DLOC / Digital Locations, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Termination of a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization

Professor Jeff Volosin discussed the use of LEO satellites and communication networks in the space industry, including advancements in civil space ventures

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed Efficient Movement of Space to Earth Data with Retired NASA Executive Professor Jeff Volosin discussed the use of LEO satellites and communication networks in the space industry, including advancements in civil space ventures SANTA BARBARA, CA, Aug 01, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer of a disru

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Amendment #1 to the Agreement Between Digital Locations Inc. and The Florida International University Board of Trustees dated May 16, 2024*

EXHIBIT 10.1 CERTAIN SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(a)(5) OF REGULATION S-K. IN ADDITION, PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) of REGULATION S-K BECAUSE THEY (i) ARE NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. THE COMPANY AGREES TO FILE SUPPLEMENTALLY TO THE COMMISSION AN UNREDACTED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS, INC

Digital Locations Joins with Industry Heavyweights as a Member of the Newly Formed Mobile Satellite Services Association

Exhibit 99.1 Digital Locations Joins with Industry Heavyweights as a Member of the Newly Formed Mobile Satellite Services Association SANTA BARBARA, CA, May 7, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer of SatennaTM, a breakthrough technology that will deliver high-speed Internet from satellites directly to smartphones all over the world, today announced that it

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 DIGITAL LOCATIONS, INC. (Name

Convertible Promissory Note dated July 31, 2023

Exhibit 10.20

Convertible Promissory Note dated November 6, 2023

Exhibit 10.25

Convertible Promissory Note dated March 12, 2023

Exhibit 10.19

Digital Locations Welcomes the FCC to the Satellite to Mobile Party

Exhibit 99.1 Digital Locations Welcomes the FCC to the Satellite to Mobile Party The Company, a pioneer in the satellite to mobile industry, endorses the Federal Communication Commission’s efforts to regulate supplemental Internet coverage from space SANTA BARBARA, CA, March 5, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer of Satenna™, a breakthrough technology that

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Digital Locations CEO Rich Berliner Discussed the Use of Technology for Monitoring and Fighting Wildfires with Research Scientist

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed the Use of Technology for Monitoring and Fighting Wildfires with Research Scientist Professor Dale Hamilton described his research focused on post-fire effects analysis and the transition from using drones to satellite imagery for broader coverage SANTA BARBARA, CA, February 27, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizat

Digital Locations CEO Rich Berliner Discussed Communication Challenges in Remote Agricultural Settings with Research Scientist

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed Communication Challenges in Remote Agricultural Settings with Research Scientist Professor Andrew Robson highlighted the challenges of poor connectivity in rural areas, which hinders the use of agricultural technology for farming SANTA BARBARA, CA, February 21, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizat

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizat

Ted Rapport and Arjuna Madanayake report on channel modeling, precision timing, chip design, chip measurement, and the future of 6G wireless.

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed Future of 6G Wireless Technology with Top Industry Experts Ted Rapport and Arjuna Madanayake report on channel modeling, precision timing, chip design, chip measurement, and the future of 6G wireless. SANTA BARBARA, CA, February 14, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer of Satenna™, a breakthrough te

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizati

Digital Locations Announces Satenna

Exhibit 99.1 Digital Locations Announces SatennaTM – a Satellite to Smartphone Antenna Breakthrough The Company’s technology team at Florida International University is on a development path to connect smartphones directly to satellites for high-speed Internet by modifying the smartphone only SANTA BARBARA, CA, February 6, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (DLOC), the developer of Sa

DIGITAL LOCATIONS, INC. 300,000,000 Common Shares

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274849 PROSPECTUS DIGITAL LOCATIONS, INC. 300,000,000 Common Shares The selling stockholder identified in this prospectus may offer an indeterminate number of shares of its common stock, which will consist of up to 300,000,000 shares of common stock to be sold by GHS Investments LLC (“GHS”) pursuant to an Equity Financing Agreement (t

Digital Locations, Inc.

Digital Locations, Inc. January 30, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Digital Locations, Inc. Amendment N. 4 to Registration Statement on Form S-1 Filed January 23, 2024 File No. 333-274849 Ladies and Gentlemen: The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchan

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Digital Locations, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter) Nevada 4899 20-5451302 (State of Incorporation) (Primary Standard Industrial Classification Number) (IRS Employer Identification Number) 1117 State Street Santa Barba

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter) Nevada 4899 20-5451302 (State of Incorporation) (Primary Standard Industrial Classification Number) (IRS Employer Identification Number) 1117 State Street Santa Barba

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Digital Locations, Inc.

Digital Locations, Inc.

Digital Locations, Inc. January 9, 2024 Via Edgar Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Digital Locations, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed December 14, 2023 File No. 333-274849 Ladies and Gentlemen: Digital Locations, Inc. (the “Co

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Digital Locations, Inc.

Digital Locations, Inc.

Digital Locations, Inc. December 14, 2023 Via Edgar Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Digital Locations, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 20, 2023 File No. 333-274849 Ladies and Gentlemen: Digital Locations, Inc. (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter) Nevada 4899 20-5451302 (State of Incorporation) (Primary Standard Industrial Classification Number) (IRS Employer Identification Number) 1117 State Street Santa Barba

Digital Locations, Inc.

Digital Locations, Inc. November 20, 2023 Via Edgar Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Digital Locations, Inc. Registration Statement on Form S-1 Filed October 4, 2023 File No. 333-274849 Ladies and Gentlemen: Digital Locations, Inc. (the “Company”) provides th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter) Nevada 4899 20-5451302 (State of Incorporation) (Primary Standard Industrial Classification Number) (IRS Employer Identification Number) 1117 State Street Santa Barba

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Digital Locations, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Digital Locations, Inc. (Exact name of registrant as specified in its charter) Nevada 4899 20-5451302 (State of Incorporation) (Primary Standard Industrial Classification Number) (IRS Employer Identification Number) 1117 State Street Santa Barbara, California 931

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Digital Locations, Inc.

Registration Rights Agreement with GHS Investments, LLC dated September 7, 2023 (Incorporated by reference to the Company’s Report on Form 8-K filed on September 12, 2023)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights AGREEMENT (the “Agreement”), dated as of September 7, 2023 (the “Execution Date”), is entered into by and between Digital Locations, Inc., a Nevada corporation with its principal executive office at 1117 State Street, Santa Barbara, CA 93101 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices

Digital Locations Receives Capital Commitment from GHS Investments of up to $10 Million

Exhibit 99.1 Digital Locations Receives Capital Commitment from GHS Investments of up to $10 Million The Company will use proceeds from the equity credit line to develop its disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the world SANTA BARBARA, CA, September 12, 2023 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the develo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 7, 2023 Date of Report (Date of earliest event reported) Digital Location

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 7, 2023 Date of Report (Date of earliest event reported) Digital Locations, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of Incorporation) (Commission

Placement Agent Agreement with Icon Capital Group, LLC dated September 7, 2023 (Incorporated by reference to the Company’s Report on Form 8-K filed on September 12, 2023)

Exhibit 10.3 MEMBER FINRA/SIPC 895 Dove Street Suite 300 Newport Beach, CA 92660 949-851-4700 www.iconcapg.com September 7, 2023 Digital Locations, Inc. 1117 State Street Santa Barbara, CA 93101 Attn: Rich Berliner, CEO Dear Mr. Berliner: This letter (the “Agreement”) constitutes the agreement between Icon Capital Group, LLC, a Texas limited liability company (“ICG” or the “Placement Agent”) and D

Equity Financing Agreement with GHS Investments, LLC dated September 7, 2023 (Incorporated by reference to the Company’s Report on Form 8-K filed on September 12, 2023)

Exhibit 10.1 EQUITY FINANCING AGREEMENT This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of September 7, 2023 (the “Execution Date”), is entered into by and between Digital Locations, Inc., a Nevada corporation with its principal executive office at 1117 State Street, Santa Barbara, CA 93101 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 42

Digital Locations Reveals Competitive Analysis

Exhibit 99.1 Digital Locations Reveals Competitive Analysis The Company describes the market research performed by the Florida International University (FIU) tech team SANTA BARBARA, CA, September 6, 2023 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer of a disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the worl

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizat

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizatio

Digital Locations CEO Rich Berliner Discussed General Space Traffic Management with Research Scientist

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed General Space Traffic Management with Research Scientist Dr. Carolin Frueh stressed the need for space situational awareness to ensure satellite performance and to avoid satellite collisions and space debris SANTA BARBARA, CA, August 30, 2023 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer of a disruptive technolog

Digital Locations CEO Rich Berliner Discussed Technical Satellite Communications Challenges with Research Scientist

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed Technical Satellite Communications Challenges with Research Scientist Dr. Jian Yao commented about overcoming critical satellite synchronization, positioning, and timing challenges to provide high-speed Internet access SANTA BARBARA, CA, August 22, 2023 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer of a disruptiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizatio

Digital Locations CEO Rich Berliner Discussed How High-Speed Internet Can Change Lives with Geography Professor

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed How High-Speed Internet Can Change Lives with Geography Professor Dr. Paul Sutton from the University of Denver commented about the multifaceted applications of satellite data and the potential societal impact of providing high-speed Internet access to every corner of the globe SANTA BARBARA, CA, August 17, 2023 (GLOBE NEWSWIRE) – Digital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizatio

Press Release dated August 15, 2023

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization

Withdrawal of Certificate of Designation of Series F Preferred Stock of Digital Locations, Inc. filed with the Nevada Secretary of State on August 9, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 15, 2023)

Exhibit 3.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizatio

Digital Locations CEO Rich Berliner Discussed Direct Message Capability of Indian Regional Satellites with Space Engineer

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed Direct Message Capability of Indian Regional Satellites with Space Engineer Dr. Althaf Azeez commented about the use of direct messages from NavIC to cell phones to warn communities in advance about natural disasters SANTA BARBARA, CA, August 10, 2023 (GLOBE NEWSWIRE) — Digital Locations, Inc. (OTCMKTS:DLOC), the developer of a disruptive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization

Digital Locations Reveals More about Its Development Plan

Exhibit 99.1 Digital Locations Reveals More about Its Development Plan Digital Locations CEO Rich Berliner and Dr. Arjuna Madanayake from Florida International University (FIU) discussed the tech team’s research approach SANTA BARBARA, CA, August 8, 2023 (GLOBE NEWSWIRE) — Digital Locations, Inc. (OTCMKTS:DLOC), the developer of a disruptive technology that will deliver high-speed Internet from sa

Digital Locations CEO Rich Berliner and Leading Space Research Scientist Discussed How Space Dust Can Interfere with Satellite Communications

Exhibit 99.1 Digital Locations CEO Rich Berliner and Leading Space Research Scientist Discussed How Space Dust Can Interfere with Satellite Communications Dr. Sean Bryan, Associate Research Professor at Arizona State University, suggested ways to obtain clearer transmissions from satellites to smartphones SANTA BARBARA, CA, August 3, 2023 (GLOBE NEWSWIRE) - Digital Locations, Inc. (OTCMKTS:DLOC),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 DIGITAL LOCATIONS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization

Digital Locations CEO Rich Berliner Discussed “Space Junk” with Aeronautics and Astronautics Engineer

Exhibit 99.1 Digital Locations CEO Rich Berliner Discussed “Space Junk” with Aeronautics and Astronautics Engineer Dr. Nicholas Lee, Research Engineer in Aeronautics and Astronautics at Stanford University, commented about the presence of different types of space debris and their impact on satellites and other space objects. SANTA BARBARA, CA, August 1, 2023 (GLOBE NEWSWIRE) — Digital Locations, I

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization

Digital Locations CEO Rich Berliner Discussed the Potential of Direct Satellites to Smartphone Communication with Space Technology and Security Expert

Exhibits 99.1 Digital Locations CEO Rich Berliner Discussed the Potential of Direct Satellites to Smartphone Communication with Space Technology and Security Expert Dr. Gregory Falco, Assistant Professor at Cornell University, commented about the challenges of communication ambiguity and data ownership Santa Barbara, CA - July 25, 2023 - Digital Locations, Inc. (OTCMKTS:DLOC), the developer of a d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 DIGITAL LOCATIONS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Digital Locations Reveals Technology Development Plan for Connecting Smartphones to Satellites

Exhibit 99.1 Digital Locations Reveals Technology Development Plan for Connecting Smartphones to Satellites The Company’s technology team at Florida International University is focused initially on solving the user device side challenges to enable high-speed Internet Santa Barbara, CA - July 20, 2023 - Digital Locations, Inc. (OTCMKTS:DLOC), the developer of a disruptive technology that will deliv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Certificate of Designation of Series F Preferred Stock of Digital Locations, Inc. filed with the Nevada Secretary of State on July 5, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2023)

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Digital Locations CEO Rich Berliner Discusses the Need for High-Speed Internet Connectivity with Industry Leader

Exhibit 99.1 Digital Locations CEO Rich Berliner Discusses the Need for High-Speed Internet Connectivity with Industry Leader John Gilbert, Executive Chairman of Prescriptive Data, comments about the need to provide building owners, managers, and tenants with seamless high-speed communications SANTA BARBARA, CA, June 20, 2023 (GLOBE NEWSWIRE) — Digital Locations, Inc. (DLOC), the developer of a di

Digital Locations Announces Disruptive Satellite-to-Smartphone Technology

EXHIBIT 99.1 Digital Locations Announces Disruptive Satellite-to-Smartphone Technology The Company is working with Florida International University to develop a disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the world SANTA BARBARA, Calif., June 08, 2023 (GLOBE NEWSWIRE) - Digital Locations, Inc. (DLOC), the developer of a disruptive te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Digital Locations CEO Rich Berliner Discusses Satellite Industry Growth with Head of SIA

EXHIBIT 99.2 Digital Locations CEO Rich Berliner Discusses Satellite Industry Growth with Head of SIA Tom Stroup describes tremendous growth in the satellite industry due to innovation and lower costs SANTA BARBARA, Calif., June 12, 2023 (GLOBE NEWSWIRE) - Digital Locations, Inc. (DLOC), the developer of a disruptive technology that will deliver high-speed Internet from satellites directly to smar

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Agreement between Digital Locations Inc. and The Florida International University Board of Trustees dated June 6, 2023(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2023)

EXHIBIT 10.1 CERTAIN SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(a)(5) OF REGULATION S-K. IN ADDITION, PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) of REGULATION S-K BECAUSE THEY (i) ARE NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. THE COMPANY AGREES TO FILE SUPPLEMENTALLY TO THE COMMISSION AN UNREDACTED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 DIGITAL LOCATIONS, INC. (Name

Convertible Promissory Note, dated August 24, 2022 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 20, 2023)

EXHIBIT 10.18

Convertible Promissory Note, dated May 3, 2022 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 20, 2023)

EXHIBIT 10.17

Non-Qualified Stock Option Award Agreement between Digital Locations, Inc. and William E. Beifuss, Jr., dated February 8, 2022 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 20, 2023)

EX-4.5 2 dlocex45.htm NON-QUALIFIED STOCK OPTION EXHIBIT 4.5 ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF DIGITAL LOCATIONS, INC. The undersigned, being the directors of DIGITAL LOCATIONS, INC., a Nevada corporation (the "Corporation"), acting by unanimous written consent without a meeting pursuant to Section 78.315 of the Nevada Revised Statutes, does hereby consent to the ado

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS, INC

2

EXHIBIT 99.1 Digital Locations Adds 20,000 Bigbelly Locations to Its Roster of 5G Cell Sites Agreement will allow the Company to accelerate the buildout of carrier small cells and new private networks nationwide Santa Barbara, CA - April 12, 2022 - Digital Locations, Inc. (DLOC), the leading aggregator and marketplace for small 5G cell sites, today announced that it has entered into an agreement w

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2022 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization

Description of Securities (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

EXHIBIT 4.5 DESCRIPTION OF SECURITIES OF DIGITAL LOCATIONS, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following information is a summary of information concerning the common stock, par value $0.001 per share (?Common Stock?), of Digital Locations, Inc. (?we,? "our,? or ?us?) and does not purport to be complete. It is subject to and qualified in its entirety

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 DIGITAL LOCATIONS, INC. (Name

Convertible Promissory Note, dated December 14, 2021 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

EXHIBIT 10.30

Convertible Promissory Note, dated January 6, 2022 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

EX-10.31 5 dlocex1031.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.31

Convertible Promissory Note, dated March 1, 2022 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

EXHIBIT 10.32

Convertible Promissory Note, dated November 8, 2021 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

EXHIBIT 10.29 v v

Non-Qualified Stock Option Award Agreement between Digital Locations, Inc. and Rich Berliner, dated December 1, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 7, 2021)

EXHIBIT 99.3

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizati

Digital Locations Names Industry Executive as New CEO

EX-99.4 5 dlocex994.htm PRESS RELEASE ANNOUNCING APPOINTMENT OF RICH BERLINER DATED DECEMBER 6, 2021. EXHIBIT 99.4 Digital Locations Names Industry Executive as New CEO Rich Berliner will lead the Company in its efforts to dramatically increase its nationwide 5G small cell site footprint SANTA BARBARA, CA – December 6, 2021 – Digital Locations, Inc. (DLOC), the leading aggregator and marketplace f

RESIGNATION

EXHIBIT 99.1 RESIGNATION Digital Locations, Inc. 3700 State Street, Suite 350 Santa Barbara, California 93105 December 1, 2021 Ladies and Gentlemen: I, William E. Beifuss, Jr., hereby resign from my position as chief executive officer, of Digital Locations, Inc., a Nevada corporation (the ?Company?), including all rights, authority and power conferred thereunder effective as of the date hereof (th

Independent Contractor Agreement, by and between Rich Berliner and Digital Locations, Inc., dated December 1, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 7, 2021)

EX-99.2 3 dlocex992.htm INDEPENDENT CONTRACTOR AGREEMENT, BY AND BETWEEN RICH BERLINER AND DIGITAL LOCATIONS, INC., DATED DECEMBER 1, 2021. EXHIBIT 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS,

Convertible Promissory Note, dated August 31, 2021(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021)

EX-10.26 3 dlocex1026.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.26 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSE

Convertible Promissory Note, dated October 7, 2021 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021)

EX-10.27 4 dlocex1027.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.27 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSE

Convertible Promissory Note, dated July 12, 2021 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021)

EX-10.25 2 dlocex1025.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.25 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response 1.00 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response 1.00 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS, INC.

Convertible Promissory Note, dated June 7, 2021

EX-10.24 2 dlocex1024.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.24 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSE

Convertible Promissory Note, dated April 5, 2021

EXHIBIT 10.22

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 dloc10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000

Convertible Promissory Note, dated May 10, 2021

EX-10.23 4 dlocex1023.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.23

Non-Qualified Stock Option Agreement, dated as of December 22, 2020, between Digital Locations, Inc. and Byron Elton

EXHIBIT 4.3

As filed with the Securities and Exchange Commission on May 13, 2021

S-8 1 dlocs8.htm FORM S-8 As filed with the Securities and Exchange Commission on May 13, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 20-5451302 (State or Incorporation) (I.R.S. Employer Identification No.) 3

Certificate of Amendment to Designation of Series B Preferred Stock of Digital Locations, Inc. filed with Nevada Secretary of State on April 2, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 8, 2021)

EX-3.2 3 dlocex32.htm CERTIFICATE OF AMENDMENT EXHIBIT 3.2 DIGITAL LOCATIONS, INC. By: /s/ William E. Beifuss, Jr. Name: William E. Beifuss, Jr. Title: President

Certificate of Designation of Series E Preferred Stock of Digital Locations, Inc. filed with Nevada Secretary of State on April 2, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 8, 2021)

EX-3.1 2 dlocex31.htm CERTIFICATE OF DESIGNATION EXHIBIT 3.1 1 2 3 4 5 DIGITAL LOCATIONS, INC. By: /s/ William E. Beifuss Jr. Name: William E. Beifuss Jr. Title: President 6

Securities Purchase Agreement, dated April 2, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 8, 2021)

EX-10.1 4 dlocex101.htm SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is entered into as of April 2, 2021, by and between Digital Locations, Inc., a Nevada corporation (the “Company”), and Bountiful Capital, LLC, a Nevada limited liability company, (the “Investor”), with respect to the following facts: RECITALS A. The Comp

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2021 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of inco

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 DIGITAL LOCATIONS, INC. (Name

Convertible Promissory Note, dated March 18, 2021 (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 29, 2021)

EX-10.20 2 dlocex1020.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.20

Subsidiaries (Incorporated by reference to the Company’s Annual Report on Form 10-K for year ended December 31, 2020 filed on March 29, 2021)

EXHIBIT 21.1 Digital Locations, Inc ? Subsidiary SmallCellSite, Inc., a Nevada corporation

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 dloc8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2021 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or

DIGITAL LOCATIONS, INC. INDEX TO PRO FORMA FINANCIAL INFORMATION Unaudited Pro Forma Combined Financial Information of Digital Locations, Inc. and SmallCellSite.com, LLC

EX-99.3 4 dlocex993.htm UNAUDITED PRO FORMA EXHIBIT 99.3 DIGITAL LOCATIONS, INC. INDEX TO PRO FORMA FINANCIAL INFORMATION Unaudited Pro Forma Combined Financial Information of Digital Locations, Inc. and SmallCellSite.com, LLC Page Unaudited Pro Forma Condensed Financial Information 2 Unaudited Pro Forma Condensed Combined Balance Sheets as of September 30, 2020 3 Unaudited Pro Forma Condensed Com

Digital Locations Completes Key Acquisition

EXHIBIT 99.1 Digital Locations Completes Key Acquisition Acquisition of SmallCellSite.com instantly catapults the Company into the 5G race with rights to develop 80,000 locations into revenue generation wireless cell sites SANTA BARBARA – March 2, 2021 – Digital Locations, Inc. (DLOC), a developer of cell tower sites for the 5G revolution, today announced that all the conditions have been met and

SmallCellSite.com, LLC INDEX TO FINANCIAL STATEMENTS Audited Financial Statements of SmallCellSite.com, LLC

EX-99.2 3 dlocex992.htm AUDITED FINANCIAL STATEMENTS EXHIBIT 99.2 SmallCellSite.com, LLC INDEX TO FINANCIAL STATEMENTS Audited Financial Statements of SmallCellSite.com, LLC Page Report of Independent Registered Public Accounting Firm 2 Balance Sheets as of December 31, 2020 and 2019 3 Statements of Operations and Members’ Equity for the Years Ended December 31, 2020 and 2019 4 Statements of Cash

Convertible Promissory Note, dated January 8, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 8, 2021)

EXHIBIT 10.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2020 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2021 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizatio

Convertible Promissory Note with Shervin Gerami, dated January 7, 2021 (Incorporated by reference to the Company’s Report on Form 8-Kfiled on January 13, 2021)

EX-10.3 4 dlocex103.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.3 NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE TRANSFERRED EXCEPT AS PERMI

Asset Purchase Agreement, dated January 7, 2021 (Incorporated by reference to the Company’s Report on Form 8-Kfiled on January 13, 2021)

EX-10.1 2 dlocex101.htm ASSET PURCHASE AGREEMENT EXHIBIT 10.1 Asset Purchase Agreement This Asset Purchase Agreement (the “Agreement”) is made and entered into as of January 7, 2021 by and among SmallCellSite.com LLC, a Virginia limited liability company (“SCS” or “Seller”), and Digital Locations, Inc., a Nevada corporation (the “Buyer”), and SmallCellSite, Inc., a newly formed Nevada corporation

Convertible Promissory Note with Baryalai Azmi, dated January 7, 2021 (Incorporated by reference to the Company’s Report on Form 8-Kfiled on January 13, 2021)

EX-10.2 3 dlocex102.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.2 NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE TRANSFERRED EXCEPT AS PERMI

Non-Qualified Stock Option Agreement issued by Digital Locations, Inc, to William E. Beifuss, Jr. (Incorporated by reference to the Company’s Current Report on Form 8-Kfiled on December 29, 2020)

EXHIBIT 4.2 DIGITAL LOCATIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between Digital locations, Inc., a Nevada corporation (the "Company"), and Byron Elton ("Optionee"). In consideration of the covenants herein set forth, the parties hereto agree as follows: 1. Option Informa

Form of Non-Qualified Stock Option Agreement (Incorporated by reference to the Company’s Report on Form 8-Kfiled on December 29, 2020)

EXHIBIT 4.1 DIGITAL LOCATIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between Digital locations, Inc., a Nevada corporation (the “Company”), and William E. Beifuss, Jr. (“Optionee”). In consideration of the covenants herein set forth, the parties hereto agree as follows: 1. Op

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2020 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of

Convertible Promissory Note, dated October 1, 2020, between Digital Locations, Inc. and Geneva Roth Remark Holdings, Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2020)

EXHIBIT 10.19

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS,

Convertible Promissory Note, dated November 9, 2020, between Digital Locations, Inc. and Geneva Roth Remark Holdings, Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2020)

EXHIBIT 10.20

Convertible Promissory Note, dated July 8, 2020 (Incorporated by reference to the Company’s Report on Form 8-Kfiled on August 25, 2020)

EX-10.2 3 dlocex102.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.2

Convertible Promissory Note, dated July 7, 2020, between Digital Locations, Inc. and Geneva Roth Remark Holdings, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 25, 2020)

EX-10.1 2 dlocex101.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2020 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incor

Convertible Promissory Note, dated August 18, 2020, between Digital Locations, Inc. and Geneva Roth Remark Holdings, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 25, 2020)

EX-10.3 4 dlocex103.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.3

Convertible Promissory Note, dated March 16, 2020, between Digital Locations, Inc. and Geneva Roth Remark Holdings, Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2020)

EXHIBIT 10.14

Convertible Promissory Note, dated June 22, 2020, between Digital Locations, Inc. and Geneva Roth Remark Holdings, Inc. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2020)

EXHIBIT 10.15

Quarterly Report - FORM 10-Q

10-Q 1 dloc10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2020 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS, INC

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2020 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organization)

Convertible Promissory Note, dated May 24, 2019, between Digital Locations, Inc. and Power Up Lending Group Ltd. (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 14, 2020)

EXHIBIT 10.7

Convertible Promissory Note, dated June 27, 2019, between Digital Locations, Inc. and Power Up Lending Group Ltd. (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 14, 2020)

EXHIBIT 10.8

Convertible Promissory Note, dated January 25, 2019, between Digital Locations, Inc. and Crown Bridge Partners, LLC (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 14, 2020)

EXHIBIT 10.10

Convertible Promissory Note, dated August 29, 2019 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on April 14, 2020)

EXHIBIT 10.12

DLOC / Digital Locations, Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 o TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 DIGITAL LOCATIONS, INC. (Name

Convertible Promissory Note, dated May 23, 2019, between Digital Locations, Inc. and Crown Bridge Partners, LLC (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 14, 2020)

EX-10.11 6 dlocex1011.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.11

Convertible Promissory Note, dated August 13, 2019, between Digital Locations, Inc. and Power Up Lending Group Ltd. (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 14, 2020)

EX-10.9 4 dlocex109.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.9

DLOC / Digital Locations, Inc. NT 10-K - - NT 10-K

NT 10-K 1 dlocnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54817 (Check One) ☒ Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2020 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizat

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incorporation or organizat

Certificate of Change, filed with the Nevada Secretary of State on February 13, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 20, 2020).

EXHIBIT 3.1

Digital Locations (DLOCD) Announces a 1-for-225 Reverse Stock Split

EX-99.1 3 dlocex991.htm PRESS RELEASE EXHIBIT 99.1 Digital Locations (DLOCD) Announces a 1-for-225 Reverse Stock Split For the next 20 trading days, the ticker symbol of the Company's common stock will change to DLOCD SANTA BARBARA, Calif, Feb. 18, 2020 (GLOBE NEWSWIRE) - Digital Locations, Inc. (DLOCD), a developer of cell tower sites for the 5G revolution, today announced that it implemented a 1

DLOC / Digital Locations, Inc. DEF 14C - - DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) x Definitive Information Statement DIGITAL LOCATIONS,

DLOC / Digital Locations, Inc. PRE 14C - - PRE 14C

PRE 14C 1 dlocpre14c.htm PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) ¨ Definitive Informat

Certificate of Designation of Series D Convertible Preferred Stock of Digital Locations, Inc. filed with the Nevada Secretary of State on November 27, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 3, 2019)

EXHIBIT 4.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2019 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of

DLOC / Digital Locations, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54817 DIGITAL LOCATIONS,

AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCK OF ELLISLAB CORP.

EX-99.1 2 dlocex991.htm AGREEMENT EXHIBIT 99.1 AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCK OF ELLISLAB CORP. This Agreement ("Agreement") is made as of September 30, 2019, between Digital Locations, Inc., a Nevada corporation (the "Seller"), and Rick Ellis (the "Purchaser”). WHEREAS, the Seller is in the business of developing artificial intelligence technologies to create personalized di

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2019 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of

DLOC / Digital Locations, Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 dloc10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2019 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of incor

Digital Locations Names Rick Ellis as New CEO

EXHIBIT 99.1 Digital Locations Names Rick Ellis as New CEO The EllisLab founder will also spearhead the research and development of AdaptiveCore, the Company’s new artificial intelligence platform SANTA BARBARA, CA-May 21, 2019—Digital Locations, Inc. (OTC: DLOC), developer of an artificial intelligence (AI) platform for personalized digital content, today announced that its Board of Directors has

DLOC / Digital Locations, Inc. 10-Q Quarterly Report FORM 10-Q

10-Q 1 dloc10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000

Convertible Promissory Note, dated November 23, 2018, between Digital Locations, Inc. and Power Up Lending Group Ltd.

EXHIBIT 10.11

DLOC / Digital Locations, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 DIGITAL LOCATIONS, INC. (Name

Digital Locations, Inc.

EX-21.1 4 dlocex211.htm SUBSIDIARIES EXHIBIT 21.1 Digital Locations, Inc. Subsidiaries As of December 31, 2018 EllisLab Corp., wholly owned subsidiary

Convertible Promissory Note, dated December 5, 2018, between Digital Locations, Inc. and Power Up Lending Group Ltd.

EXHIBIT 10.12

DIGITAL LOCATIONS, INC. INDEX TO PRO FORMA FINANCIAL INFORMATION Unaudited Pro Forma Combined Financial Information of Digital Locations, Inc. and EllisLab, Inc.

EX-99.4 4 dlocex994.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EXHIBIT 99.4 DIGITAL LOCATIONS, INC. INDEX TO PRO FORMA FINANCIAL INFORMATION Unaudited Pro Forma Combined Financial Information of Digital Locations, Inc. and EllisLab, Inc. Page Unaudited Pro Forma Condensed Financial Information 2 Unaudited Pro Forma Condensed Combined Balance Sheets as of September 30, 2018 3

ELLISLAB, INC. INDEX TO FINANCIAL STATEMENTS Unaudited Condensed Financial Statements of Ellis Lab, Inc.

EX-99.3 3 dlocex993.htm UNAUDITED CONDENSED FINANCIAL STATEMENTS EXHIBIT 99.3 ELLISLAB, INC. INDEX TO FINANCIAL STATEMENTS Unaudited Condensed Financial Statements of Ellis Lab, Inc. Page Condensed Balance Sheet as of September 30, 2018 (Unaudited) and December 31, 2017 2 Condensed Statements of Operations for the Nine Months Ended September 30, 2018 and 2017 (Unaudited) 3 Condensed Statements of

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 dloc8k.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2018 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or

ELLISLAB, INC. INDEX TO FINANCIAL STATEMENTS Audited Financial Statements of EllisLab, Inc.

EXHIBIT 99.2 ELLISLAB, INC. INDEX TO FINANCIAL STATEMENTS Audited Financial Statements of EllisLab, Inc. Page Report of Independent Registered Public Accounting Firm 2 Balance Sheets as of December 31, 2017 and 2016 3 Statements of Operations for the Years Ended December 31, 2017 and 2016 4 Statements of Stockholder’s Equity for the Years Ended December 31, 2017 and 2016 5 Statements of Cash Flows

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2018 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of

Letter from Liggett & Webb, P.A. dated December 20, 2018

EXHIBIT 16.1 December 20, 2018 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated December 17, 2018 of Digital Locations, Inc. (the “Company”) and agree with the statements relating only to Liggett & Webb, P.A. contained therein. We have no basis to agree or disagree with other statements of the Company contai

Certificate of Designation of Series C Convertible Preferred Stock of Digital Locations, Inc. filed with the Nevada Secretary of State on November 30, 2 018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 3, 2018)

EXHIBIT 4.1 CERTIFICATE OF DESIGNATION OF DIGITAL LOCATIONS, INC. 1. The name of the corporation is Digital Locations, Inc., a Nevada corporation (the “Corporation”). 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation of the Corporation, this certificate establishes the following regarding the voting powers, designations, preferences, limitations, r

Digital Locations Acquires EllisLab – Creator of ExpressionEngine®

EX-99.1 5 dlocex991.htm PRESS RELEASE EXHIBIT 99.1 Digital Locations Acquires EllisLab – Creator of ExpressionEngine® Award winning content management system to serve as the foundation for the Company’s new direction and strategy of using artificial intelligence to create personalized digital content SANTA BARBARA, Calif., Dec. 03, 2018 (GLOBE NEWSWIRE) - Digital Locations, Inc. (OTC: DLOC), devel

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2018 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54817 20-5451302 (State or other jurisdiction of

Nonstatutory Stock Option Agreement, dated as of November 30, 2018, between Digital Locations, Inc. and Derek Jones (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 3, 2018)

EXHIBIT 10.1 DIGITAL LOCATIONS, INC. NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between Digital Locations, Inc., a Nevada corporation (the “Company”), and Derek Jones (“Optionee”) named in Section 1(b): In consideration of the covenants herein set forth, the parties hereto agree as follo

Agreement and Plan of Merger, dated as of November 30, 2018, by and among Digital Locations, Inc., EllisLab, Inc., Rick Ellis and EllisLab Corp. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 3, 2018

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of November 30, 2018 by and among EllisLab, Inc., an Oregon corporation (“EllisLab” or the “Seller”), Rick Ellis (“EllisLab Shareholder”), Digital Locations, Inc., a Nevada corporation (the “Buyer” or “Company”), and EllisLab Corp., a Nevada corporation (“Merger Sub”). The Selle

DLOC / Digital Locations, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 dloc10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 00

DLOC / Digital Locations, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 DIGITAL LOCATIONS, INC. (N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 dloc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2018 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 dloc10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54

CABN / Carbon Sciences, Inc. FORM 10-K (Annual Report)

10-K 1 dloc10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 o TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 D

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K/A 1 cabn8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2017 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

cabn8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2017 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (

Form of Promissory Note. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 19, 2017)

cabnex101.htm EXHIBIT 10.1 CONVERTIBLE PROMISSORY NOTE $500,000 FOR VALUE RECEIVED, Digital Locations, Inc., a Nevada corporation, (the ?Borrower?) with approximately 37,744,151 shares of common stock issued and outstanding, promises to pay to , or its assignees (the ?Lender?) the Principal Sum along with the Interest and any other fees according to the terms herein (this ?Note?). This Note shall

Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on November 16, 2017 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 24, 2017)

cabnex31.htm EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

cabn8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2017 DIGITAL LOCATIONS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302

Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on August 26, 2013 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017).

EX-3.5 2 cabnex35.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION EXHIBIT 3.5

CABN / Carbon Sciences, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 cabn10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 00

Stock Option Agreement between Carbon Sciences, Inc. and Byron Elton, dated September 23, 2013. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017)

EX-10.2 3 cabnex102.htm STOCK OPTION AGREEMENT EXHIBIT 10.2

Stock Option Agreement between Carbon Sciences, Inc. and William Beifuss, Jr., dated September 23, 2013. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017)

EXHIBIT 10.3

Termination of a Material Definitive Agreement

cabn8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2017 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

cabn8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2017 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File N

Carbon Sciences DEF 14C

cabndef14c.htm SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement CARBON SCIENCES, INC. (Name of Registrant As Specified In Its Charter) Payment of Filing Fee

Carbon Sciences PRE 14C

PRE 14C 1 cabnpre14c.htm PRE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement CARBON SCIENCES, INC. (Name of Registrant As Specified In Its Charter) Paym

Carbon Sciences FORM 8-K (Current Report/Significant Event)

cabn8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2017 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File

Term Sheet with Glanz, Inc. dba Corner Media, a Delaware corporation. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 8, 2017)

cabnex101.htm EXHIBIT 10.1 Term Sheet Glanz, Inc. (DBA Corner Media) September 1, 2017 Summary of the Transaction Carbon Sciences, Inc. (?Carbon Sciences? or ?we?) intends to build a substantial digital locations company through the strategic acquisition of solutions providers and related assets. This term sheet describes a proposed transaction whereby Glanz, Inc. (DBA Corner Media), a Delaware c-

Carbon Sciences FORM 8-K (Current Report/Significant Event)

cabn8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2017 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File N

Series A Certificate of Designation of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 7, 2017).

cabnex32.htm EXHIBIT 3.2

Withdrawal of Series A Certificate of Designation of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 7, 2017).

cabnex31.htm EXHIBIT 3.1

CABN / Carbon Sciences, Inc. CARBON SCIENCES, INC. - FORM 10-Q SEC FILING (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC. (Nam

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 cabn8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2017 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission

Consulting Agreement between Carbon Sciences, Inc. and Big Star Capital 1, dated April 1, 2017. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2017)

CONSULTING AGREEMENT April 1, 2017 Big Star Capital 1 James B. Nelson, President 62 E Serene Avenue, Unit 215 Las Vegas, NV 89123 Dear Jim: This document serves as a letter agreement (the “Agreement”) for the consulting relationship between Carbon Sciences, Inc. (the “Company”) and Big Star Capital 1, (the “Consultant”). Section 1. SERVICES TO BE RENDERED (a) The Company is in the business of deve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

CARBON SCIENCES, INC. - Form 10-Q SEC filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FIL

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 cabn8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2017 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commissio

RESIGNATION LETTER CARBON SCIENCES, INC.

EXHIBIT 99.1 RESIGNATION LETTER CARBON SCIENCES, INC. The undersigned, Christopher Kelly, hereby resigns as the chief executive officer and a director of Carbon Sciences, Inc. (the ?Company?), effective April 30, 2017. My resignation is not the result of any disagreement or dispute that I had with the Company, its management, or its Board of Directors, rather, I am resigning for personal reasons.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 carbon10k12312016.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54

Certificate of Correction, dated April 1, 2016 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 21, 2017).

Exhibit 3.7

Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on June 15, 2016 (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 21, 2017)

Exhibit 3.9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC.

Certificate of Change, dated April 14, 2016 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2016).

EXHIBIT 3.7

EX-3.8

EXHIBIT 3.8

EX-3.9

EXHIBIT 3.9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC. (Nam

Carbon Sciences DEF 14C

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) X Definitive Information Statement CARBON SCIENCES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC. (Na

Certificate of Change, filed with the Nevada Secretary of State on April 14, 2016 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).

EX-3.8 3 ex38.htm EXHIBIT 3.8 EXHIBIT 3.8

Certificate of Correction, filed with the Nevada Secretary of State on April 1, 2016 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016)

EXHIBIT 3.7

Carbon Sciences PRE 14C

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: X Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CARBON SCIENCES, INC.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2016 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File Number) (I.R.S.

EX-3.1

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 ☐ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC. (Name of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2016 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File Number) (I.R.S.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K/A 1 carbon8ka03082016.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2016 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-54

". < .............. ·--··"'· ·--··"

Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City ,Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955} USE BLACK INK ONLY?DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) 1. Name of corporation: Carbon Sciences, Inc. 2.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2016 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File Number) (I.R.S.

Series B Preferred Stock Certificate of Designation of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 4, 2016).

Exhibit 3.1 Certificate of Designation, page I Carbon Sciences, Inc. CERTIFICATE OF DESIGNATION OF CARBON SCIENCES, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES B PREFERRED STOCK On behalf of Carbon Sciences, Inc., a Nevada corporation (the "Company" or "Corporation"), the undersigned hereby certifies that the following resolution has been duly ado

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 carbon8k02162016.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2016 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-54513

Series A Preferred Stock Certificate of Designation of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 17, 2016).

Exhibit 3.1

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2016 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File Number) (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 carbon10q06302015.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC. (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 o TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC. (Name of

Shareholders’ Agreement for Transhpene, Inc., dated January 5, 2015. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 8, 2015)

Exhibit 10.1 SHAREHOLDERS’ AGREEMENT OF TRANSPHENE, INC. THIS SHAREHOLDERS’ AGREEMENT (the “Agreement”) is entered into as of the 5th day of January 2015 in Santa Barbara, California by and among Transphene, Inc., a Nevada corporation (the “Company”), Kaustav Banerjee, an individual (“Banerjee”), and Carbon Sciences, Inc., a Nevada corporation (“CSI,” and collectively with Banerjee, the “Sharehold

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2015 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File Number) (I.R.

RESIGNATION AS A DIRECTOR CARBON SCIENCES, INC. A Nevada Corporation

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 RESIGNATION AS A DIRECTOR OF CARBON SCIENCES, INC. A Nevada Corporation I hereby resign as a director of Carbon Sciences, Inc., a Nevada corporation, for personal reasons, effective January 3, 2015. I wish the company success in their future endeavors. Dan Nethercott, resigning Director

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2015 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File Number) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2014 CARBON SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54817 20-5451302 (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 carbonsciences10q06302014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 carbon10q05082014.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 o TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC. (Name of

Consulting Agreement between Carbon Sciences, Inc. and William E. Beifuss, Jr., dated May 31, 2013. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 31, 2014)

EX-10.12 2 ex1012.htm EXHIBIT 10.12 Exhibit 10.12 Consulting Agreement May 31, 2013 William Beifuss 1205 Petersen Avenue Solvang, CA 93463 Re: Consulting Agreement Dear Mr. Beifuss: This document serves as a letter agreement (the “Agreement”) for the consulting relationship between Carbon Sciences Inc. (the “Company”) and you (the “Consultant”). Section 1. Services to Be Rendered The Company is cu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013 ¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-54817 CARBON SCIENCES, INC.