Item 3.02 Unregistered Sale of
On
Name Shares Consideration William Alessi 7,000,000 Partial conversion of promissory note in the principal amount of$7 ,000: Chris P. Chumas 7,000,000 Partial conversion of promissory note in the principal amount of$7,000
The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of these securities. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the issuance of these securities.
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