Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Principal Solar, Inc.
100 Crescent Court Suite 700
Dallas, TX 75201
_______________________________
214-885-0032
www.pswwenergy.com
kt@pswwenergy.com
4911
Quarterly Report
For the Period Ending: June 30, 2022
(the "Reporting Period")
As of August 17, 2022, the number of shares outstanding of our Common Stock was: 383,817,183
As of June 30, 2022, the number of shares outstanding of our Common Stock was: 383,817,183
As of March 31, 2022, the number of shares outstanding of our Common Stock was: 266,191,013
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 264,141,013
As of December 31, 2020, the number of shares outstanding of our Common Stock was: 62,014,392
As of August 17, 2022, the number of shares outstanding of our Series B Non-Convertible Preferred Stock was: 1,000,000
As of June 30, 2022, the number of shares outstanding of our Series B Non-Convertible Preferred Stock was: 1,000,000
As of March 31, 2022, the number of shares outstanding of our Series B Non-ConvertiblePreferred Stock was:
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 1 of 26 |
1,000,000
As of December 31, 2021, the number of shares outstanding of our Series B Non-Convertible Preferred Stock was:
1,000,000
As of December 31, 2020, the number of shares outstanding of our Series B Non-Convertible Preferred Stock was:
1,000,000
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 Control1 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Principal Solar, Inc. is the successor company to Kupper Parker Communications, Inc. Formerly -Kupper Parker Communications, Inc. until 5-2011
Formerly- Greenstone Roberts Advertising, Inc. until 10-2000
Formerly - Greenstone Rabasca Roberts, Inc. until 4-1991 The Company was originally incorporated under the name Greenstone Ad Agency, Inc. and subsequently changed its name to Greenstone Rabasca Advertising until 12-1988
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):
Incorporated in NY until 5-2011. The Company re-domiciled to Delaware and is active
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 26 |
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
In the Month of February 2021, the Company has initiated an equity investment into a privately held enterprise in the Energy Services Sector (Double H Services, LLC). At this time, the company plans to acquire as much as 21% equity into Double H Services, LLC over the course of the fiscal year 2021.
The address(es) of the issuer's principal executive office:
100 Crescent Court Suite 700 Dallas, TX 75201
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:
N/A
2) | Security Information | ||
Trading symbol: | PSWW | ||
Exact title and class of securities outstanding: | Common | ||
CUSIP: | 74255T202 | ||
Par or stated value: | $.01 | ||
Total shares authorized: | 1,000,000,000 as of date: June 30, 2022 | ||
Total shares outstanding: | 383,817,183as of date: June 30, 2022 | ||
Number of shares in the Public Float2: | 337,542,313as of date: June 30, 2022 | ||
Total number of shareholders of record: | 255 | as of date: June 30, 2022 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | N/A |
2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 3 of 26 |
Exact title and class of securities outstanding: | Preferred, including 1,000,000 designated "Series B" Non-Convertible | |
CUSIP: | N/A | |
Par or stated value: | $.01 | |
Total shares authorized: | 2,000,000 | as of date: June 30, 2022 |
Total shares outstanding: | 1,000,000 | as of date: June 30, 2022 |
Transfer Agent
Name: Olde Monmouth Stock Transfer Co. Inc.
Phone: (732) 872-2727
Email: matt@oldemonmouth.com
Address: 200 Memorial Pkwy, Atlantic Highlands, NJ 07716
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent | |
Fiscal Year End: | *Right-click the rows below and select "Insert" to add rows as needed. |
Opening Balance |
Date 12/31/19 | Common: 11,839,137 | ||||||||
Preferred: 1,000,000 | |||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares Issued | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | (or cancelled) | issued | issued at | issued to | cash or debt | as of this | Registration | ||
cancellation, | ($/per | a discount | (entities must | conversion) | filing. | Type. | |||
shares | share) at | to market | have individual | -OR- | |||||
returned to | Issuance | price at | with voting / | Nature of | |||||
treasury) | the time | investment | Services | ||||||
of | control | Provided | |||||||
issuance? | disclosed). | ||||||||
(Yes/No) | |||||||||
3/17/20 | New | 20,000,000 | Common | $0.35 | No | Anthony Lerner | In lieu of | Restricted | Exempt |
Issuance | payment for | ||||||||
consulting and |
3 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 (v3.1 June 24, 2021) | Page 4 of 26 |
advisory | |||||||||
services | |||||||||
3/17/20 | New | 20,000,000 | Common | $0.35 | Yes | K. Bryce | In lieu of | Restricted | Exempt |
Issuance | Toussaint | payment for | |||||||
consulting and | |||||||||
advisory | |||||||||
services | |||||||||
3/17/20 | New | 2,249,273 | Common | $0.11 | Yes | LMJ Holdings, | In lieu of | Restricted | Exempt |
Issuance | Inc. | payment for | |||||||
L. Mychal | executive | ||||||||
search, staffing | |||||||||
Jefferson | and advisory | ||||||||
services | |||||||||
3/17/20 | New | 2,640,527 | Common | $0.11 | Yes | Prospr Global, | In lieu of | Restricted | Exempt |
Issuance | LLC | payment for | |||||||
Patrick Howard | outsourcing and | ||||||||
corporate | |||||||||
administrative | |||||||||
services | |||||||||
3/17/20 | New | 1,377,273 | Common | $0.35 | Yes | Bernard & Yam, | In lieu of | Restricted | Rule 144 |
Issuance | LLP | payment for | |||||||
Mann C. Yam, | legal and other | ||||||||
business | |||||||||
Esq | advisory | ||||||||
services | |||||||||
3/17/20 | New | 658,182 | Common | $0.35 | Yes | Corvus & Coil, | In lieu of | Restricted | Rule 144 |
Issuance | LLC | payment for | |||||||
Michael A. | professional | ||||||||
marketing and | |||||||||
Briola | media services | ||||||||
3/27/20 | New | 2,000,000 | Common | $0.25 | Yes | Tokata Oil | In lieu of | Restricted | Exempt |
Issuance | Recovery, Inc. | payment for | |||||||
Thomas L. | exclusive | ||||||||
licensing rights | |||||||||
Westbrook, PhD | |||||||||
4/27/20 | New | 1,250,000 | Common | $0.02 | Yes | Stephen J Davis | Private | Restricted | Exempt |
Issuance | Placement - | ||||||||
Individual | |||||||||
1/12/21 | New | 600,000 | Common | $0.01 | Yes | GPL Ventures | Conversion of | Unrestricted | Exempt |
Issuance | LLC | Debt | |||||||
Alexander Dillon | |||||||||
2/19/21 | New | 1,000,000 | Common | $0.01 | Yes | GPL Ventures | Conversion of | Unrestricted | Exempt |
Issuance | LLC | Debt | |||||||
Alexander Dillon | |||||||||
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 26 |
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Principal Solar Inc. published this content on 01 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 September 2022 22:30:02 UTC.