What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-08-16 compared with 2021-02-16 · 13 added, 43 removed, 2 unchanged (97% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

Shares of Common Stock

December 25, 2020, the Company renewed an agreement with a

consultant for an additional six months.

As consideration for the

agreement, the Company issued 1,500,000 shares of common stock to

the consultant.

the nine months ended December 31, 2020, the Company issued

39,735,627 shares of the Company’s common stock upon

conversion of approximately $564,000 of their outstanding

convertible debt and accrued interest.

Series B Preferred Shares

the nine months ended December 31, 2020, the Company converted

3,554 Series B Preferred Shares plus 141 Series B Preferred Share

dividends-in-kind into 97,761,030 shares of the Company’s

common stock.

above securities were issued in reliance on either the safe harbor

of Rule 144 pursuant to Section 4(a)(1) of the Securities Act of

1933, as amended (in the case of shares issued pursuant to

conversions of other securities) or the exemption under Section

4(a)(2) of the Securities Act (in the case of the issuance of the

Series B PS and the shares issued to the consultants).

of the Series B PS and the shares issued to the consultants

qualified for exemption under Section 4(a)(2) since the issuance by

us did not involve a public offering.

The offerings were not

“public offerings”

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.

undertake an offering in which we sold a high number of securities

to a high number of investors.

In addition, the investors 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

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 for the

issuance of the Series B PS and the shares issued to the

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of the Company’s equity securities during the quarter ended June 30, 2021 that were not previously reported in a Current Report on Form 8-K except as follows:

On April 14, 2021, 500,000 shares of common stock were issued to a consultant per an agreement entered into on January 20, 2021 for advisory services for a two-year period.

The shares had a fair value of $195,000, based on the market price of $0.39 on the grant date.

62,500 common shares shall vest each quarter through October 1, 2022, at $24,275, with $48,750 vested through the three months ended June 30, 2021.

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.

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not Applicable.

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 2. Unregistered Sales of Equity Securities