ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Between
December 6 and December 29, 2016, the Company issued 815,316 shares of the Company’s common stock to non-affiliates of the
Company to convert $407,658 of debt into equity at a conversion price of $0.50 per share. These are the shares listed in the first
group below. Between December 6 and December 20, 2016, the Company issued an aggregate of 1,879,803 shares of its common stock
to non-affiliates of the Company for other consideration, which are included in the second group below.
SHARES
ISSUED UPON CONVERSION OF DEBT:
Effective
as of December 6, 2016, the Company issued 40,170 shares of the Company’s common stock at a price of $0.50 per share to
one entity for the conversion of accounts payable of the Company. These securities were issued following an arm’s-length
negotiation between the Company and the recipient, and no general solicitation was used. These securities were issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 7, 2016, the Company issued 249,520 shares of the Company’s common stock at a price of $0.50 per share to
one entity for the conversion of accounts payable of the Company. These securities were issued following an arm’s-length
negotiation between the Company and the recipient, and no general solicitation was used. These securities were issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 7, 2016, the Company issued 51,000 shares of the Company’s common stock at a price of $0.50 per share to
one entity for the conversion of accounts payable of the Company. These securities were issued following an arm’s-length
negotiation between the Company and the recipient, and no general solicitation was used. These securities were issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 19, 2016, the Company issued 70,000 shares of the Company’s common stock at a price of $0.50 per share to
one entity for the conversion of accounts payable of the Company. These securities were issued following an arm’s-length
negotiation between the Company and the recipient, and no general solicitation was used. These securities were issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 20, 2016, the Company issued 8,380 shares of the Company’s common stock at a price of $0.50 per share to
one entity for the conversion of accounts payable of the Company. These securities were issued following an arm’s-length
negotiation between the Company and the recipient, and no general solicitation was used. These securities were issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 29, 2016, the Company issued 396,246 shares of the Company’s common stock at a price of $0.50 per share to
one entity for the conversion of a note payable plus its accrued interest of the Company. These securities were issued following
an arm’s-length negotiation between the Company and the recipient, and no general solicitation was used. These securities
were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving
any public offering.
SHARES
ISSUED FOR OTHER CONSIDERATION:
Effective
as of December 6, 2016, the Company issued 50,000 shares of the Company’s common stock to one entity in connection with
an Investor and Public Relations Consulting Agreement. The shares are earned on date of issue and are priced at $0.15 per share.
These securities were issued following an arm’s-length negotiation between the Company and the recipient, and no general
solicitation was used. These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 6, 2016, the Company issued 125,000 shares at a price of $0.21 of the Company’s common stock and warrants
to purchase an additional 50,000 shares of the Company’s common stock to one entity in connection with an Investor and Public
Relations Consulting Agreement. The warrants are fully vested, have an exercise price of $0.50 per share, and expire on August
15, 2019. These securities were issued following arm’s-length negotiations between the Company and the recipient, and no
general solicitation was used. These securities were issued in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 7, 2016, the Company issued 68,636 shares of the Company’s common stock to one entity in connection with
an Investor and Public Relations Consulting Agreement. The shares are earned on date of issue and are priced at $0.2899 per share.
These securities were issued following an arm’s-length negotiation between the Company and the recipient, and no general
solicitation was used. These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 7, 2016, the Company issued 450,000 shares of the Company’s common stock to one entity in connection with
an Investor and Public Relations Consulting Agreement. The shares are earned on date of issue and are priced at $0.22 per share.
These securities were issued following an arm’s-length negotiation between the Company and the recipient, and no general
solicitation was used. These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 7, 2016, the Company issued 466,167 shares of the Company’s common stock at a price of $0.03 per share to
one entity for the conversion of a note payable plus its accrued interest of the Company. These securities were issued following
an arm’s-length negotiation between the Company and the recipient, and no general solicitation was used. These securities
were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving
any public offering.
Effective
as of December 8, 2016, the Company issued 20,000 shares of the Company’s common stock at a price of $1.00 per share to
one entity for the conversion of accounts payable of the Company. These securities were issued following an arm’s-length
negotiation between the Company and the recipient, and no general solicitation was used. These securities were issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of December 20, 2016, the Company issued 650,000 shares of the Company’s common stock to one entity in connection with
an Investor and Public Relations Consulting Agreement. The shares are earned on date of issue and were issued in consideration
of entry into the agreement and payment of $200.00. These securities were issued following an arm’s-length negotiation between
the Company and the recipient, and no general solicitation was used. These securities were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
EXPLANATORY
NOTE
The
information in Item 9.01 of this report is being furnished pursuant to Item 9.01 of Form 8-K and General Instruction B.2 thereunder.
Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.