Item
3.02 Unregistered Sales of Equity Securities
On
September 30, 2016, Peter James Smith, the Company’s Chief Executive Officer, converted $54,402.39 of accrued salary into
2,720,120 shares of the Company’s common restricted stock at a conversion price of $.02 per share.
On
September 30, 2016, Enzo Taddei, the Company’s Chief Financial Officer, converted $73,133.93 of accrued salary into 3,656,697
shares of the Company’s common restricted stock at a conversion price of $.02 per share.
On
September 30, 2016, Patrick V. Dolan, the Company’s Managing Director, converted $26,477.25 of accrued salary into 1,323,863
shares of the Company’s common stock at a conversion price of $.02 per share.
On
September 30, 2016, Colin Copeland, a Company employee, converted $18,000 of accrued salary into 900,000 shares of the Company’s
common stock at a conversion price of $.02 per share.
On
September 30, 2016, James Robert Payne, a Company employee, converted $31,984.80 of accrued salary into 1,599,240 shares of the
Company’s common stock at a conversion price of $.02 per share.
On
September 30, 2016, Zara Victoria Clark, a Company employee, converted $15,666.70 of accrued salary into 783,335 shares of the
Company’s common stock at a conversion price of $.02 per share.
As
a result of the six conversions described above, the Company issued an aggregate of 10,983,255 restricted shares of common
stock to Messrs. Smith, Taddei, Dolan, Payne, Copeland and Miss Clark.
The
above shares of commons stock were issued in reliance on the exemption from the registration requirements of the Securities Act
of 1933, as amended, provided by Section 4.(a)(2) of the Securities Act of 1933, as amended.