ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective
As compensation for the Services, the Consultant shall receive a commission of
five percent (5%) of the Registrant's gross revenues plus warrants (the
"Warrants") to purchase, initially, One Million (1,000,000) shares of the
Registrant's common stock, par value
The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the Consulting Agreement and the Purchase Warrant Agreement attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 5.01.
The securities referred to, above, were issued without registration under the
Securities Act of 1933, as amended (the "Securities Act") in reliance on the
exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule
506(b) of Regulation D promulgated thereunder. All of the foregoing securities
as well the Common Stock issuable upon conversion or exercise of such
securities, have not been registered under the Securities Act or any other
applicable securities laws and are deemed restricted securities, and unless so
registered, may not be offered or sold in
(a) Exhibits Number Description 10.1 Consulting Agreement 10.2 Warrant Purchase Agreement 1
© Edgar Online, source