Item 3.02 Unregistered Sales of
Since the filing of the Form 10-Q for the quarter ended
Issuance of Board Compensation to new Directors. On
Issuance of Board Compensation to Directors and Independent Contractors.On
Issuance of Board Compensation to Directors and Independent Contractors.On
Issuance to Related Parties on Debt Conversion. On
In the aggregate, since the last quarterly report filed by the Company, a total of 11,785,785 shares were issued. Following these issuances, the Company has 44,854,737 shares of common stock outstanding.
The issuance of the common stock in each of these four transactions was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based on the following factors: (a) the issuance of the securities were in isolated private transactions by us which did not involve a public offering; (b) there was only a small number of buyers, each of which served in capacities as officers, directors, or independent contractors of the Company and are knowledgeable about the operations of the Company through the positions and roles in which they serve; (c) there were no contemporaneous public offerings of securities by MJHI; and (c) the negotiations for the issuance of the securities took place directly between the Company and the recipients of the shares. No selling commissions or other remuneration was paid by MJHI in these transactions.
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