What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2020-12-17 compared with 2020-10-16 · 21 added, 68 removed, 47 unchanged (65% of the section changed)

1 unchanged sentence

We issued the following securities during

the six months ended January 31, 2019 to the date of filing of this Report:

On February 5, 2019, the Company entered into an unsecured loan agreement with a third party with

a principal balance of $25,000.

The outstanding principal was due March 8, 2019.

was not repaid on the maturity date as required.

The third party agreed to accept payment in kind consisting of certain

products of the Company in lieu of cash interest.

On March 7, 2019, the Company sold an aggregate of 7,500,000 shares of common stock and granted

warrants to purchase an aggregate 2,000,000 common shares to three “accredited investors”

The warrants had

exercise prices of $0.08 and had a one -year term.

The aggregate grant date fair value of the warrants issued in connection with

these issuances were $6,600.

The warrants expired on March 7, 2020.

The proceeds were used for working capital.

During March 2019, the Company issued a $30,000 of convertible 6% debentures (“30,000 Debenture”)

to one accredited investor.

The principal amount of the $30,000 Debenture, plus accrued and unpaid interest through June 30, 2020

were payable on the 10 th business day subsequent to June 30, 2020, unless the payment of the $30,000 Debenture was prepaid

at the sole option of the Company, or was converted as provided for under the terms of the $30,000 Debenture, and/or accelerated

due to an event of default in accordance with the terms of the $30,000 Debenture.

During June 2019, the Company

and the holder of the $30,000 Debenture agreed to convert the principal amount of the $30,000 Debentures plus interest accrued

and unpaid through the date of the conversion totaling $30,478 into 1,111,111 shares of common stock of the Company (approximately

$0.0274 per share representing a premium to the trading price of $0.0253 as of the effective date of the transaction).

During April 2019, the Company sold 5,102,000 shares of common stock to seven “accredited

investors”

at $0.03 per share for an aggregate purchase price of $154,500.

The proceeds were used for working capital.

During May 2019, the Company and holders of the $100,000 Debentures agreed to convert the principal

amount of the $100,000 Debentures plus interest accrued and unpaid through the date of the conversion totaling $100,622 into 3,773,584

shares of common stock of the Company (approximately $0.0267 per share representing a discount to the trading price of $0.0285

as of the effective date of the transaction).

On May 1, 2019, the Company, Mint Organics and the holder

of a promissory note issued by Mint Organics agreed to a settlement of the outstanding loan whereby the Company agreed to issue

the holder of the note 2,735,000 shares of newly issued common stock of the Company.

At the time of the settlement, the outstanding

obligation under the note, including late fees and penalties was approximately $72,568.

The common stock issued was priced at $0.0265

per share representing a discount to the trading price of $0.049 as of the effective date of the transaction.

On May 1, 2019, the Company and Mint Organics entered into an exchange agreement whereby the Company

agreed to acquire the 150 shares of Mint Series A Preferred Stock and the 150,000 warrants to purchase shares of common stock of

the Company originally issued to Mr.

Wayne Rohrbaugh in connection with the initial capitalization of Mint Organics (see note 15)

in exchange for 4,400,000 shares of common stock of the Company (approximately $0.034 per share representing a discount to the

trading price of $0.049 as of the effective date of the transaction).

On May 1, 2019, the Company and Mint Organics Florida entered into an exchange agreement whereby

the Company agreed to acquire the 21.25 units from the minority equity holder of Mint Organics Florida (see note 15) in exchange

for 2,400,000 shares of common stock of the Company (approximately $0.042 per share representing a discount to the trading price

of $0.049 as of the effective date of the transaction).

During July 2019, the Company sold 2,500,000 shares of common stock to one “accredited investor”

at $0.02 per share for an aggregate purchase price of $50,000.

The proceeds were used for working capital.

During August 2019 through September 2019, the Company sold 5,250,000 shares of common stock to

four “accredited investors”

at $0.02 per share for an aggregate purchase price of $105,000.

The proceeds were used

for working capital.

the six months ended April 30, 2020 to the date of filing of this Report:

On October 10, 2019, the Company and an investor (“Noteholder”) agreed to a funding

26 unchanged sentences

Meglin, a director of the Company at $0.02 per share for an aggregate purchase price of $220,000.

During July and August 2020,

the Company sold an additional 1,166,666 shares and 422,514 shares of common stock to Dr.

Allen Meglin at $0.03 per share and $0.10

per share, respectively, for an aggregate purchase price of $77,251.

The proceeds from all of the above sales were used for working

During July, August and October

2020, the Company sold an additional 1,166,666 shares, 422,514 shares, and 625,000 shares of common stock to Dr.

Allen Meglin at

$0.03 per share, $0.10 per share and $0.08 per share, respectively, for an aggregate purchase price of $127,251.

The proceeds from

all of the above sales were used for working capital.

During May 2020, the Company sold 3,000,000 shares of common stock to two “accredited investors”

5 unchanged sentences

The proceeds are being used to fund the Company’s public company financial reporting requirements.

During the period July 2020, the Company sold 1,000,000 shares of common stock to two “accredited

investors”, at $0.02 per share and $0.03 per share, respectively for an aggregate purchase price of $25,000.

were used for working capital.

During the period August 2020, the Company sold 8,606,665 shares of common stock to nine “accredited

During July 2020, the Company sold 1,000,000 shares of common stock to two “accredited investors”,

at $0.02 per share and $0.03 per share, respectively for an aggregate purchase price of $25,000.

The proceeds were used for working

During August 2020, the Company sold 8,606,665 shares of common stock to nine “accredited

investors”, at prices ranging from $0.03 per share and $0.06 per share, for an aggregate purchase price of $392,100.

proceeds were used for working capital.

During the period September 2020, the Company sold 4,800,000 shares of common stock to five “accredited

During September 2020, the Company sold 4,800,000 shares of common stock to five “accredited

investors”, at prices ranging from $0.06 per share and $0.10 per share, for an aggregate purchase price of $410,000.

proceeds were used for working capital.

During October 2020, the Company sold 2,033,333 shares of common stock to five “accredited

investors”, at prices ranging from $0.06 per share and $0.10 per share, for an aggregate purchase price of $170,000.

proceeds were used for working capital.

During October 2020, the Company and the holder of the $20,000 debenture agreed to convert the

principal amount of the $20,000 debenture plus interest accrued and unpaid through the date of the conversion totaling approximately

$20,300 into 160,000 shares of common stock of the Company.

During November 2020, the Company sold 800,000 shares of common stock to an “accredited investor”,

at $0.05 per share, for an aggregate purchase price of $40,000.

The proceeds were used for working capital.

None of the above issuances involved any

5 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 2. Unregistered Sales of Equity Securities