Exhibit 10.28


 





 


As of September 3, 2020, the Company had
the following stock transactions with Robert Clark, CEO, of Kona Gold Solutions, Inc.:


 


The Company issued 30,000,000 shares of
common stock on October 28, 2015 to Robert Clark pursuant to an Employment Agreement, dated August 12, 2015 (the “Clark Employment
Agreement”), with Robert Clark and the Company. At the date of issuance, the per-share fair market value of the shares was
$0.015 based on the closing price of common stock as reported by the OTCM on the date of issuance. Pursuant to the Clark Employment
Agreement, the Company issued an additional 40,000,000 shares of common stock on March 2, 2016. At the date of issuance, the per-share
fair market value of the shares was $0.0250 based on the closing price of common stock as reported by the OTCM on the date of issuance.
Pursuant to the Clark Employment Agreement, the Company issued an additional 50,000,000 shares of common stock on May 16, 2016.
At the date of issuance, the per-share fair market value of the shares was $0.0036 based on the closing price of common stock as
reported by the OTCM on the date of issuance. The Company issued the shares of common stock in reliance on the exemption from registration
pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of shares of common stock did not involve any public offering).
The Company accrued 80,000,000 shares of common stock on December 31, 2016 that were not issued. At the date of accrual, the per-share
fair market value of the shares was $0.0025 based on the closing price of common stock as reported by the OTCM on the date of issuance.
On April 19, 2018, 40,000,000 shares were cancelled and returned to the Company for accrual by Mr. Clark. On July 31, 2019, an
additional 50,000,000 shares were cancelled and returned to us for accrual. On July 14th, 140 shares of common stock
accrued by the Company was issued to Mr. Clark. At the date of accrual, the per-share fair market value of the shares was $0.0312
based on the closing price of common stock as reported by the OTCM on the date of issuance. These shares were immediately converted
to 140 shares of the Company’s Series C Preferred Stock.


 


On December 6, 2017, the Company issued
2,700,000 shares of Series A Preferred Stock to Robert Clark pursuant to the Clark Employment Agreement. These shares had a fair
market value of $0.01 per share at the date of issuance. The Company issued the shares of Series A Preferred Stock in reliance
on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of shares of Series
A Preferred Stock did not involve any public offering). On July 10, 2020, at the request of Mr. Clark, the Company converted these
shares to 2,700,000 shares of common stock. The Company issued the shares of common stock in reliance on the exemption from registration
pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of shares of common stock did not involve any public offering).


 


On December 29, 2017, the Company issued
650,000 shares of our Series B Preferred Stock to Robert Clark pursuant to the Clark Employment Agreement. These shares had a fair
market value of $0.06 at the date of issuance. The Company issued the shares of Series B Preferred Stock in reliance on the exemption
from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of shares of Series B Preferred Stock
did not involve any public offering). On April 30, 2019, these shares were cancelled and returned to the Company for accrual by
Mr. Clark.


 


On July 14th, the Company converted
140 shares of the Mr. Clarks common stock to 140 shares of the Company’s Series C Preferred Stock to Robert Clark. At the
date of accrual, the per-share fair market value of the shares of the Company’s common stock was $0.0312 based on the closing
price of common stock as reported by the OTCM on the date of issuance.


 


The Company issued 500,000 restricted shares
of Series D Preferred Stock to Robert Clark on January 24, 2018, as consideration for services rendered in fiscal 2017, which
shares, at the date of issuance, had a fair market value of $0.0158 per share based on the closing price of common stock as reported
by the OTCM on the date of issuance. The Company issued the shares in reliance on the exemption from registration pursuant to
Section 4(a)(2) of the Securities Act (in that the shares of Series D Preferred Stock were issued by us in a transaction not involving
any public offering).


 






     


     


    




 


	Name: Robert Clark,

CEO	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date	 	Common Stock	 	PS A	 	PS B	 	PS C	 	PS D
	Available as of 9/3/20	 	 	 	200,000,000	 	2,700,000	 	650,000	 	140	 	500,000
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Original Issued	 	10/29/2015	 	30,000,000	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued	 	3/2/2016	 	40,000,000	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued	 	5/16/2016	 	50,000,000	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares 12/31/16	 	 	 	120,000,000	 	-	 	-	 	-	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares not

Issued 12/31/16,

Accrued

Compensation	 	 	 	80,000,000	 	-	 	-	 	-	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued	 	12/29/2017	 	 	 	2,700,000	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued	 	12/6/2017	 	 	 	 	 	650,000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares 12/31/17	 	 	 	120,000,000	 	2,700,000	 	650,000	 	-	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares not

Issued 12/31/17,

Accrued

Compensation	 	 	 	80,000,000	 	-	 	-	 	-	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Returned and Accrued	 	4/9/2018	 	(40,000,000)	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued	 	1/24/2018	 	 	 	 	 	 	 	 	 	500,000
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares	 	12/31/18	 	80,000,000	 	2,700,000	 	650,000	 	-	 	500,000
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares Deferred Com	 	12/31/18	 	 	 	120,000,000	 	-	 	-	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Returned and Accrued	 	7/31/2019	 	(50,000,000)	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Returned and Accrued	 	4/30/2019	 	 	 	 	 	(650,000)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares	 	12/31/19	 	30,000,000	 	2,700,000	 	-	 	-	 	500,000
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares Accrued	 	12/31/19	 	170,000,000	 	-	 	650,000	 	-	 	-



 






     


     


    

 




	Converted to Common 	 	7/10/2020	 		 	(2,700,000)	 		 		 	
	Issued from deferred	 	7/14/2020	 	140	 	 	 	 	 	 	 	 
	Converted to Series C	 	7/14/2020	 	(140)	 	 	 	 	 	140	 	 
	Total Shares as 9/3/20	 	 	 	29,999,860	 	-	 	-	 	140	 	500,000
	Total Shares Accrued	 	 	 	 	 	-	 	 	 	 	 	 
	9/3/20	 	 	 	169,999,860	 	-	 	650,000	 	-	 	-
	Sold on Open Market	 	various	 	12,900,000	 	 	 	 	 	 	 	 
	Total Shares Issued at	 	 	 	 	 	 	 	 	 	 	 	 
	9/3/20	 	 	 	17,100,000	 	 	 	 	 	 	 	 



  


As of September 3, 2020, the Company has
accrued stock in the amount of 169,999,860 shares of the Company’s common stock, and 650,000 shares of the Company’s
Series B preferred stock. These shares are issuable to Mr. Clark at his request within five (5) years of the date of being accrued
and/or at the time of his departure as CEO of Kona Gold Solutions, Inc., whichever comes first. No board of directors or CEO approval
is required for issuance, and no formal agreement has been signed for Mr. Clark’s accrued stock.


 


X /s/ Robert Clark


 






Robert Clark CEO