What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-08-03 compared with 2018-07-13 · 23 added, 18 removed, 3 unchanged (93% of the section changed)

ITEM 2 Unregistered Sales of Equity Securities

and Use of Proceeds

Except as discussed

below, we have not issued unregistered securities during the period covered by this report:

Convertible Notes

We issued the following

promissory notes, during the three months ended March 31, 2018, which are convertible into shares of our common stock as described

Unsecured Convertible Promissory Note issued to Auctus Fund, LLC on 2/1/18, due 11/01/18, 12% interest, converts at a 50% discount to market price based on the last 25 days trading price

Unsecured Convertible Promissory Note, issued to Adar Bays, LLC on 02/02/18, due 02/02/19, 8% interest, converts at a 55% discount to market price based on the last 20 days trading price

Convertible Promissory Note, issued to Power Up Lending Group Ltd.

on 1/2/18, due 10/10/18,

12% interest, converts at a 39% discount to market price based on the average of the

lowest two trading prices in the last 15 days trading price

All of the issuances

of securities above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the investors were

sophisticated and familiar with our operations, and there was no solicitation in connection with the offering.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

On March 18, 2021, we entered

into a Securities Purchase Agreement whereby we issued a Promissory Note in the principal amount of $340,000.

The Note has an original

issue discount of $20,000, a maturity date of one year, and bears interest at the rate of ten percent (10%) per annum.

a net amount of $320,000, minus expenses, upon issuance of the Note.

We can prepay the Note at any time without penalty.

have not previously prepaid the Note, after 180 days the holder may convert the Note, in whole or in part, into our common stock

at a conversion price of $0.05 per share.

As additional consideration, we issued an aggregate of 1,200,000 shares of our common

stock to the note holder.

If we prepay the Note in 180 days or less, 600,000 of the shares will be returned to us without additional

consideration.

On March 18, 2021, we issued

2,715,000 shares of common stock, restricted in accordance with Rule 144, to two (2) shareholders for services rendered.

The note, warrants, and

common stock were offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities

Act of 1933, as amended.

The investors have acquired the securities for investment purposes only and not with a view to, or for

sale in connection with, any distribution thereof.

The securities were not issued through any general solicitation or advertisement.

ITEM 3 Defaults Upon Senior Securities

There have been

no events which are required to be reported under this Item.

There have been no events

which are required to be reported under this Item.

ITEM 4 Mine Safety Disclosures

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/A

Item 2. Unregistered Sales of Equity Securities