ITEM 2. UNREGISTERED SALES OF
EQUITY SECURITIES
On March 23, 2016, the Company converted
into 23,920,000 shares of common stock, $239 of a note, originally issued by the Company on April 29, 2015.
On February 4, 2016, the Company
converted into 21,000,000 shares of common stock, $1,050 of a note, originally issued by the Company on January 1, 2005.
On February 4, 2016, the Company
converted into 42,452,830 shares of common stock, $2,250 of a note, originally issued by the Company on March 6, 2015.
On January 29, 2016, the Company
converted into 20,041,333 shares of common stock, $1,202 of a note, originally issued by the Company on February 25, 2015.
On January 25, 2016, the Company
converted into 19,000,000 shares of common stock, $950 of a note, originally issued by the Company on January 1, 2005.
On January 20, 2016, the Company
converted into 34,591,195 shares of common stock, $5,500 of a note, originally issued by the Company on March 6, 2015.
On January 12, 2016, the Company
converted into 12,000,000 shares of common stock, $600 of a note, originally issued by the Company on January 1, 2005.
On January 11, 2016, the Company
converted into 15,305,777 shares of common stock, $2,755 of a note, originally issued by the Company on February 25, 2015.
On December 30, 2015, the Company
converted into 14,564,041 shares of common stock, $3,275 of a note and $220 of interest, originally issued by the Company on February
25, 2015.
On December 14, 2015, the Company
converted into 14,627,000 shares of common stock, $3,300 of a note and $210 of interest, originally issued by the Company on February
25, 2015.
On November 20, 2015, the Company
converted into 6,792,166 shares of common stock, $3,080 of a note and $180 of interest, originally issued by the Company on February
25, 2015.
On November 16, 2015, the Company
converted into 6,874,687 shares of common stock, $3,120 of a note and $180 of interest, originally issued by the Company on February
25, 2015.
On November 4, 2015, the Company
converted into 13,122,579 shares of common stock, $5,774 of a note, originally issued by the Company on April 29, 2015.
On October 30, 2015, the Company
converted into 18,300,000 shares of common stock, $9,699 of a note, originally issued by the Company on March 6, 2015.
On October 27, 2015, the Company
converted into 22,075,472 shares of common stock, $11,700 of a note, originally issued by the Company on March 6, 2015.
On October 26, 2015, the Company
converted into 6,493,750 shares of common stock, $3,700 of a note and $196 of interest, originally issued by the Company on February
25, 2015.
On October 22, 2015, the Company
converted into 19,622,642 shares of common stock, $10,400 of a note, originally issued by the Company on March 6, 2015.
On October 21, 2015, the Company
converted into 4,418,182 shares of common stock, $3,540 of a note and $1,320 of interest, originally issued by the Company on February
10, 2015.
On October 19, 2015, the Company
converted into 6,484,300 shares of common stock, $3,700 of a note and $191 of interest, originally issued by the Company on February
25, 2015.
On October 19, 2015, the Company
converted into 13,145,455 shares of common stock, $14,460 of a note, originally issued by the Company on February 10, 2015.
On October 16, 2015, the Company
converted into 16,037,736 shares of common stock, $8,500 of a note, originally issued by the Company on March 6, 2015.
On October 13, 2015, the Company
converted into 2,333,755 shares of common stock, $2,000 of a note and$100 of interest, originally issued by the Company on February
25, 2015.
On October 1, 2015, the Company issued
to a former officer and director of the Company, 20,000,000 restricted shares of common stock. The shares were issued pursuant
to the conversion of $40,000 in outstanding debt held on the books and records of the Company. No solicitation was made and no
underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of shares
pursuant to the Agreement was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of
the Securities Act of 1933.
On September 14, 2015, the Company
converted into 2,657,454 shares of common stock, $10,000 portion of a note, originally issued by the Company on March 6, 2015.
On September 10, 2015, the Company
converted into 4,054,054 shares of common stock, $15,000 of a note, originally issued by the Company on February 10, 2015.
On August 27, 2015, the Company converted
into 519,945 shares of common stock, $3,000 portion of a note and $120 of interest, originally issued by the Company on February
25, 2015.
On August 13, 2015, Kenneth I. Denos,
the Company’s controlling shareholder assigned all 100 shares of Series A Preferred Stock (the “Control Stock”)
of Start Scientific, Inc. (the “Company”) to the Company’s Chief Executive Officer and Chairman Norris R. Harris.
The Control Stock is not convertible into common stock but collectively hold 1,000,000,000 voting rights and are entitled to vote
together with holders of common stock on all such matters upon which common stockholders may vote. As a result, Mr. Harris now
holds a controlling beneficial interest in the Company and may unilaterally determine the election of the Board and other substantive
matters requiring approval of the Company’s stockholders.
On April 1, 2015, the Company issued
1,000,000 shares of common stock of the Company to a consultant for services rendered.
On April 29, 2015, the Company issued
a promissory note in the original principal amount of $53,500 (“Note”) to a lender. The Note matures on April 29, 2016
and carries an interest rate of 10% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable
shares of Common Stock of the Company at (i) the Closing sale price of the Common Stock on the trading day immediately preceding
the Closing Date; or (ii) 55% of the lowest sale price for the fifteen prior days trading of the conversion date.
On March 6, 2015, the Company entered
into a Note Purchase Agreement (the “Note Purchase”) in respect of a credit line and associated convertible debenture
(“Debenture”) in the original principal amount up to $220,000. As of March 6, 2015, the Company recorded a $55,000
draw down and consideration in respect of the credit line. The Debenture matures on March 6, 2016 (the “Maturity Date”),
and bears interest at the rate of 10% per annum. The Debenture, together with all interest as accrued, is convertible into shares
of the Company’s common stock at a price equal to the lower of $.10 or 58% of the lowest trading price of the Company’s
common stock during the 20 previous consecutive trading days.
On February 25, 2015, the Company
issued a promissory note in the original principal amount of $52,500 (“Note”) to a lender. The Note matures on February
25, 2016 and carries an interest rate of 8% per annum. The Note, at the election of the lender is convertible into fully paid and
non-assessable shares of Common Stock of the Company at 60% of the lowest trading price for the fifteen prior days trading, including
the date of conversion.
On February 3, 2015, the Company
issued 5,000,000 shares of its common stock to a consultant of the Company for services rendered.
On February 10, 2015, the Company
issued a promissory note in the original principal amount of $33,000 (“Note”) to a lender. The Note matures on November
12, 2015 and carries an interest rate of 8% per annum. The Note, at the election of the lender is convertible into fully paid and
non-assessable shares of Common Stock of the Company at a 55% discount to the average of the three lowest trading days in the twelve
trading days previous to the conversion.
Exemption From Registration Claimed
All of the sales by the Company of
its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the
“1933 Act”). All of the individuals and/or entities listed above that purchased the unregistered securities were all
known to the Company and its management, through pre-existing business relationships. All purchasers were provided access to all
material information, which they requested, and all information necessary to verify such information and were afforded access to
management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities
for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements
representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or
agreements representing such securities, without such securities either being first registered or otherwise exempt from registration
in any further resale or disposition.