On April 8, 2014, we received a notice of conversion from JDF to convert 159,825 Preferred Shares outstanding due to JDF into 6,948,913 shares of our company’s common stock at a deemed conversion rate of USD$0.0230 per share, pursuant to the conversion terms of the Preferred Shares, the SPA and the Settlement Agreement.
As of April 8, 2014, we issued 6,948,913 to one person pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.
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