ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by the Company:
1(a) On
b. The shares issued under 1(a) (vi) above were issued to 13 Note holders without registration under the Securities Act of 1933 as amended (the "Securities Act") in reliance upon Section 4(a)(2) of the Securities Act. The shares issued will be "restricted securities" under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company's customary restrictive legend; provided that some investors who are non-affiliates of the Company and who have not been affiliates for at least 90 days may be eligible to have the restrictive legend removed.
c. The Company paid a solicitation fee of
d. The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 4(a)(2) thereunder.
e. The terms of the conversions of debt are disclosed in Item 1.a above.
f. Not applicable.
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