What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-06-14 compared with 2022-03-16 · 22 added, 25 removed, 1 unchanged (98% of the section changed)

Sales of Equity Securities and Use of Proceeds

We issued the following securities during the three

months ended January 31, 2022 and through the date of this Quarterly Report on Form 10-Q:

November 2021, the Company sold an aggregate of 8,000,000 shares of common stock to one “accredited

investor” at $0.05 per share for an aggregate purchase price of $400,000.

were used for working capital.

January 2022, the Company sold an aggregate of 666,667 shares of common stock to one “accredited

investor” at $0.03 per share for an aggregate purchase price of $20,000.

price was paid through an offset of an outstanding balance owed by the Company to the investor

at the time of the sale of $20,000.

January 11, 2022, the Company entered into a Securities Purchase Agreement with AJB Capital

Investments, LLC (the “Purchaser”) pursuant to which we sold a Promissory Note

in the principal amount of $600,000 to the Purchaser in a private transaction for a purchase

price of $540,000 (giving effect to original issue discount of $60,000).

The proceeds were

used for working capital.

February 2022, the Company sold an aggregate of 8,333,333 shares of common stock to one “accredited

investor” at $0.03 per share for an aggregate purchase price of $250,000.

were used for working capital.

None of the above issuances involved any underwriters,

underwriting discounts or commissions, or any public offering and we believe were exempt from the registration requirements of the Securities

Act by virtue of Section 4(a)(2) and Regulation D promulgated thereunder due to the fact that there was no solicitation or advertising

and the did not involve a public offering of securities.

Unregistered Sales of Equity Securities and Use of Proceeds

issued the following securities during the six months ended April 30, 2022 and through the date of this Quarterly Report on Form 10-Q:

November 2021, the Company sold an aggregate of 8,000,000 shares of common stock to

one “accredited investor” at $0.05 per share for an aggregate purchase price

The proceeds were used for working capital.

January 2022, the Company sold an aggregate of 666,667 shares of common stock to one

“accredited investor” at $0.03 per share for an aggregate purchase price of $20,000.

The purchase price was paid through an offset of an outstanding balance owed by the Company

to the investor at the time of the sale of $20,000.

January 11, 2022, the Company entered into a Securities Purchase Agreement with AJB

Capital Investments, LLC (“AJB”) pursuant to which we sold a Promissory Note

in the principal amount of $600,000 to AJB in a private transaction for a purchase price

of $540,000 (giving effect to original issue discount of $60,000).

The proceeds were used

for working capital.

February 2022, the Company sold an aggregate of 8,333,333 shares of common stock to

one “accredited investor” at $0.03 per share for an aggregate purchase price

The proceeds were used for working capital.

of the above issuances involved any underwriters, underwriting discounts or commissions, or any public offering and we believe were exempt

from the registration requirements of the Securities Act by virtue of Section 4(a)(2) and Regulation D promulgated thereunder due

to the fact that there was no solicitation or advertising and the did not involve a public offering of securities.

Defaults upon Senior Securities

Safety Disclosures

Not applicable.

Mine 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

Item 2. Unregistered Sales of Equity Securities