Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use Of Proceeds
There
were no unregistered sales of the Company’s equity securities during the three months ended June 30, 2023 that were not previously
reported in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K except as follows:
On
May 1, 2023, GHS converted 600 shares of Series E Preferred Stock into 23,989,570 shares of common stock.
Pursuant to
the settlement of a lawsuit filed by Gary Shover, a shareholder of NSH, in the three months ended June 30, 2023, 863,110 shares of common
stock, with a fair value of $272,743, were issued out of the Stock Payable. All of the shares issued pursuant to the December 6, 2021
final Order were issued in reliance on the exemption under Section 3(a)(10) of the Securities Act.
On June 19, 2023, 100,000
shares of common stock were issued to a consultant. The shares had a fair value of $4,700, based on the market price of $0.047 on the
grant date.
36
Unless
otherwise specified, the above securities were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. The issuance
of the shares to the consultant qualified for exemption under Section 4(a)(2) since the issuance by us did not involve a public offering.
The offering was not a “public offering” as defined in 4(a)(2) due to the insubstantial number of persons involved in the
transactions, manner of the issuance and number of securities issued. We did not undertake an offering in which we sold a high number
of securities to a high number of investors. In addition, the investor had the necessary investment intent as required by Section 4(a)(2)
since they agreed to and received securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the
Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part
of a “public offering”. Based on an analysis of the above factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.
Item
3. Defaults upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable.
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