What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2010-09-21 compared with 2010-06-21 · 48 added, 162 removed, 10 unchanged (95% of the section changed)

6 unchanged sentences

Quarterly Reports on Forms 10-Q or 10-Q/A or Current Reports on Form

March 26, 2010, the Company issued 1 million common shares to a

The Company valued such shares, for accounting

purposes, at $800,000, the fair value of such shares on the effective date

The consultant is a person not meeting the definition

person” (a “non-US Person”) contained in Regulation S

(“Regulation S”) promulgated under the Securities Act and such shares were

issued in an offshore transaction (an “offshore transaction”), as such

term is defined in Regulation S.

We believe that such shares

were issued in a transaction not requiring registration under the

Securities Act due to the exemptions available under Regulation S and

Section 4(2) of the Securities Act.

March 26, 2010, we issued 500,000 common shares to a

We valued such shares, for accounting purposes, at

$400,000, the fair value of such shares on the effective date of

The consultant is a person not meeting the definition of a

person” (a “non-US Person”) contained in Regulation S (“Regulation

S”) promulgated under the Securities Act and such shares were issued in an

offshore transaction (an “offshore transaction”), as such term is defined

in Regulation S.

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Regulation S and Section 4(2) of the Securities

April 6, 2010, we issued 131,196 common shares to a third party investor

for total gross consideration of $15,000.

The investor is a

non-US Person and such shares were issued in an offshore

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Regulation S and Section 4(2) of the Securities

April 7, 2010, we issued 3 million common shares to a natural person upon

his becoming Chief Operating Officer of the

(Subsequently, he became our Chief Executive

We valued such shares, for accounting purposes, at

$3,270,000, the fair value of such shares on the effective date of

The executive officer is a non-US Person and such

shares were issued in an offshore transaction.

We believe that

such shares were issued in a transaction not requiring registration under

the Securities Act due to the exemptions available under Regulation S and

Section 4(2) of the Securities Act.

April 9, 2010, we issued 3 million common shares of common stock to a

We valued such shares, for accounting purposes, at

$2,640,000, the fair value of such shares on the effective date of

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Section 4(2) of the Securities

April 9, 2010, we issued 1 million common shares of common stock to a

We valued such shares, for accounting purposes, at

$880,000, the fair value of such shares on the effective date of

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Section 4(2) of the Securities

April 9, 2010, we issued 250,000 common shares to a

We valued such shares, for accounting purposes, at

$220,000, the fair value of such shares on the effective date of

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Section 4(2) of the Securities

April 11, 2010, we issued 3 million common shares to the Acting Chief

Financial Officer of the Company.

We valued such shares, for

accounting purposes, at $2,640,000, the fair value of such shares on the

effective date of issuance.

The executive officer is a non-US

Person and such shares were issued in an offshore

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Regulation S and Section 4(2) of the Securities

April 11, 2010, we issued 400,000 common shares to a service

We valued such shares, for accounting purposes, at

$352,000, the fair value of such shares on the effective date of

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Section 4(2) of the Securities

April 26, 2010,

we issued 150,000 common shares to a consultant.

We valued such

shares, for accounting purposes, at $178,500, the fair value of such

shares on the effective date of issuance.

The consultant is a

non-US Person and such shares were issued in an offshore

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Regulation S and Section 4(2) of the Securities

April 28, 2010, we issued 60,000 common shares to a third-party investor

for total gross consideration of $25,000.

The investor is a

non-US Person and such shares were issued in an offshore

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Regulation S and Section 4(2) of the Securities

April 30¸ 2010 we issued 500,000 common shares to a

We valued such shares, for accounting purposes, at

$565,000, the fair value of such shares on the effective date of

The consultant is a non-US Person and such shares

were issued in an offshore transaction.

We believe that such

shares were issued in a transaction not requiring registration under the

Securities Act due to the exemptions available under Regulation S and

Section 4(2) of the Securities Act.

April 30, 2010, we issued 1.5 million common shares to a

We valued such shares, for accounting purposes, at

$1,695,000, the fair value of such shares on the effective date of

The director is a non-US Person and such shares were

issued in an offshore transaction.

We believe that such shares

were issued in a transaction not requiring registration under the

Securities Act due to the exemptions available under Regulation S and

Section 4(2) of the Securities Act.

April 30, 2010, we issued 150,000 common shares to a

We valued such shares, for accounting purposes, at

$169,500, the fair value of such shares on the effective date of such

The consultant is a non-US Person and such shares

were issued in an offshore transaction.

We believe that such

shares were issued in a transaction not requiring registration under the

Securities Act due to the exemptions available under Regulation S and

Section 4(2) of the Securities

April, 2010 and through the date of the Quarterly Report on Form 10-Q to

which these interim financial statements form as integral part, we sold an

aggregate of 1,176,032 common shares to a total of 71 non-US Persons in

offshore transactions pursuant to Regulation S for aggregate gross

proceeds of $890,981.

Pursuant to a subscription fee agreement,

the Company will pay as compensation for subscription services provided, a

fee equal to 40% of the gross subscription amounts received from

We believe that such shares were issued in

transactions not requiring registration under the Securities Act due to

the exemptions available under Regulation S and Section 4(2) of the

Securities Act.

May 21, 2010, we issued 200,000 common shares as consideration for the

purchase of assets, which shares we have preliminarily valued, for

accounting purposes, at $90,000, the fair value of such shares on the

effective date of such issuance.

The seller of such assets is a

non-US Person and such shares were issued in an offshore

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Regulation S and Section 4(2) of the

Securities Act.

to April 30, 2010 and through the date of the Quarterly Report on Form

10-Q to which these interim financial statement form an integral part, we

issued an aggregate or 2.375 million common shares to a total of six

We valued such shares, for accounting purposes at

$1,705,000, the fair value of such shares on the effective date of such

Each of the consultants is a non-US Person and such

shares were issued in offshore transactions.

May 18, 2010, we issued 500,000 shares of our common stock to two

We valued such shares at $460,000, the fair value of

such shares on the effective date of issuance.

We believe that the

issuance of such shares was exempt from the registration requirements of

the Securities Act of 1933, as amended (the “Securities Act”), pursuant to

the exemption from registration available under Section 4(2) of the

Securities Act, due to the fact that such issuance did not involve any

public offering.

May 21, 2010, we issued 200,000 shares of our common stock as a deposit on

the purchase of certain assets, which are valued at $90,000.

believe that the issuance of such shares was exempt from the registration

requirements of the Securities Act of 1933, as amended (the “Securities

Act”), pursuant to the exemption from registration available under Section

4(2) of the Securities Act, due to the fact that such issuance did not

involve any public offering.

issued 120,761 shares of our common stock to a third-party investor for

total gross consideration of $50,000, effective July 12, 2010.

believe that the issuance of such shares was exempt from the registration

requirements of the Securities Act of 1933, as amended (the “Securities

Act”), pursuant to the exemption from registration available under Section

4(2) of the Securities Act, due to the fact that such issuance did not

involve any public offering.

the fiscal quarter ended July 31, 2010, we sold an aggregate of 2,146,274

shares of our common stock to a total of 19 third party investors for

aggregate net proceeds of $560,270, inclusive of fees charged by the

selling and escrow agents, pursuant to a private placement of our common

stock conducted through a selling agent located in Germany.

believe that the issuances of such shares were exempt from the

registration requirements of the Securities Act, pursuant to the exemption

from registration available under Section 4(2) of the Securities Act, due

to the fact that such issuances did not involve any public

issued 300,000 common shares of our common stock to a third-party investor

for total gross consideration of $105,000 effective August 19,

We believe that the issuance of such shares was exempt

from the registration requirements of the Securities Act, pursuant to the

exemption from registration available under Section 4(2) of the Securities

Act, due to the fact that such issuance did not involve any public

issued an aggregate of 600,000 shares of our common stock to a total of

three consultants for services rendered or to be rendered by such

consultants, effective August 23, 2010.

We valued such shares

for accounting purposes at an aggregate of $258,000, the fair value of the

shares on the effective date of their issuance.

We believe that

such shares were issued in transactions not requiring registration under

the Securities Act due to the exemptions available under Regulation S and

Section 4(2) of the Securities Act.

June 2, 2010, we issued 750,000 common shares pursuant to a

Techno-Commercial Agreement between Enhanced Biofuels and Technologies

Limited, Biomass 2 Biopower (QA) Limited and the Company.

valued such shares, for accounting purposes, at $450,000, the fair value

of such shares on the effective date of such issuance.

such entities is a non-US Person and such shares were issued in an

offshore transaction.

We believe that such shares were issued

in a transaction not requiring registration under the Securities Act due

to the exemptions available under Regulation S and Section 4(2) of the

Securities Act.

the issuance of such shares was exempt from the registration requirements

of the Securities Act, pursuant to the exemption from registration

available under Section 4(2) of the Securities Act, due to the fact that

such issuance did not involve any public

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities