What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-11-15 compared with 2021-08-12 · 18 added, 18 removed, 2 unchanged (95% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS.

Information regarding any equity securities we

have sold during the period covered by this Report that were not registered under the Securities Act of 1933, as amended is set forth

Each such transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) of the Securities

Act or Rule 506 of Regulation D promulgated by the SEC, unless otherwise noted.

Unless stated otherwise:

(i) the securities were offered

and sold only to accredited investors;

(ii) there was no general solicitation or general advertising related to the offerings;

of the persons who received these unregistered securities had knowledge and experience in financial and business matters which allowed

them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable about our operations and financial

(iv) no underwriter participated in, nor did we pay any commissions or fees to any underwriter in connection with the transactions;

and, (v) each certificate issued for these unregistered securities contained a legend stating that the securities have not been registered

under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities.

On June 29, 2021 we issued 6,000 shares of Common Stock to WallachBeth

as compensation for consulting services.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

regarding any equity securities we have sold during the period covered by this Report that were not registered under the Securities Act

of 1933, as amended is set forth below.

Each such transaction was exempt from the registration requirements of the Securities Act by

virtue of Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated by the SEC, unless otherwise noted.

Unless stated

(i) the securities were offered and sold only to accredited investors;

(ii) there was no general solicitation or general advertising

related to the offerings;

(iii) each of the persons who received these unregistered securities had knowledge and experience in financial

and business matters which allowed them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable

about our operations and financial condition;

(iv) no underwriter participated in, nor did we pay any commissions or fees to any underwriter

in connection with the transactions;

and, (v) each certificate issued for these unregistered securities contained a legend stating that

the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale

of the securities.

29, 2021, we issued 6,000 shares of Common Stock to WallachBeth as compensation for consulting services.

DEFAULTS UPON SENIOR SECURITIES.

MINE SAFETY DISCLOSURES.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities