||||
| Provision for income taxes | – | – | ||||||
| Net loss applicable to shareholders | $ | (2,559,865 | ) | $ | (604,993 | ) | ||
| Per share data | ||||||||
| Net loss per share - basic and diluted | $ | (0.03 | ) | $ | (0.01 | ) | ||
| Weighted average number of | ||||||||
| shares outstanding- basic and diluted | 77,521,969 | 64,741,259 | ||||||
See accompanying notes to the condensed unaudited financial statements
| F-4 |
Go Green Global Technologies Corp.
Condensed Statement of Changes in Stockholders' Deficit
(Unaudited)
| Preferred Series A - Par $0.001 | Preferred Series B - Par $0.001 | Common Stock - Par $0.001 | Additional Paid-In | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance, January 1, 2022 | 5,176,000 | $ | 5,176 | 5,000,000 | $ | 5,000 | 59,729,358 | $ | 59,729 | $ | 2,062,076 | $ | (4,579,791 | ) | $ | (2,447,810 | ) | |||||||||||||||||||
| Issuance of common stock and warrants in connection with AJB debt | – | – | – | – | 3,076,923 | 3,077 | 173,982 | – | 177,059 | |||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | – | – | 100,000 | 100 | 14,900 | – | 15,000 | |||||||||||||||||||||||||||
| Common stock warrants issued for services | – | – | – | – | – | – | 392,068 | – | 392,068 | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | (619,544 | ) | (619,544 | ) | |||||||||||||||||||||||||
| Balance, March 31, 2022 | 5,176,000 | 5,176 | 5,000,000 | 5,000 | 62,906,281 | 62,906 | 2,643,026 | (5,199,335 | ) | (2,483,227 | ) | |||||||||||||||||||||||||
| Cancellation of shares returned by shareholders | – | – | – | – | (2,050,000 | ) | (2,050 | ) | 2,050 | – | – | |||||||||||||||||||||||||
| Issuance of common stock to settle account payables | – | – | – | – | 50,000 | 50 | 1,950 | – | 2,000 | |||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | – | – | 100,000 | 100 | 14,900 | – | 15,000 | |||||||||||||||||||||||||||
| Common stock issued to vendors for compensation | – | – | – | – | 133,333 | 133 | 9,200 | – | 9,333 | |||||||||||||||||||||||||||
| Common stock issued in connections with convertible debt and notes payable settle and related accrued interest | – | – | – | – | 8,800,000 | 8,800 | 415,188 | – | 423,988 | |||||||||||||||||||||||||||
| Common stock warrants issued for services | – | – | – | – | – | – | 152,270 | – | 152,270 | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | 923,111 | 923,111 | |||||||||||||||||||||||||||
| Balance, June 30, 2022 | 5,176,000 | 5,176 | 5,000,000 | 5,000 | 69,939,614 | 69,940 | 3,238,584 | (4,276,224 | ) | (957,524 | ) | |||||||||||||||||||||||||
| Issuance of common stock in connection with notes payables | – | – | – | – | 50,000 | 50 | 9,450 | – | 9,500 | |||||||||||||||||||||||||||
| Cancellation of shares returned by shareholders | – | – | (2,000,000 | ) | (2,000 | ) | – | – | 2,000 | – | – | |||||||||||||||||||||||||
| Issuance of common stock to settle account payables | – | – | – | – | 800,000 | 800 | 135,200 | – | 136,000 | |||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | – | – | 200,000 | 200 | 29,800 | – | 30,000 | |||||||||||||||||||||||||||
| Common stock issued to vendors for compensation | – | – | – | – | 854,546 | 855 | 48,018 | – | 48,873 | |||||||||||||||||||||||||||
| Common stock warrants issued for services | – | – | – | – | – | – | 751,359 | – | 751,359 | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | (908,560 | ) | (908,560 | ) | |||||||||||||||||||||||||
| Balance, September 30, 2022 | 5,176,000 | $ | 5,176 | 3,000,000 | $ | 3,000 | 71,844,160 | $ | 71,844 | $ | 4,214,411 | $ | (5,184,784 | ) | $ | (890,351 | ) | |||||||||||||||||||
See accompanying notes to the condensed unaudited financial statements
| F-5 |
Go Green Global Technologies Corp.
Condensed Statement of Changes in Stockholders' Deficit
(Unaudited)
| Series A Convertible Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 5,176,000 | $ | 5,176 | 3,000,000 | $ | 3,000 | 72,644,160 | $ | 72,644 | $ | 4,543,230 | $ | (5,723,135 | ) | $ | (1,099,085 | ) | |||||||||||||||||||
| Common stock issued for cash | – | – | – | – | 2,000,000 | 2,000 | 98,000 | – | 100,000 | |||||||||||||||||||||||||||
| Issuance of warrants in connection with AJB Notes | – | – | – | – | – | – | 225,000 | – | 225,000 | |||||||||||||||||||||||||||
| Common stock issued in connection with debt financing | – | – | – | – | 1,500,000 | 1,500 | 201,500 | – | 203,000 | |||||||||||||||||||||||||||
| Common stock issued for acquisition of technology | – | – | – | – | 3,000,000 | 3,000 | 325,850 | – | 328,850 | |||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | – | – | 12,500 | 13 | 1,862 | – | 1,875 | |||||||||||||||||||||||||||
| Common stock issued to vendors for services | – | – | – | – | 3,403 | 3 | 364 | – | 367 | |||||||||||||||||||||||||||
| Common stock issued in connections with debt extinguishment | – | – | – | – | 2,000,000 | 2,000 | 218,000 | – | 220,000 | |||||||||||||||||||||||||||
| Conversion of Series A Convertible Preferred stock into common stock | (180,000 | ) | (180 | ) | – | – | 180,000 | 180 | – | – | – | |||||||||||||||||||||||||
| Cancellation of shares returned by shareholders | – | – | – | – | (5,000,000 | ) | (5,000 | ) | 5,000 | – | – | |||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | (974,626 | ) | (974,626 | ) | |||||||||||||||||||||||||
| Balance, March 31, 2023 | 4,996,000 | 4,996 | 3,000,000 | 3,000 | 76,340,063 | 76,340 | 5,618,806 | (6,697,716 | ) | (994,619 | ) | |||||||||||||||||||||||||
| Issuance of warrants in connection with AJB Notes | – | – | – | – | – | – | 219,375 | – | 219,375 | |||||||||||||||||||||||||||
| Common stock issued in connection with debt financing | – | – | – | – | 2,350,000 | 2,350 | 327,150 | – | 329,500 | |||||||||||||||||||||||||||
| Common stock issued for acquisition of technology | – | – | – | – | 2,000,000 | 2,000 | 138,000 | – | 140,000 | |||||||||||||||||||||||||||
| Common stock issued to vendors for services | – | – | – | – | 5,833 | 6 | 729 | – | 735 | |||||||||||||||||||||||||||
| Conversion of Series A Convertible Preferred stock into common stock | (796,000 | ) | (796 | ) | – | – | 796,000 | 796 | – | – | – | |||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | (681,337 | ) | (681,337 | ) | |||||||||||||||||||||||||
| Balance, June 30, 2023 | 4,200,000 | 4,200 | 3,000,000 | 3,000 | 81,491,896 | 81,492 | 6,304,060 | (7,379,098 | ) | (986,346 | ) | |||||||||||||||||||||||||
| Common stock issued in connection with debt financing | – | – | – | – | 4,160,000 | 4,160 | 417,943 | – | 422,103 | |||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | – | – | 37,500 | 38 | 4,338 | – | 4,376 | |||||||||||||||||||||||||||
| Common stock issued to vendors for services | – | – | – | – | 371,194 | 371 | 43,826 | – | 44,197 | |||||||||||||||||||||||||||
| Common stock warrants issued for services | – | – | – | – | – | – | 47,263 | – | 47,263 | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | (903,902 | ) | (903,902 | ) | |||||||||||||||||||||||||
| Balance, September 30, 2023 | 4,200,000 | $ | 4,200 | 3,000,000 | $ | 3,000 | 86,060,590 | $ | 86,060 | $ | 6,817,430 | $ | (8,283,000 | ) | $ | (1,372,309 | ) | |||||||||||||||||||
See accompanying notes to the condensed unaudited financial statements
| F-6 |
Go Green Global Technologies Corp.
Condensed Statement of Cash Flows
(Unaudited)
| September 30, 2023 | September 30, 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (2,559,865 | ) | $ | (604,993 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 2,016 | 8,576 | ||||||
| Common stock issued for compensation | 6,250 | 60,000 | ||||||
| Common stock issued for acquisition of technology | 468,850 | – | ||||||
| Common stock issued for services | 45,299 | 58,206 | ||||||
| Warrants issued for services | 47,263 | 1,295,697 | ||||||
| Non-cash interest expenses | 1,302,984 | 262,119 | ||||||
| Loss (gain) on debt extinguishment | 120,000 | (1,423,023 | ) | |||||
| Changes in operating asset and liability account balances: | ||||||||
| Prepaid expenses | 3,599 | – | ||||||
| Accrued interest | 21,708 | 27,234 | ||||||
| Due to related parties | 7,938 | 1,165 | ||||||
| Accounts payable and accrued expenses | 6,593 | 118,449 | ||||||
| Total adjustments | 2,032,500 | 408,423 | ||||||
| Net cash used in operating activities | (527,365 | ) | (196,570 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of equipment | – | (13,065 | ) | |||||
| Net cash used in investing activities | – | (13,065 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of shares | 100,000 | – | ||||||
| Proceeds from notes payable | 726,525 | 270,000 | ||||||
| Payments of notes payable | (300,000 | ) | – | |||||
| Payments of convertible notes | – | (62,500 | ) | |||||
| Net cash provided by financing activities | 526,525 | 207,500 | ||||||
| Net decrease in cash | (840 | ) | (2,135 | ) | ||||
| Cash at beginning of period | 1,072 | 2,135 | ||||||
| Cash at end of period | $ | 232 | $ | – | ||||
| Supplemental Schedule of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | 26,050 | $ | 33,096 | ||||
| Cash paid for income taxes | $ | – | $ | – | ||||
| Supplemental Schedules of Noncash Investing and Financing Activities: | ||||||||
| Conversion of Preferred A shares into Common shares | $ | 976 | $ | – | ||||
| Extinguishment of debt and accrued interest into common stock | $ | 220,000 | $ | 423,988 | ||||
| Common stock issued to settle accounts payable | $ | – | $ | 138,000 | ||||
| Cancellation of shares returned by shareholders | $ | – | $ | 2,000 | ||||
| Issuance of stock in connection with the promissory notes | $ | 954,603 | $ | 177,059 | ||||
| Issuance of warrants in connection with AJB debt | $ | 444,375 | $ | – | ||||
| Common stock to be issued in prior period, issued during the period | $ | 30,500 | $ | 248,600 | ||||
See accompanying notes to the condensed unaudited financial statements
| F-7 |
Go Green Global Technologies Corp.
Notes to the Condensed Unaudited Financial Statements for the
Periods Ended September 30, 2023 and 2022
NOTE 1 - ORGANIZATION AND OPERATIONS
Go Green Global Technologies Corp. (OTC Pink: GOGR) is a Nevada corporation originally incorporated in February 2006 under the name Photomatica, Inc.
Go Green Global Technologies Corp. (the “Company”) is an innovative publicly traded U.S. company that provides proprietary disruptive technology for use in the water and fuel industries of both commercial and consumer segments of these markets. Solutions are provided worldwide utilizing the proprietary Sonical™ process for both non-chemical water treatment and fuel combustion applications which including industrial, automotive, transportation, maritime and railway industries. The Company is a pioneer and leader in the emerging Pulsed Power technology sector. Since inception, the Company has focused on technologies that lead to a cleaner and more efficient planet.
Going Concern Basis of Accounting
As reflected in the financial statements, the Company has an accumulated deficit balance of $8,283,000 as of September 30,2023, has suffered significant net losses and negative cash flows from operations and has limited working capital. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future technologies. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financials were issued.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty.
Uncertainty Due to Geopolitical Events
The ongoing Israel-Hamas war which began in October 2023 has precipitated ongoing conflict between the two parties and has enveloped the Middle East region in unrest. This conflict has extended to the Persian Gulf where increasing attacks on international shipping have caused worldwide concern due to its potential economic impact due to supply chain concerns. These recent events coupled with Russia’s invasion of Ukraine, which began in February 2022, resulting in sanctions and other actions against Russia and Belarus, have created uncertainty and disruption in the global economy. Although neither of the aforementioned conflicts have had a material adverse impact on the Company’s financial results for the year ended December 31, 2022, and none for the months ended September 30, 2023, at this time the Company is unable to fully assess the aggregate impact that both conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the wars, their effect on the economy, their impact to the business of the Company’s, and actions that may be taken by governmental authorities related to these conflicts.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Operating results for the nine-month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
| F-8 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk in cash.
Prepaid Expense
Prepaid expenses consist primarily of short-term prepaid expenditures or deposits that will be amortized one year.
Leases
The Company determines if an arrangement contains a lease at inception. Leases are included in lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet.
Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of September 30, 2023 and December 31, 2022, the Company did not have leases that qualified as right of use assets.
Income Taxes
In accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), the Company recognizes deferred tax assets and liabilities for the expected future tax consequences or events that have been included in our financial statements and/or tax returns. Deferred tax assets and liabilities are based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. No income tax liability was recorded as of September 30, 2023 and December 31, 2022.
| F-9 |
Segment Information
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.
Research and Development
The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the consolidated financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
Warrants
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of September 30, 2023 and December 31, 2022, all outstanding warrants granted were classified as equity being the fixed exercise price.
Net loss per Common share
Basic loss per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents in amounts of 28,752,759 and 17,784,991 were excluded from the computation of diluted earnings per share for the periods ended September 30, 2023 and 2022, respectively, because their effects would have been anti-dilutive.
| September 30, 2023 | September 30, 2022 | |||||||
| Warrants | 24,552,729 | 12,608,991 | ||||||
| Series A convertible preferred stock | 4,200,000 | 5,176,000 | ||||||
| Total | 28,752,729 | 17,784,991 | ||||||
Related Party Transactions
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party.
The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company.
| F-10 |
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of September 30, 2023, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The was no derivative liability as of September 30, 2023 and December 31, 2022.
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards.
ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount.
ASC 815 “Derivatives and Hedging” generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “the Meaning of “Conventional Convertible Debt Instrument”.
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The guidance in Accounting Standards Update (“ASU”) 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It will apply to trade receivables, loans, and held-to-maturity debt securities. Entities will be required to estimate lifetime expected credit losses. This may result in earlier recognition of credit losses. In November 2019 the FASB issued ASU No. 2019-10, which delays this standard’s effective date for SEC smaller reporting companies to the fiscal years beginning on or after December 15, 2022. The Company determined that this update had no material impact on the financial statements upon adoption on January 1, 2023.
| F-11 |
In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): The amendments in the update make targeted improvements to the optional hedge accounting model with the objective of improving hedge accounting to better portray the economic results in a Company’s financial statements. Prior to the issuance of the amendments in Update 2017-12, companies struggled with achieving fair value hedge accounting for interest rate risk hedges of portfolios of prepayable financial assets. The amendments in this update will apply to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company determined that this update had no material impact on the financial statements upon adoption on January 1, 2023.
NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.
NOTE 4 – NOTES PAYABLE
AJB 2022 and 2023 Notes
On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”). The aggregate gross proceeds for the sale of the Notes, Warrants and commitment fee shares was $270,000.
The AJB 2022 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on August 18, 2022. The note maturity term was further extended to February 18, 2023. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. Any amount of principal or Interest on this AJB 2022 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2022 Note into fully paid and non-assessable shares of common stock at the conversion price as defined per note agreement. The note was secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2022 Note.
During the period ended September 30, 2022, the Company recorded interest expense on the AJB 2022 Note of approximately $238,482 consisting of interest paid of 30,750, accrued interest of approximately $3,750, accretion of original issued debt discount of $173,982 and originally issued discount of $30,000.
| F-12 |
The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2022 Warrants were valued as of February 18, 2022 using the Black Scholes Model with assumptions disclosed within Note 9.
The Company accounted for the 2022 AJB Note, the 2022 AJB Warrants, and the AJB Commitment Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB Commitment Shares and the AJB 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB Commitment Shares and the AJB 2022 Warrants were $134,384 and $42,675, respectively, and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2022 Note of $96,018 was allocated as short-term liabilities in the accompanying financial statements. The related debt issuance costs $177,059 in aggregate were amortized over the initial term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2022. As of December 31, 2022, the net carrying amount of the 2022 AJB Note was $300,000 and accrued interest of $3,750.
On March 1, 2023 The Company entered into agreement with AJB to amend the AJB 2022 Note extending the maturity date to March 13, 2023. As a consideration, the Company issued additional 1,500,000 common stock warrants (the “Amended AJB 2023 Warrant”) that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrant were valued as of March 1, 2023 using the Black Scholes Model with assumptions disclosed within Note 9. The related debt issuance costs $225,000 in aggregate were amortized over the initial term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2023.
The AJB 2022 Note and related accrued interest totaling $314,500 was repaid in full on March 9, 2023.
On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants). The aggregate gross proceeds for the sale of the AJB 2023 Note and AJB 2023 Warrants was $270,000.
The AJB 2023 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on November 5, 2023. The note maturity term was further extended to May 5, 2024 increasing the interest rate to 15% upon the extension date. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. Any amount of principal or Interest on this AJB 2023 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2023 Note into fully paid and non-assessable shares of common stock at the conversion price as defined per note agreement. The note was secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2023 Note.
The AJB 2023 warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023 using the Black Scholes Model with assumptions disclosed within Note 9.
The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
| F-13 |
The allocated value of the AJB 2023 Warrants were $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2023. As of September 30, 2023, the net carrying amount of the 2023 AJB Note was $204,506, net of debt discount of $95,494.
During the period ended September 30, 2023, the Company recorded interest expense on the AJB 2023 Note of approximately $172,431 consisting of interest paid of 8,050, accrued interest of approximately $3,000, accretion of debt discount of $161,381.
January 2023 Note
On January 31, 2023 the Company entered into a promissory unsecured loan agreement for $50,000 (the “January 2023 Note”). The January 2023 Note bears interest at ten percent (10%) per annum and had an initial maturity of 60 days. In addition, the Company issued a lender 150,000 shares of Company’s common stocks. The allocated value of such shares was $18,000 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2023. During the periods ended September 30, 2023 the Company entered into number of amendments to January 2023 Note extending the maturity date to December 31, 2023 and borrowing additional $17,525 that was added to the outstanding principal of January 2023 Note. In accordance with these amendments, the Company issued a lender in aggregate of 1,410,000 common stock shares valued at $151,400. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended September 30, 2023. As of September 30, 2023, the net carrying amount of the January 2023 Note was $67,525.
The Company is currently negotiating with the lender to potentially convert the January 2023 Note to common shares in forbearance of repaying the principal.
January and March 2023 Notes
On January 12, 2023 the Company entered into a promissory unsecured loan agreement for $50,000 with the lender with additional $150,000 promissory unsecured loan issued with the same lender on March 6, 2023 (together the “January and March 2023 Notes”). The January 2023 Note bears interest at ten percent, (10%), and the January 2023 and March 2023 Notes had an initial maturity of 45 days and 30 days, respectively. In addition, the Company issued a lender 375,000 shares of Company’s common stocks. The allocated value of such shares was $44,655 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. During the period ended September 30, 2023 the Company entered into number of amendments to January and March 2023 Notes extending the maturity date to January 10, 2024 and January 12, 2024, respectively. In accordance with these amendments, the Company issued a lender in aggregate of 3,375,000 common stock shares valued at $378,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended September 30, 2023. As of September 30, 2023, the net carrying amount of the January and March 2023 Notes was $200,000.
The Company is currently negotiating with the lender to potentially convert the January and March 2023 Notes to common shares in forbearance of repaying the principal.
March 9, 2023 Note
On March 9, 2023 the Company entered into a promissory unsecured loan agreement for $150,000 with a lender (the “March 9 2023 Note”). The March 9, 2023 Note bears no interest had an initial maturity of 30 days. In addition, the Company issued a lender 250,000 shares of Company’s common stocks. The allocated value of such shares was $33,117 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term, and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2023. During the periods ended September 30, 2023 the Company entered into number of amendments to March 9 2023 Note extending the maturity date to February 11, 2024. In accordance with these amendments, the Company issued a lender in aggregate of 1,100,000 common stock shares valued at $145,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended September 30, 2023. As of September 30, 2023, the net carrying amount of the January 2023 Note was $150,000.
| F-14 |
September 2023 Note
On September 6, 2023 the Company entered into a promissory unsecured loan agreement for $25,000 with a lender (the “September 2023 Note”). The September 2023 Note bears interest at $1,000 and had an initial maturity of 21 days. In addition, the Company issued a lender 75,000 shares of Company’s common stocks. The allocated value of such shares was $6,203 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2023. During the period ended September 30, 2023 the Company entered into an amendment to September 2023 Note extending the maturity date to January 25, 2024. In accordance with the amendment, the Company issued a lender in aggregate of 200,000 common stock shares valued at $28,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended September 30, 2023. As of September 30, 2023, the net carrying amount of the January 2023 Note was $25,000.
The Company is currently negotiating with the lender to extend the maturity of the September 2023 Note.
August 2023 Note
On August 11, 2023, the Company entered into a 120-day promissory note with a lender for $14,000 that carries a fixed interest payment of $1,000.00 payable on maturation (the “August 2023 Note”). On December 9, 2023, the Company extended the August 2023 Note for additional 60 days. As of September 30, 2023, the net carrying amount of the August 2023 Note was $14,000.
November 2022 Note
On September 17, 2022, the Company entered into a promissory unsecured loan agreement for $30,000 (the “September 2022 Note”). The September 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on October 17, 2022. On October 3, 2022, the Company entered into another promissory unsecured loan agreement for an additional $20,000 with the same lender (the “October 2022 Note”). The October 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date of December 2, 2022. In addition, on September 30, 2022, and October 3, 2022, the Company issued a lender 50,000 shares of common stock on each note’s issuance day. The allocated value of the issued shares was $13,768 and they are being accounted for as debt discount classified within stockholders’ deficit in the accompanying financial statements. The related debt discounts were amortized over the initial term of the September 2022 and the October 2022 Notes and are included within the interest expense in the accompanying statement of operations.
On November 18, 2022, both notes were amended to consolidate the principles of September 2022 Note into one November 2022 Note with a new aggregated principal of $50,000 and extended the maturity date of the November 2022 Note to January 2, 2023. With this amendment, the Company is also obligated to issue 50,000 shares of common stock, that were valued at $8,500 and recorded as common stock to be issued as a liability within accompanying balance sheets as of September 30, 2023 and December 31, 2022. Additionally, under the amended terms, the lender will receive an additional 100,000 common shares for each 45-day extension period until such time that the Company repays the principal amount, that was further amended to be 125,000 shares of common stock for each amendment. During the period ended September 30, 2023, the November 2022 note was amended a number of times with the aggregate of 750,000 common stock shares issued with the value of $87,500 and 125,000 shares of common stock to be issued with the value of $10,000 recorded as common stock to be issued as a liability within accompanying balance sheets as of December 31, 2022. Such 125,000 shares of common stock in the period ended September 30, 2023.
As of September 30, 2023 and December 31, 2022, the net carrying amount of the November 2022 Note was $50,000.
The November 2022 Note was subsequently amended in November 1 of 2023 to extend the maturity date to December 31, 2023 with 375,000 common shares issued subsequent to September 30, 2023 in connection with the amendments. The Company is currently negotiating with the lender to potentially convert the November 2022 Note to common shares in forbearance of repaying the principal.
| F-15 |
November 10, 2022 Note
On November 10, 2022 the Company entered into a promissory unsecured loan agreement for $100,000 (the “November 10, 2022 Note”). The November 10, 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on December 10, 2022. In addition, the Company issued a lender 150,000 shares of Company’s common stocks. The allocated value of such shares was $14,163 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the November 10, 2022 Note, and included within the interest expense in the accompanying statement of operation. On December 10, 2022 the Company entered into amendment to the November 10, 2022 Note, extending the maturity date to January 10, 2023. With this amendment, the Company is also obligated to issue 150,000 shares of common stock that were valued at $25,500 and recorded as common stock to be issued liability within accompanying balance sheets as of December 31, 2022. As of December 31, 2022, the net carrying amount of the November 10, 2022 Note was $100,000.
The November 10, 2022 Note was extinguished with 2,000,000 shares of Company’s common stock issued to the lender on February 28, 2023. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the period ended September 30, 2023.
May 2015 Note
On March 1, 2014, the Company issued an unsecured promissory note in the amount of $100 to an individual lender. The note was payable on demand and carried interest at five percent (5%) per annum. The note was subsequently amended on various dates through December 31, 2015 to increase the principal amount to $39,691. On March 22, 2015 the Company issued another unsecured promissory note in the amount of $300,000 with the same lender. The note was payable on demand and carried interest at fifteen percent (15%) per annum. On May 19, 2015 the Company issued the third on demand unsecured promissory note in the amount of $17,809 to the same lender with carried interest at five percent (5%) per annum (together as the “May 2015 Notes”).
On June 30, 2022 the Company entered into a mutual release agreement with the lender to issue to the lender 3,000,000 of the Company’s common stocks in exchange with the settlement of the $300,000 April 2014 Convertible Note, and the May 2015 Notes with outstanding principal balances of $100,000, $35,691 and $17,809, together with aggregate outstanding accrued interest as of the date of the transaction in total of $403,406, and an outstanding accounts payable to the lender in total of $94,500. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $831,406 being included in other income (expenses) within accompanying statement of operation.
February 2020 Note and March 2014 Note
On February 12, 2020, the Company issued an unsecured promissory note (the “February 2020 Note”) in the amount of $10,050 to an individual lender. The note was payable on demand and carried interest at eight percent (8%) per annum.
On March 31, 2014, the Company issued an unsecured promissory note (the “March 2014 Note”) in the amount of $35,926 to the same individual lender. The March 2014 Note was payable on demand and carried interest at 7.25% per annum.
On June 10, 2022 the Company entered into a release agreement with the lender to issue to the lender 800,000 shares of the Company’s common stock in exchange for the settlement of the “September 2019 Convertible Notes” with the outstanding principal of $26,239 and $38,339, the February 2020 Note, and the March 2014 Note with outstanding principal balances of $10,500 and $35,926, respectively, together with aggregate outstanding accrued interest as of the date of the transaction totaling $41,045. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.08 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt of $88,000 and included the amount in other income (expenses) within accompanying statement of operation.
March 2015 Note
On March 1, 2015, the Company issued an unsecured promissory note (the “March 2015 Note”) in the amount of $40,000 to an individual lender. The note was amended multiply times through the years increasing the principal amount of the March 2015 Note to 65,000. The March 2015 Note was payable on demand and carried interest at 10% per annum.
| F-16 |
On June 30, 2022 the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stocks in exchange for the settlement of the March 2015 Note with the outstanding principal of $65,000, together with aggregate outstanding accrued interest as of the date of the transaction in total of $293,362. The fair value of the common stock issued was determined using the stock price as of the date of the release agreement at $0.04 per share or $128,000 in total. In addition to that, the Company also granted warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022 using the Black Scholes Model with assumptions disclosed within Note 9. The total fair value of the warrant was determined to be $39,988. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $190,374 included in other income (expenses) within accompanying statement of operation.
As of September 30, 2023 and December 31, 2022, notes payable consisted of the following:
| September 30, 2023 | December 31, 2022 | |||||||
| Notes payable | $ | 806,525 | $ | 450,000 | ||||
| Unamortized debt discount | $ | (95,494 | ) | $ | – | |||
| Less: current portion | (711,031 | ) | (450,000 | ) | ||||
| Long-term notes payable, net | $ | – | $ | – | ||||
NOTE 5 - CONVERTIBLE DEBT
April 2014 Convertible Note
In April 2014, the Company issued a convertible note in the amount of $300,000 to an individual lender (the “April 2014 Convertible Note”). The April 2014 Convertible Note had a term of 18 months and carried interest at 10% per annum. The April 2014 Convertible Note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000. The April 2014 Convertible Note was in default as of December 31, 2021.
On June 30, 2022 the Company entered into a mutual release agreement with the lender to issue 3,000,000 shares of the Company’s common stock in exchange for the settlement of the April 2014 Convertible Note with an outstanding principal balance of $300,000, and the May 2015 Notes with outstanding principal balances of $100,000, $35,691 and $17,809, together with aggregate outstanding accrued interest as of the date of the transaction of $403,406, and an outstanding accounts payable to the lender totaling $94,500. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt of $831,406 which is included in other income (expenses) within accompanying statement of operation for the period ended September 30, 2022.
September 2019 Convertible Notes
On September 26, 2019, the Company issued a convertible note in the amount of $26,239 to an individual lender (the “September 2019 Convertible Notes”). The note had a term of two years and carried interest at 10% per annum. The note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000.
On September 26, 2019, the Company issued another convertible note in the amount of $26,239 to an individual lender. The note was amended multiple times through the years to increase the principal amount of the note to an aggregate of 38,739. The note had a term of five years and carried interest at 10% per annum. The note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000 for the period ended September 30, 2022.
On June 10, 2021, the Company issued a convertible note in the amount of $52,475 to an individual lender. The note had a maturity term of two years and carried an interest of 10% per annum. The note was convertible into common stock of the Company at $0.025 per share. In addition, the company issued 200,000 shares of common stock warrants. The warrant (i) had an exercise price of $0.025 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of June 10, 2021, using the Black Scholes Model with assumptions disclosed within Note 9. The allocated value of the warrant was determined to be $35,862 and are being accounted for as debt issuance costs and expensed to interest expense in the year ended December 31, 2022, and included in other income (expenses) within accompanying statement of operation. As of December 31, 2021, the net carrying amount and related accrued interest of the convertible note was $52,500 and $2,949, respectively. The note was repaid in full during 2022, and the warrant was extinguished upon repayment.
| F-17 |
On June 10, 2022, the Company entered into a release agreement with the lender to issue to the lender 800,000 of the Company’s common stocks in exchange for the settlement of the “September 2019 Convertible Notes. with the outstanding principal of $26,239 and $38,339, and the February 2020 Note and the March 2014 Note and with outstanding principal balances of $10,500 and $35,926, respectively, together with aggregate outstanding accrued interest as of the date of the transaction in total of $41,045. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.08 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $88,000 included in other income (expenses) within accompanying statement of operation for the period ended September 30, 2022.
NOTE 6 – ACCOUNTS PAYABLE
As of September 30, 2023 and December 31, 2022, the Company has $546,554 and $539,920 in outstanding accounts payable, respectively.
On September 30, 2022 the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $150,000 in exchange of 175,000 shares of the Company’s common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.17 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $47,500 being included in other income (expenses) within accompanying statement of operation for the period ended September 30, 2022.
On June 15, 2022 and September 30, 2022 the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $83,350 in exchange of 50,000 and 50,000 shares of the Company’s common stock respectively. The fair value of the common stock issued was determined using the stock price as of the dates of the mutual release agreement at $0.04 and $0.17 per share, respectively. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $74,850 being included in other income (expenses) within the accompanying statement of operation for the period ended September 30, 2022.
On July 1, 2022 the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $47,000 in exchange of 854,546 shares of the Company’s common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.05 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $4,273 being included in other income (expenses) within the accompanying statement of operation.
| (Loss) gain on debt extinguishment for the period: | September 30, 2023 | September 30, 2022 | ||||||
| November 2022 Note | $ | (120,000 | ) | $ | – | |||
| April 2014 convertible Note, May 2015 Notes | 831,406 | |||||||
| March 2015 Note and accrued interest | 190,374 | |||||||
| Settlement of common stock to be issued | 176,600 | |||||||
| Accounts payable | 136,643 | |||||||
| February 2020 Note and March 2014 Note | 88,000 | |||||||
| Total (loss) gain on debt extinguishment | $ | (120,000 | ) | $ | 1,423,023 | |||
NOTE 7 – COMMON STOCK TO BE ISSUED
As of September 30, 2023 and December 31, 2022, the Company’s outstanding liability in connection to common stock to be issued was $0 and $30,500, respectively.
The balance of $30,500 common stock to be issued as of December 31, 2022, represents the Company’s obligation to issue 200,000 shares of common stock in connection with amendments to the November 2022 and November 10, 2022 Notes agreements (see Note 4). Such shares were issued during the period ended September 30, 2023.
NOTE 8 – EQUITY
Authorized
Authorized capital stock consists of 125,000,000 common shares with a par value of $0.001 per share; and 14,000,000 Preferred shares designated with a par value of $0.001 per share.
Preferred Stock
The Company has authorized the issuance of 9,000,000 of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) and 5,000,000 of Series B Preferred Stock (the “Series B Preferred”). The Series A Convertible Preferred and Series B Preferred stockholders have the following rights and preferences:
| F-18 |
Dividends: Series A Convertible Preferred and Series B Preferred stockholders shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.
Liquidation Preference: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $0.001 per share (the "Preference Value"), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed to the holders of the Series A Convertible stock and common stock. Then Series B Preferred Stock shall be entitle, before any distribution or payments made upon any common stocks, to be paid on a pro-rata basis the highest of (i) the bid price quoted on a day of liquidation (ii) the price paid for such shares, (iii) the price per share established in any merger agreements (as defined). After the holders of the Series B Preferred Stock is paid in full the remaining assets of the Company may be distributed ratably per share to the holder of common stock.
Voting Rights: Each holder of Series A Convertible Preferred Stock and Series B Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Convertible Stock and Series B Preferred Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Convertible Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock. Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per share on each submitted to a class vote of the holders of Series B Preferred Stock.
Conversion Rights: Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock.
As of September 30, 2023 and December 31, 2022 there were 4,200,000 and 5,176,000 shares of Series A Convertible Preferred Stock remaining outstanding, respectively. As of September 30, 2023 and December 31, 2022 there were 3,000,000 shares of Series B Convertible Preferred Stock remaining outstanding. During the period ended March 31, 2023 and June 30, 2023 the shareholders converted 180,000 and 796,000 shares of Series A Convertible Preferred Stock, respectively, into equivalent shares of the common stock of the Company.
Common stock issuances
On January 31, 2023 the Company sold 2,000,000 shares of its common stock for cash proceeds of $100,000.
On February 16, 2023 in connection with 2023 APA (see Note 11) the Company issued to the Seller 3,000,000 shares of its common stock valued at $485,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA. On April 25, 2023 the Company issued additional 2,000,000 shares of common valued at $140,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent.
On February 28, 2023 the Company issued 2,000,000 shares of Company’s common stock issued to the lender for extinguishment of the November 10, 2022 Note. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the period ended September 30, 2023 (see Note 4).
During the period ended September 30, 2023, the Company issued an aggregate of 8,110,000 shares of common stock valued at $594,603 in connection with the 2023 Promissory Notes issued during the period see Note 4).
During the period ended September 30, 2023, the Company issued in aggregate 50,000 shares of common stock valued at $6,250 to its employees as compensation for the services performed.
During the period ended September 30, 2023, the Company issued an aggregate of 380,430 shares of common stock valued at $45,299 to its vendor as payment consideration for the services performed.
| F-19 |
On February 18, 2022, in connection with 2022 SA with AJB Capital Investments, LLC, the Company issued 3,076,923 shares of common stock as AJB Commitment Shares. The allocated value of the AJB Commitment Shares was $131,307 (see Note 4).
On March 31, 2023, the Company received back a share certificate for 5,000,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.
On June 1, 2022, the Company received back a share certificate for 2,050,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.
On September 30, 2022 and October 3, 2022 the Company issued an aggregate of 100,000 shares of Company’s common stocks in connection with the November 2022 Note. The allocated value of such shares was $13,768. On November 10, 2022 the Company issued 150,000 shares of Company’s common stocks in connection with November 2022 Note. The allocated value of such shares was $14,163.
During the year ended December 31, 2022, the Company issued in aggregate 1,000,000 shares of common stock valued at $143,500 to its employees as compensation for the services performed.
During the year ended December 31, 2022, the Company issued an aggregate of 133,333 shares of common stock valued at $9,333 to its vendor as payment consideration for the services performed.
During the year ended December 31, 2022 the Company entered into a number of settlement agreements to extinguish outstanding accounts payable balance issuing in aggregate 1,704,546 shares of common stock valued at $180,728 (see Note 4).
During the year ended December 31, 2022 the Company issued in aggregate 8,800,000 shares of common stock valued at $423,988 in connections with extinguishment of notes payable, convertible debt and related accrued interest (see Note 4).
NOTE 9 – WARRANTS
2023 Warrant grants issued with debt financing
On March 1, 2023, the Company entered into agreement with AJB to amend the AJB 2022 Note extending the maturity date to March 13, 2023 (see Note 4). As a consideration, the Company issued additional 1,500,000 common stock warrants (the “Amended AJB 2023 Warrants”) that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The Amended AJB 2023 Warrants were valued as of March 1, 2023 using the Black Scholes Model with assumptions disclosed below. The related debt issuance costs $225,000 in aggregate were amortized over the initial term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2023.
On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants) (see Note 4). The aggregate gross proceeds for the sale of the AJB 2023 Note and AJB 2023 Warrants was $270,000.
The AJB 2023 Warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023 using the Black Scholes Model with assumptions disclosed below.
The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB 2023 Warrants were $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2023.
| F-20 |
2023 Warrant grants issued in exchange of services
During the period ended September 30, 2023, the Company issued warrants to purchase in an aggregate of 525,426 shares of common stock to the employee for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $47,263 and recognized as stock compensation expense during the period ended September 30, 2023. The warrants issued with this service agreement (i) have the exercise prices of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
2022 Warrant grants issued with debt financing
On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”) (see Note 4). The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The allocated value of the AJB 2022 Warrants were $42,675 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements.
2022 Warrant grants issued in connections with extinguishment of debt
On June 30, 2022 the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stocks in exchange for the settlement of the March 2015 Note (see Note 7). As a part of the consideration, the Company granted warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022 using the Black Scholes Model with the total fair value of the warrant was determined to be $39,988.
2022 Warrant grants issued in exchange of services
On December 23, 2021 the Company entered into the services agreement where as a part of consideration for services perform the Company agreed to issue warrants to purchase 1,500,000 shares of common stock upon the executing the agreement and then issue monthly warrants each month at a rate of 110,500 per month until 2,700,000 warrants have been issued in aggregate during 24 months engagement period. The agreement became effective on January 4, 2022.The warrants issued with this service agreement (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance with the exception to monthly warrants that non-exercisable or transferrable for six (6) months other than as permitted by FINRA Rule 5110. In connection with this agreement, through the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 2,700,000 shares of common stock. On September 20, 2022 the company entered into the amendment of the services agreement issuing additional consideration of in form of warrant to purchase 4,500,000 shares of Company common stock at 0.055 per share issued at the amended date. The warrants issued with this amendment (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. These warrants were valued as of the date of the grant using the Black Scholes Model with the total fair value of the warrant determined to be $1,070,825 and recognized as stock compensation expense during year ended December 31, 2022.
On May 4, 2022 the company entered into another services agreement issuing a consideration of warrant to purchase 2,200,000 shares of Company common stock at 0.055 per share over the 2022 engagement period. The Company issued the first six months of warrants to purchase 1,100,000 shares of common stock upon executing this agreement, and then additional monthly warrants each month at a rate of 181,818 warrants per month until 2,200,000 warrants have been issued in aggregate. The warrants issued with this service agreement (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance with the exception to monthly warrants that non-exercisable or transferrable for six (6) months other than as permitted by FINRA Rule 5110. These warrants were valued as of the date of the grant using the Black Scholes Model, with the total fair value of the warrant determined to be $191,484 and recognized as stock compensation expense during year ended December 31, 2022.
| F-21 |
During the period ended September 30 , 2022, the Company issued warrants to purchase in aggregate of 363,173 shares of common stock to the vendors for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $50,254 and recognized as stock compensation expense during year ended December 31, 2022. The warrants issued with this service agreement (i) have an exercise price of $0.55-0.15 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
During the period ended September 30, 2022 there were no stock warrant grant to employees. During the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 345,000 shares of common stock to the employee for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $232,500 and recognized as stock compensation expense during year ended December 31, 2022. The warrants issued with this service agreement (i) have the exercise prices of $0.055 and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Contractual Term (Years) | ||||||||||
| Balance outstanding at December 31, 2021 | 2,599,160 | $ | 0.05 | 0.96 | ||||||||
| Granted | 13,027,273 | 0.08 | – | |||||||||
| Exercised | – | – | – | |||||||||
| Expired/Canceled | (2,099,160 | ) | 0.05 | – | ||||||||
| Balance outstanding at December 31, 2022 | 13,527,273 | $ | 0.08 | 4.39 | ||||||||
| Granted | 11,025,456 | 0.01 | – | |||||||||
| Exercised | – | – | – | |||||||||
| Expired/Canceled | – | – | – | |||||||||
| Balance outstanding at September 30, 2023 | 24,552,729 | 0.05 | 4.15 | |||||||||
| Exercisable at September 30, 2023 | 24,552,729 | $ | 0.05 | 4.15 | ||||||||
The fair values of warrants granted during 2023 and 2022 were estimated using Black-Sholes option-pricing model with the following assumptions:
| 2023 | 2022 | |||
| Exercise Price | $0.01 -$0.55 | $0.04 -$0.25 | ||
| Risk-free interest rates | 3.41% - 4.45% | 1.43% - 4.27% | ||
| Expected life (in years) | 5.00 | 5.00 | ||
| Expected volatility | 278% - 304% | 310% - 352% | ||
| Dividend yield | 0.00% | 0.00% |
NOTE 10 – RELATED PARTY TRANSACTIONS
Due to related parties
As of September 30, 2023 and December 31, 2022 the Company had an amount due to a shareholder in the amount of $10,309 and $2,371 as advance payable. This amount does not have specific repayment terms and does not bear interest.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of September 30, 2023 and December 31, 2022, no amounts have been accrued related to such indemnification provisions.
From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.
| F-22 |
Assets purchase agreement
The Company is a party to amended and restated Assets Purchase Agreement (“2023 APA”) dated February 16, 2023, with individual seller (“Seller”), where for agreed consideration, the company acquired certain patents and the “know-how” required to performed manufacturing process. The Company shall pay to Seller a total of $500,000 in cash upon the (i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device. As additional consideration in accordance to 2023 APA, the Company shall issue to Seller shares of its restricted common stock upon the (i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (V) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company. On February 16, 2023 in connection with 2023 APA the Company issued to the Seller 3,000,000 shares of its common stock valued at $485,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA. On April 25, 2023 the Company issued additional 2,000,000 shares of common stock valued at $140,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. As of September 30, 2023 and to the date that this report was filed, the Seller has not fulfilled obligations that would further oblige the Company to fulfill further consideration, either for cash, equity, or royalty payments stipulated in the 2023 APA. The value of the consideration paid was recorded within research and development expenses for the nine month period ended September 30, 2023.
NOTE 12 – SUBSEQUENT EVENTS
The Company has determined the following, reportable, subsequent events occurring from the period ended September 30, 2023 to the date this report was filed.
On October 1, 2023, the November 2022 Note for $50,000 consolidated principal was extended for an additional 30 days, with an issuance of 125,000 common shares (see Note 4). On November 1, 2023, November 2022 Note was extended for an additional 60 days (same terms and conditions) with 250,000 shares issued. A total of 375,000 common shares issued subsequently to September 30, 2023 in relation to this November 2022 Note.
On October 4, 2023, the Company entered into a 90-day promissory note with a lender for $45,000. The Note carries a fixed interest payment of $1,350 payable at the maturation of the note. On January 2, 2024, the Note was extended for an additional 30 days.
On October 6, 2023, the March 9, 2023 Note (see Note 4) was extended for an additional 100 days and 650,000 common shares were issued for this extension. On January 12, 2024, the March 9, 2023 Note was extended for an additional 30 days with the consideration of a fixed interest payment of $3,000 payable on the new maturation of the note on February 11, 2024. No shares issued for the extension.
On November 1, 2023, the Company entered into a 6-month promissory note with a lender for $50,000 with 10% interest per annum. 125,000 shares of common stocks are earned per month that the principal is outstanding. In addition, the Company has issued 375,000 common shares to date in connection with this note.
On November 1, 2023, the Company paid the Seller an additional $50,000 in connection to its 2023 APA (see Note 11).
On November 16, 2023, the Company entered into an agreement to add an independent member to the Board of Directors, per this agreement, the Company has issued 20,000 common shares on November 30, 2023, 20,000 on December 31, 2023, and 25,000 on January 1, 2024.
On November 17, 2023, the Company entered into a 45-day promissory note with a lender for $50,000 that carries 10% interest per annum with an issuance of 187,500 common shares.
On December 5, 2023, the 2023 AJB Note was amended to extend the EOD date pertaining to the Company’s filing of a registration statement to February 1, 2024. For this period of extension, the Company issued to AJB 750,000 shares of common stock.
On December 20, 2023, the Company entered into a 90-day promissory note with the lender for $30,000 carrying 10% interest per annum and 225,000 shares of common stock were issued.
| F-23 |
GO GREEN GLOBAL TECHNOLOGIES CORP
For the Years
Ended December 31, 2022 and 2021
| F-24 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders’ and Board of directors of Go Green Global Technologies Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Go Green Global Technologies Corp. (the “Company”) as of December 31, 2022, and 2021, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
The Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ RBSM LLP |
| We have served as the Company’s auditor since 2022. |
| New York, NY |
| February 1, 2024 PCAOB ID Number 587 |
| F-25 |
Go Green Global Technologies Corp.
| December 31, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 1,072 | $ | 2,135 | ||||
| Prepaid expenses | 3,599 | – | ||||||
| Total current assets | 4,671 | 2,135 | ||||||
| Fixed assets, net | 8,567 | 5,625 | ||||||
| Other assets: | ||||||||
| Deposits | 6,000 | 6,000 | ||||||
| Total other assets | 6,000 | 6,000 | ||||||
| Total assets | $ | 19,238 | $ | 13,760 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 539,920 | $ | 798,709 | ||||
| Accrued interest | 6,032 | 714,957 | ||||||
| Accrued expenses | 89,500 | – | ||||||
| Taxes payable | – | 6,043 | ||||||
| Notes payable | 450,000 | 264,576 | ||||||
| Due to related party | 2,371 | 1,206 | ||||||
| Convertible debt (net of debt discount of $0 and $35,862, respectively) | – | 391,617 | ||||||
| Derivative instrument liability | – | 35,862 | ||||||
| Common stock to be issued | 30,500 | 248,600 | ||||||
| Total current liabilities | 1,118,323 | 2,461,570 | ||||||
| Total long-term liabilities | – | – | ||||||
| Total liabilities | 1,118,323 | 2,461,570 | ||||||
| Commitments and contingencies (Note 12) | – | – | ||||||
| Stockholders' deficit | ||||||||
| Preferred shares, $0.001 par value, 25,000,000 shares authorized, 11,000,000 and 11,000,000 shares undesignated as of December 31, 2022 and 2021, respectively | – | – | ||||||
| Series A Convertible Preferred Stock, $0.001 par value, 9,000,000 shares authorized; 5,176,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 5,176 | 5,176 | ||||||
| Series B Preferred Stock, $0.001 par value, 5,000,000 shares authorized;3,000,000 and 5,000,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 3,000 | 5,000 | ||||||
| Common stock, $0.001 par value, 125,000,000 shares authorized; 72,644,160 and 59,729,358 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 72,644 | 59,729 | ||||||
| Additional paid-in capital | 4,543,230 | 2,062,076 | ||||||
| Accumulated deficit | (5,723,135 | ) | (4,579,791 | ) | ||||
| Total shareholders’ deficit | (1,099,085 | ) | (2,447,810 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 19,238 | $ | 13,760 | ||||
See accompanying notes to the financial statements
| F-26 |
Go Green Global Technologies Corp.
| For the Years Ended | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Operating expenses: | ||||||||
| General and administrative | $ | 2,291,645 | $ | 178,664 | ||||
| Depreciation | 6,647 | 5,849 | ||||||
| Total operating expenses | 2,298,292 | 184,513 | ||||||
| Loss from operations | (2,298,292 | ) | (184,513 | ) | ||||
| Other (expense) income | ||||||||
| Interest expense | (303,937 | ) | (329,214 | ) | ||||
| Gain (loss) on change in fair value of derivative liability | 35,862 | (18,160 | ) | |||||
| Amortization of beneficial conversion feature | – | (15,423 | ) | |||||
| Gain on debt extinguishment | 1,423,023 | – | ||||||
| Total other income (expense) | 1,154,948 | (362,797 | ) | |||||
| Provision for income taxes | – | – | ||||||
| Net loss | $ | (1,143,344 | ) | $ | (547,310 | ) | ||
| Per share data | ||||||||
| Net loss per share - basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | ||
| Weighted average number of shares outstanding- basic and diluted | 66,806,179 | 58,126,350 | ||||||
See accompanying notes to the financial statements
| F-27 |
Go Green Global Technologies Corp.
Statement of Stockholders' Deficit
| Series A Convertible Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance, January 1, 2021 | 5,176,000 | $ | 5,176 | 5,000,000 | $ | 5,000 | 53,763,358 | $ | 53,763 | $ | 1,897,872 | $ | (4,032,481 | ) | $ | (2,070,670 | ) | |||||||||||||||||||
| Issuance of shares for: | ||||||||||||||||||||||||||||||||||||
| Stock issued for compensation | 5,750,000 | 5,750 | 109,250 | 115,000 | ||||||||||||||||||||||||||||||||
| Conversion of debt | – | 216,000 | 216 | 5,184 | 5,400 | |||||||||||||||||||||||||||||||
| Beneficial conversion feature | 49,770 | 49,770 | ||||||||||||||||||||||||||||||||||
| Net loss | (547,310 | ) | (547,310 | ) | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 5,176,000 | 5,176 | 5,000,000 | 5,000 | 59,729,358 | 59,729 | 2,062,076 | (4,579,791 | ) | (2,447,810 | ) | |||||||||||||||||||||||||
| Issuance of shares for: | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with AJB Note | – | – | 3,076,923 | 3,077 | 131,307 | 134,384 | ||||||||||||||||||||||||||||||
| Issuance of warrants in connection with AJB Note | – | – | – | – | 42,675 | 42,675 | ||||||||||||||||||||||||||||||
| Issuance of common stock in connection with notes payable | – | – | 250,000 | 250 | 27,731 | 27,981 | ||||||||||||||||||||||||||||||
| Cancellation of shares returned by shareholders | – | – | (2,000,000 | ) | (2,000 | ) | (2,050,000 | ) | (2,050 | ) | 4,050 | – | – | |||||||||||||||||||||||
| Issuance of common stock in connection to accounts payable settlement | – | – | 1,704,546 | 1,705 | 179,023 | 180,728 | ||||||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | 1,000,000 | 1,000 | 142,500 | 143,500 | ||||||||||||||||||||||||||||||
| Common stock issued to vendors for compensation | – | – | 133,333 | 133 | 9,200 | 9,333 | ||||||||||||||||||||||||||||||
| Common stock issued in connection with extinguishment of convertible debt and notes payable | – | – | 8,800,000 | 8,800 | 375,200 | 384,000 | ||||||||||||||||||||||||||||||
| Warrant issued in connection with extinguishment of convertible debt and notes payable | – | – | – | – | 39,988 | 39,988 | ||||||||||||||||||||||||||||||
| Warrants issued for services | – | – | – | – | 1,529,480 | 1,544,024 | ||||||||||||||||||||||||||||||
| Net loss | (1,143,344 | ) | (1,143,344 | ) | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 5,176,000 | $ | 5,176 | 3,000,000 | $ | 3,000 | 72,644,160 | $ | 72,644 | $ | 4,543,230 | $ | (5,723,135 | ) | $ | (1,099,085 | ) | |||||||||||||||||||
See accompanying notes to the financial statements
| F-28 |
Go Green Global Technologies Corp.
| For the Years Ended | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (1,143,344 | ) | $ | (547,310 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 6,647 | 5,849 | ||||||
| Common stock issued for services | 9,333 | – | ||||||
| Common stock issued for compensation | 143,500 | 115,000 | ||||||
| Common stock warrants issued for services | 1,529,480 | – | ||||||
| Beneficial conversion feature | – | 49,770 | ||||||
| Non-cash interest expense | 271,402 | – | ||||||
| Amortization of beneficial conversion feature | – | (34,347 | ) | |||||
| Change in fair value of derivative liability | (35,862 | ) | 18,160 | |||||
| Gain on extinguishment of debt | (1,423,023 | ) | – | |||||
| Changes in operating asset and liability account balances: | ||||||||
| Prepaid expenses | (3,599 | ) | – | |||||
| Deposits | – | (6,000 | ) | |||||
| Due to related party | 1,165 | 1,106 | ||||||
| Accrued interest | 28,889 | 328,439 | ||||||
| Accrued expenses | 83,457 | – | ||||||
| Accounts payable | 182,981 | 21,542 | ||||||
| Total adjustments | 794,370 | 499,519 | ||||||
| Net cash used in operating activities | (348,974 | ) | (47,791 | ) | ||||
| Cash flows from investing activities | ||||||||
| Leasehold improvements | (5,684 | ) | (5,424 | ) | ||||
| Purchase of equipment | (3,905 | ) | (2,550 | ) | ||||
| Net cash used in investing activities | (9,589 | ) | (7,974 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of shares | – | 5,400 | ||||||
| Proceeds from notes payable | 420,000 | – | ||||||
| Proceeds from convertible notes | – | 52,500 | ||||||
| Payments of convertible notes | (62,500 | ) | – | |||||
| Proceeds from advance payable - related parties | 1,165 | 1,106 | ||||||
| Net cash provided by financing activities | 357,500 | 57,900 | ||||||
| Net (decrease) increase in cash | (1,063 | ) | 2,135 | |||||
| Cash at beginning of year | 2,135 | – | ||||||
| Cash at end of year | $ | 1,072 | $ | 2,135 | ||||
| Supplemental Schedule of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | 33,096 | $ | – | ||||
| Cash paid for income taxes | $ | – | $ | – | ||||
| Supplemental Schedules of Noncash Investing and Financing Activities: | ||||||||
| Conversion of notes payable and accrued interest into common stock | $ | – | $ | 5,400 | ||||
| Extinguishment of debt and accrued interest into common stock | $ | 423,988 | $ | – | ||||
| Issuance of common stock and warrants in connection with AJB Note | $ | 134,384 | $ | – | ||||
| Issuance of warrant in connection with AJB Note | $ | 27,981 | $ | – | ||||
| Common stock issued in settlement of accounts payable | $ | 180,728 | $ | – | ||||
| Cancellation of shares returned by shareholders | $ | 2,000 | $ | – | ||||
| Issuance of stock in connection with the notes payable | $ | 27,981 | $ | – | ||||
| Beneficial conversion feature on convertible debt | $ | – | $ | 49,770 | ||||
| Common stock to be issued in prior year, issued during the year | $ | 248,600 | $ | – | ||||
See accompanying notes to the financial statements
| F-29 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
NOTE 1 - ORGANIZATION AND OPERATIONS
Go Green Global Technologies Corp. (OTC Pink: GOGR) is a Nevada corporation originally incorporated in February 2006 under the name Photomatica, Inc.
Go Green Global Technologies Corp. (“the Company”) is an innovative publicly traded U.S. company that provides proprietary disruptive technology for use in the water and fuel industries of both commercial and consumer segments of these markets. Solutions are provided worldwide utilizing the proprietary Sonical™ process for both non-chemical water treatment and fuel combustion applications which including industrial, automotive, transportation, maritime and railway industries. The Company is a pioneer and leader in the emerging Pulsed Power technology sector. Since inception, the Company has focused on technologies that lead to a cleaner and more efficient planet.
Going Concern Basis of Accounting
The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has an accumulated deficit balance of $5,723,135 as of December 31, 2022, has suffered significant net losses and negative cash flows from operations and has limited working capital. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future technologies. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financials were issued.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty.
Uncertainty Due to Geopolitical Events
The ongoing Israel-Hamas war which began in October 2023 has precipitated ongoing conflict between the two parties and has enveloped the Middle East region in unrest. This conflict has extended to the Persian Gulf where increasing attacks on international shipping have caused worldwide concern due to its potential economic impact due to supply chain concerns. These recent events coupled with Russia’s invasion of Ukraine, which began in February 2022, resulting in sanctions and other actions against Russia and Belarus, have created uncertainty and disruption in the global economy. Although neither of the aforementioned conflicts have had a material adverse impact on the Company’s financial results for the year ended December 31, 2022, and none for the months ended September 30, 2023, at this time the Company is unable to fully assess the aggregate impact that both conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the wars, their effect on the economy, their impact to the business of the Company’s, and actions that may be taken by governmental authorities related to these conflicts.
| F-30 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain balances have been reclassified to conform with the current year’s presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk in cash.
Prepaid Expenses
Prepaid expenses consist primarily of short-term prepaid expenditures or deposits that will be amortized within one year.
Leases
The Company determines if an arrangement contains a lease at inception. Leases are included in lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet.
Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
| F-31 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of December 31, 2022, the Company did not have leases that qualified as right of use assets.
Income Taxes
In accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), the Company recognizes deferred tax assets and liabilities for the expected future tax consequences or events that have been included in the Company’s financial statements and/or tax returns. Deferred tax assets and liabilities are based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. No tax liability was recorded as of December 31, 2022, and 2021.
Segment Information
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.
Advertising Costs
Advertising and promotion costs are expensed incurred. The Company has no material advertising expenses during the years ended December 31, 2022 and 2021.
Research and Development
The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company has not incurred any material internal and external research and development costs during the years ended December 31, 2022 and 2021.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the consolidated financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
| F-32 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
Warrants
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of December 31, 2022, all outstanding warrants granted were classified as equity being the fixed exercise price.
Net loss per Common Share
Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents in amounts of 18,703,273 and 13,824,823 were excluded from the computation of diluted earnings per share for the years ended December 31, 2022 and 2021, respectively, because their effects would have been anti-dilutive.
| December 31, 2022 | December 31, 2021 | |||||||
| Warrants | 13,527,273 | 2,599,160 | ||||||
| Convertible notes | – | 10,708,063 | ||||||
| Series A Convertible preferred stock | 5,176,000 | 5,176,000 | ||||||
| Total | 18,703,273 | 13,824,823 | ||||||
Related Party Transactions
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party.
The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company.
| F-33 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of December 31, 2022, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. As of December 31, 2022, there was no derivative liability.
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards.
ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount.
ASC 815 “Derivatives and Hedging” generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the
host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.
| F-34 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
Property and equipment
Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated results of operations.
Intangible Assets
Intangible assets consist of developed technology, customer relationships, the Company’s website, non-compete agreements and domain names. The Company amortizes, to cost of revenue and operating expenses, these definite lived intangible assets on a straight-line basis over the life of the assets which range from five to seven years.
Impairment of Long-Lived Assets
The carrying value of long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. As of December 31, 2022 and 2021, there was no impairment of long-lived assets.
Recently Adopted Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The guidance in Accounting Standards Update (“ASU”) 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It will apply to trade receivables, loans, and held-to-maturity debt securities. Entities will be required to estimate lifetime expected credit losses. This may result in earlier recognition of credit losses. In November 2019 the FASB issued ASU No. 2019-10, which delays this standard’s effective date for SEC smaller reporting companies to the fiscal years beginning on or after December 15, 2022. The Company determined that this update will not have a material impact on the financial statements upon adoption on January 1, 2023.
In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): The amendments in the update make targeted improvements to the optional hedge accounting model with the objective of improving hedge accounting to better portray the economic results in a Company’s financial statements. Prior to the issuance of the amendments in Update 2017-12, companies struggled with achieving fair value hedge accounting for interest rate risk hedges of portfolios of prepayable financial assets. The amendments in this update will apply to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company determined that this update will not have a material impact on the financial statements upon adoption on January 1, 2023.
| F-35 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its financial statements.
In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact and timing of adoption of this guidance.
NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.
Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2022 and 2021:
| F-36 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
Fair Value Measurements
| Fair Value Measurements at December 31, 2021 using: | ||||||||||||||||
| December 31, 2021 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| Liabilities | $ | – | – | – | – | |||||||||||
| Derivative Liabilities | $ | 35,862 | – | – | 35,862 | |||||||||||
| Fair Value Measurements at December 31, 2022 using: | ||||||||||||||||
| December 31, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| Liabilities | $ | – | – | – | – | |||||||||||
| Derivative Liabilities | $ | – | – | – | – | |||||||||||
The warrant derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy.
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||||
| Balance, January 1 | $ | 35,862 | $ | 17,702 | ||||
| Additions | – | – | ||||||
| Change in fair value of derivative liabilities | (35,862 | ) | 18,160 | |||||
| Balance, December 31 | $ | – | $ | 35,862 | ||||
| F-37 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
NOTE 4 – NOTES PAYABLE
AJB 2022 Note
On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”). The aggregate gross proceeds for the sale of the Notes, Warrants and commitment fee shares was $270,000.
The AJB 2022 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on August 18, 2022. The note maturity term was further extended to February 18, 2023. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly. Any amount of principal or Interest on this AJB 2022 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2022 Note into fully paid and non-assessable shares of common stock at the variable price as defined per note agreement. As of date, there were no events default and therefore the note classified as equity. The note is secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2022 Note.
During the year ended December 31, 2022, the Company recorded interest expense on the AJB 2022 Note of approximately $238,482 consisting of interest paid of $30,750, accrued interest of approximately $3,750, accretion of original issued debt discount of $173,982 and originally issued discount of $30,000.
The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2022 Warrants were valued as of February 18, 2022 using the Black Scholes Model with assumptions disclosed within Note 9.
The Company accounted for the 2022 AJB Note, the 2022 AJB Warrants, and the AJB Commitment Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB Commitment Shares and the AJB 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB Commitment Shares and the AJB 2022 Warrants were $134,384 and $42,675, respectively, and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2022 Note of $96,018 was allocated as notes payable in the accompanying financial statements. The related debt issuance costs $177,059 in aggregate were amortized over the initial term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation. As of December 31, 2022, the net carrying amount of the 2022 AJB Note was $300,000 and accrued interest of $3,750.
On March 1, 2023, the Company entered into agreement with AJB to amend the AJB Note extending the maturity date to March 13, 2023. As a consideration, the Company additional 1,500,000 common stock warrants that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB Note and related accrued interest was repaid in full on March 9, 2023.
| F-38 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
November 2022 Note
On September 17, 2022, the Company entered into a promissory unsecured loan agreement for $30,000 (the “September 2022 Note”). The September 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on October 17, 2022. On October 3, 2022, the Company entered into another promissory unsecured loan agreement for an additional $20,000 with the same lender (the “October 2022 Note”). The October 2022 Note 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date of December 2, 2022. In addition, on September 30, 2022, and October 3, 2022, the Company issued a lender 50,000 shares of common stock on each note’s issuance day. The allocated value of the issued shares was $13,768 and they are being accounted for as debt issuance costs classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the September 2022 and the October 2022 Notes and are included within the interest expense in the accompanying statement of operation.
On November 18, 2022, both notes were amended to consolidate the principles of the September 2022 Note and October 2022 into one November 2022 Note with a new aggregated principal of $50,000 and extended the maturity date of the November 2022 Note to January 2, 2023. With this amendment, the Company is also obligated to issue 50,000 shares of common stock, that were valued at $8,500 and recorded as common stock, to be issued as a liability within accompanying balance sheets as of December 31, 2022. Additionally, under the amended terms, the lender will receive an additional 100,000 common shares for each 45 day extension period until such time that the Company repays the principal amount. As of December 31, 2022, the net carrying amount of the November 2022 Note was $50,000.
The November 2022 Note was subsequently amended in December of 2023 to extend the maturity date to December 31, 2023. The Company is currently negotiating with the lender to potentially convert the November 2022 Note to common shares in forbearance of repaying the principal.
November 10, 2022 Note
On November 10, 2022 the Company entered into a promissory unsecured loan agreement for $100,000 (the “November 2022 Note”). The November 10, 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on December 10, 2022. In addition, the Company issued a lender 150,000 shares of Company’s common stocks. The allocated value of such shares was $14,163 and are being accounted for as debt issuance costs and are classified within stockholders’ equity (deficit) in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the November 10, 2022 Note and included within the interest expense in the accompanying statement of operation. On December 10, 2022 the Company entered into amendment to the November 10, 2022 Note extending the maturity date to January 10, 2023. With this amendment, the Company is also obligated to issue 150,000 shares of common stock that were valued at $25,500 and recorded as common stock to be issued liability within accompanying balance sheets as of December 31, 2022. As of December 31, 2022, the net carrying amount of the November 10, Note was $100,000.
The November 10, 2022 Note was subsequently converted to 2,000,000 shares of Company’s common stock on February 28, 2023.
May 2015 Note
On March 1, 2014, the Company issued an unsecured promissory note in the amount of $100,000 to an individual lender. The note was payable on demand and carried interest at five percent (5%) per annum. The note was subsequently amended on various dates through December 31, 2015 to increase the principal amount to $35,691. On March 22, 2015 the Company issued another unsecured promissory note in the amount of $300,000 with the same lender. The note was payable on demand and carried interest at fifteen percent (15%) per annum. On May 19, 2015 the Company issued the third on demand unsecured promissory note in the amount of $17,809 to the same lender with carried interest at five percent (5%) per annum (together as the “May 2015 Notes”). As of December 31, 2021, the net aggregate carrying amount of the May 2015 Notes was $153,500 together with aggregated accrued interest of $87,297.
| F-39 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
On June 30, 2022 the Company entered into a mutual release agreement with the lender to issue to the lender 3,000,000 of the Company’s common stocks in exchange with the settlement of the $300,000 April 2014 below Convertible Note, and the May 2015 Notes with outstanding principal balances of $100,000, $35,691 and $17,809, together with aggregate outstanding accrued interest as of the date of the transaction in total of $403,406, and an outstanding accounts payable to the lender in total of $94,500. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $831,406 being included in other income (expenses) within accompanying statement of operation.
February 2020 Note and March 2014 Note
On March 31, 2014, the Company issued an unsecured promissory note (the “March 2014 Note”) in the amount of $35,926 to an individual lender. The March 2014 Note was payable on demand and carried interest at 7.25% per annum. As of December 31, 2021, the net carrying amount of the March 2014 Note was $35,926 together with accrued interest of $20,650.
On February 12, 2020, the Company issued an unsecured promissory note (the “February 2020 Note”) in the amount of $10,050 to the same individual lender. The note was payable on demand and carried interest at eight percent (8%) per annum. As of December 31, 2021, the net carrying amount of the February 2020 Note was $10,500 together with accrued interest of $1,532.
On June 10, 2022 the Company entered into a release agreement with the lender to issue to the lender 800,000 shares of the Company’s common stock in exchange for the settlement of the “September 2019 Convertible Notes” with the outstanding principal of $26,239 and $38,339, the February 2020 Note, and the March 2014 Note with outstanding principal balances of $10,500 and $35,926, respectively, together with aggregate outstanding accrued interest as of the date of the transaction totaling $41,045. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.08 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt of $88,000 and included the amount in other income (expenses) within accompanying statement of operation.
March 2015 Note
On March 1, 2015, the Company issued an unsecured promissory note (the “March 2015 Note”) in the amount of $40,000 to an individual lender. The note was amended multiply times through the years increasing the principal amount of the March 2015 Note to $65,000. The March 2015 Note was payable on demand and carried interest at 10% per annum. As of December 31, 2021, the net carrying amount of the March 2015 Note was $65,000 together with accrued interest of $291,759.
On June 30, 2022 the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stocks in exchange for the settlement of the March 2015 Note with the outstanding principal of $65,000, together with aggregate outstanding accrued interest as of the date of the transaction in total of $293,362. The fair value of the common stock issued was determined using the stock price as of the date of the release agreement at $0.04 per share or $128,000 in total. In addition to that, the Company also granted warrants to purchase an aggregate of 1,000,000 shares of Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022 using the Black Scholes Model with assumptions disclosed within Note 9. The total fair value of the warrant was determined to be $39,988. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $190,374 included in other income (expenses) within accompanying statement of operation.
| F-40 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
As of December 31, 2022 and 2021, notes payable consisted of the following:
| December 31, 2022 | December 31, 2021 | |||||||
| Notes payable | $ | 450,000 | $ | 264,576 | ||||
| Unamortized debt discount | $ | – | $ | – | ||||
| Less: current portion | (450,000 | ) | (264,576 | ) | ||||
| Long-term notes payable, net | $ | – | $ | – | ||||
NOTE 5 - CONVERTIBLE DEBT
April 2014 Convertible Note
In April 2014, the Company issued a convertible note in the amount of $300,000 to an individual lender (the “April 2014 Convertible Note”). The April 2014 Convertible Note had a term of 18 months and carried interest at 10% per annum. The April 2014 Convertible Note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000. The April 2014 Convertible Note was in default as of December 31, 2021. As of December 31, 2021, the net carrying amount and related accrued interest of the Convertible Note was $300,000 and $301,438, respectively.
On June 30, 2022 the Company entered into a mutual release agreement with the lender to issue 3,000,000 shares of the Company’s common stock in exchange for the settlement of the April 2014 Convertible Note with an outstanding principal balance of $300,000, and the May 2015 above Notes with outstanding principal balances of $100,000, $35,691 and $17,809, together with aggregate outstanding accrued interest as of the date of the transaction of $403,406, and an outstanding accounts payable to the lender totaling $94,500. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt of $831,406 which is included in other income (expenses) within accompanying statement of operation.
September 2019 Convertible Notes
On September 26, 2019, the Company issued a convertible note in the amount of $26,239 to an individual lender (the “September 2019 Convertible Notes”). The note had a term of two years and carried interest at 10% per annum. The note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000. The convertible note was in default as of December 31, 2021. As of December 31, 2021, the net carrying amount of the convertible note was $26,239 with related accrued interest of $5,945.
On September 26, 2019, the Company issued another convertible note in the amount of $26,239 to an individual lender. The note was amended multiple times through the years to increase the principal amount of the note to an aggregate of 38,739. The note had a term of five years and carried interest at 10% per annum. The note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000. As of December 31, 2021, the net carrying amount of the convertible note was $38,793 with related accrued interest of $7,823.
On June 10, 2022, the Company entered into a release agreement with the lender to issue to the lender 800,000 of the Company’s common stocks in exchange for the settlement of the “September 2019 Convertible Notes. with the outstanding principal of $26,239 and $38,339, and the February 2020 Note and the March 2014 Note and with outstanding principal balances of $10,500 and $35,926, respectively, together with aggregate outstanding accrued interest as of the date of the transaction in total of $41,045. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.08 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $88,000 included in other income (expenses) within accompanying statement of operation.
| F-41 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
On June 10, 2021, the Company issued a convertible note in the amount of $52,475 to an individual investor. The note had a maturity term of two years and carried an interest of 10% per annum. The note was convertible into common stock of the Company at $0.025 per share. In addition, the company issued 200,000 shares of common stock warrants. The warrant (i) had an exercise price of $0.025 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of June 10, 2021, using the Black Scholes Model with assumptions disclosed within Note 9. The allocated value of the warrant was determined to be $35,862 and are being accounted for as debt issuance costs and expensed to interest expense in the year ended December 31, 2022, and included in other income (expenses) within accompanying statement of operation. As of December 31, 2021, the net carrying amount and related accrued interest of the convertible note was $52,500 and $2,949, respectively. The note was repaid in full during 2022, and the warrant was extinguished upon repayment.
At December 31, 2022 and December 31, 2021, convertible notes and debentures consisted of the following:
| December 31, 2022 | December 31, 2021 | |||||||
| Convertible notes payable | $ | – | $ | 427,479 | ||||
| Unamortized debt discount | – | (35,862 | ) | |||||
| Carrying amount | – | 391,617 | ||||||
| Less: current portion | – | (391,617 | ) | |||||
| Long-term convertible notes, net | $ | – | $ | – | ||||
NOTE 6 – ACCOUNTS PAYABLE
As of December 31, 2022 and 2021, the Company has $539,920 and $798,709 in outstanding accounts payable, respectively.
On September 30, 2022 the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $175,000 in exchange of 750,000 shares of the Company’s common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.17 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $47,500 being included in other income (expenses) within accompanying statement of operation.
On June 15, 2022 and September 30, 2022, the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $83,350 in exchange of 50,000 shares and 50,000 shares of the Company’s common stock respectively. The fair value of the common stock issued was determined using the stock price as of the dates of the mutual release agreement at $0.04 and $0.17 per share, respectively. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $74,850 being included in other income (expenses) within the accompanying statement of operation.
On July 1, 2022 the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $47,000 in exchange of 854,546 shares of the Company’s common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.05 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $14,293 being included in other income (expenses) within the accompanying statement of operation.
As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $134,278 included in other income (expenses) within accompanying statement of operation.
| Gain on debt extinguishment of: | December 31, 2022 | December 31, 2021 | ||||||
| April 2014 convertible Note, May 2015 Notes | $ | 831,406 | $ | – | ||||
| March 2015 Note and accrued interest | 190,374 | – | ||||||
| Settlement of common stock to be issued | 176,600 | – | ||||||
| Accounts payable | 136,643 | – | ||||||
| February 2020 Note and March 2014 Note | 88,000 | – | ||||||
| Total gain on debt extinguishment | $ | 1,423,023 | $ | – | ||||
| F-42 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
NOTE 7 – COMMON STOCK TO BE ISSUED
As of December 31, 2022 and 2021, the Company’s outstanding liability in connection to common stock to be issued was $30,500 and $248,600, respectively.
The balance of $30,500 common stock to be issued as of December 31, 2022, represents the Company’s obligation to issue 50,000 shares and 150,000 shares of common stock in connection to the October 2022 and November 2022 Notes, respectively.
The balance as of December 31, 2021 in the aggregate amount of $248,600 represents the Company’s obligation to issue 3,600,000 shares in connection with convertible note settled. On June 30, 2022, the Company entered into a release agreement with an investor to issue 1,800,000 shares of the Company’s common stock in exchange for the settlement of the $248,600 stock to be issued obligation. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for $176,600 to be included in other income (expenses) within accompanying statement of operation.
NOTE 8 – STOCKHOLDERS’ DEFICIT
Authorized
Authorized capital stock consists of 125,000,000 common shares with a par value of $0.001 per share; and 25,000,000 Preferred shares with a par value of $0.001 per share.
Preferred Stock
The Company has designated the issuance of 9,000,000 of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) and 5,000,000 of Series B Preferred Stock (the “Series B Preferred”). The Series A Convertible Preferred and Series B Preferred stockholders have the following rights and preferences:
Dividends: Series A Convertible Preferred and Series B Preferred stockholders shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.
Liquidation Preference: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $0.001 per share (the "Preference Value"), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed to the holders of the Series A Convertible stock and common stock. Then Series B Preferred Stock shall be entitled, before any distribution or payments made upon any common stocks, to be paid on a pro-rata basis the highest of (i) the bid price quoted on a day of liquidation (ii) the price paid for such shares, (iii) the price per share established in any merger agreements (as defined). After the holders of the Series B Preferred Stock is paid in full the remaining assets of the Company may be distributed ratably per share to the holder of common stock.
| F-43 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
Voting Rights: Each holder of Series A Convertible Preferred Stock and Series B Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Convertible Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Convertible Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock. Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per share on each submitted to a class vote of the holders of Series B Preferred Stock.
Conversion Rights: Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock.
As of December 31, 2022 and 2021 there were 5,176,000 shares of Series A Convertible Preferred Stock remaining outstanding. As of December 31, 2022 and 2021 there were 3,000,000 and 5,000,000 shares of Series B Convertible Preferred Stock remaining outstanding. On August 11, 2022, the Company received back a share certificate for 2,000,000 Series B Preferred Stock previously issued per mutual agreement with the shareholder. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the Transfer Agent.
Common stock issuances
During the year ended December 31, 2022, the Company issued in aggregate 1,000,000 shares of common stock valued at $143,500 to its employees as compensation for the services performed.
During the year ended December 31, 2022, the Company issued an aggregate of 133,333 shares of common stock valued at $9,333 to its vendor as payment consideration for the services performed.
On February 18, 2022, in connection with 2022 SA with AJB Capital Investments, LLC, the Company issued 3,076,923 shares of common stock as AJB Commitment Shares. The allocated value of the AJB Commitment Shares was $134,384 (see Note 5).
On September 30, 2022 and October 3, 2022, the Company issued an aggregate of 100,000 shares of Company’s common stocks in connection with November 2022 Note. The allocated value of such shares was $13,768. On November 10, 2022 the Company issued 150,000 shares of Company’s common stocks in connection with November 2022 Note. The allocated value of such shares was $14,163.
During the year ended December 31, 2022 the Company entered into a number of settlement agreements to extinguish outstanding accounts payable balance issuing in aggregate 1,704,546 shares of common stock valued at $180,728 (see Note 6).
During the year ended December 31, 2022 the Company issued in aggregate 8,800,000 shares of common stock valued at $423,988 in connections with extinguishment of notes payable, convertible debt and related accrued interest (see Note 5).
On June 1, 2022, the Company received back a share certificate for 2,050,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.
On March 19, 2021, the Company sold 216,000 shares of common stock for a cash proceeds of $5,400.
| F-44 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
During the year ended December 31, 2021, the Company issued in aggregate 5,750,000 shares of common stock valued at $115,000 to its employees as compensation for the services performed.
As of December 31, 2022 and 2021, the Company had 72,664,160 and 59,729,358 shares of common stock issued and outstanding.
NOTE 9 – WARRANTS
2022 Warrant grants issued with debt financing
On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”) (see Note 7). The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The allocated value of the AJB 2022 Warrants was $42,675 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements.
2022 Warrant grants issued in connections with extinguishment of debt
On June 30, 2022 the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stocks in exchange for the settlement of the March 2015 Note (see Note 7). As a part of the consideration, the Company granted warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022 using the Black Scholes Model with the total fair value of the warrant was determined to be $39,988.
2022 Warrant grants issued in exchange of services
The warrants issued with this service agreement (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance with the exception to monthly warrants that non-exercisable or transferrable for six (6) months other than as permitted by FINRA Rule 5110. In connection with this agreement, through the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 2,700,000 shares of common stock. On September 20, 2022 the company entered into the amendment of the services agreement issuing additional consideration of in form of warrant to purchase 4,500,000 shares of Company common stock at 0.055 per share issued at the amended date. The warrants issued with this amendment (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. These warrants were valued as of the date of the grant using the Black Scholes Model with the total fair value of the warrant determined to be $1,070,825 and recognized as stock compensation expense during year ended December 31, 2022.
On May 4, 2022 the company entered into another service agreement issuing a consideration of warrant to purchase 2,200,000 shares of Company common stock at 0.055 per share over the 2022 engagement period. The Company issued the first six months of warrants to purchase 1,100,000 shares of common stock upon executing this agreement, and then additional monthly warrants each month at a rate of 181,818 warrants per month until 2,200,000 warrants have been issued in aggregate. The warrants issued with this service agreement (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance with the exception to monthly warrants that non-exercisable or transferrable for six (6) months other than as permitted by FINRA Rule 5110. These warrants were valued as of the date of the grant using the Black Scholes Model with the total fair value of the warrant determined to be $175,956 and recognized as stock compensation expense during year ended December 31, 2022.
| F-45 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
During the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 377,273 shares of common stock to the vendors for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $49,215 and recognized as stock compensation expense during year ended December 31, 2022. The warrants issued with this service agreement (i) have an exercise price of $0.55-0.15 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
During the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 1,250,000 shares of common stock to the employee for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $232,461 and recognized as stock compensation expense during year ended December 31, 2022. The warrants issued with this service agreement (i) have the exercise prices of $0.055 and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
| Weighted | ||||||||||||
| Weighted Ave | Average | |||||||||||
| Average | Contractual | |||||||||||
| Number of | Exercise | Term | ||||||||||
| Warrants | Price | (Years) | ||||||||||
| Balance outstanding at December 31, 2020 | 2,599,000 | $ | 0.05 | 1.96 | ||||||||
| Granted | – | – | – | |||||||||
| Exercised | – | – | – | |||||||||
| Expired/Canceled | – | – | – | |||||||||
| Balance outstanding at December 31, 2021 | 2,599,160 | $ | 0.05 | 0.96 | ||||||||
| Granted | 13,027,273 | 0.08 | – | |||||||||
| Exercised | – | – | – | |||||||||
| Expired/Canceled | (2,099,160 | ) | (0.05 | ) | – | |||||||
| Balance outstanding at December 31, 2022 | 13,327,273 | 0.08 | 4.39 | |||||||||
| Exercisable at December 31, 2022 | 13,527,273 | $ | 0.08 | 4.39 | ||||||||
The fair values of warrants granted during 2022 and 2023 were estimated using Black-Sholes option-pricing model with the following assumptions:
| 2022 | 2021 | |||
| Exercise Price | $0.04 -$0.25 | $0.05 | ||
| Risk-free interest rates | 1.43% - 4.27% | 2.67% | ||
| Expected life (in years) | 5.00 | 5.00 | ||
| Expected volatility | 310% - 352% | 3.254% | ||
| Dividend yield | 0% | 0% |
| F-46 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
NOTE 10 – INCOME TAXES
A reconciliation of the statutory U.S. Federal rate to the Company's effective tax rate is as follows:
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Federal income tax benefit at statutory rate | 21.00 | % | 21.00 | % | ||||
| State income tax, net of federal benefits | 13.49 | % | 5.90 | % | ||||
| Permanent items and other | 26.80 | % | (0.09 | )% | ||||
| Change in valuation allowance | (61.28 | )% | (26.81 | )% | ||||
| Provision from income taxes | – | – | ||||||
The tax effect of temporary differences that gave rise to significant portion of the deferred tax assets / (liabilities) were as follows:
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Net Operating loss carryforwards - Federal | 774,050 | 774,050 | ||||||
| Net Operating loss carryforwards - State | 218,393 | 218,393 | ||||||
| Stock based compensation | 487,957 | 487,957 | ||||||
| Deferred finance costs | 4,152.64 | 4,153 | ||||||
| Valuation allowance | (1,484,552 | ) | (1,484,551.88 | ) | ||||
| Net deferred tax assets | – | – | ||||||
At December 31, 2022, the Company has approximately $3,686,000 of net operating loss carryforwards for federal and $3,686,000 of net operating loss carryforwards for Connecticut state tax purposes that may be applied against future taxable income. Of the $3.7 million of the federal net operating losses, $1.7 million will begin to expire in 2033 while $2.0 million will not expire but will be subject to limitation of utilization of 80%. The Connecticut net operating losses will begin to expire in the year 2033 if not utilized prior to that date. There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by approximately $701,000 and $147,000 during the years 2022 and 2021, respectively. The deferred tax assets are approximately $1,485,000 and $784,000 at December 31, 2022 and 2021, respectively.
| F-47 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the utilization of the deductible temporary difference carryforwards. that is not likely that the Company will realize the benefits for its deferred tax assets, and a valuation allowance has been recorded on the same.
Pursuant to the provisions contained in Section 382 of the Internal Revenue Code relating to changes in ownership, net operating losses may be limited in future periods.
The Company does not have any recorded unrecognized tax benefit for uncertain tax positions as of December 31, 2022 and 2021.
NOTE 11 – RELATED PARTY TRANSACTIONS
Due to related parties
As of December 31, 2022, and 2021 the Company had an amount due to a shareholder in the amount of $2,371 and $1,206 as advance payable. This amount does not have specific repayment terms and does not bear interest.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of December 31, 2022 and 2021, no amounts have been accrued related to such indemnification provisions.
From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.
Assets purchase agreement
The Company is a party to amended and restated Assets Purchase Agreement (“2023 APA”) dated February 16, 2023, with individual seller (“Seller”), where for agreed consideration, the company acquired certain patents and the “know-how” required to performed manufacturing process. The Company shall pay to Seller a total of $500,000 in cash upon the (i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device. As additional consideration in accordance to 2023 APA, the Company shall issue to Seller shares of its restricted common stock upon the (i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (v) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company. On February 16, 2023, the Company issued to the Seller 3,000,000 shares of its common stock with additional 2,000,000 shares of common stock issued on April 25, 2023, and paid cash consideration of $125,000 upon the execution of the 2023 APA.
| F-48 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
NOTE 13 – SUBSEQUENT EVENTS
On January 12, 2023 the Company entered into a promissory unsecured loan agreement for $50,000 with the lender, with an additional $150,000 promissory unsecured loan issued with the same lender on March 6, 2023 (together the “January and March 2023 Notes”). The January 2023 note bears interest at ten percent (10%) per annum, and with the March 2023 note, they each had an initial maturity of 45 days and 30 days, respectively. In addition, the Company issued a lender 375,000 shares of Company’s common stocks. During the periods ended September 30, 2023 the Company entered into number of amendments to January and March 2023 Notes extending the maturity date to January 10, 2024 and January 12, 2024 respectively. In accordance with these amendments, the Company issued a lender in aggregate of 950,000 common stock shares valued at $101,500 and with additional 2,425,000 common stock shares to be issued.
On January 31, 2023 the Company entered into a promissory unsecured loan agreement for $50,000 (the “January 2023 Note”). The January 2023 Note bears interest at ten percent (10%) per annum and had an initial maturity of 60 days. In addition, the Company issued a lender 150,000 shares of Company’s common stocks. During the period ended September 30, 2023 the Company entered into number of amendments to the January 2023 Note extending the maturity date to December 31, 2023 and borrowing an additional $17,525 that was added to the outstanding principal of January 2023 Note. In accordance with these amendments, the Company issued a lender in aggregate of 1,010,000 common stock shares valued at $117,400 and with additional 400,000 common stock shares to be issued with the value of 44,000.
On March 9, 2023 the Company entered into a promissory unsecured loan agreement for $150,000 with a lender (the “March 9 2023 Note”). The March 9 2023 Note bears no interest had an initial maturity of 30 days. In addition, the Company issued a lender 250,000 shares of Company’s common stocks. During the period ended September 30, 2023 the Company entered into number of amendments to March 9 2023 Note extending the maturity date to February 11, 2024. In accordance with these amendments, the Company issued a lender in aggregate of 550,000 common stock shares valued at $51,500 and with additional 550,000 common stock shares to be issued.
On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants). The aggregate gross proceeds for the sale of the AJB 2023 Note and AJB 2023 Warrants was $270,000.
On August 11, 2023, the Company entered into a 120-day promissory note with a lander for $14,000 that carries a fixed interest payment of $1,000.00 payable on maturation (the “August 2023 Note”). On December 9, 2023 Company entered into an amendment to the August 2023 Note extending the maturity date to February 7, 2024.
On September 6, 2023 the Company entered into a promissory unsecured loan agreement for $25,000 with a lender (the “September 2023 Note”). The September 2023 Note bears interest at $1,000 and had an initial maturity of 21 days. In addition, the Company issued a lender 75,000 shares of Company’s common stocks.
During the period ended September 30, 2023 the Company entered into an amendment to the September 2023 Note extending the maturity date to January 25, 2024. In accordance with the amendment, the Company is obligated to issue a lender in aggregate of 200,000 common stock shares.
The November 2022 Note was subsequently amended on November 1 of 2023 to extend the maturity date to December 31, 2023 with 375,000 common shares issued subsequent to September 30, 2023 in connection with the amendments. The Company is currently negotiating with the lender to potentially convert the November 2022 Note to common shares in forbearance of repaying the principal.
| F-49 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
The November 10, 2022 Note was extinguished with 2,000,000 shares of Company’s common stock issued to the lender on February 28, 2023. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the period ended September 30, 2023.
On January 31, 2023 the Company sold 2,000,000 shares of its common stock for cash proceeds of $100,000.
During the period ended September 30, 2023, the Company issued an aggregate of 4,110,000 shares of common stock valued at $472,103 in connection with the 2023 Promissory Notes issued during the period.
During the period ended September 30, 2023, the Company issued in aggregate 50,000 shares of common stock valued at $6,250 to its employees as compensation for the services performed.
During the period ended September 30, 2023, the Company issued an aggregate of 380,430 shares of common stock valued at $45,299 to its vendor as payment consideration for the services performed.
On March 31, 2023, the Company received back a share certificate for 5,000,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.
On October 1, 2023, the November 2022 Note for $50,000 consolidated principal was extended for an additional 30 days, with an issuance of 125,000 common shares (see Note 4). On November 1, 2023, November 2022 Note was extended for an additional 60 days (same terms and conditions) with 250,000 shares issued. A total of 375,000 common shares issued to date in relation to this November 2022 Note.
On October 4, 2023, the Company entered into a 90 day promissory note with a lender for $45,000. The Note carries a fixed interest payment of $1,350 payable at the maturation of the note. On January 2, 2024, the Note was extended for an additional 30 days.
On October 6, 2023, the March 9, 2023 Note (see Note 4) was extended for an additional 100 days and 650,000 common shares were issued for this extension. On January 12, 2024, the March 9, 2023 Note was extended for an additional 30 days with the consideration of a fixed interest payment of $3,000 payable on the new maturation of the note on February 11, 2024. No shares issued were for the extension.
On November 1, 2023, the Company entered into a 6-month promissory note with a lender for $50,000 with 10% interest per annum. 125,000 shares of common stocks are earned per month that the principal is outstanding. In addition, the Company has issued 375,000 common shares to date in connection with this note.
On November 1, 2023, the Company paid the Seller an additional $50,000 in connection to its 2023 APA (see Note 11).
On November 16, 2023, the Company entered into an agreement to add an independent member to the Board of Directors, per this agreement, the Company has issued 20,000 on November 30, 2023, 20,000 on December 31, 2023, and 25,000 on January 1, 2024.
| F-50 |
Go Green Global Technologies Corp.
Notes to the Financial Statements for the
Years Ended December 31, 2022 and 2021
On November 17, 2023, the Company entered into a 45-day promissory note with a lender for $50,000 that carries 10% interest per annum with an issuance of 187,500 common shares.
On December 5, 2023, the 2023 AJB Note was amended to extend the EOD date pertaining to the Company’s filing of a registration statement to February 1, 2024. For this period of extension, the Company issued to AJB 750,000 shares of common stock.
On December 20, 2023, the Company entered into a 90-day promissory note with the lender for $30,000 carrying 10% interest per annum and 225,000 shares of common stock were issued.
| F-51 |
Up to 9,353,136 Shares of Common Stock
Up to 21,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants
PROSPECTUS
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other than the filing fees payable to the SEC. We will bear all of the costs incurred in connection with this registration statement.
| Amount | ||||
| SEC registration fee | $ | 85.91 | * | |
| Accountants’ fees and expenses | 90,000 | * | ||
| Legal fees and expenses | 60,000 | |||
| Printing and engraving expenses | 1,900 | * | ||
| Miscellaneous | 0 | |||
| Total expenses | $ | 151,85.91 | * | |
*Amount indicated is an estimate.
Item 14. Indemnification of Directors and Officers.
According to Nevada law, our Directors and executive officers may be individually liable for damages resulting from their act or failure to act in their respective capacities if i) the presumption is rebutted that they act in good faith, on an informed basis and with a view to the interests of the corporation, and ii) the Director or executive officer’s act or failure to act constituted a breach of his or her fiduciary duties as a Director or officer; and such breach involved intentional misconduct, fraud or a knowing violation of law.
Under Nevada law, we may generally indemnify a director or officer against liability incurred in a proceeding if he or she acted in good faith and believed that his or her conduct was in our best interest and that he or she had no reason to believe his or her conduct was unlawful. We may not indemnify a Director or officer if the person was adjudged liable to us or in the event it is adjudicated that the Director or officer received an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
| II-1 |
Item 15. Recent Sales of Unregistered Securities.
Set forth below are our issuances of unregistered securities within the past three (3) years.
On December 20, 2023, we issued 225,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.07 per share.
On December 5, 2023, we issued 750,000 shares of Common Stock to AJB Capital Investments LLC, who we reasonably believed to be an accredited investor, in connection to an amendment to that May 2023 financing note. The shares were issued at $0.10 per share.
On November 30, 2023, we issued 20,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. An additional 45,000 shares of Common Stock have been issued to date in connection with this agreement. The November 30, 2023 shares of Common Stock were issued at $0.11 per share, with an additional 20,000 shares of Common Stock issued on December 31, 2023 and an additional 25,000 shares of Common Stock issued on January 1, 2024 at a share price of $0.10 and $0.10 respectively.
On November 17, 2023, we issued 187,500 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.11 per share.
On November 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.14 per share.
On November 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. An additional 250,000 shares of Common Stock have been issued to date in connected to this note. The November 1, 2023 shares of Common Stock were issued at $0.14 per share, with additional 125,000 shares of Common Stock issued on December 1, 2023 and January 1, 2024, issued at $0.10 per share, and $0.10 per share respectively.
On October 6, 2023, we issued 650,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.13 per share.
On October 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.14 per share.
On September 30, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.14 per share.
On September 27, 2023, we issued 200,000 shares of Common Stock to Benjamin Wurts, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date from a short-term loan with us. The shares were issued at $0.14 per share.
On September 12, 2023, we issued 600,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.07 per share.
On September 6, 2023, we issued 200,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.11 per share.
On September 6, 2023, we issued 75,000 shares of Common Stock to Benjamin Wurts, who we reasonably believed to be an accredited investor, in connection with a short-term loan with us. The shares were issued at $0.11 per share.
| II-2 |
On September 4, 2023, we issued 850,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On September 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On August 31, 2023, we issued 350,000 shares of Common Stock to Nobadeer Ventures LLC in connection with our capital structure. The shares were issued at $0.12 per share.
On August 31, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On August 12, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.07 per share.
On August 7, 2023, we issued 200,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.08 per share.
On August 5, 2023, we issued 200,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.08 per share.
On August 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On August 1, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date and the increase of principal on a short-term loan with us. The shares were issued at $0.11 per share.
On August 1, 2023, we issued 1,944 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.11 per share.
On July 12, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.10 per share.
On July 8, 2023, we issued 150,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date of a short-term loan we have with him. The shares were issued at $0.09 per share.
On July 5, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date of a short-term loan we have with him. The shares were issued at $0.15 per share.
On July 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.
On July 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date and the increase of principal on a short-term loan with us. The shares were issued at $0.09 per share.
| II-3 |
On June 12, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.16 per share.
On June 7, 2023, we issued 200,000 common shares to Teresa Mannello in connection with the conversion of 200,000 Preferred A shares to common shares. The share exchange was an even swap.
On June 2, 2023, we issued 200,000 common shares to John Gagas in connection with the conversion of 200,000 Preferred A shares to common shares. The share exchange was an even swap.
On June 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.
On June 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.
On May 31, 2023, we issued 198,000 shares of Common Stock to Richard Zannotti in connection with the conversion of 198,000 shares of Series A Preferred Stock to Common Stock. The share exchange was an even swap.
On May 12, 2023, we issued 125,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On May 5, 2023, the Company issued 198,000 shares of Common Stock to Gary Gauer in connection with the conversion of 198,000 shares of Series A Preferred Stock to Common Stock. The share exchange was an even swap.
On May 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On May 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On April 25, 2023, we issued 2,000,000 shares of Common Stock to Salvatore Mario Pandolfo, who we reasonably believed to be an accredited investor, in connection to the Amended and Restated Asset Purchase Agreement. The shares were issued at $0.12 per share.
On April 13, 2023, we issued 5,833 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.12 per share.
On April 12, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On April 9, 2023, we issued 550,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.
On April 6, 2023, we issued 550,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.
On April 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On April 1, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On March 9, 2023, we issued 250,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.
On March 6, 2023, we issued 250,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.
On March 2, 2023, we issued 3,403 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.108 per share.
On February 28, 2023, we issued 2,000,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, at a price of $0.05 per share on the conversion of loans totaling $100,000.
| II-4 |
On February 16, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On February 16, 2023, we issued 3,000,000 shares of Common Stock to Salvatore Mario Pandolfo, wo we reasonably believed to be an accredited investor, in connection to the Amended and Restated Asset Purchase Agreement The shares were issued at $0.12 per share.
On February 10, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On January 31, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.12 per share.
On January 31, 2023, we sold 2,000,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, at a price of $0.05 per share.
On January 27, 2023, we issued 80,000 shares of Common Stock to Marianne Ligozio pursuant to the conversion of 80,000 shares of Series A Preferred Stock to shares of Common Stock. The share exchange was an even swap.
On January 26, 2023, we issued 100,000 shares of Common Stock to Geoffrey Grzywinski pursuant to the conversion of 100,000 Series A Preferred Stock to shares of Common Stock. The share exchange was an even swap.
On January 12, 2023, we issued 125,000 shares of Common Stock to David Zevetchin as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.
On January 12, 2023, we issued 125,000 shares of Common Stock to Joseph Zizzadoro as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.
On January 3, 2023, we issued 12,500 shares of Common Stock to Hattie Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for her services to us as Chief Operating Officer, pursuant to the terms of her independent contractor agreement with us. The shares were issued at a price of $0.15 per share.
On December 1, 2022, we issued 200,000 shares of Common Stock to Hattie Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for her services, pursuant to the terms of our independent consultant agreement with her. The shares were issued at a price of $0.15 per share.
On December 1, 2022, we issued 150,000 shares of Common Stock to Erwin Vahlsing, Jr. as compensation for prior work performed for us. The shares were issued at a price of $0.15 per share.
On November 10, 2022, we issued 150,000 shares of Common Stock to Joseph Zizzadoro as partial inducement to enter into a short-term note with us. The shares were issued at $0.11 per share.
On October 27, 2022, we issued 250,000 shares of Common Stock to Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for the services she would provide to us as Chief Operating Officer. The shares were issued at a price of $0.15 per share.
| II-5 |
On September 30, 2022, we sold 750,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in settlement of $175,000 of accounts payable. The shares were issued at $0.233 per share.
On September 30, 2022, we issued 50,000 shares of Common Stock to John Iarusso, who we reasonably believed to be an accredited investor, in settlement of $42,675 of accounts payable. The shares were issued at $0.8535 per share.
On September 17, 2022, we issued 50,000 shares of Common Stock to David Zevetchin as partial inducement to enter into a short-term note with us. The shares were issued at $0.05 per share.
On August 1, 2022, we issued 200,000 shares of Common Stock to Hattie Corrine Couch for services rendered to us as a consultant. The shares were issued at a price of $0.15 per share.
On July 1, 2022, we issued 854,546 shares of Common Stock to Nobadeer Ventures LLC, an entity which we reasonably believed was an accredited investor, in settlement of $47,000 of accounts payable. The shares were issued at $0.055 per share.
On June 30, 2022, we issued 1,800,000 shares of Common Stock to Xavier Mimaud, who we reasonably believed to be an accredited investor, in settlement of $248,600 of stock to be issued liability. The shares were issued at $0.14 per share.
On June 30, 2022, we issued 3,200,000 shares of Common Stock to Adam and Paul Cavise, who we reasonably believed to be accredited investors, in settlement of $358,432 of notes and accrued interest. The shares were issued at $0.11 per share.
On June 30, 2022, we issued 50,000 shares of Common Stock to John Iarusso, who we reasonably believed to be an accredited investor, in settlement of $42,675 of accounts payable. The shares were issued at $0.8535 per share.
On June 30, 2022, we issued 800,000 shares of Common Stock to Debourah Mattatall, who we reasonably believed to be an accredited investor, in settlement of $148,331 of notes, and accrued interest held personally and by her companies, Epworth Corp. and Harris-Lake Inc. The shares were issued at $0.19 per share.
On June 30, 2022, we issued 3,000,000 shares of Common Stock to Mark and Michael Del Priore, who we reasonably believed to be accredited investors, in settlement of $950,966 of notes, accrued interest, and accounts payable. The shares were issued at $0.32 per share.
On May 1, 2022, we issued 100,000 shares of Common Stock to Hattie Corrine Couch, for consulting services rendered to us. The shares were issued at a price of $0.15 per share.
On April 11, 2022, we issued 133,333 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, a consultant and accredited investor, for services rendered to us. The shares were issued at a price of $0.15 per share.
On March 3, 2022, we issued 100,000 shares of Common Stock to Hattie Corrine Couch for consulting services rendered to us. The shares were issued at a price of $0.15 per share.
On February 18, 2022, we issued 3,076,923 shares of Common Stock to AJB Capital, an accredited investor, as collateral for the potential conversion of a note of even date issued by AJB Capital. The shares were issued at $0.133 per share.
| II-6 |
In August 2021, we issued 500,000 shares of Common Stock to Erwin Vahlsing, Jr., our former Director and Chief Financial Officer, for services he rendered to us as Chief Financial Officer. The shares were issued at a price of $0.02 per share.
On July 15, 2021, we issued 1,500,000 shares of Common Stock to Danny Bishop, our President, Chief Executive Officer and Chief Financial Officer, as compensation for his services as President and Chief Executive Officer. The shares were issued at a price of $0.001 per share.
On July 15, 2021, we issued 3,000,000 shares of Common Stock to John D’Alessandro, Sr. as compensation for services he previously provided to us. The shares were issued at a price of $0.001 per share.
On July 15, 2021, we issued 750,000 shares of Common Stock to John E. D’Alessandro, Jr., a member of the Board, as compensation for his services as our Director as well as our Director of Manufacturing. The shares were issued at a price of $0.001 per share.
On March 19, 2021, we sold 216,000 shares of Common Stock to Timothy Stegenga, who we reasonably believed to be an accredited investor, at a price of $0.025 per share.
The issuance of the capital stock listed above were deemed exempt from registration under the following exemptions: (i) Section 4(a)(2) of the Securities Act or Rule 506(b) of Regulation D promulgated thereunder (“Regulation D”), in that the issuance of the capital stock were either (x) made to parties we reasonably believed to be accredited investors or (y) did not exceed 35 non-accredited investors, and (z) did not involve a public offering, and (ii) Section 3(a)(9) of the Securities Act, in that our existing security holders exchanged their securities for capital stock. For the issuances exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D, either the recipient of the capital stock represented this recipient’s intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof, or we had a reasonable basis for believing this was the recipient’s intention.
| (b) | Warrants. |
2023 Bridge Financing
On May 5, 2023, in addition to the 2023 AJB Note, we issued the 2023 Warrants to AJB Capital, which entitled the holder to purchase up to 9,000,000 shares of the Common Stock at an exercise price of $0.001 per share. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full.
Our aggregate gross proceeds from the 2023 Bridge Financing were $270,000, which we used to pay for general operating costs and auditing and attorney’s fees pertaining to the filing of this registration statement.
2022 Bridge Financing
On February 18, 2022, in addition to the 2022 AJB Note, we issued the 2022 Warrants to AJB Capital in connection with that certain 2022 AJB Note (as defined below), to purchase up to 2,500,000 shares of Common Stock at an exercise price of $0.20 per share, with a 5-year exercise period. The number of shares underlying the 2022 Warrants and exercise price of the 2022 Warrants were subject to adjustment as provided therein.
Pursuant to the 2022 Bridge Financing Amendment, we entered into the 2022 AJB Note Amendment, which, amongst other things, (i) extended the maturity date of the 2022 AJB Note and (ii) provided for our payment of $150,000 of the aggregate principal and interest due on the 2022 AJB Note by a date certain specified within the 2022 AJB Note Amendment, and (iii) waived certain events of default under the 2022 AJB Note. We also entered into that certain Amended and Restated Common Stock Purchase Warrant with AJB dated March 1, 2023, which changed the exercise price of the 2022 Warrants to $0.01 and the aggregate number of shares of Common Stock underlying the 2022 Warrants to 2,500,000.
| II-7 |
Our aggregate gross proceeds from the 2022 Bridge Financing were $270,000, which we used to pay for general operating costs.
The issuance of the securities listed above were deemed exempt from registration under Regulation D, in that the issuance of the securities were made to an accredited investor and did not involve a public offering. AJB Capital represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Warrants issued to AGES
We previously entered into the 2021 Engagement Letter with AGES, an investment bank and accredited investor, to act as our non-exclusive financial advisor with respect to certain Proposed Offerings. Pursuant to the 2021 Engagement Letter’s financial advisory payment provision, we issued multiple warrants from 2022 to 2023 as partial consideration for AGES’s services. Each of these warrants had a five-year exercise period after issuance and an exercise price of $0.055 per share of Common Stock underlying each warrant. The number of shares of Common Stock underlying these warrants issued pursuant to this financial advisory payment provision totaled 2,700,000.
The 2021 Engagement Letter’s warrant compensation provision also stipulated that we were to issue common stock purchase warrants with underlying shares of Common Stock equal to 4% of the total number of shares of Common Stock sold in a Proposed Offering. Pursuant to this warrant compensation provision, in 2022 we issued to AGES several warrants with a five-year exercise period and an exercise price of $0.055 per share of Common Stock underlying each warrant, which warrants covered, in the aggregate, 327,273 shares of Common Stock.
We entered into the 2022 Engagement Letter, which provided for, among other things, AGES’s serving as financial advisor to our future merger and acquisitions transactions and customer relationships. The financial advisory payment provision of the 2022 Engagement Letter stipulated that we would issue warrants to AGES with five-year exercise periods, and with exercise prices of $0.055 per share of Common Stock. The number of shares of Common Stock underlying the warrants we issued pursuant to this payment provision totaled 2,200,000.
We entered into the Amended 2021 Engagement Letter, which amended certain terms of the 2021 Engagement Letter. Pursuant to the Amended 2021 Engagement Letter, among other things, we would additionally issue to AGES warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.055 per share.
We entered into the Second Amended 2021 Engagement Letter, which amended certain terms of the 2021 Engagement Letter. Pursuant to the Second Amended 2021 Engagement Letter, among other things, and in addition to those warrants we agreed to issue pursuant to the 2021 Engagement Letter and Amended 2021 Engagement Letter, we would issue to AGES an increased number of warrants to purchase 3,000,000 shares of Common Stock at an exercise price of $0.055 per share.
In 2023, with our consent, AGES assigned a certain number of warrants issued pursuant to the 2021 Engagement Letter, Amended 2021 Engagement Letter, Second Amended 2021 Engagement Letter, and 2022 Engagement Letter to those Selling Shareholders identified in the “Selling Shareholders” section.
Warrants issued as compensation and in settlement of liabilities
On June 30, 2022, we issued warrants to Paul Cavise, who we reasonably believed to be an accredited investor, in settlement of our outstanding loans and accrued consulting fees. These warrants have a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.
| II-8 |
In 2022, we issued several warrants to Nathaniel Apgar, who we reasonably believed to be an accredited investor, as partial consideration of the consulting services he provided to us. These warrants have a five-year exercise period and an exercise price $0.15. The number of shares of Common Stock underlying these warrants total 50,000.
On November 1, 2022, we issued a warrant to Erwin Vahlsing, Jr., who we reasonably believed to be an accredited investor, for prior services rendered to us in his former positions as our Director and Chief Financial Officer. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.
On December 31, 2022, we issued a warrant to Erwin Vahlsing, Jr., who we reasonably believed to be an accredited investor, pursuant to his separation agreement with us. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 250,000.
(c) Notes.
On June 9, 2021, we issued that certain convertible promissory note to Westmount Park Investments Inc. (“WPI”), which we reasonably believed to be an accredited investor, in the principal amount of $52,500, a two-year maturity date, and 10% interest rate (the “WPI Note”). The WPI Note allowed for conversion at the option of the holder for the total amount outstanding on the note into Common Stock at $0.025 per share. The WPI Note also permitted WPI to, at its option and in addition to conversion into Common Stock, convert the total amount outstanding on the note into warrants to purchase our Common Stock, each with an exercise price of $0.05 per share of Common Stock underlying the warrant. We repaid the WPI Note in full in April 2022.
The issuance of the WPI Note was deemed exempt from registration under Rule 506(b) of Regulation D, in that the issuance of the note was made to an accredited investor and did not involve a public offering. WPI represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits: Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into this Item.
(b) Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements and the related notes.
| II-9 |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
| II-10 |
(5) That for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brookfield, State of Connecticut on the 5th day of February 2024.
| GO GREEN GLOBAL TECHNOLOGIES CORP. | ||
| By: | /s/ Danny G. Bishop | |
| Danny G. Bishop | ||
President and Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Capacity in Which Signed | Date | ||
| /s/ Danny G. Bishop | President, Chief Executive Officer, Chief Financial Officer, and Director | February 5, 2024 | ||
| Danny G. Bishop | Principal Financial and Accounting officer) | |||
| /s/ Hattie Corrine Couch | Chief Operating Officer and Director | February 5, 2024 | ||
| Hattie Corrine Couch | ||||
| /s/ John E. D’Alessandro | Director | February 5, 2024 | ||
| John E. D’Alessandro, Jr. | ||||
| /s/ Dennis Beckert | Director | February 5, 2024 | ||
| Dennis Beckert | ||||
| II-12 |
* To be filed.
+ Parts of certain information have been redacted.
| II-13 |
Exhibit 3.1
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20060109152 - 76 Filed On 02/22/2006 Number of Pages 2
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Addendum to the
ARTICLES OF INCORPORATION
OF
PHOTOMATICA, INC.
PARAGRAPH THREE
SHARES
The amount of the total authorized capital of this corporation is $75,000 as 75,000,000 shares each with a par value of one mill ($.001) Such shares are non-assessable.
In any election participated in by the shareholders, each shareholder shall have one vote for each share of stock he owns, either in person or by proxy as provided by law. Cumulative voting shall not prevail in any election by the shareholders of this corporation.
PARAGRAPH EIGHT
ELIMINATING PERSONAL LIABILITY
Officers and directors shall have no personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as an officer or director. This provision does not eliminate or limit the liability of an officer or director for acts or omissions which involve intentional misconduct, fraud or a know violation of law or the payment of distributions in violation of NRS 78.300.
PARAGRAPH NINE
AMENDMENT OF ARTICLES OF INCORPORATION
The articles of incorporation of the corporation may be amended from time to time by a majority vote of all shareholders voting by written ballot in person or by proxy held at any general or special meeting of shareholders upon lawful notice.
| 2 |
Exhibit 3.2
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20080538445 - 49 Filed On 08/12/2008 Number of Pages 1
Exhibit 3.3
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20100451996 - 17 Filed On 06/22/2010 Number of Pages 1
Exhibit 3.4
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20120158477 - 57 Filed On 03/05/2012 Number of Pages 1
Exhibit 3.5
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20130226301 - 10 Filed On 03/26/2013 Number of Pages 5
UNANIMOUS WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOAR D OF DIRECTORS OF GO GREEN GLOBAL TECHNOLOGIES, CORP. {PREFERRED SHARES, ISSUANCE OF PREFERRED SHARES 03/19/2013) In lieu of a special meeting of the board of directors of Go Green Global Technologies, Corp . {the "Company"), the undersigned, representing all of the board of directors of the Company (the "Board of Directors") take the following actions by written consent pursuant to the authority of the Nevada Business Corporation Act (Chapter 78 of the Nevada Revised Statutes † 78 . 315 ( 2 )) and Nevada Revised Statutes † 78 . 1955 , and such actions shall have the same force and effect as if a meeting were duly called and held . PREFERRED SHARES WUEREAS, the Company requires additional funding on an ongoing basis; WHEREAS, revenue from sales is not currently generating sufficient funds to meet the Company's liabilities on an month - to - month basis; WHEREAS, certain of the Company's officers and shareholders have consistently provided ad hoc funding to the company in the form of equity purchases; WHEREAS, the Company wishes to recognize the ongoing financial support and confidence such investors bring to the Company in its early stages NOW, THEREFORE IT BE RESOLVED, the Board of Directors hereby authorizes the Company to designation 4,000,000 of its common shares to be preferred stock FURTHER RESOLVED, that the officers of the Company are, and each acting alone is, hereby authorized and directed to take such further action as may be necessary. appropriate or advisable to implement this resolution and any such prior actioru; are hereby ratified. The Company preferred shares shall be voting, hold a priority for distribution upon any winding up of the company or sale of all or substantially all of the assets of the Company in priority over a!! common stock holder , and shall automatically convert into common stock upoo listing of any of the Company shares on any national exchange, Warrants is.sued with the common stock under the Private Placement Memorandum shall remain redeemable for common stock. SWAP OF COMMON STOCK WHEREAS, the Company, purnuant to prior resolution, prepared and issued a Private Placement Memorandum, and acknowledges that it has received and expects to continue receiving investment proceeds therefrom ; WHEREAS, the Company believes it is in its best interest to offer preferred stock to encourage investment under the Private Placement Memorandum ; WHEREAS, if preferred shares designation has not yet been filed with the Nevada Secretary ofState at the time ofinvestment/issuance, the Company agrees that it will swap the common stock issued, to the persons and in the amounts, on a l : l basis . listed in Exhibit A_ RESOLVED, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents !Ill such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions RESOLVED FURTHER, that any actions taken by such office.rs prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of this corporation. Page 1 of l
UNANfMOUS WRITT £ N CONSENT IN I . IF . I} Of A SPECJAL MEETINC OF TH £ BOARD OF DIRECTORS OF GO CR£rn GLOBAL TECHNOLOGIES. CORP. {PREFERRED SHARES, ISSUANCE OF PREF£RR£D SHARES aJ/l 1 >nll13) SIGNATURE rAGE 11 ' WITNESS WHEREOF . by exccuri 11 g 1 hesc : resolu 1 ion . each undersigned member of th . - Bo . vd of Director ; is g i,·ing wriuen e . ,nscnl in fan • r of the abo,·e n : solutimu . This Un : lllim<'>us Wti \ lcn Consent may be . ,, . ,cuted in any number of countC'(IMl'IS . c ch of which shall comtinm : an l">riginal anti all of which lol : elher h : ,U constihtt une . ic 1 ic,n . Any copy . facsimile or other reliable rcproouc - 1 ion of lhis ac 1 ion may 1 )e subs 1 ilv 1 ed or used in lfru of lhC' original ,, . ,Tiling fo . any < 1 nd all purposes for whii : h the 1 , 1 riginal wri 1 ing could be us,,d . provided 1 hm ,uch co 11 y . facsimile or olh .. - r reproduc 1 ion be a complete rc : produc 1 ioo of 1 hr em ire origin \ " \ \ Tilin ::;. /4l!4 l_ / John D' Alt sandro. Dirrtlor Dare: March 19, 2013 Page 2 of 3 I l
UNANIMOUS WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF GO GREEN GLOBAL TECHNOLOGIES, CORP. (PREFERRED SHARES, ISSUANCE OF PREFERRED SHARES 03/19/2013) Jn lieu of a special meeting of the board of directors of Go Green Global Technologies, Cmp . (the "Company"), the undersigned, representing all of the board of directors of the Company (the "Board of Directors") take the following actions by written consent pursuant to the authority of the Nevada Businen Corporation Act (Chapter 78 of the Nevada Revised Statutes † 78 . 315 ( 2 )) and Nevada Revised Statutes † 78 . 1955 , and such actions shall have the same force and effect as if a meeting were duly called and held . PREFERRED SHARES WHEREAS, the Company requires additional funding on an ongoing basis; WHEREAS, revenue from sales is not currently generating sufficient funds to meet the Company's liabilities on an month - to - month basis; WHEREAS, certain of the Company's officers and shareholders have consistently provided ad hoc funding to the company in the form of equity purchases; WHEREAS, the Company wishes to recognize the ongoing financial support and confidence such investors bring to the Company in its early stages NOW, THEREFORE IT HE RESOLVED, the Board ofDirectors hereby authorizes the Company to designation 4,000,000 of its common shares to be preferred stock. FURTHER RESOLVED, that the officers of the Company are, and each acting alone is, hereby authorized and directed to take such further action as may be necessary, appropriate or advisable to implement this resolution and any such prior actions are hereby ratified. The Company preferred shares shall be voting, hold a priority for distribution upon any winding up of the company or sale of all or substantially all of the assets of the Company in priority over all common stock holders, and shall automatically ,;;onvert into common stock upon listing of any of the Company shares on any national exchange. Warrants issued with the common stock under the Private Placement Memorandum shall remain redeemable for common stock SWAP OF COMMON STOCK WHEREAS, the Company, pursuant to prior resolution, prepared and issued a Private Placement Memorandum, and acknowledges that it has received and expects to continue receiving investment proceeds therefrom ; WHEREAS, the Company believes it is in its best interest to offer preferred stock to encourage investment under the Private Placement Memorandum; WHEREAS, if preferred shares designation has not yet been filed with the Nevada Secretary of State at the time ofinvestmerrt/isSUB . Ilce, the Company agrees that it will swap the common stock issued, to the persons and in the amounts, on a l : l basis, listed in Exhibit A RESOLVED, that the officers ofthis corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and aJl documents as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions. RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confinned and approved as the acts and deeds ohhis corporation. Page 1 of 1
UNANIMOUS WRITTEN CONSENT IN LIF . V OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF CO CRE' . li . N GLOBAL TECHNOLOGI ES, CORI' . (f'REF£RREO SHARES, ISSUANC£ OF PREFERRED SHARES 03/19/1013) SIGNATURE PA.GE Ii \ WITNESS WH ERE : OF . by cxecuring 1 hesc n : s .: ilL 11 icms . each undersi 3 ntd member of the Board of Din .: cto, . is ; ii,·ing "Tillrn con : ,i,n \ in fa \ 'ot of the above - re . solutions . This Unanimous Wriucn Conscm may be e,cc 111 < : < 1 in any numbo : r ot' coumerp rts . cich of which ,hall constitutl! an «iginal and : ill or which ll"g . e 1 her hall 011 nilul< uns, : ,ct ion . , \ ny copy, facsimilt or oth r rdiable rcpioduction of this aclion ma>· substilvtcd or used in lieu ofw orisi J writing for any and all purposes for which !he orii ; iMI writing could d . pro ide !lull ,ud, copy . facsi mi k or 01 h • - - r reprod uc,ion be a comple - te rcprod \ l< : tion of 1 hr e 111 ire original \ \ Tilln ::. D:ne: Da1e: i \ t:irch 19, 2013 Da1e: Page 2 of 3 l
Exhibit 3.6
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20140482276 - 36 Filed On 07/01/2014 Number of Pages 7
ROSS MILL!ft Secretary of Stata 204 Notlh Ctraon Street, Sulflt 1 Canion City, Nevada H 701 - 462 Q ( 775 ) 884 - 5701 Webeita : www . nwoa .; ov Certificate of Amendment (PURSUANT TO NRS 78.386 ANO 711.390) USS SI.ACK lfl<ONLY • CQ NOT HIGH iGlff AUOVI! !U>ACl!IB !'OR OPFIC! USIIOIIILY Certificate of Amendment to Articles of (ncorporatlon For Nevada Profit Corporations (Pursuant to NRS 78.386 and 78.390 - After IHuance of Stock) 1. Name of corporation: Go Green Global TllChnologiea Corp. , 2. The artlcles have been amended as follows: (provide .i.rtlcle numbers, If avaUable) ,Tbe articles have been amended and restated (sec attachment). Illlmllll lllllDIIIIRII IIIIIIII!1111 •090lo:i• 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at !east a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of Incorporation* have voted In favor of the amendment Is:, 1 . . ; . l,6 † 7'.(lOO" _a_p_pJ?.y _ 1 2_ 4 . Effective date and time of filing: (optional) Date: I . ... . --- .J ; Tlme: 1. - ---- - - - -- - - (must not be later than 90 days aftvr the certificate Is f!llld) raofOfflc re ..5/c/e,vr This form 1'11Wt be sceomp&n/Bd by spproprltJtt1 fH& • 1 t any prcpoB mendm 11 nt would alter or chan ; a any preference or 8 f 1 )' relallv 11 or ether right glVan to any class 1 >, serta or cull!lundlng s, lh"n the amendment must ba approved by the vo 1111 , I n addltlon to th • affirmative vote 0 !/ 1 e 1 Wlsll niquired, of the holders sl'lares rapresentlng a majority cf the vol!ng power of escli ol 11 sa or aeries aff&ctlld by tha amendm 11 nt ardless to llmltaliona or re&tr 1 ctlomr en the votln 11 pc - r thereof . IMPORTANT : Fallure to lnciucia any of fie abO \ le lntorme . tlcn and 11 ubmitwfth the proper reea may c 1111 se thi 11 fil!ng to be rejected . - do Becn!il!Y of &lalu / \ mono Pront,Aller 11... _, 11 - 27 - 13
AMENDED AND REST4TED ARTICLES OF INCORPORA.TION OF GO GREEN GLOBAL TECHNOLOGIES CORP., A NEVADA CORPORATION ARTICLE I The name of the Corporation is: Go Green Global Technologies Corp. (the 'Corporation"), ARTICLE II RESIDENT AGENT The name and address of the COfPC)ralion's resident agent is Robert L. Hawkins , 521 Mountain City Hwy, Unit 13, Elko. Nevada 89801 , ARTICLE Ill PURPOSE The Corporatloo is organized for the purpose of engaging in any lawful activity, within or without tha State of Nevada. ARTICLE IV Sectjon 4 . 01 . Auth 0 Ji 1 . ed Capita l Stock . Th 4 J total number of shares of stock this COl'pOfStion is awthorized to issue s II be 75 , 000 , 000 shares of capital stock , par value $ 0 . 001 per shartt, conslsUng of 66 , 000 , 000 shares of Common Stock, par value S 0 . 001 per share, and 9 , 000 , 000 shares of Preferred Stock, par value $ 0 . 001 per share . Section 4 . 02 , Common . The relalive rights of the Common Stock shat! be determined in accordance wiU, th& 'foll 01 Ning provisions of this Section 4 . 02 ; (a) Dlyidends . Subject to the rights of the holders of Preferred Staci< . , and subject to any other provisions of these Articles of lncorporalion, as the same may be amended from time lo time, tioklers of shares of Common Stock shall be entilled lo receive equally on a per share basis such dividends and other distribuliMs in cash . stock or property of the Corporation as may be declared thereon by the Board of Directors from time t o time out of assets or funds of the CorpQratlon legally available therefor .
(b) - At every meeHng of the stockholders, each holder of Common Stock shan be entitled to cast one ( 1 } vote in person or by proxy for each shara of Common Stock standing in his or her name on the transfer books of the Corporatioo . Section 4 , 03 . Pra(erreo Stock . The Board of Directors shall have the authority lo authorize the issuance of the Preferred Stock from time to lime in one Of more classe, or senes, and to state In lhe resolutlon or resolutions from lime to time adopted providing for the issuance thereof the following : (a) The number of shares to constitute the class or series and the designation !hereof; (b} The preferences and relawe, part i cipating, optional or other special rights, if any, and the qual!f 1 CBtions, limitaUons, or restrict 10 ns thereof, if an , with respect to any class or series ; (c) Whether or not the shares of any class or series wll be l'&deemable and if redeemable Iha redemption price or prices, and the time or Umes at which, and lhe terms and conditions t 1 pon which, such sharss shall b@ rsd"mable and the manner of r&demptiO!'I ; {d) Whether or not the shares or a class or series shall be subject to the operation of retirement or sinking funds to tie applied to the purchase or redemption of Sl .. lch shares for retirement, and if such retirement or sinking funds be established, th 4 t annual amount thereof and the terms and previsions relattve to the operation thereof ; (e) The dividend rate, whether dMdend, ; are payable in cash, stocl( of 1118 Corporation, or olher property, the conditions upon which and the times wtien such divid&nds are payable, the p,eference to or the relation to the payment of dividends payable on any other class or clanes or series of stock, whether or not such dlvtdends shell be cumulative or noncumu l ative, and tf cumulatlve, the date or dates from which such dividends sha l l accumulate ; (f} The preferences, If any, and the amounts thereof which the holders of any class or series !hereof are entitled to receive upon the voluntary or Involuntary dlssolutlon of, or upon any distribution of the assets of, the Corporation; (g) Whether or not the shares of any class or seri is convertible into . or exchangeable fO!', the shares of any other class or classes or of any other serie, or the same o r any other ciass or classes of slock of the Corporation end the con 11 ersIon price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed o r provided for in such resofutioo or resollJtlons ; and (h) Whether or not !he holders of shares of eech class or serk!s of Preferred Stock have voting rights for the election or removal of directors or for any other purpose and upon which circumstances any or all voting rights shall be exercised or eJ<ercis . ble . (i) Such other rights and provisions with respect to any class OI' series es may to !he Board of Directors seem aclVl:sable. Section 4,04 . Control Shares and Business Combjnatlon Stalutes . The - provisions of NRS 78.378 through 78.3793, inclusive, and NRS 78.411 through 78.444, inciusi11e, shall not apply lo the Corporation. ARTICLEV DIRECTORS ANO INCORPORATORS Section 5.01 . Soard: Sizp . Th& business and affairs of ttie Corporatlon shall be managed by or under the direction of the Board of Oiractors . TM number of directors shall, at the Ume of filing af theM
. Articles of lneorporation with the Secretary ol Stale of the State of Nevada, be the number of directors then in office and shall thereafter, subject lo any limitations which may be set forth in the Bylaws and subject to the right, if any, of holders of shares of Preferred Stock outstanding to elect additional directors expressly 11111 forth in the n ; isolution or resolutions pr 011 iding for the issuance of such sharas, be such number or such greater or lesser number as may be fixed from lime to tme and at any time by a resolution or 1 ' 8 $ olullon 11 adopted by the afmllative vote of a majority of the whole Board of Directors ARTICLE VI DIRECTORS' AND OFFJCiRS' LIABILITY No director or officer of the Corporation shel be personally liable to the Corporation or any ot its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer . However, the fore - going provision shall not eliminate or limit the llebllily of a director or officer for (i) acts or omissions which involve intenUonal mfsconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violaUon of Section 78 . 300 of the Nevada Revised Statutes . Any repeal or modificatton of this Article by the shareholders of the Corporation shall be prospective onty, and shall not adversely affect any limitation on the p 1 : 1 rsonet liability of a director or officer of the Corporation for acts or omissiOns prior to such repeal or modiftcation, ARTIC1.EVII INDEMNlffCATIQN Seqtjon 7 . 01 . CMI and Criminal Actions . This Corporation shatt heMby indemnify any person who was or i s a party or is threatened to be made a party to any threatened, per,dirig or completed action, suit or proceeding, Whether civil . crim i nal, admlnlstratlve or lnvestigali \ / 8 , except an acllon by or in the right of Iha Corporation, by reason of the fact that he Is or was an officer or director, and this Corporation may, ln Iha discretion of the board of directors, indemnify any person who was or is an employee or agenl of !Ms Corpcxatlon, or ls or was s&l'Ving at the request of this corporation as director, officer, employee or agent of another corporalion, against expenses, lnclUdlng attorneys' lees, judgment, fines and amounts paid in aett!&ment actually and reasonably incurred by him in connection with the action ; suit or proceeding if he acted in good faith and In a manner which he reasonably be l ieved to be In or not opposed to the best i nterests of this Corporation, and, with respect to a criminal action or proceeding, had no reasonable cause to believe his oonduct was unlawful . The tennination of any action, suit or proceeding by judgment . order, settlement, conv i ction, or upon a ptea of nolo contenders or its equ i valent . does not, of ltsell, create a presumption that the person did not act i n good faith and in a manner which he reaso,iably believed to be in or not opposed to the best i nterest of this Corporation, and that . with respect lo any criminal action or proceed!ng . he had reasonable cause to believe that his conduct was unlawful . Section 7 . 02 . Derivative Suit& . This Corporation shall indemnify any pe on who was or Is a party or is threatened to be made a party to any threatened, pending or completea action or suit by or in the right of this Corporation to procure a judgrnerrt in its favor by reason of Iha fact tnet he is or was an officer or dlrector, and this Corporation may, In the discrebon of th 9 board of directors, indemnify any person wtio was or Is en employee or agent of this Corporation, or is or was serving at the request of this Corporalton as a d i rector, off 1 < : er . employee or agent of another corporaUon, partnership, joint venture, trust or other enterprise against expenses , including amounls paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of lhe . actions or suit if he acted In good faith and in a manner which he reasonably belleved to be ln o r not opposed to the best interests of thls Corporation . Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisd i ction , attar exhaustion of all appeals therefrom , to t>e Uable to this Corporation or for amounts paid in settlement to this Corporation, unless and only to ttie extent that the court in which the action or suit was brought or other court cf compet&nl jurisdiction determines upon appliqgtion that in v i ew of all the circumstances of too case , the person is fairly and reasonably entitled to Indemnity ror such expenses as the court deems proper . - 3 •
S,ction 7 m . S!/ccess On Merits , To the extent that a director, officer, employee or egent of this Corporation entitled to, or othel'Wise granted, indemnification has been successful on the merits 01 otheiwise in defense of any action, 8 < . lit or proceeding referred to in sections 1 end 2 , or in defen 5 e of any claim, issue or matter therein, he must ba indemnified by this Corporation against expenses, Including attorneys' fees, actually and reasonably Incurred by him in connection with the defense . Section 7 . 04 . Decision On !ndemnil \ cation . Any indemnification under sections 7 . 01 and 7 , 02 , unless ordered by a eot 1 rt or edVanced pursuant to section 7 . 05 below, must be made by this Corporation only as authorizsd in the specific case upon a determination that indemntficalion of the director, officer, employee or agent is proper in the Circumstances . The determination must ba made : (a) By the sloekholders; (bl By the Board of Directors by majority vote of a quorum consisting of d i rectors who were not parties to the act, su i t or proceeding ; (c) !fa majority vote of e Quorum consisting of directors who were not parties to the act, suit or proceeding so order,, by independent lega l counsel in a written opinion : or (d) lf a quorum consisting or din,ctors who were not parties to the act, suit or proceeding cannot be obtained, by independent l egal counsel in a written opinion . Seclion 7 0 . E 11 oenses . The expenses of officers and directors incurred in defending a ci 11 H or criminal action, suit or prooeeding shall be paid by this Corporation as they are incurred and In advance of the final disposition of the action, suit or proceeding, upon rece i pt of an undertaking by or on behalf of the director or officer to repay the amount If it ls ullimall!Jly determined by a court of competent Jurisdiction that he is not antilled to be indemnified by this Corporation, The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or othel"Nise by law . Section 7 06 . Other Rjghts : Continuation . The Indemnification and advar,cement of expenses authorized in Of ordered by a court pur . 3 uant to this S&ction 7 : (a) Does not exclude any other rights to which a person seeking i ndemnification or advancement or expenses may be entitled under the Bylaws, agreement, vote tTf stockholders or disinterested directors or othBl'Wise, for either an action in his official capacity or an action in another capacity while nokling his office, except that indemnification, unless ordered by a court pursuant to section 7 . 02 above or for the advancement of expenses made pursuant to sectlon 7 . 05 above, rney not be made lo or on behalf of any director or officer if a final adjudicatioo establishes that his acts or omissions involved intentional misconduct, fraud 01 a knowing violation of the l aw end was material to the CBI . I of action . {b) Continues for 11 pers< 1 n who has t : eaself to be . 11 director or officer, ancl to the ellrent indemnification 1 s provided by the board or direcloffl an employee or agent, and inures to the benefit of the heirs, executors and administrators of such a person . Section 7 . 07 . BvlaWs ; Insurance . Without limiting the application of the foregoing, the Board of Directora may adopt bylaws from lime to lime with respect to i rn : lemnilieation, to provide at all times th!! fuHest indemnification permitted by the laws of the Slate of Nevada or to limit the right of indemnification, and may cause the Corporation lo purch! ; ise and maintain 111 surence or make other financial arrangements on behalf of any person who Is or was a d or or officer of the Corporation as a director or officer of another corporation, or as Its representative in a partnership, Joint venture, trust or ether enterprise against any liability asserted against !WCh person and incurred in any such capacity or arising out of such status, to the fullest extent permitted by the laws of the, State of Nevada, whether or not the Corporation would have the power to indemnify ,uch person .
STATE OF CONNEC T ICUT : ss. COUNTY OF NEW HAVEN : This instrument was acknowledged before me on.:I'" /J 11 - . 2014 by Paul Murdock in his capacity as Presi nt of Go Green Global Technologles Corp. - 5 -
Exhibit 3.7
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20140587336 - 89 Filed On 08/14/2014 Number of Pages 1
Exhibit 3.8
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20140587938 - 67 Filed On 08/14/2014 Number of Pages 3
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF GO GREEN GLOBAL TECHNOLOGIES CORP, Pursuant to Section 78.1955 of the Nevada Revised Statutes of the State of Nevada: The undersigned, the Chafrman of the Board of Directors (the "Board of Directors'') of Go Green Global Technologies Corp,, a corporation organized and existing under the Nevada Revised statutes of the State of Nevada In accordance with the provisions of Section 78 thereof (hereinafter called the "Company'') , does hereby certify : That, pursuant to the author 1 ty conferred upon the Board of Directors by the Artlcles of lncorparation of the Company, the Board of Directors on June 11 th , 2014 adopted the followlng resolutlon creating a series of 9 , 000 , 000 shares of preferred stock designated as Serles A Preferred Stock : WHEREAS, the Company's Artlcles of Incorporation authorizes 9 , 000 , 000 shares of preferred stock, $ 0 . 001 par value per share, Issuable frorri tlrne to time in one or more series (the "Prefemu : ! Stock") ; and WHEREAS, the Compeny's Articles of Incorporation auttioriZes the Board of Directors to provide by resolution for the Issuance of shares of preferred stock in one or more series, and to fix for each such series such preferences, rights and pO'vller as may be permitted by the Nevada Revised Statutes . NOW THEREFORE, BE IT RESOLVED, that, pursuant to the authority vested in the Board of Directors In accordance v/rth the provisions or its Artlcles of lncorPQration, the Serles A Preferred Stock of the Company be and hereby are created, and that the designation and amount thereof and the powers, preferences and relative, optional and other special rights of the shares of such series, and the qualifications, !imitations or restrictions thereof are as follows : Section 1. Designation and Amount . Toe designation of such series of Preferred Stoel< shalf be "Series A Preferred Stock, $ 0 . 001 par value per share" ("Ser l es A Preferred Stock'') . The maximum number of shares of Series A Preferred Stock shall be 9 , 000 , 000 . Section 2. Series A Preferred Stock shan vote together wlth the Common Stock on an as - ff - converted basis. Section 4. conversion . The Series A Preferred Sieck wl!I automatically convert to Common stock upon a quallfled public offering of the CompE 1 ny's Common Stock based upon the si : z : e and price of such public offering or a sale of all or aubstantlally of the Company's assets . section 3. UquldaHon . Upon any llquldation, dissolution or winding up of the Corporation, whether voluntarlly or involuntarily, the holdern of shares of Series A Preferred stock shall be entitled, before any distribution or payment Is made upon any Common Stock, to be paid on a pro rata basis the highest of (I) the bid price quoted on the day of liquidatlon, dissolution or winding up, (il) the price paid for such shares, and (Iii) the price per share established in any merger agreement (a "Llquidat!on Pavmenr) . A consolida t i on or merger of the Corporatlon with or into any other corporation or corporations or other entity (other than a merger !n which the Corporation !s the survivor and the stockholders of the Corporation prior to such
merger own more than a majority of the voting securities of the Corporation following such merger), a transaction or a series of related transac!fons In which the stockholders of the Corporation transfer a majority of the voting securities of the Corporation to any person or a sale, lease or transfer of all or substantially an of the assets of the Corporation shall be deemed to be a llquldatlon, dissolution, or winding up of the Corporatlon . Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or Involuntary . after the holders of shares of Serles A Preferred Stock shall have been paid in full the Uquldatlon Payment, the remaining assets of the Corporation may be distr i buted ratably per share to the holders of Common Stock . Section 4. Reorganlzaijons and Related Transactions. In the event of a reorganization, share exchange, sale, conveyance, or reclassification, In a transaction or series of related transactions, including where there ts a shift In more than fifty percent Of the voting power of the Corporation ("Change of Control") , each share of Series A Preferred Stock shall, after such reorganization, share exchange or reclassification, be convertible at the option of the holder into the kind and number of shares of stock and/or other securities, cash or other property which the holder of such share of Serles A Preferred Stock would have been entitled to receive If the holder had held the Common Stock issuable upon conversion of such share of Series A Preferred Stock Immediately prior to such reorganization, share exchange, sale, conveyance or reclasslflcation . In the event of a merger or consolfdatlon to which the Corporation Is a party which results In a Change of Control, each share of Series A Preferred Stock shall, after such merger or consol!dation, be convertible at the option of the holder Into lhe kind and number of shares of stock andJor other securities, cash or other property which the holder of such share of Series A Preferred Stock would have been entitled t o receive if the hO \ der had held !he Common Stock Issuable upon conversion of such share of Series A Preferred Stock immediately prior to such consolidation or merger ptus all accrued and unpaid dlvidends on such shares of Se!1es A Preferred Stock through the conversion.
Exhibit 3.9
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20180124487 - 87 Filed On 03/19/2018 Number of Pages 2
Article IV, Section 4.01 is replaced in its entirety as follows: ARTICLE IV CAPITAL STOCK Section 4 . 0 l . Aurhorized Shares . The aggregate number of shares \ Nhich the Corporation shall have authority to issue is one hundred fifty million ( 150 , 000 , 000 ) shan ; s, consistmg of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par valm : of" $ . 001 per shure . The total number of shares of Common Stock that the Corporation shall have authority to issue is um ; twenty - five hundred million ( 125 , 000 , 000 ) shares . The totul number ofshan : s or Preferred Stock that the Corporation shall have authority to issue is twenty - five million ( 25 , 000 , 000 ) shams . The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a dhtinguishing letter or title, prior to the issuance of any shares thereof . The voting powers, designations, preferences, limitations, restrictions, and relative, purticipating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Prcf'crrcd Stock shall hereinafter be prescribed by resolution of !he board of directors pursuant w Section 4 . 03 of this Article IV .
Exhibit 3.10
Business Number E0143572006 - 9 Filed in the Office of Secretary of State State Of Nevada Filing Number 20180124488 - 98 Filed On 03/19/2018 Number of Pages 2
CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF GO GREEN GLOBAL TECHNOLOGIES CORP. Go G r een Global Techno l ogies Corp . , a corporation organized and exist i ng under the laws of the State of Nevada (the "Company"), hereby certifies that the following resolution was adopted by the Board of Directors (the "Board") of the Company as required by Chapter 78 of the Nevada Revised Statutes by Unanimous Written Consent in lieu of a meeting, amending the Articles of Incorporation of the Company to create a series of Preferred Stock designated as "Ser i es 8 Preferred Stock . " Pursuant to t he au t hority vested in the Board of Directors of Go Green Global Technologies Corp . , a corporation organized and existing under the l aws of t h e State of Nevada, in accordance with t he provisions of the Artic l es of Incorporation of the Company , the Boa r d hereby c reates a series of Preferred Stock, par value $ 0 001 per share, of the Company, to be designated as "Series B Preferred Stoc k" and h ereby fixes the voting powers, designat i ons, preferences, limitations, restrictions, relative rights and distinguis h ing designation of the shares of the Series B Preferred Shares, as follows : CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF GO GREEN GLOBAL TECHNOLOGIES CORP. SECTION 1 : DESIGNATION 1. Designation . Five Million ( 5 , 000 , 000 ) shares of the Pre f er r ed Stoc k of the Company, par value one - tenth o f one cent ( $ 0 . 001 ) per share, shall be designated and known as th e " Series B Preferred Stock . " 2. Div i dends . The holders of Series B Preferred Stock shall be entit l ed to receive dividends when, as and if declared by the Board of Directors, in its sole discretion 3. Liquidation Rights . Upon any liquidat i on, disso l ution or w in ding up of the Corporat i on, whether voluntary or involuntary, before any distr i bution or payment shall be made t o the ho l de rs of any stock r an ki ng ju ni or to the Serles B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of t h e assets of the Corporation an amount equal to $ 0 . 001 pe r sha r e (the "Preference Value''), plus a ll declared but unpaid d i vidends, for each share of Series B Preferred Stoc k held by them . Af t er the payment of the full app l i cable Preference Value of each share of the Series B Preferred Stock as se t forth herein , the remain i n g assets of the Corpo r ation legally available for distribution , i f any , shall be distributed ratably to t he holders of the Corporation's Common Stock . 4. Conversion and Anti - Dilution. Each share of Series B Preferred Stock shall not be convertible into the Corporation's common stock . 5. Voting Rights . Each share of Series B P r eferred Stock shall h ave twenty votes for any e l ection or other vote placed before t h e shareholders o f the Company . 6. Price. (a) The initial price of each share of Series B Pre f er r ed Stock shall be $0.00 L
Exhibit 3.11
BYLAWS OF
PHOTOMATICA, INC.
A NEVADA CORPORATION
ARTICLE I
SHAREHOLDERS
| 1. | ANNUAL MEETING |
A meeting of the shareholders shall be held annually for the elections of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.
| 2. | SPECIAL MEETINGS |
Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.
| 3. | PLACE OF MEETINGS |
Meetings of the shareholders shall be held at such place within or outside of the State of Nevada as may be fixed by the Board of Directors. If no place is fixed, such meetings shall be held at the principal office of the Corporation.
| 4. | NOTICE OF MEETINGS |
Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.
If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.
A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon paid, directed to the shareholder at his address as it appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.
| 1 |
When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this
Section 4.
| 5. | WAIVER OF NOTICE |
Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.
| 6. | INSPECTORS OF ELECTION |
The Board of Directors, in advance of any shareholders' meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.
| 7. | LIST OF SHAREHOLDERS AT MEETINGS |
A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.
| 8. | QUALIFICATION OF VOTERS |
Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.
Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.
| 2 |
Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares into the name of such fiduciary. Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.
Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.
No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.
| 9. | QUORUM OF SHAREHOLDERS |
The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.
| 10. | PROXIES |
Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.
The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.
| 11. | VOTE OR CONSENT OF SHAREHOLDERS |
Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.
Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.
Whenever shareholders are required are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of shareholders.
| 3 |
| 12. | FIXING THE RECORD DATE |
For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten nor more than sixty days before the date of such meeting, nor more than sixty days prior to any other action.
When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE II
BOARD OF DIRECTORS
| 1. | POWER OF BOARD AND QUALIFICATIONS OF DIRECTORS |
The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.
| 2. | NUMBER OF DIRECTORS |
The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. Unless otherwise fixed by the directors, the number of directors constituting the entire Board shall be four.
| 3. | ELECTION AND TERM OF DIRECTORS |
At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.
| 4. | QUORUM OF DIRECTORS AND ACTION BY THE BOARD |
A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
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| 5. | MEETINGS OF THE BOARD |
An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.
Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of conference telephone or similar communications equipment.
No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Nevada time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Nevada time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.
Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.
A notice, or waive of notice, need not specify the purpose of any meeting of the Board of Directors.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
| 6. | RESIGNATIONS |
Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
| 7. | REMOVAL OF DIRECTORS |
Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.
| 8. | NEWLY CREATED DIRECTORSHIPS AND VACANCIES |
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
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| 9. | EXECUTIVE AND OTHER COMMITTEES OF DIRECTORS |
The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders' approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable; or (f) the removal or indemnification of directors.
The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board of Directors.
| 10. | COMPENSATION OF DIRECTORS |
The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.
| 11. | INTEREST OF DIRECTORS IN A TRANSACTION |
Unless shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such shareholders.
Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.
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ARTICLE III
OFFICERS
| 1. | ELECTION OF OFFICERS |
The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.
| 2. | OTHER OFFICERS |
The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
| 3. | COMPENSATION |
The salaries of all officers and agents of the Corporations shall be fixed by the Board of Directors.
| 4. | TERM OF OFFICE AND REMOVAL |
Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.
| 5. | PRESIDENT |
The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meeting of the shareholders and the Board of Directors.
The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
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| 6. | VICE PRESIDENTS |
The Vice Presidents, in the order designated by the Board of Directors, or in absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.
| 7. | SECRETARY AND ASSISTANT SECRETARIES |
The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be described by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary's signature or by signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
| 8. | TREASURER AND ASSISTANT TREASURERS |
The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event the Treasurer's inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
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| 9. | BOOKS AND RECORDS |
The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Nevada or at the office of its transfer agent or registrar in the State of Nevada, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.
| 10. | CHECKS, NOTES, ETC. |
All checks and drafts on, and withdrawals from the Corporation's accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.
ARTICLE IV
CERTIFICATES AND TRANSFER OF SHARES
| 1. | FORMS OF SHARE CERTIFICATES |
The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.
Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.
Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Nevada; (b) the name of the person or persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any, which certificate represents.
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| 2. | TRANSFERS OF SHARES |
No share or other security may be sold, transferred or otherwise disposed of without the consent of the directors or until the Company is a reporting issuer, as defined under the Securities Exchange Act of 1934. The directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.
Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.
| 3. | LOST, STOLEN OR DESTROYED SHARE CERTIFICATES |
No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.
ARTICLE V
OTHER MATTERS
| 1. | CORPORATE SEAL |
The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
| 2. | FISCAL YEAR |
The fiscal year of the Corporation shall be the twelve months ending April 30th, or such other period as may be fixed by the Board of Directors.
| 3. | AMENDMENTS |
Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.
If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.
APPROVED AND ADOPTED this 6th day of March, 2006.
/s/ ALAIN KARDOS
Alain Kardos President
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Exhibit 3.12
CERTIFICATE OF AMENDMENT
OF
THE BYLAWS
OF
GO GREEN GLOBAL TECHNOLOGIES CORP.
I, Danny G. Bishop, in my capacity as Chief Executive Officer of Go Green Global Technologies Corp., a Nevada corporation (the “Company”), certify that on September 25, 2023, the Board of Directors of the Company (the “Board”) adopted that certain Unanimous Written Consent of the Board, which, among other things, authorized and approved an amendment to the bylaws of the Company (the “Bylaws”) as provided below, pursuant to Article V, Section 3 of the Bylaws.
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1. All references in the Bylaws to “Photomatica, Inc.” are hereby changed to “Go Green Global Technologies Corp.”
2. Except as hereinabove mentioned and modified, the Bylaws shall remain in full force and effect.
Dated: September 25, 2023
By: /s/ Danny G. Bishop
Danny G. Bishop
Chief Executive Officer
Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
GO GREEN GLOBAL TECHNOLOGIES CORP.
| Warrant Shares: | ||
| Date of Issuance: | (“Issuance Date”) | Warrant No. |
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received ______________________, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Go Green Global Technologies Corp., a Nevada corporation (the “Company”), up to __________ shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.
Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $. , subject to adjustment as provided herein, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.
| 1. | EXERCISE OF WARRANT. |
(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds, the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.
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If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.
The Company will bear all expenses of its transfer agent in connection with any exercise of this Warrant.
(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the number of shares issuable shall be rounded up, as the case may be, to the nearest whole share.
(c) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.
The shares issuable upon exercise of this Warrant shall be included in the next succeeding registration statement filed by the Company with respect to a public offering of the Company’s securities after the Issuance Date. If no such registration statement is filed or if the Company fails to include such shares in such registration statement, then no later than the date that is nine months from the Issuance Date the Company shall file and cause to be declared effective a registration statement including all shares issuable upon exercise of this Warrant.
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2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:
(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:
(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and
(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).
(b) Anti-Dilution Adjustments to Exercise Price. If and whenever, at any time while this Warrant is outstanding, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any warrant or option to purchase Common Stock and/or Common Stock Equivalents (including shares of Common Stock owned or held by or for the account of the Company), but excluding any securities issued or sold or deemed to have been issued or sold solely in connection with an Exempt Issuance, with a purchase price per share (the “New Issuance Price”) less than the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale, then immediately after such issuance or sale or deemed issuance or sale, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (subject to adjustment as provided herein).
Notwithstanding the forgoing Section 2(b), in the event that the Company successfully lists shares of its common stock on a senior national securities exchange, including but not limited to the Nasdaq Stock Market and/or New York Stock Exchange, the exercise price of this Warrant shall no longer be subject to the anti-dilution adjustment provisions provided in Section 2(b) of this Warrant.
(c) Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.
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3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.
4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, five (5) times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
| 6. | REISSUANCE. |
(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.
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7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.
8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least twenty days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.
9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.
10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of Connecticut or in the federal courts located in the State of Connecticut. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
12. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Nasdaq” means www.Nasdaq.com.
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(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over- the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.
(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(e) “Exempt Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, and (ii) shares of Common Stock issued pursuant to real property leasing arrangement from a bank approved by the Board of Directors of the Company.
(f) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.
(g) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.
(h) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over- the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.
* * * * * * *
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.
| GO GREEN GLOBAL TECHNOLOGIES CORP. | |
| /s/ Danny G. Bishop | |
| By: Danny G. Bishop | |
| Title: Chief Executive Officer/President |
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EXHIBIT A
EXERCISE NOTICE
(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)
THE UNDERSIGNED holder hereby exercises the right to purchase _______________ of the shares of Common Stock (“Warrant Shares”) of Go Green Global Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
| 1. | Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made with respect to _______________ Warrant Shares. |
| 2. | Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $_______________ to the Company in accordance with the terms of the Warrant. |
| 3. | Delivery of Warrant Shares. The Company shall deliver to the holder _____________ Warrant Shares in accordance with the terms of the Warrant. |
Date: _______________
| (Print Name of Registered Holder) | |
| By: ____________________________________ | |
| Name: __________________________________ | |
| Title: ___________________________________ |
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EXHIBIT B
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of the Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase shares of common stock of Go Green Global Technologies Corp. to which the within Common Stock Purchase Warrant relates and appoints , as attorney-in-fact, to transfer said right on the books of Go Green Global Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.
Dated: _______________
| (Signature) * | |
| (Name) | |
| (Address) | |
| (Social Security or Tax Identification No.) |
* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.
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Exhibit 10.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement"), dated as of May_, 2017, is entered into between Salvatore Mario Pandolfo, an individual residing at Via Morello 42 0100 Viterbo, Italy ("Seller"), and Go Green Global Technologies Corp., a Nevada corporation ("Buyer").
RECITALS
WHEREAS, Sonical s.r.1., a company formed under the laws of Italy ("Sonical"), of which Seller is the controlling shareholder, is in the business of, among other things, the treatment and purification of water and fuel;
WHEREAS, Buyer wishes to purchase all right, title and interest in all of the assets of Sonical's water and fuel treatment and purification business (the "Business"), including (i) machinery, equipment and materials, (ii) all Intellectual Property (as defined herein) and (iii) all know-how, technical information, research information and all other confidential and proprietary business information, including Books and Records, documentation, materials and other tangible embodiments thereof (collectively, the "Know-how") related to the Business (collectively, the "Purchased Assets"), subject to the terms and conditions, set forth herein;
WHEREAS, Buyer shall not purchase any right, title or interest in any other asset of any of the other businesses of Sonical;
WHEREAS, the Purchased Assets are owned by Seller rather than by Sonical; and
WHEREAS, Seller wishes to sell to Buyer the Purchased Assets, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in the Purchased Assets, including, without limitation, those set forth on Section 1.01 of the disclosure schedules attached hereto ("Disclosure Schedules"), free and clear of any mortgage, pledge, charge, security interest, charge, claim, community property interest, condition, equitable interest, lien (statutory or other), option, right of first refusal, or restriction of any kind, including any restriction on use, transfer, receipt of income, exercise of any other attribute of ownership or other encumbrance ("Encumbrance"). To the extent that Sonical owns or has any claims, rights or interests in any of the Purchased Assets or any assets, including without limitation, Intellectual Property or Know how, which if owned by Seller would be included in the Purchased Assets, Sonical shall assign, transfer, convey and deliver to Buyer, and Buyer shall accept from Sonical, all of Sonical's rights, title and interest therein, free and clear of any Encumbrance.
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Section 1.02 No Liabilities. Buyer shall not assume any debts, liabilities or obligations of Seller or Sonical of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.
Section 1.03 Purchase Price. The aggregate consideration for the Purchased Assets shall be US$8,000,000 (the "Purchase Price") and 1,000,000 shares of Buyer's common stock (the "Common Stock"). The Common Stock shall be issued to Seller at Closing. The Purchase Price shall be paid to Seller as follows:
(a) Upon the completion of a future capital raise by Buyer, where the net proceeds actually received by Buyer from such capital raise equals or exceeds US$1,000,000 (the "Capital Raise"), US$500,000 of the proceeds of the Capital Raise shall be paid to Buyer and US$500,000 (the "Escrow Amount") of the proceeds of the Capital Raise shall be deposited with Withers Bergman LLP, as escrow agent, (the "Escrow Agent"), pursuant to the terms of that certain Escrow Agreement of even date herewith, by and among Seller, Buyer and the Escrow Agent, in an escrow account (the "Escrow Account") held with the Escrow Agent.
(b) Buyer shall pay to Seller from the Escrow Account US$300,000, in cash, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.03 of the Disclosure Schedules, as soon as reasonably practicable upon Seller's full completion of the following actions:
(i) Deliver to Buyer all data and information, including diagrams, schematics, drawings, written descriptions of technologies to be patented, necessary for Buyer to prepare and file two (2) patent applications (one (1) patent application relating to the treatment and purification of fuel and one (1) patent applications relating to the treatment and purification of water), covering Seller's Intellectual Property and Know-how relating to the Business (the "US Patents") with the United States Patent and Trademark Office; provided that
Seller shall also make himself available to assist with filing the US Patents and provide Buyer's counsel final approval of the US Patent applications;
(ii) Detailed demonstrations and explanations by Seller of the Know-how related to the Business and Purchased Assets to Buyer's officers, directors and designated consultants, in order for such officers and directors to develop a sufficient working knowledge of the Know-how to operate the Purchased Assets and the Business independently of Seller and Sonical in an efficient and effective manner; and
(iii) Delivery to Buyer of fully completed designs for, and an operational full-scale model of, a device (the "Test Device") that shall be used for an on-road emissions test of a light-duty diesel vehicle at The Center for Alternative Fuels, Engines and Emissions ("CAFEE") at West Virginia University, which shall provide a minimum fuel savings of 2.5% or a minimum reduction in emissions of 15%.
(c) Buyer shall pay Seller an additional US$200,000 as soon as reasonably practicable upon Buyer's receipt of a successful, as defined by a minimum fuel savings of 2.5% or a minimum reduction in emissions of 15%, final report from CAFEE regarding the Test Device.
(d) Only upon completion by Seller and Sonical, to the satisfaction of Buyer, of the actions set forth in Section 1.03(b) and Section 1.03(c), the balance of the Purchase Price (an amount not to exceed US$7,500,000) shall be payable to Seller in periodic installments (the "Periodic Payments"), commencing on _______, 2017 ("Initial Periodic Payment Date") and continuing until the balance of the Purchase Price is paid, which shall occur no later than three (3) year anniversary of the Initial Periodic Payment Date. Notwithstanding the foregoing, upon commencement of the Period Payments, Seller shall be entitled to receive US$597,000 of Periodic Payments during the 2017 calendar year.
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(e) In the event that Buyer agrees to sell the US Patents to a third-party in a bona fide arm's length transaction, Buyer agrees to pay Seller immediately upon the consummation of such sale all amounts outstanding under this Agreement which are owed to Seller at the time of sale. Seller's approval required to sell patents if Seller has not yet been paid in full
Section 1.04 Closing. Subject to the terms and conditions of this Agreement, the purchase and of the Purchased Assets contemplated hereby, shall take place at a closing (the "Closing") to be held at 10:00 a.m., Greenwich, CT time, no later than two (2) Business Days after Buyer determines that all conditions in Article V have been satisfied, including Seller's delivery of all of Seller's closing deliverables set forth in Section 5.02 (or Buyer shall have waived such conditions), at the offices of Withers Bergman LLP, 1700 East Putnam Avenue, Suite 400, Greenwich, CT 06870, or on such other time, date or place as Seller and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date").
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the statements contained in this Article II are true and correct as of the date hereof. For purposes of this Article II, "Seller's knowledge," "knowledge of Seller" and any similar phrases shall mean the actual or constructive knowledge of the Seller, after due inquiry.
Section 2.01 Authority of Seller; Enforceability. Seller is an individual residing in Viterbo, Italy. Seller has full power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
Section 2.02 No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or the Purchased Assets; (b) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party or to which any of the Purchased Assets are subject; or (c) result in the creation or imposition of any Encumbrance on the Purchased Assets. No consent, approval, waiver or authorization is required to be obtained by Seller from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby.
Section 2.03 Title to Purchased Assets. Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.
Section 2.04 Condition and Sufficiency of Assets. The tangible personal property included in the Purchased Assets is in good condition and is adequate for the uses to which it is being put, and none of such tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Purchased Assets constitute all of the assets necessary to operate the Business.
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Section 2.05 Intellectual Property.
(a) "Intellectual Property" means any and all of the following in any jurisdiction throughout the world: a) patents, patent applications and statutory invention registrations, (b) trademarks, trade names, trade dress, logos, service marks, corporate names and other identifiers of source or goodwill (including registrations and applications therefor), (c) copyrights (including registrations and applications therefor), (d) mask works, published works and unpublished works, whether or not entitled to registration or protection under any patent, copyright, trademark, trade secret or other Law, (e) domain names and websites, (f) computer programs, whether or not entitled to registration or protection under any patent, copyright, trademark, trade secret or other Law, (g) trade secrets, know how (including mix formulations, processing conditions and manufacturing and engineering information), production methods, process technology, technical information and data, designs, concepts, invention rights, shop rights, utility models, inventions and discoveries of any kind, whether or not entitled to registration or protection under any patent, copyright, trademark, trade secret or other Law (including Know-how, and (h) other confidential and proprietary information, including customer lists, customer and vendor information (including credit information), and any and all other technology and improvements (including the NOx Reduction System).
(b) All Intellectual Property and Know-how relating to the Business and the Purchased Assets (the "Purchased IP") is listed on Section 2.05(b) of the Disclosure Schedules. Seller is the sole and exclusive legal and beneficial, and with respect to any registrations included in the Purchased IP, record, owner of all right, title and interest in and to the Purchased IP. Seller's rights in the Purchased IP are valid, subsisting and, to the knowledge of Seller, enforceable. Seller has taken all reasonable steps to maintain the Purchased IP and to protect and preserve the confidentiality of all trade secrets included in the Purchased IP. Seller is not bound by any outstanding judgment, injunction, order or decree restricting the use of the Purchased IP, or restricting the licensing thereof to any person or entity.
(c) Seller's prior and current use of the Purchased IP has not and does not infringe, violate, dilute or misappropriate the Intellectual Property of any person or entity and there are no claims pending or threatened by any person or entity with respect to the ownership, validity, enforceability, effectiveness or use of the Purchased IP. No person or entity is infringing, misappropriating, diluting or otherwise violating any of the Purchased IP, and neither Seller nor any affiliate of Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation.
Section 2.06 Compliance With Laws, Seller has complied, and is now complying, with all applicable federal, state and local laws and regulations applicable to ownership and use of the Purchased Assets.
Section 2.07 Legal Proceedings. There is no claim, action, arbitration, suit, proceeding, written claim, cause of action, demand, lawsuit, notice of violation, subpoena or governmental investigation ("Action") of any nature pending or, to Seller's knowledge, threatened against or by Seller or Sonical (a) relating to or affecting the Purchased Assets or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.
Section 2.08 Full Payment for Previously Transferred Business Assets. Seller or Sonical has received full payment of US$600,000 for certain machinery, equipment and materials Buyer purchased pursuant that certain Asset Purchase Agreement, dated as of November 22, 2014, by and among, Sonical, Seller (as the sole shareholder of Sonical), and Buyer (the "Purchase Agreement").
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Section 2.09 Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the statements contained in this Article III are true and correct as of the date hereof. For purposes of this Article III, "Buyer's knowledge," "knowledge of Buyer" and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer, after due inquiry.
Section 3.01 Organization and Authority of Buyer; Enforceability. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.
Section 3.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer. No consent, approval, waiver or authorization is required to be obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby.
Section 3.03 Legal Proceedings. There is no Action of any nature pending or, to Buyer's knowledge, threatened against or by Buyer that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.
ARTICLE IV
COVENANTS
Section 4.01 Public Announcements. Unless otherwise required by applicable law or stock exchange requirements, neither party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).
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Section 4.02 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).
Section 4.03 Further Assurances. Following the Closing, each of Buyer, Seller and Sonical shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.
Section 4.04 No Challenge or Frustration of Purpose. Seller and Sonical shall not seek to challenge the sufficiency of the payment for the Purchased Assets and shall not take any action to frustrate, delay or prevent the consummation of the transactions contemplated by this Agreement.
ARTICLE V
CONDITIONS TO CLOSING
Section 5.01 Conditions to Closing. Consummation of the Closing shall by a party be subject to satisfaction of the following conditions:
(a) The representations and warranties of each other party in this Agreement, in the Schedules hereto, or in any certificate, document or statement delivered hereunder shall be true and correct on the Closing Date as if made on the Closing Date (unless waived by such party).
(b) The covenants and agreements of each other party shall have been fully performed and satisfied on or before the Closing Date (unless waived by such party).
Section 5.02 Closing Deliveries of Seller. At the Closing (unless waived by Buyer), Seller shall deliver the following to Buyer:
(a) Any titles, certificates or such other documents, not previously provided, which relate to the ownership of the Purchased Assets.
(b) Access to Seller and his knowledge of the Know-how and all such other cooperation and assistance as may be requested by Buyer to fully effectuate such disclosure and transfer of the Know-how to Buyer.
(c) An executed copy of the Escrow Agreement.
(d) Such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required or reasonably requested by Buyer, to give effect to this Agreement to Seller.
Section 5.03 Closing Deliveries of Buyer. At the Closing, Buyer shall deliver an executed copy of the Escrow Agreement.
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ARTICLE VI
INDEMNIFICATION
Section 6.01 Survival. All representations, warranties, covenants and agreements contained herein and all related rights to indemnification shall survive the Closing.
Section 6.02 Indemnification By Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys' fees and disbursements, arising from or relating to:
(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any document to be delivered hereunder; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder.
Section 6.03 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly provide written notice of such claim to the other party (the "Indemnifying Party"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its own counsel and at its own cost and expense; provided, that the fees and disbursements of such counsel shall be reimbursable by the Indemnifying Party if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are inconsistent or contradictory to those available to the Indemnifying Party or (B) there exists a conflict of interest between the counsel engaged by the Indemnifying Party and the Indemnified Party that cannot be waived. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate at the expense of the Indemnifying Party, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement is made on terms that do not result in any liability, restriction or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for (A) the full and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Action and (B) does not include a statement as to or admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party
Section 6.04 Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by law.
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Section 6.05 Effect of Investigation. Buyer's right to indemnification or other remedy based on the representations, warranties, covenants and agreements of Seller contained herein will not be affected by any investigation conducted by Buyer with respect to, or any knowledge acquired by Buyer at any time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.
Section 6.06 Cumulative Remedies. The rights and remedies provided in this Article VI are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
Section 6.07 Payments. Once a loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VI, the Indemnifying Party shall satisfy its obligations within fifteen (15) business days thereafter by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) Business Day period, any amount payable shall accrue interest from and including the date due to but excluding the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding. In addition, Buyer may set off any amount due to Seller against any amount to which it may be entitled under this Article VI, including against money held by the Escrow Agent or any other property of Seller that Buyer may possess or control, including without limitation, Buyer's right to assume and cancel any shares of capital stock in Buyer held by Seller.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
Section 7.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.02):
| If to Seller: | Via Morello 42 0100 | |
| Viterbo, Italy | ||
| E-mail: pandolfo.mario@alice.it | ||
| Attention: Salvatore Mario Pandolfo | ||
| If to Buyer: | Go Green Global Technologies Corp. | |
| 580 Pepper Street | ||
| Monroe, CT 06468 | ||
| E-mail: Jeffrey@gogreentechcorp.com | ||
| Attention: Chief Executive Officer | ||
| with a copy to: | Withers Bergman, LLP | |
| 1700 East Putnam Avenue, Suite 400 | ||
| Greenwich, CT | ||
| Facsimile: (203) 302-6613 | ||
| E-mail: m.ridgway.barker@withersworldwide.com | ||
| Attention: M. Ridgway Barker |
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Section 7.03 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section 7.04 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Section 7.05 Entire Agreement. This Agreement, the Escrow Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements (except to the extent performed prior to the date hereof) both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered hereunder, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.
Section 7.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
Section 7.15 Choice of Language. The parties agree that this Agreement is drafted in the English language. Each party accepts and approves the English version of the Agreement signed by both parties as controlling in any dispute between the parties arising from or related to the Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement lo be executed as of the date first written above by their respective officers thereunto duly authorized.
| SELLER: | |
| MARIO PANDOLFO | |
| By: /s/ Mario Pandolfo | |
| Name: | |
| Title: | |
| BUYER | |
| GO GREEN GLOBAL | |
| TECHNOLOGIES CORP. | |
| By: /s/ Mark Del Priore | |
| Name: Mark Del Priore | |
| Title: Chairman |
Accepted and agreed to by the undersigned
as to the obligations applicable to it:
Sonical s.r.l
By:
Name: Title: |
 |
|
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Exhibit 10.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment (this “Amendment” dated as of June __, 2019 is entered into between
Salvatore Mario Pandolfo, an individual residing at Via Morello 42 0100 Viterbo, Italy (the :Seller:), and
Go Green Global Technologies Corp., a Nevada corporation (the “Buyer”)
Each party may be individually referred to as a “Party,” and all parties may be collectively referred to as the “Parties.”
WHEREAS, the Parties have entered into that certain Asset Purchase Agreement, dated as of May __, 2017 by and between the Parties (the “Agreement”), a copy of which is annexed hereto as Exhibit A; and
WHEREAS, the Parties have determined that it is necessary, desirable and in the best interest of the Parties to amend the Agreement as set forth in this Amendment; and
NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, the Parties hereby agree as follows:
1. Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings assigned to them in the Agreement.
2. Amendments to the Agreement: As of the date hereof, the Parties hereby amend and modify the Agreement as follows:
a. Section 1.93. Purchase Price. The aggregate consideration for the Purchased Assets shall be 10,000,000 shares of the Buyer’s common stock and 1,000,000 shares of the Buyer’s common stock (collectively, the “Common Stock”). The Common Stock shall be issued at Closing.
b. The Seller shall have the right, but not the obligation, to sell the Common Stock six (6) months after the Buyer becomes current with OTC Markets. However, the Seller shall not sell more than ten percent (10%) of the prior thirty (30) day average trading volume per day.
c. The Buyer shall have the right, but not the obligation, to purchase all remaining shares of the Common Stock from the Seller at $0.10 per share after twelve (12) months from this Amendment’s execution date.
d. In the event the Seller has generated over One Million Dollars ($1,000,000) through the sale of the Common Stock, all proceeds generated above One Million Dollars ($1,000,000) shall be applied as an offset to the monies due Seller in section 2(e) below.
e. The Buyer shall pay the seller Six Million Three Hundred Thousand Dollars ($6,300,000) payable over the next five (5) years through gross product sales via a royalty stream of 7.5% on each sale.
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f. As a condition of the issuance of the Buyer’s Common Stock, the Seller shall provide the Buyer with the following:
i. a new fuel unit to be tested at an EPA lab for emission reduction and fuel efficiency purposes;
ii. diagrams and explanations for a filing of the Buyer’s two (2) new patents (fuel patent and water patent) identifying the Buyer as owner of the patents and the Seller as inventor;
iii. back-up agreements evidencing that the Seller would remain in control of the intellectual property for the fuel and water patents if the Buyer fails to fulfill its financial commitment to the Seller within five (5) years; and
iv. know-how (relating to manufacturing of water and fuel devices) to the Buyer’s management.
g. Because the consideration for the Purchased Assets, as contemplated by this Amendment, shall be 10,000,000 shares of the Common Stock, Section 1.03(a), Section 1.03 (b), Section 1.03(c), and Section 1.03(d) of the Agreement are no longer binding on the Parties.
3. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
4. Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this Amendment and the Agreement or any earlier amendment, the terms of this Amendment will prevail.
5. This Amendment shall be governed, construed and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Each of the Parties agree to submit to the Jurisdiction of the federal courts of the United States of America or the courts of the State of Connecticut in any actions or proceedings arising out of or relating to this Agreement. All costs and expenses incurred in connection with this Amendment and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6. This Amendment is binding on and inures to the benefit of all the Parties. This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes. This Amendment and any Party’s signature hereto may be transmitted via electronic mail, .pdf file or other electronic means, and shall in such event be considered an original for all purposes.
7. If any term, provision , covenant or restriction of this Amendment or applicable to this Amendment is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to the Agreement to be duly executed as of the date first above written.
| SELLER: | |
| MARIO PANDOLFO | |
| By: /s/ Mario Pandolfo | |
| Name: | |
| Title: | |
| BUYER | |
| GO GREEN GLOBAL | |
| TECHNOLOGIES CORP. | |
| By: /s/ Danny Bishop | |
| Name: Danny Bishop | |
| Title: CEO/President |
Accepted and agreed to by the undersigned
as to the obligations applicable to it:
Sonical s.r.l
By:
Name: Title: |
 |
|
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Exhibit 10.3
FIRST AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
This First Amended and Restated Asset Purchase Agreement (the "Agreement"), dated as of February 16, 2023 (the “Effective Date”), is entered into between Salvatore Mario Pandolfo, an individual residing at Via Acquabianca 77 01100 Viterbo, VT Italy ("Seller"), and Go Green Global Technologies Corp., a Nevada corporation ("Buyer").
RECITALS
WHEREAS, Sonical s.r.l., a company formed under the laws of Italy ("Sonical"), of which Seller is the controlling shareholder, is in the business of, among other things, the treatment and purification of water and fuel;
WHEREAS, Buyer and Seller entered into a previous Asset Purchase Agreement in May 2017 (the “Original APA”), under which Buyer acquired all of the assets of Sonical's water and fuel treatment and purification business (the "Business"), including (i) machinery, equipment and materials, (ii) all Intellectual Property, as defined herein, and (iii) all know-how, technical information, research information and all other confidential and proprietary business information, including Books and Records, documentation, materials and other tangible embodiments thereof (collectively, the "Know-how") related to the Business (collectively, the "Purchased Assets");
WHEREAS, Buyer and Seller amended the terms of the Original APA in June 2019 (the “2019 Amendment”);
WHEREAS, Buyer has submitted a patent application utilizing the Intellectual Property included with Purchased Assets and is taking further steps to commercialize the Business as initially contemplated by the parties;
WHEREAS, Buyer and Seller have since come to new, amended terms under which Seller shall transfer the Know-how associated with the Purchased Assets to Buyer, along with certain Sonical™ testing units, so that Buyer can successfully operate the Business, as detailed in that certain term sheet between Buyer and Seller dated January 13, 2023 (the “2023 Term Sheet”); and
WHEREAS, Buyer and Seller desire to amend and restate the Original APA to reflect that Seller wishes to finalize the sale to Buyer of the Purchased Assets, transfer all associated Intellectual Property associated therewith, and deliver certain Sonical™ testing units to Buyer, subject to the terms and conditions set forth herein.
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NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1) Purchase and Sale.
| a) | Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in the Purchased Assets, free and clear of any mortgage, pledge, charge, security interest, charge, claim, community property interest, condition, equitable interest, lien (statutory or other), option, right of first refusal, or restriction of any kind, including any restriction on use, transfer, receipt of income, exercise of any other attribute of ownership or other encumbrance ("Encumbrance"). |
| i) | Seller’s Interest in the Purchased Assets. The Purchased Assets are owned by Seller individually, and not by Sonical. |
| ii) | Sonical’s Interest in the Purchased Assets. To the extent that Sonical owns or has any claims, rights or interests in any of the Purchased Assets or any assets, including without limitation, Intellectual Property or Know- how, which if owned by Seller would be included in the Purchased Assets, Sonical shall assign, transfer, convey, and deliver to Buyer, and Buyer shall accept from Sonical, all of Sonical's rights, title and interest therein, free and clear of any Encumbrance. |
| iii) | Buyer’s Interest in Sonical and Seller. Buyer shall only acquire the Purchased Assets pursuant to this Agreement and shall not purchase any right, title, or interest in any other asset of any of the other businesses of Sonical or Seller; |
| b) | No Liabilities. Buyer shall not assume any debts, liabilities, or obligations of Seller or Sonical of any kind, whether known or unknown, contingent, matured, or otherwise, whether currently existing or hereinafter created. |
| c) | Purchase Price. |
| i) | Cash Component. Buyer shall pay to Seller a total of five hundred thousand dollars ($500,000) in cash upon the following schedule: |
| (1) | One hundred twenty five thousand dollars ($125,000) due upon signing of this Agreement; and |
| (2) | One hundred twenty five thousand dollars ($125,000) to be paid upon Seller’s delivery to Buyer of: |
| (a) | Four (4) Sonical™ testing devices, two (2) for fuel testing and two (2) for water testing (the “Testing Devices”), provided such Testing Devices must meet American NSF public health and safety standards; and |
| (b) | Full and complete written descriptions of the manufacturing process for the delivered Testing Devices and any supplemental knowledge or Know-how required to successfully perform such manufacturing process. |
| (c) | Upon receipt of information outlined in section 2b, the Company must be able to independently produce ten working devices for fuel and water. |
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| (3) | Two hundred fifty thousand dollars to be paid upon: |
| (a) | Go Green Global Technologies achieving at minimum $500,000.00 in Gross Revenue from sales for the Sonical™ device. |
| ii) | Equity Component. As additional consideration for the Purchased Assets, Buyer shall issue to Seller shares of its restricted common stock upon the following schedule: |
| (1) | Three million (3,000,000) shares of restricted common stock upon the execution of this Agreement. |
| (2) | Three million (3,000,000) shares of restricted common stock upon Seller’s completion of Seller’s delivery to Buyer of: |
| (a) | One (1) ½ in. fuel unit for ___________; |
| (b) | One (1) in. fuel unit for lab testing; |
| (c) | One (1) ½ in. antibacterial water unit for NSF; and |
| (d) | One (1) ¾ in. antibacterial water unit for lab testing. |
| (3) | Two million (2,000,000) shares of restricted common stock upon the completion of production of one thousand (1,000) Sonical™ testing units within the United States. |
| (4) | One million (1,000,000) shares of restricted common stock upon Buyer attaining gross revenue of five million dollars ($5,000,000) from sales of Sonical™ testing units. |
| (5) | Two million (2,000,000) shares of restricted common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent Application Serial Number 17/472,060 (the “Patent Application”). |
| iii) | Royalty Component. Buyer shall pay to Seller seven- and one-half percent (7.5%) of net revenues generated by Buyer from the Purchased Assets for a period of five (5) years beginning on the first day such revenues are realized by Buyer. |
| d) | Closing. Subject to the terms and conditions of this Agreement, the purchase and of the Purchased Assets contemplated hereby, shall take place at a closing (the "Closing") to be held at 10:00 a.m., Greenwich, CT time, no later than two (2) business days after Buyer determines that all conditions in Section 5 have been satisfied, including Seller’s delivery of all of Seller's closing deliverables (or Buyer shall have waived such conditions), on such time, date, or place as Seller and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date"). |
| 2) | Representations and Warranties of Seller. Seller represents and warrants to Buyer that the statements contained in this Section 2 are true and correct as of the date hereof. For purposes of this Section 2, "Seller's knowledge," "knowledge of Seller" and any similar phrases shall mean the actual or constructive knowledge of the Seller, after due inquiry. |
| a) | Authority of Seller; Enforceability. Seller is an individual residing in Viterbo, Italy. Seller has full power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Buyer, this Agreement, and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. |
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| b) | No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or the Purchased Assets; (b) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party or to which any of the Purchased Assets are subject; or (c) result in the creation or imposition of any Encumbrance on the Purchased Assets. No consent, approval, waiver, or authorization is required to be obtained by Seller from any person or entity, including any governmental authority, in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby. |
| c) | Title to Purchased Assets. Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances. |
| d) | Condition and Sufficiency of Assets. The tangible personal property included in the Purchased Assets is in good condition and is adequate for the uses to which it is being put, and none of such tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Purchased Assets constitute all of the assets necessary to operate the Business. |
| e) | Intellectual Property. |
| i) | "Intellectual Property" means any and all of the following in any jurisdiction throughout the world: a) patents, patent applications and statutory invention registrations, (b) trademarks, trade names, trade dress, logos, service marks, corporate names and other identifiers of source or goodwill, including registrations and applications therefor, (c) copyrights, including registrations and applications therefor, (d) mask works, published works and unpublished works, whether or not entitled to registration or protection under any patent, copyright, trademark, trade secret or other law, (e) domain names and websites, (f) computer programs, whether or not entitled to registration or protection under any patent, copyright, trademark, trade secret or other law, (g) trade secrets, know- how, including mix formulations, processing conditions and manufacturing and engineering information, production methods, process technology, technical information and data, designs, concepts, invention rights, shop rights, utility models, inventions and discoveries of any kind, whether or not entitled to registration or protection under any patent, copyright, trademark, trade secret or other Law (including Know-how), and (h) other confidential and proprietary information, including customer lists, customer and vendor information, including credit information, and any and all other technology and improvements. |
| ii) | Seller is the sole and exclusive legal and beneficial, and with respect to any registrations included in the Purchased IP, record, owner of all right, title and interest in and to all Intellectual Property and Know-how relating to the Business and the Purchased Assets (the "Purchased IP"). Seller’s rights in the Purchased IP are valid, subsisting and, to the knowledge of Seller, enforceable. Seller has taken all reasonable steps to maintain the Purchased IP and to protect and preserve the confidentiality of all trade secrets included in the Purchased IP. Seller is not bound by any outstanding judgment, injunction, order or decree restricting the use of the Purchased IP or restricting the licensing thereof to any person or entity. |
| iii) | Seller's prior and current use of the Purchased IP has not and does not infringe, violate, dilute, or misappropriate the Intellectual Property of any person or entity and there are no claims pending or threatened by any person or entity with respect to the ownership, validity, enforceability, effectiveness, or use of the Purchased IP. No person or entity is infringing, misappropriating, diluting or otherwise violating any of the Purchased IP, and neither Seller nor any affiliate of Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution, or other violation. |
| f) | Compliance With Laws. Seller has complied, and is now complying, with all applicable international, national, federal, state, and local laws and regulations applicable to ownership and use of the Purchased Assets. |
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| g) | Legal Proceedings. There is no claim, action, arbitration, suit, proceeding, written claim, cause of action, demand, lawsuit, notice of violation, subpoena, or governmental investigation ("Action") of any nature pending or, to Seller's knowledge, threatened against or by Seller or Sonical (a) relating to or affecting the Purchased Assets or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action. |
| h) | Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. |
| 3) | Representations and Warranties of Buyer. Buyer represents and warrants to Seller that the statements contained in this Section 3 are true and correct as of the date hereof. For purposes of this Section 3, "Buyer's knowledge," "knowledge of Buyer" and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer, after due inquiry. |
| a) | Organization and Authority of Buyer; Enforceability. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and, assuming due authorization, execution and delivery by Seller, this Agreement, and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms. |
| b) | No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws, or other organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to Buyer. No consent, approval, waiver, or authorization is required to be obtained by Buyer from any person or entity, including any governmental authority, in connection with the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby. |
| c) | Legal Proceedings. There is no Action of any nature pending or, to Buyer's knowledge, threatened against or by Buyer that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. |
| 4) | Covenants. |
| a) | Public Announcements. Unless otherwise required by applicable law or stock exchange requirements, neither party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. |
| b) | Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees, including any penalties and interest, incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees and Buyer shall cooperate with respect thereto as necessary. |
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| c) | Further Assurances. Following the Closing, each of Buyer, Seller and Sonical shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder. |
| d) | No Challenge or Frustration of Purpose. Seller and Sonical shall not seek to challenge the sufficiency of the payment for the Purchased Assets and shall not take any action to frustrate, delay or prevent the consummation of the transactions contemplated by this Agreement. |
| 5) | Conditions to Closing. |
| a) | Conditions to Closing. Consummation of the Closing shall by a party be subject to satisfaction of the following conditions: |
| i) | The representations and warranties of each other party in this Agreement, in the Schedules hereto, or in any certificate, document or statement delivered hereunder shall be true and correct on the Closing Date as if made on the Closing Date (unless waived by such party). |
| ii) | The covenants and agreements of each other party shall have been fully performed and satisfied on or before the Closing Date (unless waived by such party). |
| b) | Closing Deliveries of Seller. At the Closing, unless waived by Buyer, Seller shall deliver the following to Buyer: |
| i) | Any titles, certificates, or such other documents, not previously provided, which relate to the ownership of the Purchased Assets. |
| ii) | Access to Seller and his knowledge of the Know-how and all such other cooperation and assistance as may be requested by Buyer to fully effectuate such disclosure and transfer of the Know-how to Buyer. |
| iii) | Such other customary instruments of transfer, assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required or reasonably requested by Buyer, to give effect to this Agreement to Seller. |
| 6) | Indemnification. |
| a) | Survival. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall survive the Closing. |
| b) | Indemnification By Seller. Seller shall defend, indemnify, and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers, and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys' fees and disbursements, arising from or relating to: |
| i) | Any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any document to be delivered hereunder; or |
| ii) | Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder. |
| 6 |
| c) | Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly provide written notice of such claim to the other party (the "Indemnifying Party"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its own counsel and at its own cost and expense; provided, that the fees and disbursements of such counsel shall be reimbursable by the Indemnifying Party if in the reasonable opinion of counsel to the Indemnified Party, (a) there are legal defenses available to an Indemnified Party that are inconsistent or contradictory to those available to the Indemnifying Party or (b) there exists a conflict of interest between the counsel engaged by the Indemnifying Party and the Indemnified Party that cannot be waived. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate at the expense of the Indemnifying Party, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld or delayed, unless such settlement is made on terms that do not result in any liability, restriction or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for (a) the full and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Action and (b) does not include a statement as to or admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party |
| d) | Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by law. |
| e) | Effect of Investigation. Buyer's right to indemnification or other remedy based on the representations, warranties, covenants, and agreements of Seller contained herein will not be affected by any investigation conducted by Buyer with respect to, or any knowledge acquired by Buyer at any time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or agreement. |
| f) | Cumulative Remedies. The rights and remedies provided in this Section 6 are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. |
| g) | Payments. Once a loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 6, the Indemnifying Party shall satisfy its obligations within fifteen (15) business days thereafter by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) business day period, any amount payable shall accrue interest from and including the date due to but excluding the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding. In addition, Buyer may set off any amount due to Seller against any property of Seller that Buyer may possess or control, including without limitation, Buyer’s right to assume and cancel any shares of capital stock in Buyer held by Seller. |
| 7) | Miscellaneous. |
| a) | Recitals. The recitals are hereby incorporated in and made part of this Agreement as fully as if set for verbatim herein. These recitals are true and correct and the parties are bound thereby. By signing this Agreement, Buyer, Seller, and Sonical acknowledge reading, understanding, and agreeing to all of the recitals. |
| b) | Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. |
| 7 |
| c) | Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt; (b) when received by the addressee if sent by a nationally recognized overnight courier, receipt requested; (c) on the date sent by facsimile or e-mail of a PDF document, with confirmation of transmission, if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7(c): |
| If to Seller: | Dr. Salvatore Mario Pandolfo | |
| Via Acquabianca 77 01100 | ||
| Viterbo, VT Italy | ||
| If to Buyer: | Go Green Global Technologies Corp. | |
| 5 Production Dr. | ||
| Brookfield, CT 06804 | ||
| With a copy to: | Ross Carmel | |
| Carmel, Milazzo & Feil LLP | ||
| 55 West 39th St. 18th Floor | ||
| New York, NY 10018 |
| d) | Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. |
| e) | Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. |
| f) | Entire Agreement. This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersede all prior and contemporaneous understandings and agreements both written and oral, with respect to such subject matter, including, but not limited to, the Original APA, the 2019 Amendment and the 2023 Term Sheet. The parties hereby agree that, upon execution of this Agreement, the Original APA, the 2019 Amendment, the 2023 Term Sheet, and all other prior agreements between Buyer and Seller with respect to such subject matter shall be null and void and have no effect whatsoever. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered hereunder, the exhibits and/or schedules hereto, if any, the statements in the body of this Agreement will control. |
| g) | Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, heirs, successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder. |
| 8 |
| h) | No Third-Party Beneficiaries. Except as provided in Section 6, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. |
| i) | Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. |
| j) | Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. |
| k) | Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule, whether of the State of New York or any other jurisdiction. |
| l) | Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. |
| m) | Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. |
| n) | Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. |
| o) | Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. |
| p) | Choice of Language. The parties agree that this Agreement is drafted in the English language. Each party accepts and approves the English version of the Agreement signed by both parties as controlling in any dispute between the parties arising from or related to the Agreement. |
[remainder of page left intentionally blank]
| 9 |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
| For Go Green Global Technologies, Corp. | For Dr. Salvatore Mario Pandolfo | |
| By: /s/ Danny G. Bishop | By: /s/ Pandolfo Salvatore Mario | |
| Name: Danny G. Bishop | Date: 16-02-2023 | |
| Title: CEO | ||
| Date: 2/16/23 | ||
| Agreed and Acknowledged by Sonical s.r.l. | ||
| By: SONICAL SRL | ||
| Name: Pandolfo Salvatore Mario | ||
| Title: ADMINISTRATORE UNICO | ||
| Date: 16-02-2023 | ||
| 10 |
Exhibit 10.4
, ( ' J.. • s 1 - ' · F ' . f"F'tffe EMPLOYMENT AGREEMENT (this ''J \ grc p mcnL "), doted as of tf .. c, O 19 (the "Effective Pnlo") , by and between Go Gr n Global Tcchnolog,ies Corp . , a Nevada corporation (the "t&l!!lll! . U - " . ƒ ') and Danny Bishop (the "E cc 1111 vo'') . This Agreement shall supersede and replace all other prior i,grccmcnls and understandings, whether oral or written, between the Company and the Executive . WHEREAS, th Company desires to employ lhe E."<ecutivc, and the Executive desires to be employed by the Company, subject to the tenns and conditions set forth below; and NOW, THEREFORE, in consideration of the foregoing and the mutual ngreernents and covenants hereinafter set forth, the parties hereto agree as follows: I . Emvlo . The Company hereby employs the Executive and the Executive hereby accepts ernploymei 1 t by the Company for the period and on the terms ond conditions set forth in this Agreement . 2. Io . jtjon . Emplo_y , n 1 J 1 Dulles and Rcspon ibi l jtjci . The Executive shall be employed as the Company's CEO/President, subject to such reasonable duties and responsibilities granted, and restrictions impoocd by the Company's Board ofDirecton ; (the ''I! . ru . !m"), and subject to 1 he Company's policies and procedures . 3. pcns:,,fion ontl Bcnclits . 1 l 1 e Compatiy shall pay the Executive a ca h fee of $ 48 , 000 . 00 , pro rata, for a term of twelve ( 12 ) months, provided that the Company raises capital through sale and issuance of common stock, for aggregate gross proceeds of at least $100 , 000 . (a) The Compony shall issue six hundred forty thousand ( 640 , 000 ) restricted common shares (the "filli!Z : Cf') to the E . "<ecutivc 011 the Effective Date . (b) T (C) he Executive shall be eligible for cash bonuses and the Company·s executive stock options, as determined and approved by tJ1c Board . 2. Emnlgycc Benefit 5 . During the Term of !he Executive's employment, the Executive shall be entitled to participate in all other benefits, perquisites, vacation days, benefit plans or programs of the Company which are available generally to office employees a 11 d other employees of the Company in accord . mce with the tenns of such plans, benefits or programs . Any vacation time not taken during any calendar year of employment shall not be carried into any subsequent calcndllr year, and the Company shaJI not be obligated to pay the l : ,'xecutivc for any vacation time available lo but not used by the Executive within the prescribed period . 3. ' .. llID!ll . l, Hn(wfajnruen l und Othe, l } 1 . 1 ; • i 11 cs ; Exmmsg ;. During the period of employme, 1 t pursuant to this Agreement, the Executive will be reimbur .; ed for rea onable expenses incurred for the benefit of the Company in accordance with the general policy of the Company TI 1 ose rcimbunmhle expenses shall include properly documented, authorized or otherwise reasonably required, tra \ 'cl, cntcrtai 11 mcnt at 1 d odJCr business expenses incurred by the Executive, other than those expenses related to or in connection with routine commutation In and from the Executive ·s home, in accordance with the Company's general 11 olicy 4. Deduction . All references herein to compensation to be paid to the Executive are to the gross amounts thereof which are due hereunder . · 11 ,e Company shall have the right to deduct therefrom all taxes which may be required to be deducted or withheld under any provision of the law (including, without limitation, soci I security payments, income tax withholding and any other deduction required by law) now in eITecl or which may become effective nt any lime during the tenn of this Agreement . 4. '.fu.o1: Seycrunce . 1. Term . This Agreement shall be for a tcnn of twelve ( 12 ) months commencing on the Eifoclive Dale, unless sooner terminated as hereinafter provided . This Agreement shall he renewed for a successive period of one year after the initial twelve - month term unless either the Executive 01 the Company delivers a writt,m notice of tennination to the other party at lea t thirty ( 30 ) days prior to the start of any such rxnewal period . TI 1 c compensation for the Executive will be ncgotiatoo with the Board lhirty ( 30 ) days prior to the renewal . The cash fee of the renewed agreement shall not be Jess lhnn $48,000.00.
2. Scycr ; mcc , In tJ 1 c event (a) the Company tcm 1 i . tw 1 es lhe Execulivc's employment wider !his Agrcemenl for any reason other than for ''Cause" under Seclion 5 , or (b) the Executive tcnninatcs his employment under this Agreement for Good Reason (as defined below), the Executive shall be entitled to receive all of the Compensation set fm 1 b in Seelion 3 herein . 3. Good f{cpson . for the purposes hereof, ''Good Rc : ison ' ' shall mean the occurrence of any of tl,c following cvenls without the Ex . cculivc's consent : {i) the termination or material reduction of any m!ttcrial employee benefit or perquisite enjoyed by the Executive (other than in connection with the tcnnination or reduction of such benefit or perquisite to all executives of the Company or us may be required by law), (ii) a malcri l diminulion in Employee's aulhority, duties or responsibilities, or (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor lo all or subslanlially all of the a . o ; scls of the Company within thirty ( 30 ) calendar days after tl,e closing of a merger, consolidation, sale or similar transaction . Notwithstanding the foregoing, following written notice from the Executive of 11 ny of the events described in (i) through (iii) above, ilic Company shall have thirty ( 30 ) calendar days in which to cure the alleged conduct . If the Company fails to cure, the Executive's termination shall become cffoctive on the 31 st calendar day following such written notice . 5. ' l ermmution for Cause . The Company may discharge the Execu 1 ive at any time for Cause . For purposes of tbis Agreement, • means (a) conviction of a ielony offense involving moral turpitude, (b) commission of fraud or dishonesty which hns or could reasonably be expected to have a material adverse effect on the Company's business, or (e) willi \ Jl misconduct or willful violation of any ex . pccss direction or any reasmrnhlc rule or regulation established by the Board from time to lune, after, in each case under this clause (c) which i . capable of curing, written notice is provided to the Executive and 1 he Executive has failed to cure suclt acts or action after a period of thirty ( 30 ) days . Jn the event that the Company wishes to discharge the Executive under clause (c) above, the Company shall notify the Executive in writing of tli . c Company's intention to discharge lhc Executive und of the time (which shall be at lea . st 48 hours a!lcr such notice) and place when the Executive may haw a hearing before the Board . Within five ( 5 ) business days following such hearing, the Hoard shall advise the Executive of its detcnnination und, if the Executive is to he terminated, of the date of the Executive's tcnnination . In the event of any lcrrnination pursuant to this Section 5 , the Company shall have no further obligations oc liabilities hereunder after the dale of such discharge (oilier than a_ set fortll in Section 6 . 1 below) . 6. Con. equcncc Upon Tcrminmis m . 6 . I Payment of Com 1 lensn 1 jon Owed . Upon the termination uf the Executive's employmeot and this Agreement for any reason whatsoever, the Company shiill promptly pay to tJie Executive all compensalion owed to Executive up until the date of termination . 6 . 2 Remm of PrnnsrtY - Upon the lcanination of the Executive's cmp \ oymcnl and this Agceemcnt for any reason who 1 soe \ ·er, 1 hc Exccuti \ 'e shall promp 1 ly return to the Company all Confidontml Mal e rin l b (as defined below) in his posse i n or within the Exec u tive 's control . all keys . credit cards, 1 > 11 sincss card files and other property belonging to the Company . 7 N<mdjsclosurc and Non - Conu:ioic . 1. Definitions, . The following words and expressions used in this Agreement shall have the r< : spcctive meanings hereby assigned lo tl 1 em as follows : (a) · • • means any past or current customer of lhe Company or any of its subsidiaric, JIOd shull also include those prospective customers who are actively being marketed or engaged l>y the Company or auy of its subsidiaries during tl 1 c tenn of this Agreement (b) "! ;; ompeutor" means any individual, partnership, corporation, association or other business enterprise in MY form, otJ 1 er than the Company and its subsidiaries, which at any time during the Restriction Period (as defined herein), either direclly or indirectly engages in the business of operating water and technology licensing, m : ukcting, manufacturing, or development company in the Restriction Arca (as defined herein) . (c) " " means any product, material, medicine, invenlion, design, patent or other creation used by the Company or any of its subsidiaries ancl shall include, but not be limited to, all patented technology for non - chemical wate, treatment nnd fuel combustion applications . (d) " Confic l cn!jn l lnfoan 11 tion" means all infomiation of the Company and its suhsidiarie . which is not generally known or available to t! 1 c public ur a Competitor (whether or not in written or tangible fom 1 ), the knowledge of which could benefit a Competitor, iricluding without limit . alion, all of the following 1 ypes of information : (i) information pertaining to Customers, PersoMel or Products; (ii) research, projections, finani;;ial infonnation, and cost and pricing information; (iii) product or service development plans and marlreting strategies; and (iv) trade secrets. Product, or other knowledge or processes of or developed by the Company or any of ils subsidiaries.
(c) "C i lcntinl Material " means any and all documents, maleriab, patents, designs, recordings or any other tangible items {including, without limitation, copies or rcproduutio 111 , of any of the foregoing) in which Confidential Inromwtion may be contained . (i) • · • means any and all employees, contractors, agents, brokers, consultants or other individuals rcmdering services to the Company or any of its suhsidiuries for compensation in any form, whether employed by or independent of the Company or any of its subsidiaries . (g) "Rewiction Area " shall mean and refer to Nonh Alllerica. (h) " Re 1 ri 91 jp 11 P cdo d" shall mean and refer to the 11 criod of time, commencing on tho Ilxccutive's date of employment and expiring one year aflcr, for any reason whnlsoever, the employment relationship bet 1 Yecn the Executive and the CompanJ' or llllY of its subsidiaries tcm 1 ina 1 es . 7.2 Cnvenno t Nm tn qp,pc t n (a) During lhe Restriction Period, the Executive shall not directly or indirectly, own, manage, invest or quire any economic stake or interest in, or othe 1 wise engage or participate in any manner whatsoever in any Competitor (whether a . a proprietor, partner, shareholder, investor, manager, director, office .. , - , omploycc, venturer, rcpreseotntivc, agent . broker, independent coo 1 rac 1 or, consultanl, 01 other participont . ) . The Executive, however . shall not be prohibited from owning a passive investment of less than five percent ( 5 % ) of llw outstanding sh . arcs of capital stock or bonds of a corporation, which stock or bonds are listed on a national securities exchange or arc publicly tnided i 11 the over - thc - cowiter market . (b) The parties recogniu the pos.,ibility that there might be some limited ways, whioh the parties do not now contemplate, through which the Executive might be able lO pw:tic.. - ipate in a Competitor, and which pose no risk of harm to the interests of the Company or its subsidiaries . u : prior to beginning any such rclatillflllhip with a Competitor, the Executive makos a full disclosure to the Company of lhe lllllurc of the Executive's proposed participation, the Company agrees to evaluate whether it or its subsidiaries will suffer any risk of hann to it or lhoir respective inten : sts, and will notify the Executive if it ha . any objection to lhe &ecutivc's proposed participation . 7.3 Coyennrtt Npt to hl t erforo . (a) During tho Restriction Period, the Execu 1 ive shall not, direclly or indirectly, solicit, induce or influence, or attempt to induce or influence, auy CustOll \ er or Personnel to terminate a telationship which has been formed 01 that the Executive knows is being formed with the Company or any of its sub!idiaries, (l . r to reduce the extent ot : discourage the development ot : or otl 1 crwise llarm its 1 elationship wilh the Company or any of its subsidiaries, including, without limitation, to commence or increase its relationship with any Competilor . (b) Duriog the Restriction Period, the Bxecuti \ 'e shall nol, other than d 111111 g the mrm of this Agrceme . nt consistent with his duties and obligations under Section : ? hereof, din : ctly or indirectly, recruit, solicit, induce or influence, any PelSOonel known by the Executive to be empk • yed by the Company or any of its subsidiaries to discontinue, reduce the extent of . discownge the development of, or otherwise harm their relationship or commitment to the Company or its subsidiaries, including, without lin 1 italion, by employing, seeking to employ or inducing or influencing a Competitor to employ or seek to employ any Personnel of the Company or any of its subsidiaries, or inducing an employee of the Company or any of its subsidiaries to leave employment by the Company or its subsidiary, u the case mny be . Any general solicitation to the public that is not directed at tl 10 Company and/or any of its aubsiduuias shall not oomlitutc a breach of this pa 111 y 1 tpb, and tho restrictions sot forth herein shall not apply to any person (i) who initiates co 11 tuct with the . Executive or the Executive's then current cmplo)'DI' in response lo a general solicitation to lhe public, or (ii) who initiates contllC \ with tho Exoautive or the cutive's then curront employer in response to any general search . conducted by a placement firm which does nn 1 expl'Cllsly target such Pe 11 onncl . 7.4 <.:onITdcnth,l ln(Qm1 n 1ion . ( Ŷ ) D 1 ! 1 N 1 n M 11 intojn Cnnlidcnlinlily . The Exeoutive Ŷ hall maintain In strict confidence 1111 d safeguard all Confideatial Infomiation . Tho Executive covonan 1 B that the Exec : utivt will becume fanlililll' witl 1 a . net abide by all policies and rules issued by the Company now or in lhc future dcalit 1 g with Confidential Jnfonnlllion . (b) Covenant NQI In Pi c)ose , U He or l im l oj l . 'J'h 11 lixeculive shall not, directly or lndlrocdy, disclose to anyone or uso or otherwise exploit for the benctil of anyollll, other lhan Iha C 01 npany and its suhs . idiaries, any Confidential Information . (a) Confidentia l Matcrinls All Confidential Maleriall arc and shall remain the excl 1 JSM 1 property of the Company . No Confidential Materials may be copied or otherwise reproduced, removed from tho prcmiaca oftbc Company, or 11111 : ruBtcd to any person or entity (other than the Personnel entitled lo such materials by authorization oftlio Campany) without prior written pcnnwion from lhe Company . Notwith . 'ltllndlng lhe foregoing . the Exeoutive may copy Confidenlial Information llnd remove such Con!idcntiad ln . C'onnalion from the Company's premises to the Executive's rcsiclcncc, in each case, in tho ordinftl'Y course of business in the discharge of tho Hxocutivc'a duties and obligations undor this Agreement
7 . 5 Cnrnmmy Proper! - Any and all wrillngs, improvements, processes, designs, patents, medicines, inventions, procedures and/or teclmiqucs which the Executive mny make . conceive, discover or develop, eithel' solely or jointly wilh any other person or persons, al any time during Lbc tCJm of lltis Agreement, whether during working hours or al . any other time and whether at request or upon the suggestion of the Company or any subsidiazy thereof, which relate to any business now or hereafter carried on or contemplated by the Compmy or any subsidiary thereat ; including developments or expansions of its present field of operations, shall be the sole and exclusive property of the Company . The Executive shall make full disclosure to the Company of all such writ . ing . 1 , improvements, processes, procedures and techniques, and shall do cveiyd 1 ing necessary or desirable to vest lhe absolute title thereto in the Company . The Executive shall not be entitled to any additional or special compensation or rcimbu 1 Scment regarding nny mul all such wdtings, improvements, processes, 1 >roccdurcs and technique .. , . 1. Equjla h je Ro)jp[ . The pw : ties acknowledge that the provisions and restrictions of Section 7 of this Agreement are reDSDllllble and necessnry for the protection of the legitimate interi : sts of the Company and lhe Executive . The parties further acknowledge lhat the provisions and re 1 rictions of Section 7 of this Agreeinenl are uniq 11 e, and that any breach or threatened breach of any of these provisions or restrictions by the Executive will provide the Company with no adequate remedy at law, and the result will be irreparable hann to the Company ThcrefOfll, the parties agree that upon a breach or thn : atcned breach of the provi . ions or rcs 1 rictions of Section 7 of this Agreement by the Executive, the Company shall be entitled, in addition lo auy other remedies which may be available to it, to institute and maintain proceedings al law or in equity, ID recover damages, obtain specific perfonnance or a temporary or permanent ntjunction, without the necessity of establishing the likelihood of irrep 11111 ble iajucy or proving damages and without being required \ o post bond or other security . 2. Moditica,io n o[Re ; ,Lrjc t in n s : Pull Restriction Period . If the Restriction Period, the Restriction Ania or the scope of activity restricted in Article 8 should be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of months, the Restriction Area shall be reduced by the eliminalion of sucl \ portion thereof or the scope of the restricted activity shall be modified, or any or all of the foregoing, so that such restric : tions may be enforced in such area and for such time as is adjudgcd lo be reasonable . If Ibo Executive violates any of tho restrictions contained in Section 7 , the Restriction Period shall not nm in : fiivor of the Eicecutivc from the time of commencement of any such violation until such time n . sllch violation shall be cured by the Eicecutivc to the reasonable satisfaction of the Company . 9. . Consideraiioo for Restrictive Coycgpn 1 , 9 . The Executive acknowledges that the execution of this Agreement and comp]Ulllce with it by the Comp 1111 y shall eonstitute fair and adequate consideration for the Executive's compliance with the restrictive covemmts contllincd in the rCSJ>cctive sections of lhis Agreement . 10. Mis.eHaueous . 10 . J ,ovcn,ing I,uw . This Agreement, its interpn,u 11 ion, JJeJ"formance and cnforeenumt, and the rights and remedies of the parties hereto, sl!all be governed and construed by the laws of the State of Nevada . Any claim or controversy arising out of or relating to the interpretation, application or e 11 forcell 1 ent of any provision of this Agrcerne . nt, shall be submitted for resolution ID a court of competent jurisdiction in New York County, New York The parties hereby L'Ollscnt to pe 1 Sonal jurisdiction and venue in New York County, New York . 10 . 2 - A waiver by any party of any condition or the breach of any term, covenant, representation or wan - nnty contained in this Agreement, whether by conduct or otherwise, iu any one or more instunccs, shall not be deemed or construed as a further or continuing waiver of any such condition or the breach or any other term, covenant, representation, or warranty set forth in 1 his Agreenu, - nl . l 0 . 3 llllill - This Agreement between the parties hereto with respect to lhe subject in 111 ler hereof and supersedes all prior agreemm'IS, and oontcmporaneous under 11 . Dndings, inducement . I or conditions, express or implied, wril 1 en or oral, between the parties with respocl to th e subject nUlttcr hereof . Tho cxprc 111 ti : rms hereof control and supersede any course of perfonnance mid/or usage of th e trade inconsistent with any of the tcmis hereo £ 10 . 4 Notice, ; , All noliccs, requests, claims, demnnds 1 tnd olhor comm 11 nica 1 ions hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier seivice, by lelecopy, by eleclro 11 ic mail or by registered or certified mail (postage prepaid, rctllm recc : ipt requested) to the respective partie . ,, Notice to tho following indivicl 11 Dls and 11 ddrosscs will sorvc as valid notice : If to the Bxllcutive: D1111ny Biahop 41 Helll'lhltone Drive Brooldleld, CT 06804 Binail: dan@gogrc:eolechcmp.org
Ifto the Company: Go Green Globol Tcchnologi< - ."l Corp 640 Federal Rd, Brookfield, CoMeclicut 06804 Attn: Board of Directors With u copy to: Ross D. Carmel, Esq. Carmel, Mih=.o & DiChia,a LLP 55 West 39., St, 18,. Fl. New York, New Yorx I00l 8 Email: rcarmcl@cmdllp.com 10. '.! l:l&rul.tn.. The descrip1ive heading,, oontai11eJ in this Agreement are for convenience of reference only and shall not affect in any way the meaning or intcrprcttstion of this Agreement. 6. Sc,·crabi)i!)! . If any term or other provision of this Agreement is invalid, illegal or inc!!pabl< : of being enforced by any law or public policy, all other tem 1 s and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transnctions contemplated hereby is not affected in any manner materially adverse to any pany . Upon such delc,m \ inulion !liat any term (){ other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to ffect the original intent of the parties as closely as po ible in an acceptllhle manner in order that lhe transactions contemplated hereby are consummated as originally contemplated to the greatest extent pos . iblc . 7. CounlCQ>i!!' . ! : ! - This Agreement may be exccuced in one or more counterparts, and by the different parties hereto in separate cmmterparts, each of which when executed shall be deemed lo be an original but all of which taken together shall constitute one and the same cmcnt . 8. Amendment or Tc : rmina r iog . No agreement shall be elJectivc to change, modify, waive , release, amend or terminate this Agreement, in whole or in part, unless such agreement is in writing, refers expressly to this A ment and is signed by the party . gainst whom enforcement of the change . modification, waiver, relcllSC, amendment or termination is sought . 11. lndcrooificllJioo . (a) The Company agrees that if the Executive is made a pnrty, or is threatened to be made a pnrty, to any action, suit or proceeding, whether civil, criminal, administrative or invcstigativc Ptooccding"), by rea on of the fact that be is or was a director, offiCCt" or employee of the Company or any of its affiliates or is or was serving at the request of . the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a diro ; tor, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Board, if greater, by the laws oflhe State of Delaware, against all cost, expense, liRl>ility and loss (including, without limitation, a(tomey's fees, judgments, fines, excise truces or other liabilities or pennllies and amounts paid or to b<l paid in settlement) reasonably incurred or suffered by lhc b'xccutivc in ( . "OMection therewilh, and such indemnification shall continue a to the Executive even ifhe has ceased to be a dire, ; tor, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive's heirs, executors and administrator, ;. (b) Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have mude a determination prior to the commencement of any proceeding < . 'Onccrning payment of amounts claimed by the Executive under Section 11 (a) above that indemnification of the Executivo is proper because he ha< ; met the applicable standard of conduct, nor a determination by the Company (including its Board of Directors, independent legal counsel or stockholders) that llu : Ex tivc hllS not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct . (c) The Company agree ... tn maintain direcrors' and officers' liability insurance policy covering the Executive to the extent the Company provides such coverage for i!s other executive officers and directorn . , llS applicable . 12. Code Section 409A . (a) 11 tis Agreement shall be interpreted and iwlmini . t . ered in a manner $ 0 that any amount or benefit payable hereunder shall be paid or provided in a manner !Ml is either exempt from or complill 11 t with the requirements of Section 409 A of lhe Internal Revenue Code of 1986 , as amended (the • ' Cod e' ') and applicable Internal Revenue Service guidance and Treasury Regulations issued !hereunder (and any applicable transition relief
. . - not warranted or guarnnteed . Neither the Company nor its directors, ollicers, employees or advisers shall be held liable for any taxes, interest, penalties or other monctnty nmounL owed by the Executive as a result of 1 he applicution of Section 409 A of the Code . (b) Notwithstanding anything in this Agreement to the contrwy, to the extent that any amount or benefit that would constitute non - exempt "deferred compensation" for purposes of Section 409 A of the Code ("! : fun : f' - X \ !Wlll ()< ; fom : c l C, 11 )( 11 : t n ti on" ) would otherwL c be payable or distributable hcr, : undcr, or a different fonn of payment of such Non Exempt Deterred Compensation would be eflected, by reason of the Executive's termination of employment, such Non - Exempt J)cfcn - ed Compensation will not be payable or distributable to the Executive, and/or such different fonn of payment will not be effected, by reason of such circumstm 1 ce unless the circumst . 1 nccs giving rise to such termination of employment meet any description or definition of "separation from scrvic " in Section 409 A of !he Code and applicable regulations (without giving cITcel to any elective provisions tlrnt may be available under such definition) . This provision does not affect the dolJar amowll or prohibit the msttng of any Non Exempt Deferred Compensation upon a 1 ennination of employment . If this provision prevents the payment or distribution of any Non - Exempt Dcfc - rred Compensation, or the application of u different form of payment, such payment or distribution shall be made at the 1 jme and in tl 1 c fonn that would have applied absent the non - 409 A eonforming event (c) Nolwil 11 standing anytl 1 ing in this Agreement lo the contrary, if any amount or benefit that would constitute Non - Exempt Deferred Compensation would otherwise be pnyable or distributable und r this Agreement by reason of the Executive's separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas . Reg . Section 1 . 409 A - 3 (j)( 4 Xii) (domestic relations order), (i)( 4 )(iii) (conflicts of interest), or (i)( 4 )(vi) (paymenl of employment laxes) : (i) the amount of such Non - Exempt Deferred Compensation that would otherwise be payable during the six - month period immediately following the Executive's separation from service will be accumulated through and paid or provided on the firs! day o[the seventh month . following the Executive's separation from service (or , if the Executive dies during such period, within thirty ( 30 ) days after the Executive's death) (in either case, the ' · Rcqujn : d De l ay Period ") ; nnd (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume al the end of the Required Delay Period . for purposes of this Agreement, the tem 1 "Sn ci[jpd Emp l oyee" has the meaning given such tenn in Code Section 4091 \ and the final regulations thereunder . (d) Each payment of termination benefits under Section 5 . 2 (a) of this Agreement shall be considered a separate payment, as described in Treas . Reg . Section l . 409 A - 2 (b)( 2 ) . for purposes of Section 409 A of the Code . (e) If the Executive is e,uitled to be paid or reimbursed for any taxable expenses undct Section 3 . 5 hereof, and such payment s or reimbursements are includible in the Executive's federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other c : dend,ir yeur, und the reimbur, ; ement of an eligible expense mu - t be mad e no later than December 3 ( of the year after the year in which lhc expense was incurred . No rigl 1 t of the Executiv e to reimbursement of expenses under Section 3 5 hereof shall be subject to liquidation or exchange for another benefit (f) The Company shall have the sole authority to make any accelerated distribution pennissiblc under Treas . Reg . Section l . 409 A - 3 (i)( 4 ) to the Executive of deferred amounts, provided lhat such distribution meets U 1 e requirements ofTrca . Reg . Section I . 409 A - 3 (i)( 4 ) . IN WllNESS WHEREOF, the parties hereto llave caused this Agreement to be executed as oftl1e dale first written above. Go Gi - «11 Glob11l Technologies Corp. Board ofDircclors Executh·e (_ I
Exhibit 10.5
INDE P E ND E N T CONTRACTOR AGREEMENT This Independent C ntrac t o r Agreement ("Agreement'), dated October 27 , 2022 ( th e "Effective Date''), is between Go Green Global Technologies Corp . , a N e vada corporation (the "Company') and HATTIE CORRJNE COUCH, an i n dividu a l (th e " Co nt r a ct o r") . T h e Company and Contractor or hereinafter also r ef e rre d to as a "party' and c o ll e c t ive ly as t h e ''parties . WHEREAS, The Board of Directors of Go G r e e n Global Technologies Corp . (the " B o ard " ) and its C hi e f Executive Officer have caused Go G r e en Global T e ch n ol o g i es Corp . to enter into an I ndepe n d e nt C ontr a cto r agreement with Contractor . The parties therefore agree as follows : l. INDEPENDENT CONTRACTOR. (a) Po s it ion . Go Green Global Technologies Corp. hereby agrees to a s s i gn Contractor the position an d title of Chief O pe r a ting O ffi cer , and Contractor hereby agrees to accept such ti tl e w it h Go G r ee n G l o b a l Technologies Corp., upon the terms and co nd i t i o n s co nta i n e d in t hi s Agreement. (b) Duties. During the I n d e pe n de nt Contractor Period, Contractor shall serve on a fu ll - t im e basis and perform services in a capacity and in a manner consistent with Contractor's position with the Co mp an y . Contractor shall (i) have the title of Chief Operating Officer co mme nc i ng as of the Effective Date and shall have such duties, authorities and responsibilities as are c o n s i s t e nt with such position, and as the CEO and Board may designate from time to time while the Contractor serves as the Chief Operating Officer of the Company. Contractor will report directly to the CEO and the Board; Contractor shall devote substantially all of Contractor's business time and attention and Contractor's best efforts (excepting vacation time, holidays, sick days and periods of disability) to Contractor's Independent Contractor and service with the Company; provided, that this Section l (b) shall not be interpreted as prohibiting Contractor from (i) managing Contractor's personal investments (so long as such investment activities are disclosed and not in conflict of interest to Company's nature), (ii) engaging in outside part - time activities so long as they do not interfere with Contractor's obligation to the Company, and requiring Contractor's disclosure that is subject to approval by the Company and Board. 2. TERM AND TERMINATION. (a) Duration. This Agreement shall commence on the Effective Date and shall continue, subject to earlier termination of such Independent Contractor pursuant to the terms h e reof , until (and including) October 27, 2024 (the "Independent Contractor Period"). In the event Contractor continues in Independent Contractor after the expiration of the fndependent Contractor Period and has not entered into a new agreement as of the expiration oftl1e Independent Contractor Period, such relationshjp shall be "at will" and this Agreement may be terminated at any time by either party on thirty (30) days written notice. Independent Contractor Agreement - Corrine Couch
(b) Termination. l. The Company may tcnninat thi agreement for cause at any time without notice under the circum ta.nces of; (i) ontractor's ,viilful and continued failure to perfonn her duties hereunder or to follow the lawful direction of the CEO or the Board or a mater i a l breach of thi Agreement after written notic spec i fying the failure or breach; provided , however, that notice shall not be required in the event of Contractor's breach of Sections 5 , 1, or .8. of t his Agreement· (ii) theft, fraud, or dishonesty with regard to I.he Company or in c onnec t ion with Co n t rac t o r ' s duties; (iii) C ontractor's indictment for, conviction of (or pl ead i ng guilty o r nofo co11 tend e re to) a felony o r any lesse r offense in olving fraud, or m ora l t urpitud e ; (iv) material i ol at i o n of the Company's Code of Conduct or similar written policies after written notice spec i fy i ng the failure or b r e ac h · (v) willful misconduct Lmrelated to th Company h avi n g or likely to have, a material negat i ve i mpa c t on the C o mp any (ec o nom ical l y or i t s r e p u tat i o n ) a fte r written notice specifying the failure o r breach; (vi) an act of gross n e gl i ge n c e or willfu l misconduct by the Contractor tha t r e l ate s to the affairs of the C omp an y · (vii) material breach b y Contractor of any provisions of this Agreement; 2. The Contractor may terminate this agreement with or without c aus e so l ong as the C on tra ctor provides written notice in the amount of sixty (60) days. 3. The Contractor a c kn o w led ges that upon any tenninatfon of this A g r eemen t , Contractor is no t e n t it l e d to further co mpe nsa t i o n from the C omp a ny past the da e of t e rmi natio n . (c) Co m pany Policies. The Independent Contractor r e l a tions hip between the p arti e s will also be governed by the ge n er a l I n d epe nd en t Contractor p o li c i es and practices of the Company or any ge n era l Independent Contractor policies a nd p ra c tic e s the Company m ay i mp l emen t. ff a ny tenns of this Agreement differ from or conflict with the Company's general Independent Contractor policies or practices, this Agreement will control. 3 . CO M PE N SATION. The Contractor will be compensated for her services as follows: (a) Compens a tion. The Company shall compen s ate the Contractor an annual rate of $96,000 (the "Base Compen sa tion") , payable in mon t hl y in sta llm e nt s on the first (1st) of each month during the Independent Contractor P e riod. The B a s e Compensation may be s ubject to increa s es , as may be determined from time to time by the Company. Independent C o ntra c t o r Agreement - C o rr ine Couch 2
(b) Restricted Stock Gra n t. Upon acceptance of this Agreement, Contractor shall receive a re s tricted s tock g r an t of Six Hw1dred Thousand shares of the Company ' s Common Stock (the " Co mm o n St oc k' ) , with 250,000 s hares vesting upon execution of this agreement, 200,000 shares vesting on December I st, 2022, and 150,000 shares vesting in equal i ns t a ll ments of 12 , 500 shares per month beginnin g January 1, 2023 over the course of the following 12 months. (c) Wi th hol din g . Independent Contractor is not an employee of the Company. All payments to her under this Agreement will be reported on I099 Form for the appropriate tax year an d the Contractor w ill be respon s ibl e for her own payment of all federal, state and local taxes. Notwith s tandjng the foregoing , the parties agree to convert this Agreement into an employment agreement at such time as the Company has set up its payroll system with ADP or another provider; provided , further, that Contractor will be entitled to participate in all benefit programs available to the executive officers of the Company. 4. E XPENSES. The Company shall reimburse the Contractor for all business expenses incurred by the Contractor in connection with her duties under this Agreement in accordance with the Company's reimbursement policies that may be modified from time to time. The reimbursement of these expenses is subject to the Contractor's presentation to the Company of receipts, statements, and vouchers to the Company's satisfaction. Any expenses in excess of $1000 for any month must be pre - approved in writing by the Company. 5. CONFIDENTIAL INFORMATION, PROPRIETARY INFORMATION AND NON - DISCLOSURE. The Contractor agrees that she will be a recipient of confidential and proprietary information treated, designed, gathered, ordered by, and conceived by the Company or prepared by a third party such as a client, attorney, Contractor, owner, shareholder, member, manager, lender, or representative for the Company's business purpose. The Contractor agrees that the dissemination of such information to any third party could cause significant harm to the Company. The Company is willing to disclose information to the Contractor subject to the terms and conditions herein set forth. (a) Confidential Information. For purposes of this Agreement, "Confidential Information" includes information relating to the Company or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, services, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, methods of production, ideas, concepts, systems, practices, methods, techniques, processes, schematics, inventions, discoveries or theories of information which may be provided orally, in writing, by drawings, or by any other media. The Contractor will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill her obligations in this Independent Contractor Agreement - Corrine Couch 3
Agreement. ln addition, the Contractor shall u se due care and diligence to prevent the unauthorized u se or disclosure of that information. (b) Proprietary Info r mation . For purposes of this Agreement, " Propriet a ry Information" shall mean a ll Comp a ny intellectual property, customer relationships, personnel inform at ion , or sales, marketing an d fin anc ia l and operational information, r ec ord s , and specifications, confidential or trade secret information (including but not limited to "trade secrets" as defined in Sec t i on 3426.1 of the California Civil Code). The Comp a ny and any of its affiliates shall have the ex cl us i ve, worldwide rights and ownership to Contractor's contribution to all Proprietary Information, as well as the exclusive worldwide rights to reproduce, adapt, publish, market, dis t ribu te se ll , licen se and display Contractor's contribution to any and all Proprietary Information. The ri g hts may be exercised by the Company through the Company or any affiliates. Nothing contained in this Agreement shall be construed as an assignment or grant to Contractor of any r igh t , title, or interest in or to any Proprietary Information, it being understood that all ri g hts rel a ting thereto owned by the Company are reserved by the Company. Contractor is deemed to have simultaneously assigned, transferred, and conveyed to the Company any trade rights, trademark, service mark, or copyright, equities, good will, titles, or other rights in and to Contractor's contribution to Proprietary Information, including which may have been obtained or created by Contractor's contribution to any and all Proprietary Information during the Independent Contractor relationship, and from the Effective Date. Any such assignment or conveyance shall be made without other considerations. (c) Co n tractor Obligations . Contractor promises and agrees to hold the Confidential Information and Proprietary Information including any such information developed by the Contractor for the Company in confidence . Contractor further promises and agrees : (i) to protect and safeguard Confidential and Proprietary Information against any unauthorized use, publication, or disclosure and not disclose same to any person or entity other than Contractors or agents of the Company who need to know the Confidential Information and Proprietary Information and, in those instances, only to the extent justifiable by that need; (ii) not to use any of the Confidential Information and Proprietary Information except for the business purpose of the Company; (iii) not to, directly or indirectly, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential lnfonnation for any purpose whatsoever except as specifically authorized by the Company in accordance with this Agreement; (iv) to keep record of the Confidential Information and Proprietary Infonnation furnished by the Company and to retain upon request of the Company, all Confidential Information and Proprietary Information received in written or tangible form, including copies or reproductions within ten (10) days of such request; (v) that in the event the Contractor becomes legally compelled by deposition, interrogation, subpoena, civil investigative demand or similar process to disclose any of the Confidential Information and Proprietary Information, the Contractor so compelled shall provide the Company with prompt prior written notice of such requirement so the Company may seek a Independent Contractor Agreement - Corrine Couch 4
protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event the Company does not obtain a protective order, the Contractor agrees to f urni s h only the portion of Confidential Jnformation and Proprietary Information, which it is a dv i se d by written opinion of counsel is legally required; (v i ) that Contractor shall have no right to assign its rights under this section, whether by expressly or by operation of law, without the written consent of the Company. The Agreement and Contractor's obligations hereunder shall be binding on representatives, permitted assigns, a n d successors of Contractor and shall inure to the benefit of the representatives, assigns and successors of the Company. (d) Exceptions. The confidentiality obligations hereunder sha11 not apply to: (i) inform at ion which is , or later becomes lawfully obtainable from other non - sources; confidential (ii) inform a t ion th a t was known to Contractor prior to the disclosure thereof by the Company to Contr a ctor , as evidenced by written records; (iii) information that the Company waives the Contractor's duty as to the confidentiality in writing. (e) No Right to Confidential Information or Proprietary Information. Contractor hereby agrees and acknowledges that no license, either express or implied, is hereby granted to Contractor by the Company to use any Confidential Infonnation and Proprietary Information and that all Confidential Information and Proprietary Information, even if created by Contractor shall be the exclusive property of the Company and the Contractor has no right or title thereto. The Company makes no representation or warranty as to the accuracy or completeness of the Confidential Information and Proprietary Information and Contractor agrees that the Company and its Contractors and agents shall have no liability to Contractor resulting from any use of Confidential Information and Proprietary Information. (f) Indemnification. Contractor agrees to indemnify and hold harmless the Company and its owners, officers, directors, shareholders, members, managers, Contractors, lenders, and agents from and against any all losses, damages, claims, liabilities, expenses, jointly or severally incurred by the Company as a result of Contractor's breach of this Confidential Information, Proprietary Information and Non - Disclosure provision. (g) Remedies. Contractor agrees that she shall be liable for all damages caused to the Company by her disclosure of Confidential Information and Proprietary Information, either directly or indirectly, including, but not limited to, loss of revenue, loss of business, loss of customers, loss of goodwill, and loss of trade secrets. The Company may prosecute Contractor for any violation of this provision, at Contractor's expense, and the Company's remedies shall include, but not be limited to, damages, punitive damages and special damages. Contractor hereby further agrees that the Confidential Information and Proprietary Information referenced herein are of a unique character and that the breach of this Agreement would cause l Ƒ d e pen de nt Contractor Agreement - Corrine Couch 5
the Company irreparable harm which c an not be reasonably or adequately compen sa t e d for in damages in act i o n or at l aw . Th e r efore, the Company shall also be entitled to injunctive r e li e f for s uc h breach with the requirement that a bond be posted in addition to any other ri ghts or remedies the Company may h a ve in l aw or in equity. 6. RETURN OF PROPERTY . Within three (3) d a ys of the expiration or earlier termin at ion of this Agreement or the Independent Co nt ractor Period, the Contractor shall retum to the Company, retaining no copies or notes, all C onfident i a l Infonnation, Proprietary Jnform a tion , and all other Company product s, samples, models, equipment, property, and documents r e l at ing to the Company's bu s i ness including r e ports , abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copi e s of those materials ob ta in e d by the Contractor during and in connection with her work with the Company. All files, records, d ocum e nts, blueprints, s pecific at i o ns, inform a tion l ette rs , notes, media lists, ori g in a l artwork or creative work, notebooks, a n d similar i t ems relating to the Company ' s bu s in ess, whether prep are d by the Contractor or by others, rema.in the Company's exclu s ive property. 7. USE OF TRADEMARKS. The Contractor may only use, reproduce , and distribute the Company ' s service marks, trademarks, and trade names (collectively, the "Company M a rks " ) in connection with her Independent Contractor and the terms of this Agreement. Any goodwill received from this use will accme to the Company, which will remain the sole owner of the Company Marks. The Contractor may not engage in activities or commit acts, directly or indirectly , that may contest, dispute, or oth e rwise imp a ir the Company ' s interest in the Company Marks. The Contractor may not cause diminishment of value of the Company Marks through any act or representation. The Contractor may not apply for , acquire, or claim an interest in any Company M ark s , or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier term i nation of this Agreement or the Independent Contractor Period, the Contractor will have no further right to use the Company Marks, unless the Company provides written approval for each use. 8. NON - SOLICITATION. During the Independent Contractor Period and for a period of three (3) years after, the Contractor may not: (a) canvass or solicit the business of (or procure or assist in the canvassing or soliciting of) any client, customer, or Contractor of the Company who is known to the Contractor because of her association with the Company during the Independent Contractor Period for the purposes of competing with the Company; (b) accept (or procure the acceptance of) business from a client, cu s tomer , or Contractor of the Company known to the Contractor because of her association with the Company during the Independent Contractor Period for purposes of competing with the Company . However, the Company may consent to this competition in writing ; or Independent Contractor Agreement - Corrine Couch 6
(c) otherwise contact, approach, or so li ci t (or procure the contacting, approaching, or so li citing of) an entity known to the Contractor b e cau se of her ass oci at i o n with the Comp a ny before the Effective Date in a way that coul.d b e d e tr i m e ntal to th e Company. 9. INDEMNIFICATION. (a) Of Co mpan y by Contractor. A t all times after the Effective D a te of this A greement, th e Contractor shall indemnify the Company and its owners, officers, directors , shareho lders , m mbers, managers, Contractors, l e nders , an d agents (collectively, the " Co mpan y Indcmnitees ') from all damages, li a biliti es, expenses, cl a i ms, or jud g m ents (incl uding in terest, penalties reasonable att orneys ' fees, accounting fees, and expert witness fees) ( coll ec tively , the ' 'C lai m s ' ) tha t any Company lndemnitee may i nc ur and that arise from: (i) the Contractor's gross n eg li ge nce or willful misconduct arising from the Contractor's carrying out of her obli g atio ns under this Agreement; or (ii) the Contractor's breach of any of her obli g ations or repre sentat ion s under th.is Agreement. (b) Of Co nt r a ctor by Co mpan y . At all times afte r the Effective D ate of this Agreement, the Company sha ll indemnify t he Contractor from all Claims th at t he Contr ac tor may incur arising from: (i) the Co mpany's operation of its bu s in ess; (ii) the Co mpany's br eac h or alleged bre ach of, or its failure or allege d failure to perform under, any agreemen t to which it is a party; or (iii) the Co mpany' s bre a ch of any of its obli gat ions or representations under this Agreement. However, the Company is not obligated to indemnify the Contractor if any of these Claims re s ult from the Contractor's gross negli ge nce or willful misconduct. 10. FORCE MAJEURE. A party will not be considered in breach or in default becau se of, and will not be liable to the other party for, any delay or failure to perform its obligations under th.is Agreement by reason of fire , earthquake, flood, pandemic, explosion, strike, riot, war, terrorism , or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable: (a) notify the other party of the Force Majeure Event and its impact on perfonnance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this Agreement. 11. CHOICE OF LAW. lnd epe nclenl Contractor Agreemcal - Corrine Couch 7
The laws of the state of Connecticu t g o ve rn t h i s Agreement (without giving effect to its c o nflict s of l aw principl e s ). 12. ARBITRATION. The Contractor an d Company agree that in the event a dispute arises concerning or relating to this Agr emen t , or the Contractor's Independent Contractor with the Company, or any termination thereof, all such disputes shall be submitted to binding arbitration before an a rbitr a t o r experienced in I n d e p e nd e nt Contractor law. The arbitration will be conducted in ac co r d an ce with the rules applicable to Independent Contractor disputes of Judicial Arbitration an d Mediation S e rvic e s ( " JA M S " ). The Comp a ny will be responsible for paying any filing fees an d co st s of the arbitration proceeding itself (for example, arbitrator's fees, conference room, transcripts), but each p ar ty shall be responsible for its own attorneys' fees; provided, however, that the arbitrator shall award att orn e ys ' fees and costs to the prevailing party, except as prohibited by law. The Company and Contractor agree that this promise to arbitrate covers any disputes that the Company may have against Contractor, or that Contractor may have against the Company and all of its affiliated entities and their owners, officers, directors, shareholders, members, managers, employees, lenders, and agents arising out of or relating to this Agreement, the Independent Contractor relationship or termination oflndependent Contractor, including any claims concerning the validity, interpretation, effect or violation of this Agreement; violation of any federal, state, or local law; any tort; and any other aspect of Contractor's compensation or Independent Contractor. The Company and Contractor further agree that arbitration as provided in this section 14 shall be the exclusive and binding remedy for any such dispute and will be used instead of any court action which is hereby expressly waived, except for any request by either party hereto for temporary or preliminary injunctive relief pending arbitration in accordance with applicable law, or an administrative claim with an administrative agency. The Federal Arbitration Act shall govern the interpretation and enforcement of such arbitration proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of Connecticut, or federal law, if Connecticut law is preempted. The arbitration shall be conducted in Brookfield, Connecticut, unless otherwise mutually agreed. The parties agree that (i) no arbitration proceeding hereunder shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. The parties agree to arbitrate a dispute on an individual basis, and each waives the right to participate in a class action. 13. CLASS ACTION WAIVER By signing this Agreement, Contractor and the Company waive their right to commence, be a party to, or act as a class member in, any class or collective action in any court action against the other party relating to Independent Contractor issues. Further, the parties waive their right to commence or be a party to any group, class or collective action claim in arbitration or any other forum. The parties agree that any claim by or against Contractor or the Company shall be heard without consolidation of such claim with any other person or entity's claim. 14. AMENDMENTS. Independent Contractor Agreement - Corrine Couch 8
No amendment to this Agreement wi ll be effective un l ess it is in writing and signed b y both parties . 15. ASSIGNMENT AND DELEGATION . (a) No As signmen t. The Contractor may not assign any of h e r ri ghts under t his Agreement, except with the prior written consent of the Company . (b) No Delegation . The Contractor may no t deleg ate an y performance under thi s Agr eement, except with the prior written consent of the Company. (c) Enforceability of an Assignment or Dele gatio n . I f a purport e d assignment or purported delegation i s made, or i f both are made, in v i o l atio n of th i s section 1 6 , it is void and they are void . 16. COUNTERPARTS; E L E CTRO NIC SIGNATURES . (a) C ounterparts . Th e parties may execute this Agreement in any numb e r of c ount e rp art s, eac h of wh ich is an origina l but a ll of whic h c onsti tute one and the same in st ru me nt. (b) Electronic Signatures . This A greemen t is co ns id ere d signed whe n a party s sign a ture i s deliv ere d by fa c sim i le, email, or other electronic medium . These si gnatu r es mu s t be tr e a ted in all r es p e cts as h aving the same force and effect as original signature s. 17. SE VERABILI TY. I f any prov i s ion in this A gree m e nt is , for any reason, held to be invalid, ill eg al , or unenforceable in any respect, th a t invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but th is Agreement will be construed as if the in vali d , ill egal , or unenforceable provisions had never been contained in this Agreement. 18. N OTIC ES . (a) Writing; Permitted Delivery Methods. Each party giving or m ak in g any notice, request, demand, or other communication required or permitt e d by this Agreement sh a ll give th a t notice in writing and use one of the following types of delivery, each of which is a writin g for purposes of thls A g reement: personal delivery, mail (registered or certifi e d mail, postage prepaid, return - receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email. (b) Addresses. A party shall address notices under this section to a p ar ty at the following addresses: Jfto the Company: Danny G. Bishop, CEO 5 Production Dr. lndcpcndenl Co n t ra c t o r Agreement - Corrine C ou c h 9
Brookfiel d , CT 06804 I fto the Contractor: Hattie Corrine Couch 300 Massachusetts Ave N W , Apt 736 Washington, DC 20001 (c) Effe c tivenes s . A notice is effective only if th e party giving notice complies with subsect i ons (a) a n d (b) an d if the r ec ipi en t receives the notice. 19. WAIVER. No waiver of a breach failure of any condition, or any ri g ht or remedy contain e d in or granted by the pro v i s i ons of this Agreement w il I be effective unless it i s in writing and signed by the party waiving the breach, failure, ri gh t, or r eme dy. No wa iver of any bre a ch, failure, right, or remedy will be d eeme d a wa iv e r of any other br e ach, fa ilure , right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unle ss th e writing so specifies. 20. EN TI RE AGREEMENT. This Agreement con s titut e s the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with re s pect to the subject matter of this Agreement. All prior and cont e mporaneous communications , ne g otiations, and agreements between the parties relating to the subject matter ohhis Ag r eement (including the Original Agreement) are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usa g e or a prior course of dealings. Neither party was induced to enter this Agreement by, and neither party is relying on , any statement, representation, warranty, or agreement of the other party except those set forth expressly in this Agreement . Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement's effectiveness . 21. HEADINGS. The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this Agreement's construction or interpretation. 22. LEGAL ADVICE. Each party has had the opportunity to review this Agreement with its attorneys and other professional advisors of its choice. Contractor acknowledges that she has not received or relied upon any advice concerning this Agreement from any attorneys or other advisors of the Company. 23. SURVIVAL. Sections 7 , 8., 2., .lil, ll, .12, 1.1, .l.:l, .1.5. , 21, 21. and 2i hereof will survive any termination of this Agreement. Ind e pendent Contractor Agr ee ment - Corrine Couch 10
24. EFFECTIVENESS . This Agreement wi ll become effective when all parties h av e s i gned it. 25. NECESSARY ACTS; FURTHER ASS U RA NC ES . The Contractor, the Company, and the Company's agents sh al l u se all rea s on ab l e efforts to ta k e, or cause to be taken, all actions necessary or d es i rab l e to con sw n ma t e and make eff e ctive th e transactions this Agreemen t contemplates or to evidence or carry out the intent and purpo ses o f this Agreement. [SIGNATURE PAGE TO FOLLO W ] lnd e peadent Contractor Agreement - Corrine Couch 11
[SIGNATURE PAGE TO INDEPENDENT CONTRACTOR AGREEMENT] In witness hereof, the parties execute this Agreement as of the date first written above. COMPANY: CONTRACTOR: GO GREEN GLOBAL TECHNOLOGIES CORP. By: : ., " _J I::< - L !_: N am e : D a nny Bishop / T itl e : CEO / ) Hattie Corrine Couch J n d e pe n de n t C o ntra c t o r A gr e e m en t - Corrine Couch 12
EXHlBJT A Role s and Responsibilities - Functions o f the C hief O perations O ffi cer i n clude b u t are not l imited to t he followi ng ; D esig n an d i m plem e nt policies to promote company culture and v1s10n, and oversee operation to keep the busin ess on track Set compr e hensive goa l s for perform ance an d growt h O versee d a ily operations of the company and the work of executives Create internal policies a nd procedures for company operation Particip at e in expansion activities including but not limited to investments, acquisitions , corporate a lli an ces , etc. Iden t ify , prepare, and facilitate applications for government loan and grant programs Manage rel a tionships with partners/vendors Oversee outward facing communications including press releases, filings , and other necessary communications pursuant to the nature of a publicly traded company Independent Contractor Agreement - Corrine Couch 13
Exhibit 10.6
GO GREEN GLOBAL TECHNOLOGIES CORP. DIRECTOR AGREEMENT
This Director Agreement (the “Agreement”) is made and entered into as of November 16th, 2023 (the “Effective Date”), by and between Go Green Global Technologies Corp., a Nevada corporation (the “Company”), and Dennis Beckert, an individual (“Director”).
| 1. | Services. |
| 1.1. | Board of Directors. Director has been appointed as a Director of the Company’s Board of Directors (the “Board”), effective upon approval by the Board until the earlier of the date on which Director ceases to be a member of the Board for any reason or the date of termination or expiration of this Agreement in accordance with Section 5.1 and 5.2 hereof (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as nominated and elected pursuant to the then- current Bylaws and Articles of Incorporation of the Company (the “Governing Documents”). |
| 1.2. | Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and the Governing Documents, and such other services mutually agreed to by Director and the Company (the “Director Services”). The Director Services shall include, but not be limited to the following: |
| 1.2.1. | Know and effectively articulate the mission, purpose, goals, policies, and ventures of the Company. |
| 1.2.2. | Attend board meetings 12 times per year and committee meetings as required. |
| 1.2.3. | Create and execute board agenda for monthly meetings. |
| 1.2.4. | Chair the Finance and Governance committees of the Board. |
| 1.2.5. | Participate in fundraising, sales and marketing activities and events in a variety of ways. |
| 2. | Compensation. |
| 2.1. | Initial Share Grant. As compensation for the Director Services, the Company shall issue Director three hundred thousand (300,000) shares of the Company’s common stock (the “Initial Share Grant”) vesting in equal quarterly installments over the Term of this Agreement beginning January 1, 2024. |
| 2.1.1. | Change of Control. Upon the Company experiencing a Change of Control event, the common stock issued pursuant to the Initial Share Grant shall fully and automatically vest. |
| 2.1.2. | Change of Control Defined. For the purposes of this Section 2, “Change of Control” shall mean: (i) a sale of all or substantially all of the assets of the Company; (ii) the acquisition of more than 50% of the voting power of the outstanding securities of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, reorganization, merger or consolidation) unless the Company’s stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition (by virtue of their continuing to hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the Company’s outstanding stock) hold at least 50% of the voting power of the surviving or acquiring entity; or (iii) any reorganization, merger, or consolidation in which the corporation is not the surviving entity, excluding any merger effected exclusively for the purpose of changing the domicile of the Company. |
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| 2.2. | Monthly Share Grant. As further compensation for the Director Services, the Company shall issue Director twenty thousand (20,000) shares of the Company’s common stock per month during the Term of this Agreement (the “Monthly Share Grant”). The common stock issued pursuant to the Monthly Share Grant shall vest immediately upon issuance. |
| 2.3. | Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director. |
| 3. | Duties of Director |
| 3.1. | Fiduciary Duties. In fulfilling their managerial responsibilities, Director shall be charged with a fiduciary duty to the Company and all of its shareholders. Director shall be attentive and inform themself of all material facts regarding a decision before taking action. In addition, Director’s actions shall be motivated solely by the best interests of the Company and its shareholders. |
| 3.2. | Confidentiality. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall maintain in strict confidence all information they have obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Company, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director outside of this relationship (the “Confidential Information”). |
| 3.3. | Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform the Director Services for the benefit of the Company. Director will treat all Confidential Information of the Company with the same degree of care as Director treats their own Confidential Information, and Director will use its best efforts to protect the Confidential Information. Director will not use the Confidential Information for their own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through them, or of which they become aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information. |
| 3.4. | Return of Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such Company Property. |
| 4. | Covenants of Director. |
| 4.1. | No Conflict of Interest. Intentionally deleted. |
| 4.2. | Noninterference with Business. During the term of this Agreement, and for a period of six (6) months after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer, or supplier of the Company to terminate or breach their employment, contractual or other relationship with the Company. |
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| 5. | Term and Termination. |
| 5.1. | Term. This Agreement is effective as of the date first written above and will continue until the Expiration Date or three (3) years whichever is earlier. |
| 5.2. | Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period as the parties may agree upon. |
| 5.3. | Survival. The rights and obligations contained in Section 3 and Section 4 will survive any termination or expiration of this Agreement. |
| 6. | Arbitration. The Parties agree that all disputes that they have with one another which arise under the terms of this Agreement shall be resolved through final and binding arbitration, as specified herein. Binding arbitration shall be conducted in New York, New York in accordance with the rules and regulations of the American Arbitration Association. Each Party will bear one half of the costs of the arbitration filing and hearing fees, and the cost of the arbitrator. The Director understands and agrees that the arbitration shall be in lieu of any civil litigation and that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. |
| 7. | Miscellaneous. |
| 7.1. | Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns. |
| 7.2. | No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms. |
| 7.3. | Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address as either party may specify in writing. |
| 7.4. | Governing Law. This Agreement shall be governed in all respects by the laws of the State of Nevada without regard to conflicts of law principles thereof. |
| 7.5. | Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. |
| 7.6. | Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company. |
| 7.7. | Amendments. This Agreement may only be amended, modified, or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented, or interpreted by any course of dealing or practices. |
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| 7.8. | Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[remainder of page left intentionally blank]
| 4 |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| For the Company: | For the Director: |
| /s/ Danny G. Bishop |  |
| Danny G. Bishop | |
| Chief Executive Officer |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated February 1, 2024, relating to the financial statements of Go Green Global Technologies Corp. for the years ended December 31, 2022 and 2021 (which report includes an explanatory paragraph regarding the Company’s ability to continue as a going concern).
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ RBSM LLP
New York, NY
February 1, 2024