What changed in this filing

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Item 1A. Risk Factors

2020-11-12 compared with 2020-05-11 · 25 added, 23 removed, 12 unchanged (80% of the section changed)

1 unchanged sentence

UNREGISTERD SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

September 19, 2017, the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran which was

increased to $200,000 on June 17, 2019 and $250,000 on December 13, 2019 (the “

Note ”), and as of March 31,

September 19, 2017, the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran which was increased

to $200,000 on June 17, 2019 and $250,000 on December 13, 2019 (the “

Note ”), and as of September 30, 2020,

$119,838 has been drawn by the Company under the Note.

The Note was issued pursuant to a Convertible Loan

Agreement with Roran (the “

The Note was issued pursuant to a Convertible Loan Agreement with Roran

Loan Agreement ”).

Amounts borrowed under the Note bear interest at 12% per

annum and related accrued interest as of March 31, 2020 is $40,266.

All outstanding principal and accrued interest on

the Note is due and payable on the maturity date, which was March 19, 2019 and then extended to September 19, 2019 and then

June 19, 2020.

Amounts borrowed under the Note bear interest at 12% per annum and related accrued

interest as of September 30, 2020 is $24,019.

All outstanding principal and accrued interest on the Note is due and payable on

the maturity date, which was March 19, 2019 and then extended to September 19, 2019 then June 19, 2020 and verbally to December

The Note is convertible into shares of the Company’s common stock (“

Common Stock”

any time at the discretion of Roran any time after the first 90-days under the Note at a conversion price per share equal to

the lesser of:

(i) 60% multiplied by the lowest trading price for the Common Stock during the 20 trading days prior to the

date of the Note;

or, (ii) 60% multiplied by the lowest trading price for the Common Stock during the 20 trading days prior

to the date of conversion.

time at the discretion of Roran any time after the first 90-days under the Note at a conversion price per share equal to the lesser

(i) 60% multiplied by the lowest trading price for the Common Stock during the 20 trading days prior to the date of the Note;

or, (ii) 60% multiplied by the lowest trading price for the Common Stock during the 20 trading days prior to the date of conversion.

The Note may be repaid in whole at any time.

The repayment amount is subject to a premium on the

outstanding principal balance of if repaid after 90-days, ranging from 10% to 25%, depending upon when repayment is tendered.

If the Company fails to meet its obligations under the terms of the Note or the Loan Agreement, the Note shall become

immediately due and payable and subject to penalties provided for in the Note.

The foregoing descriptions of the Loan

Agreement and the Note do not purport to be complete and are qualified in their entirety by the terms and conditions of the

Loan Agreement and the Note.

The repayment amount is subject to a premium on the outstanding principal balance

of if repaid after 90-days, ranging from 10% to 25%, depending upon when repayment is tendered.

If the Company fails to meet its

obligations under the terms of the Note or the Loan Agreement, the Note shall become immediately due and payable and subject to

penalties provided for in the Note.

The foregoing descriptions of the Loan Agreement and the Note do not purport to be complete

and are qualified in their entirety by the terms and conditions of the Loan Agreement and the Note.

June 8, 2020, Roran converted $124,500 principal amount of its promissory note with the Company and $25,500 of accrued and

unpaid interest thereon, totaling $150,000, into 4,166,666 shares of Company Common Stock at the stated conversion price per

share of $0.036.

The remaining balance due on the promissory note, as of the conversion date, was $104,838 in principal and

$19,988 in interest.

The parties have verbally extended the maturity date of the promissory note from June 19, 2020 to

December 31, 2020.

Note issued under the Loan Agreement was offered and sold without registration under the Securities Act in reliance on the exemptions

4 unchanged sentences

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 1A. Risk Factors