ITEM 3.02
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Unregistered Sales of Equity Securities.
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Effective February 3, 2017, we entered into a securities
purchase agreement with JDF Capital Inc. pursuant to which we have issued to
JDF, in consideration for $73,500 (plus $5,000 in legal fees) a 12 month, 10%
discounted convertible promissory note in the amount of $80,850. The promissory
note bears interest at the rate of 10% per annum and is convertible into shares
of our common stock at a price per share equal to a 50% discount to the lowest
trading price of our common stock reported on the OTC Markets during the 20
trading days preceding the applicable notice of conversion.
Effective March 1, 2017, we entered into a securities purchase
agreement with Concord Holding Group, LLC pursuant to which we have issued to
Concord, in consideration for $164,750, a 12 month, 10% discounted convertible
promissory note in the amount of $183,056. The promissory note bears interest at
the rate of 10% per annum and is convertible into shares of our common stock at
a price per share equal to the lesser of $0.005 or a 50% discount to the lowest
trading price of our common stock reported on the OTC Markets during the 20
trading days preceding the applicable notice of conversion.
2
Also effective March 1, 2017, we entered into a securities
purchase agreement with JDF Capital Inc. pursuant to which we have issued to
JDF, in consideration for $164,736 (plus $6,336 in legal fees) a 12 month, 10%
discounted convertible promissory note in the amount of $181,209. The promissory
note bears interest at the rate of 10% per annum and is convertible into shares
of our common stock at a price per share equal to a 50% discount to the lowest
trading price of our common stock reported on the OTC Markets during the 20
trading days preceding the applicable notice of conversion.
Effective March 13, 2017, we entered into a securities purchase
agreement with Concord Holding Group, LLC pursuant to which we have issued to
Concord, in consideration for $78,000, a 12 month, 10% discounted convertible
promissory note in the amount of $85,800. The promissory note bears interest at
the rate of 10% per annum and is convertible into shares of our common stock at
a price per share equal to the lesser of $0.005 or a 50% discount to the lowest
trading price of our common stock reported on the OTC Markets during the 20
trading days preceding the applicable notice of conversion.
Effective March 20, 2017, we entered into a securities purchase
agreement with JDF Capital Inc. pursuant to which we have issued to JDF, in
consideration for $78,000 (plus $3,000 in legal fees) a 12 month, 10% discounted
convertible promissory note in the amount of $85,800. The promissory note bears
interest at the rate of 10% per annum and is convertible into shares of our
common stock at a price per share equal to a 50% discount to the lowest trading
price of our common stock reported on the OTC Markets during the 20 trading days
preceding the applicable notice of conversion.
Effective March 28, 2017, we entered into a securities purchase
agreement with Concord Holding Group, LLC pursuant to which we have issued to
Concord, in consideration for $128,800, a 12 month, 10% discounted convertible
promissory note in the amount of $141,680. The promissory note bears interest at
the rate of 10% per annum and is convertible into shares of our common stock at
a price per share equal to the lesser of $0.005 or a 50% discount to the lowest
trading price of our common stock reported on the OTC Markets during the 20
trading days preceding the applicable notice of conversion.
We issued the above described promissory notes to Concord
Holding Group, LLC and JDF Capital Inc. in reliance on Rule 506 of Regulation D
of the Securities Act of 1933, as amended, on the basis that each Concord and
JDF represented to our company that they are an accredited investor as such
term is defined in Rule 501(a) of Regulation D.