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Item 5. Market for Registrant’s Common Equity

2016-04-14 compared with 2015-03-30 · 31 added, 19 removed, 106 unchanged (32% of the section changed)

13 unchanged sentences

Reports to Security Holders.

We are a voluntary reporting company with the Securities and Exchange Commission, or SEC.

The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C.

2 unchanged sentences

The address of that site is www.sec.gov.

As of March 30, 2015 we had 121 shareholders of record.

As of April 14, 2016 we had 115 shareholders of record.

However, the majority of our shareholders hold their stock in "street name" at brokerage and custodial firms.

8 unchanged sentences

On March 4, 2013, we filed an S-8 registration statement with the Securities and Exchange Commission registering up to 30,000,000 shares of common stock under our 2013 Stock Incentive Plan.

The Company granted 26,375,000 (52,750 post reverse split shares) shares under this plan during the years ended December 31, 2014 and 2013.

The S-8 registration is no longer effective and accordingly, our 2013 Stock Incentive Plan was formally rescinded by resolution of the board of directors.

During fiscal 2014, we issued 15,000 (split adjusted) shares pursuant to this plan.

Our 2013 Stock Incentive Plan was formally rescinded by resolution of the board of directors in 2014.

Recent sales of unregistered securities

During the fiscal year ended December 31, 2014 and through the current date we issued a total of 917,369 shares during the year ended December 31, 2014 and a further 306,031 shares to the current date of our common stock.

During December 2013, a consultant was granted 16,000 unregistered shares of the Company’s common stock for a clinical research study on our Type2 Defense product.

These shares were valued at $0.90 per share or $14,400.

The shares were issued in January 2014.

During the fiscal years ended December 31, 2014 and December 31, 2015, we issued a total of 925,106 and 973,063 shares of common stock respectively.

During January 2014, William Gallagher, our former chief executive officer canceled 12,000 of his personal unregistered shares of the Company's common stock to satisfy a promissory note conversion request.

44 unchanged sentences

During 2014, the Company issued 263 shares to satisfy rounding issues as a result of the reverse stock splits implemented during the year.

During January 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock.

The amount totaled $290 including accrued interest was converted into 58,092 unregistered shares of the Company’s common stock at $0.005 per share.

During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock.

The amount totaled $294 including accrued interest was converted into 58,750 unregistered shares of the Company’s common stock at $0.005 per share.

During February 2015, James Hodge, the Company’s Chairman of the board of directors, was issued 70,867 shares of the Company’s restricted common stock to fully satisfy his management consulting agreement dated April 4, 2014 for service to the Company.

These shares were valued at $0.085 per share or $6,000.

During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock.

The amount totaled $295 including accrued interest was converted into 59,078 unregistered shares of the Company’s common stock at $0.005 per share.

During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock.

The amount totaled $296 including accrued interest was converted into 58,244 unregistered shares of the Company’s common stock at $0.005 per share.

All issuances referenced above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and were issued to eight United States residents and a Canadian resident.

During January 2015, the Company issued 58,092 shares of common stock to a corporation for conversion of $250 principal and $40 accrued interest related to a Note.