NUUU Rejuvel Bio Sciences Inc (CE)

Item 3.02 – UNREGISTERED SALES OF EQUITY SECURITIES

Effective September 28, 2016, the Board of Directors of Rejuvel Bio-Sciences, Inc., a Florida corporation (the “Company”), with the approval of a majority of its shareholders by written consent, approved the issuance of 17,253 shares of Series A Preferred Stock at a price per share of $2.898, to our President and Director, in exchange for the cancellation of $50,000 of indebtedness.

Effective September 28, 2016, the Board of Directors of Rejuvel Bio-Sciences, Inc., a Florida corporation (the “Company”), with the approval of a majority of its shareholders by written consent, approved the issuance of 6,896,552 shares of Series C Preferred Stock at a price per share of $0.0029, to our President and Director, in exchange for the cancellation of $20,000 of indebtedness.

Effective November 1, 2016, the Board of Directors of Rejuvel Bio-Sciences, Inc., a Florida corporation (the “Company”), with the approval of a majority of its shareholders by written consent, approved the issuance of 330,000,000 shares of Common Stock at a price per share of $0.001, to our President and Director, in exchange for the cancellation of $330,000 of indebtedness.

We claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale, the recipient took securities in exchange for other securities already held in the Company, we took appropriate measures to restrict transfer, and the recipient had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuance and the Company paid no underwriting discounts or commissions.