Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the nine months ended September 30, 2013 and through the current date we issued a total of 48,057,731 shares of our common stock.
−Removed: During January 2013 a consultant was issued 2,000,000 unregistered shares of the Company’s common stock for marketing services to the Company.
−Removed: These shares were valued at $26,000 or $0.013 per share.
−Removed: During January 2013 a consultant was granted 500,000 unregistered shares of the Company’s common stock for accounting and finance services to the Company.
−Removed: These shares were valued at $6,000 or $0.012 per share.
−Removed: The shares were issued on April 23, 2013.
−Removed: During January and February 2013, a convertible promissory note totaling $30,983 including interest was fully converted into 4,426,174 unregistered shares of the Company’s common stock at $0.007 per share.
−Removed: During March 2013, a convertible promissory note was partially converted into unregistered shares of the Company’s common stock.
+Added: During the three months ended March 31.
+Added: 2014 and through the current date we issued a total of 2,515,226 shares during the three months ended March 31.
+Added: 2014 and a further 1,850,000 shares to the current date of our common stock.
+Added: During December 2013, a consultant was granted 800,000 unregistered shares of the Company’s common stock for a clinical research study on our Type2Defense product.
+Added: These shares were valued at $0.018 per share or $14,400.
+Added: The shares were issued in January 2014.
+Added: During January 2014, our former chief executive officer canceled 600,000 of his personal unregistered shares of the Company’s common stock to satisfy a promissory note conversion request.
+Added: These shares were valued at $0.035 per share or $21,000.
+Added: During January 2014, a promissory note was converted into unregistered shares of the Company’s common stock.
The amount totaled $12,849 including interest was converted into 856,632 unregistered shares of the Company’s common stock at $0.015 per share.
−Removed: During March 2013, a convertible promissory notes totaling $4,433.61 including interest was fully converted into 1,773,444 unregistered shares of the Company’s common stock at $0.0025 per share.
−Removed: The shares were issued on April 3, 2013.
−Removed: During April 2013, a convertible promissory note totaling $10,266 including interest was fully converted into 1,466,537 unregistered shares of the Company’s common stock at $0.007 per share.
−Removed: During May 2013 a consultant was granted 100,000 unregistered shares of the Company’s common stock for investor relation services to the Company.
−Removed: These shares were valued at $1,410 or $0.0141 per share.
−Removed: During May 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.
+Added: During March 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock.
+Added: The amount totaled $4,000 was converted into 800,000 unregistered shares of the Company’s common stock at $0.005 per share.
+Added: During March 2014, a promissory note was converted into unregistered shares of the Company’s common stock.
The amount totaled $13,151 including interest was converted into 658,594 unregistered shares of the Company’s common stock at $0.020 per share.
−Removed: During June 2013, a director was issued 2,500,000 unregistered shares of the Company’s common stock for marketing services compensation.
−Removed: These shares were valued at $0.015 per share or $37,500.
−Removed: During June 2013, an employee was issued 3,500,000 unregistered shares of the Company’s common stock for website services and salary compensation.
+Added: During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company.
+Added: The firm will be compensated with 360,000 unregistered shares of the Company’s common stock payable in increments of 30,000 shares per month for twelve (12) months starting on April 1, 2014.
+Added: As of July 15, the Company issued 90,000 unregistered shares of the Company’s common stock which were valued at $0.014 per share or $1,239 and has earned an additional 30,000 shares at $0.012 per share or $360.
+Added: During April 2014, our former chief executive officer was re-issued 600,000 unregistered shares of the Company’s common stock which were canceled in January 2014 to satisfy a promissory note conversion request.
These shares were valued at $0.035 per share or $21,000.
−Removed: During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for warehousing and fulfillment services compensation.
+Added: During April 2014, Thomas Metzger, our chief executive officer/chief financial officer was issued 250,000 unregistered shares of the Company’s common stock for compensation.
These shares were valued at $0.0151 per share or $3,375.
−Removed: During June 2013, our chief executive officer was issued 15,000,000 unregistered shares of the Company’s common stock for fulfilling provisions in the Type2 acquisition agreement dated September 26, 2011.
+Added: During April 2014, James Hodge, our chairman of the board of directors, was issued 250,000 unregistered shares of the Company’s common stock for joining the Company’s board.
These shares were valued at $0.0151 per share or $3,375.
−Removed: During June 2013, a consultant was issued 2,500,000 unregistered shares of the Company’s common stock for investor relations compensation.
+Added: During April 2014, Peggy Knight our chief marketing officer was issued 750,000 unregistered shares of the Company’s common stock for marketing compensation.
These shares were valued at $0.0151 per share or $11,325.
−Removed: During July 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.
−Removed: The amount totaled $7,688 including interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
−Removed: During August 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.
−Removed: The amount totaled $12,500 was converted into 1,250,000 unregistered shares of the Company’s common stock at $0.01 per share.
−Removed: During September 2013, a convertible promissory note was converted into unregistered shares of the Company’s common stock.
−Removed: The amount totaled $7,688 including interest was converted into 1,537,500 unregistered shares of the Company’s common stock at $0.005 per share.
−Removed: During September 2013, a promissory note was partially converted into unregistered shares of the Company’s common stock.
−Removed: The amount totaled $6,000 was converted into 6,000,000 unregistered shares of the Company’s common stock at $0.001 per share.
With respect to the sales of all securities
−Removed: the aggregate shares of common stock were issued to nine United States residents and a Canadian resident in reliance on Section 4(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
+Added: the aggregate shares of common stock were issued to eight United States residents and a Canadian resident in reliance on Section 4(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements.
4 unchanged sentences
neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising.
−Removed: Use of Proceeds of Unregistered Securities.
−Removed: There were no proceeds from the sales the Company’s unregistered common stock during the nine months September 30, 2013.
+Added: Use of Proceeds of Registered Securities.
+Added: There were no proceeds from the sales the Company’s unregistered common stock during the three months ended March 31.
Penny Stock Regulation.
−Removed: Shares of our common stock are and will probably be subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”.
+Added: Shares of our common stock are and will probably be subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”.
Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system).
20 unchanged sentences
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.