What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-09-03 compared with 2021-08-03 · 21 added, 26 removed, 0 unchanged (100% of the section changed)

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.

ITEM 4 Mine Safety Disclosures

Not applicable.

2 Unregistered

Sales of Equity Securities and Use of Proceeds

May through August 2021, we issued convertible promissory notes with an aggregate face value of $615,000, plus warrants to acquire an

aggregate of 6,150,000 shares of our common stock, to a total of nineteen (19) investors.

The notes are convertible into our common stock

at th election of the holder at $0.05 per share.

The warrants are exercisable for a period of five (5) years at $0.075 per share.

connection with the sale of the notes and warrants to U.S.

investors, HP Securities, Inc.

was paid ten percent (10%) of the offering

proceeds in cash, and issued one million (1,000,000) shares of our common stock and warrants to acquire 100,000 shares of our common

stock at an exercise price of $0.05 per share.

note, warrants, and common stock were offered and sold in reliance on an exemption from registration pursuant to Rule 506(b) of Regulation

D promulgated under 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.

Upon Senior Securities

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

Safety Disclosures

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