Item
3.02 Unregistered Sales of Equity Securities
Consultant
Issuances
Between
January 31, 2017 and February 8, 2017, the Company issued to consultants an aggregate of 14,687,499 shares of the Company’s
common stock in lieu of cash consideration.
The
securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act.
Make
Good Issuances
In
connection with certain one-time make good agreements, on January 31, 2017, the Company issued an aggregate of 1,718,990 shares
of its common stock to certain holders of its common stock.
The securities
above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities
Act since, among other things, the transactions did not involve a public offering.
Conversion
of Notes
Between
January 27, 2017 and February 8, 2017, holders of convertible promissory notes converted an aggregate principal and interest amount
of $81,232 into an aggregate of 33,846,462 shares of the Company’s common stock.
The securities
above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities
Act since, among other things, the transactions did not involve a public offering.
Private
Placement
Between
January 20, 2017 and February 3, 2017, the Company sold, in a private placement, an aggregate of 18,700,000 shares of its common
stock to accredited investors for an aggregate consideration of $93,500 (the “Offering”). The shares issued in this
Offering are subject to price protection for a period of one year from the issuance of the shares providing that under certain
circumstances, the Company will issue additional shares of common stock of the Company for no additional consideration to the
subscribers thereunder. The subscribers agree to the lock-up provision, under which subject to certain terms and conditions therein,
the subscribers shall not sell any of their shares of common stock of the Company obtained in this Offering for a period of twelve
months.
The
securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not
involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in
connection with any distribution thereof.