Item 3.02 Unregistered Sales
of Equity Securities
Consultant Issuances
On February 28, 2017, the Company
issued to consultants an aggregate of 5,357,143 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 February 28, 2017, the Company issued an aggregate of 2,327,757 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
On March 10, 2017, holders
of convertible promissory notes converted an aggregate principal and interest amount of $43,966 into an aggregate of 21,982,877
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 February 28, 2017 and March
9, 2017, the Company sold, in a private placement, an aggregate of 14,300,000 shares of its common stock to accredited investors
for an aggregate consideration of $71,500 (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 and/or Regulation S 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.
Series C Share Issuance
On
March 14, 2017, the Company issued 1,000 shares of newly-created Series C Preferred Stock to the Company’s Chief Executive
Officer and Director, T. Riggs Eckelberry.
The terms of the Series C Preferred
Stock are discussed more fully in Item 5.03 of this filing.
The securities above were offered
and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended
(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.
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