Item 1.01. Entry into a Material Definitive Agreement.
On
All funds borrowed bear interest at 15% per year, are secured by
substantially all of the Company's assets, and are due and payable on
The Lender will receive two shares of the Company's restricted common stock
for every
At the option of the Lender, the amounts loaned to the Company may be
converted into shares of the Company's common stock. The number of shares to be
issued will be determined by dividing the amount to be converted by the
Conversion Price. The Conversion Price is the lessor of: (1)
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant. See item 1.01 of this report.
Item 3.02. Unregistered Sale of
The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities described in Item 1.01 of this report. The person who acquired these securities was a sophisticated investor and was provided full information regarding the Company's business and operations. There was no general solicitation in connection with the issuance of these securities. The person who acquired these securities acquired them for its own account. The certificates representing the shares of common stock 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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