−Removed: Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: During the months of May and June, 2011, we sold and issued an aggregate of 365,200 shares of our common stock to a total of four purchasers in private transactions we conducted in Germany.
−Removed: Gross proceeds from such sales totaled approximately $181,000 and selling commissions and other sale expenses totaled approximately $72,000, resulting in net proceeds from such sales of $109,000.
−Removed: We believe that the issuance of such shares is exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering.
−Removed: On June 16, 2011, we sold and issued to a single investor 357,143 shares of our common stock for a total consideration of $125,000.
−Removed: We did not incur any commission or other fees in connection with such sale.
−Removed: We believe that the issuance of such shares is exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering.
−Removed: On June 29, 2011, the Company sold and issued to a single investor 285,714 shares for a total consideration of $100,000.
−Removed: We did not incur any commission or other fees in connection with such sale.
−Removed: We believe that the issuance of such shares is exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering.
−Removed: On July 8, 2011, the Company sold and issued to a single investor 28,600 shares of its common stock for a total consideration of $10,000.
−Removed: We believe that the issuance of such shares is exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering.
−Removed: On August 18, 2011, the Company issued an aggregate of 3,635,000 shares our common stock to a total of twelve consultants as consideration for entering into consultancy agreements with our company.
−Removed: We believe that the issuances of such shares are exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuances of the shares were conducted in a transaction not involving any public offering.
−Removed: On September 14, 2011, we issued 2,000,000 shares of our common stock to a consultant as consideration for entering into consultancy agreement with our Company.
−Removed: We believe that the issuance of such shares is exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES
+Added: AND USE OF PROCEEDS.
+Added: On June 9, 2023,
+Added: the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board
+Added: of Directors, whereby the Company privately sold a total of 8,000,000 shares of its common stock, $0.001 par value per share, (“common
+Added: stock”) for a cash purchase price of $8,000.
+Added: Hossein Haririnia is an “accredited investor” (under Rule 506 (b) of Regulation
+Added: D under the Securities Act of 1933, as amended).
+Added: The $8,000 in proceeds from the sale of common stock will be used for operating capital.
+Added: The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act.
DEFAULTS UPON SENIOR SECURITIES.
+Added: On December 1, 2021, the Company issued a note payable
+Added: in the amount of $500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.
+Added: This note bears an interest rate of 2%
+Added: per annum and has a maturity date of January 1, 2023.
+Added: During the quarter ended July 31, 2023, $15,000 of principal was repaid.
+Added: 31, 2023, there was $485,000 of principal and $16,598 of accrued interest due on this note.
+Added: This note is currently past due.
+Added: MINE SAFETY DISCLOSURES
Not applicable.
−Removed: (Removed and Reserved).
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.