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What changed 10-Q

Item 2. Unregistered Sales of Equity Securities

2016-05-23 compared with 2015-11-23 · 18 added, 36 removed, 18 unchanged (75% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended September 30, 2015 the Company issued a total of 334,446 shares of its common stock as follows:

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.

These shares were valued at $0.005 per share.

During February 2015, the Company issued 177,072 shares of common stock to a corporation for conversion of $750 principal and $136 accrued interest related to Note.

These shares were valued at $0.005 per share.

During February 2015, the Company issued 70,867 shares of common stock in final settlement of a consulting agreement.

These shares were valued at $0.08467.

During March 2015, the Company issued 162,264 shares of common stock to a corporation for conversion of $500 principal and $41 accrued interest related to a Note.

These shares were valued at $0.005 per share.

During April 2015, the Company issued 86,882 shares of common stock to a corporation for conversion of $400 principal and $40 accrued interest related to Note.

These shares were valued at $0.005 per share.

During April 2015, the Company issued 50,000 shares of common stock in final settlement of a consulting agreement.

These shares were valued at $0.0357 per share.

During May 2015, the Company issued 100,000 shares of common stock to pursuant to final settlement of an outstanding debt.

These shares were valued at $0.2278 per share.

During June 2015, the Company issued 87,564 shares of common stock to a corporation for conversion of $400 principal and $38 accrued interest related to a Note.

These shares were valued at $0.005 per share.

During June 2015, the Company issued 10,000 shares of common stock pursuant to a final settlement of an outstanding payable to an individual.

These shares were valued at $0.05 per share.

During September 2015, the Company issued 88,438 shares of common stock to a corporation for conversion of $400 principal and $42 accrued interest pursuant to a Note.

These shares were valued at $0.005 per share.

With respect to the sales of all securities

the aggregate shares of common stock were issued in reliance on Section 4(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.

During the three months ended March 31, 2016 the Company issued a total of 90,094 shares of its common stock as follows:

During February 2016, the Company issued 90,094 shares of common stock to a corporation for conversion of $451 principal and accrued interest related to a Note.

The shares were valued 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").

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.

The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities;

the sale was made to a sophisticated or accredited investor, as defined in Rule 502;

we gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;

at a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale in the manner contained in Rule 502(d)2;

The investors acknowledged that the securities to be issued have not been registered under the Securities Act;

they understood the economic risk of an investment in the securities;

and they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

The sales were made to sophisticated or accredited investors, as defined in Rule 501(a).

Further, we gave the purchasers the opportunity to ask questions and receive answers concerning the terms and conditions and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense necessary to verify the accuracy of information furnished.

At a reasonable time prior to the sale of securities, we advised the purchasers of the limitations on resale in the manner contained in Rule 502(d) 2.

Neither we, nor any person acting on our behalf, sold the securities by any form of general solicitation or general advertising.

Use of Proceeds of Registered Securities.

Not Applicable

Penny Stock Regulation.

Shares of our common stock are 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).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules;

to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:

There were no proceeds from the sales the Company's unregistered common stock during the three months ended March 31, 2016.

Shares of our common stock are 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).

These penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from these rules to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:

a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

9 unchanged sentences

monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules.

Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

Purchases of Equity Securities.

None during the period covered by this report.

Holders of shares of our common stock may have difficulty selling those shares because our common stock is subject to penny stock rules.

Issuer Purchases of Equity Securities

The Company did not repurchase any shares of common stock during the period ending March 31, 2016.

Defaults Upon Senior Securities

1 unchanged sentence

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.