Item 3.02 Unregistered Sales of
As previously disclosed, we have entered into agreements with key consultants to
provide necessary services and expertise for the development of the Company's
proposed projects. We have agreed to issue shares of our common stock to the
consultants in lieu of cash compensation in order to conserve working capital
and to align the interests of the consultants with those of our shareholders.
The consultants include parties related to our two directors,
We have been unable to issue the shares earned by the consultants due to a lack
of available authorized shares of our common stock. Effective
In addition, we offered consultants the option of converting remaining past due
fees into shares of common stock at a conversion rate equal to the 110% of the
rate that unrelated third party convertible debt holders have converted into
shares of common stock. Beginning on
The issuance of common stock described in this Item 3.02 were not registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
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