QS Energy : Statement of changes in beneficial ownership of securities

FORM 4

Check this box if no longer subject to Section

16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment

Company Act of 1940

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1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

KYTE CECIL BOND

QS Energy, Inc. [QSEP]

(Check all applicable)

__X__ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (Month/Day/Year)

__X__ Officer (give title below)

_____ Other (specify below)

CEO, CFO

963 TOPSY LANE, SUITE 306-320

06/07/2021

(Street)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person

CARSON CITY, NV 89705

___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Transaction

2A. Deemed

3. Transaction

4. Securities Acquired (A)

5. Amount of Securities Beneficially

6.

7. Nature

(Instr. 3)

Date

Execution Date, if

Code

or Disposed of (D)

Owned Following Reported

Ownership

of Indirect

(Month/Day/Year)

any

(Instr. 8)

(Instr. 3, 4 and 5)

Transaction(s)

Form:

Beneficial

(Month/Day/Year)

(Instr. 3 and 4)

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I)

Code

V

Amount

(D)

Price

(Instr. 4)

Common Stock

06/07/2021

06/07/2021

A

5,533,333

A

$

10,533,333

D

0.015

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information contained in

SEC 1474 (9-02)

this form are not required to respond unless the form displays a

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date, if

Transaction

Derivative

Expiration Date

Underlying Securities

Derivative

Derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

any

Code

Securities

(Month/Day/Year)

(Instr. 3 and 4)

Security

Securities

Form of

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

(Instr. 8)

Acquired (A) or

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

Disposed of (D)

Owned

Security:

(Instr. 4)

Security

(Instr. 3, 4, and

Following

Direct (D)

5)

Reported

or Indirect

Transaction(s)

(I)

Date

Expiration

Amount or

(Instr. 4)

(Instr. 4)

Title

Number of

Exercisable

Date

Code

V

(A)

(D)

Shares

Convertible

$ 0.02

06/07/2021

06/07/2021

A

$ 117,000

06/07/2021

(2)

Common

6,435,000

$

6,435,000

D

117,000

Note

(1)

Stock

(1)

Warrants

$ 0.03

06/07/2021

06/07/2021

A

3,217,500

06/07/2021

06/07/2022

Common

3,217,500

(3)

9,652,500

D

Stock

Reporting Owners

Relationships

Reporting Owner Name / Address

Director

10%

Officer

Other

Owner

KYTE CECIL BOND

963 TOPSY LANE, SUITE 306-320

X

CEO, CFO

CARSON CITY, NV 89705

Signatures

/s/ Cecil Bond Kyte

07/28/2021

**Signature of Reporting Person

Date

Explanation of Responses:

• If the form is filed by more than one reporting person, see Instruction 4(b)(v).

• Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

• 1) ReportingIssuer. Person acquired Issuer's Convertible Note in the principal amount of $128,700, for a purchase price of $117,000, convertible into 6,435,000 shares of common stock of
• 2) Not Applicable.
• 3) Reporting Person acquired Issuer's Warrants as part of Reporting Person's purchase of Issuer's Convertible Note reported above.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.