READ THE LAST LINE OF THE SEC FILING, WE SHOULD SEE REVENUE NUMBERS IN THE COMING WEEKS.
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ITEM 3.02 Unregistered Sales of Equity Securities
On October 15, 2009, we issued an aggregate of 82 million shares of our Common Stock in connection with our acquisition of EXX.COM, LLC.
We did not use any underwriter or broker-dealer in connection with the issuance of the shares of our Common Stock.
All of the shares were issued in exchange for our purchase of all of the outstanding membership interests of EXX.COM, LLC under the transaction as previously disclosed in our prior Form 8-K of May 29, 2009.
All of the shares were issued with a restricted securities legend in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933. In each case, each of the persons who acquired the shares of our Common Stock warranted and represented that they were sophisticated and experienced in acquiring the restricted securities of small public companies. In addition, prior to the issuance of the shares: (a) each of the purchasers received disclosures including, but not limited to, a copy of our 2007 and 2008 Form 10-K, a copy of our audited financial statements for our fiscal 2007 and 2008 years ending together with other information about our company and plans; (b) each had access to our officers and directors for the purpose of asking questions and receiving answers to said questions regarding our business and corporate affairs; (c) each had an opportunity to review our corporate and financial books and records; (d) each agreed that they were acquiring the shares of our Common Stock for investment purposes only and not with a view to a distribution; and (e) each understood that our shares were not registered and each stock certificate had a restricted securities legend.
We did not receive any proceeds from the issuance of the 82,000,000 shares of our Common Stock in that we received only the membership interests of EXX.COM, LLC that resulted in EXX.COM, LLC becoming our wholly-owned subsidiary.
We did not pay any fees to any third party in connection with the issuance of the 82,000,000 shares of our Common Stock.
We anticipate filing a further Form 8-K with the Commission in the near future to further disclose the business, operations, and other information regarding EXX.COM, LLC.
