Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We
issued the following securities during the six months ended April 30, 2022 and through the date of this Quarterly Report on Form 10-Q:
1. In
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. The proceeds were used for working capital.
2. In
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.
3. On
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.
4. In
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. The proceeds 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.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not
applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.