UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.01 Completion of Acquisition
On April 15, 2024, Digital Utilities Ventures, Inc., a Delaware Corporation (the “Company”), entered into a Common Stock Purchase Agreement (“Agreement”), made effective March 31, 2024, by which it acquired a majority interest in Easy Energy Systems Technologies, LLC, a Minnesota limited liability company (“EEST”) and wholly owned subsidiary of Easy Energy Systems, Inc., a Minnesota Corporation (“EES”), and Easy Modular Manufacturing, Inc., a Minnesota Corporation (“EMM”), wholly owned by the Mark and Shauna Souza Gaalswyk Irrevocable Trust, a Minnesota Trust (“Trust”), in exchange for shares of common and preferred stock of the Company.
In consideration of acquisition of a majority interest in EEST and EMM, the Company has agreed to issue 3,763,000,000 shares of common stock as follows:
| (i) | 1,796,342,500 to EES (a company controlled by Mark Gaalswyk); |
| (ii) | 1,578,657,500 to the Trust; |
| (iii) | 50,000,000 to Malcolm Nickerson for cancellation of the Dakota Max, LLC shares below; |
| (iv) | 198,000,000 to Noemi Gil Espinal for services; and |
| (v) | 140,000 to SCI, Inc., a Colorado Corporation (“SCI”) in exchange for restatement of certain debt. |
Additionally, the Company has agreed to authorize 5,000,000,000 shares of Class “C” Preferred shares and to issue Class “C” Preferred Shares as follows:
| (i) | 2,434,756,098 to EES; |
| (ii) | 2,140,243,902 to the Trust; and |
| (iii) | 195,000,000 to SCI Inc. for cancellation of certain debt. |
The Class “C” Preferred Shares have conversion rights into Class A Common Stock on a 1:1 basis and also carry a 10:1 voting preference in relation to the Class A Common.
In connection with the Agreement, the Company’s controlling common shareholder of issued Class A common stock, Dakota Max, LLC, a Wyoming limited liability company (“Dakota”), agreed to cancel 2,280,584,037 shares of common stock, which represented 100% of all shares owned by Dakota, effective as of March 31, 2024. Also in connection with the Agreement, the Company’s greater than 5% holder, Inna Sheveleva, agreed to cancel 140,016,912 shares of common stock comprising 50% of all shares owned by her, effective as of March 31, 2024.
The Company has restructured its outstanding debt, currently in excess of $4,100,000, to remove all conversion rights and reduce interest rates of 18% and 8% to 5% per annum.
The Agreement was consummated on April 15, 2024, but was made effective as of March 31, 2024 for accounting and operational purposes going forward.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 16, 2024 | DIGITAL UTILITIES VENTURES, INC |
| By: /s/ Mark Gaalswyk | |
| Name: Mark Gaalswyk | |
| Title: Chief Executive Officer |