HERO TECHNOLOGIES INC. Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
HERO TECHNOLOGIES INC.
8 The Green Suite 4000
Dover, DE 19901
(302)-538-4165
www.herotechnologies.inc.com
info@herotechnologiesinc.com
[SIC 1311]
Quarterly Report
For the Period Ending: September 30, 2021
(the "Reporting Period")
As of September 30, 2021, the number of shares outstanding of the Company's Common Stock was: 441,294,088
As of June 30, 2021, the number of shares outstanding of the Company's Common Stock was: 440,119,088
As of December 31, 2020, the number of shares outstanding of the Company's Common Stock was: 357,095,087
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control4 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
- "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 4 of 14 |
On May 1, 2020, the Company sold 1,000,000 shares of its Series A preferred stock to Magenta Value Holdings, LLC. The Series A preferred shares have the right to cast 90% of the total votes with respect to any and all matters presented to the stockholders of the Company for their action or consideration. The Series A preferred shares are not entitled to any dividends or liquidation preferences and are not convertible into shares of the Company's common stock.
In a related transaction, Holloman Value Holdings sold approximately $2,245,000 owed to it by the Company to P2B Capital LLC. In February 2021 the entire debt plus $42,833 of interest was converted to 65,285,714 shares of the Company's common stock.
Following the sale of the Series A preferred shares, the Company's officers and directors resigned and Patricia Smart became the Company's sole officer and director. On September 23, 2020, Patricia Smart resigned, and Gina Serkasevich became the Company's sole officer and director.
- Name of the issuer and its predecessors (if any)
In answering this item, please also provide any names used by predecessor entities and the dates of the name changes.
The issuers name is Hero Technologies Inc. On May 1, 2020 Holloman Energy Corporation, predecessor, was purchased by Magenta Holdings Corporation, LLC. On July 20, 2020 the Company changed the name to Hero Technologies Inc. with the state of Nevada and FINRA.
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The issuer was Incorporated on May 14, 2004 in the state of Nevada. On July 20, 2020 the Company changed its name to Hero Technologies Inc.
The issuer's status in Nevada is active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
There have been no trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
On August 12, 2020 Hero Technologies exchanged 1,000,000 common shares valued at $0.10/share for a 51% interest in Los Angeles CBD. Los Angeles CBD sells CBD products through a store front located in Los Angeles, CA. On October 20, 2020 the agreement between Los Angeles CBD and Hero Technologies was terminated.
The Company formed the company Blackbox Technologies and Systems LLC in September 10, 2020. The Blackbox project consists of environmental growth chambers for the cultivation of large cannabis flowering plants based on aeroponic technology. Blackbox Technologies and Systems LLC has been renamed Blackbox Systems and Technologies LLC. The Company has a 51% interest in Blackbox Systems and Technologies LLC.
On November 3, 2020 the Company entered into a Purchase Agreement to acquire all of the assets of V Brokers LLC dba as Veteran Hemp Co. Veteran Hemp Co. is a seller, broker and wholesaler of cannabidiol ("CBD") products. The aggregate purchase price for the assets is $250,000 paid with 5,000,000 common shares of the Company's common stock plus the assumption of certain Liabilities.
The address(es) of the issuer's principal executive office:
8 The Green Suite 4000, Dover, DE 19901
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 5 of 14 |
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
2) | Security Information | |||
Trading symbol: | HENC | |||
Exact title and class of securities outstanding: | Common Stock | |||
CUSIP: | 42771W108 | |||
Par or stated value: | 0.001 | |||
Total shares authorized: | 950,000,000as of date: 09/30/21 | |||
Total shares outstanding: | 441,294,088 | as of date: 09/30/21 | ||
Number of shares in the Public Float5: | 59,227,685 | as of date: 09/30/21 | ||
Total number of shareholders of record: | 48 | as of date: 09/30/21 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | |||||
Exact title and class of securities outstanding: | |||||
CUSIP: | |||||
Par or stated value: | |||||
Total shares authorized: | as of date: | ||||
Total shares outstanding: | as of date: | ||||
Transfer Agent | |||||
Name: | Transhare | ||||
Phone: | 303-666-1112 | ||||
Email: | kwhiteside@transhare.com | ||||
Address: 15500 Roosevelt Boulevard, Suite 302, Clearwater, Florida 33760 | |||||
Is the Transfer Agent registered under the Exchange Act?6 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 6 of 14 |
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most | |||||||||||||
Recent Fiscal Year End: | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||||||
Opening Balance | |||||||||||||
Date 12/31/19 | Common: 144,737,790 | ||||||||||||
Preferred: 0 | |||||||||||||
Date of | Transactio | Number of | Class of | Value of | Were | Individual/ Entity | Reason for share | Restricted or | Exemption | ||||
Transaction | n type (e.g. | Shares Issued | Securities | shares | the | Shares were | issuance (e.g. for | Unrestricted | or | ||||
new | (or cancelled) | issued ($/per | shares | issued to | cash or debt | as of this | Registratio | ||||||
issuance, | share) at | issued | (entities must | conversion) | filing. | n Type. | |||||||
cancellatio | Issuance | at a | have individual | -OR- | |||||||||
n, shares | discoun | with voting / | Nature of | ||||||||||
returned to | t to | investment | Services | ||||||||||
treasury) | market | control | Provided | ||||||||||
price at | disclosed). | ||||||||||||
the time | |||||||||||||
of | |||||||||||||
issuanc | |||||||||||||
e? | |||||||||||||
(Yes/No | |||||||||||||
) | |||||||||||||
05/01/20 | New | 1,000,000 | Preferred | $0.090 | No | Magenta | Cash | Restricted | |||||
Value | Purchase | ||||||||||||
Holdings | |||||||||||||
LLC | |||||||||||||
11/11/20 | New | 3,757,437 | Common | $0.024 | No | Kevin | Cash | Restricted | (1) | ||||
Gerbers | |||||||||||||
11/24/20 | New | 8,349,860 | Common | $0.024 | No | Konkler | Cash | Restricted | (1) | ||||
Enterprises | |||||||||||||
LLC | |||||||||||||
12/01/20 | New | 100,000,000 | Common | $0.0043 | No | James | Cash | Restricted | (1) | ||||
Bradley | |||||||||||||
12/23/20 | New | 250,000 | Common | $0.001 | No | The | Services | Restricted | (1) | ||||
Chesapeake | |||||||||||||
Group Inc. | |||||||||||||
12/31/20 | New | 100,000,000 | Common | $0.00001 | Yes | Dark Alpha | Services | Restricted | (1) | ||||
Capital LLC | |||||||||||||
01/07/21 | New | 2,920,896 | Common | $0.024 | No | Kevin | Cash | Restricted | (1) | ||||
Gerbers | |||||||||||||
01/18/21 | New | 2,800,000 | Common | $0.05 | No | Patriot | Asset | Restricted | (1) | ||||
Shield | Purchase | ||||||||||||
National LLC | |||||||||||||
OTC Markets Group Inc. | |||||||||||||
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 7 of 14 |
01/23/21 | New | 250,000 | Common | $0.001 | No | The | Services | Restricted | (1) | ||||
Chesapeake | |||||||||||||
Group Inc. | |||||||||||||
01/29/21 | New | 6,259,063 | Common | $0.024 | No | Konkler | Cash | Restricted | (1) | ||||
Enterprises | |||||||||||||
LLC | |||||||||||||
02/12/21 | New | 834,986 | Common | $0.024 | No | Christopher | Cash | Restricted | (1) | ||||
Garten | |||||||||||||
02/15/21 | New | 875,000 | Common | $0.001 | No | Topline | Services | Restricted | (1) | ||||
Holdings Inc. | |||||||||||||
02/19/21 | New | 1,252,479 | Common | $0.024 | No | Travis Clegg | Cash | Restricted | (1) | ||||
02/22/21 | New | 208,635 | Common | $0.055 | No | Konkler | Services | Restricted | (1) | ||||
Enterprises | |||||||||||||
LLC | |||||||||||||
02/22/21 | New | 2,337,228 | Common | $0.055 | No | James | Services | Restricted | (1) | ||||
Bradley | |||||||||||||
02/22/21 | New | 65,285,714 | Common | $0.035 | No | P2B Capital | Debt | Restricted | (1) | ||||
LLC | Conversion | ||||||||||||
04/01/21 | New | 300,000 | Common | $0.074 | No | The | Services | Restricted | (1) | ||||
Chesapeake | |||||||||||||
Group Inc | |||||||||||||
09/15/21 | New | 875,000 | Common | $0.072 | No | Topline | Services | Restricted | (1) | ||||
Holdings Inc. | |||||||||||||
Shares Outstanding on Date of This Report: | |||||||||||||
Ending Balance: | Ending Balance | ||||||||||||
Date 09/30/21 | Common: 441,294,088 | ||||||||||||
Preferred: | 1,000,000 |
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2018 through September 30, 2020 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
-
Exemption relied upon was Section 4(a)(2) of the Securities Act of 1933. Magenta Value Holdings in Controlled by Destiny Aigbe.
Konkler Enterprises LLC is controlled by Matt Konkler. The Chesapeake Group Inc. is controlled by Tim Rieu. Dark Alpha Capital LLC is controlled by Destiny Aigbe.
Patriot Shield National LLC is controlled by Andrew Ross. | |
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) | Page 8 of 14 |
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Holloman Energy Corporation published this content on 12 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 November 2021 05:16:04 UTC.
