Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended March 31, 2016 the Company issued a total of 90,094 shares of its common stock as follows:
+Added: During the six months ended June 30, 2016 the Company issued a total of 301,344 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.
+Added: During May 2016, the Company issued 81,250 shares of common stock to a corporation for conversion of $650 accrued interest related to a Note.
+Added: The shares were valued at $0.008 per share.
+Added: During May 2016, the Company issued 130,000 shares of common stock to a corporation for conversion of $845 of principal related to a Note.
+Added: The shares were valued at $0.0065 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").
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Use of Proceeds of Registered Securities.
−Removed: There were no proceeds from the sales the Company's unregistered common stock during the three months ended March 31, 2016.
−Removed: 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".
−Removed: 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).
−Removed: 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:
+Added: Not Applicable
+Added: Penny Stock Regulation.
+Added: 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).
+Added: The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules;
+Added: 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;
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monthly account statements showing the market value of each penny stock held in the customer's account.
−Removed: 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.
+Added: 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.
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.
−Removed: Holders of shares of our common stock may have difficulty selling those shares because our common stock is subject to penny stock rules.
−Removed: Issuer Purchases of Equity Securities
−Removed: The Company did not repurchase any shares of common stock during the period ending March 31, 2016.
+Added: 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.
+Added: Purchases of Equity Securities.
+Added: The Company did not repurchase any shares of common stock during the period ending June 30, 2016.
Defaults Upon Senior Securities
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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.