ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
1. See the description of the Hoppel Note in Item 1.01 above.
2. We issued a total of 450,052,453 shares of common stock between October 20, 2015 and December 18, 2015 pursuant to notices of conversion delivered directly to our stock transfer agent by the holders of our debt instruments as follows:
On October 20, 2015, we issued 40,000,000 shares to AGS Capital Group to convert $4,800.00 of the principal owed under a $19,000 note issued on January 8, 2014 filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q filed on April 21, 2014. The issuance was made pursuant to an October 6, 2015 notice of conversion.
To LG Capital Funding, LLC, on October 21, 2015, November 4, 2015, and November 12, 2015, we issued 54,626,181 shares, 63,934,454 shares, and 91,491,818 shares, respectively, to convert $6,008.88, $7,032.79, and $5,032.35
of the principal and interest owed under a $18,000 9% Convertible Redeemable Promissory Note dated as of April 16, 2015. The issuances were made pursuant to October 21, 2015, November 3, 2015, and a November 10, 2015 notices of conversion, respectively.
On December 18, 2015, we issued 200,000,000 restricted shares to Russell C. Weigel, III, P.A., to pay $20,000 in legal fees pursuant to an agreement executed on December 11, 2015. The shares were issued at a price of $0.0001 per share.
The securities in paragraphs 1 and 2 above, and the underlying debt instruments where applicable, were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, or pursuant to Rule 506(b) of Regulation D. The shares were issued in private transactions, and all of the purchasers had a professional or lender relationship with us such that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to their respective acquisitions of our securities. All of the purchasers were aware that the shares of common stock offered had not been registered under the Securities Act or under any state securities laws and could not be re-offered or re-sold without registration with the SEC or without an applicable exemption from the registration requirements. All of the purchasers understood the economic risk of an investment in our securities. Neither we nor any person acting on our behalf offered or sold the securities by any form of general solicitation or general advertising.
3. We are issuing 250,000,000 shares of common stock as part of a settlement of a litigation matter described in Section 8 below.