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HSCO : Hi Score Corp.

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Cassandra Member Level  Monday, 09/03/12 01:00:30 AM
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Post # of 58 
HSCO: Hi Score Corp.
Quote:
On or about June 14, 2010, we sold 2,380,952 shares of our common stock to TJ Management,
Inc. in exchange for $50,000, a company controlled by Joseph Kahlon . We believe several
issuer exemptions are available for our offer and sale to TJ Management. We believe that Section
4(2) and 4(6) of the Securities Act were available for the offer and sale of the shares because: (a)
there was no general solicitation in the offer or sale; (b) all purchasers were accredited investors;
(c) we had a pre-existing relationship with TJ Management; (d) the offer and sale did not involve
a public offering; (e) we did not receive proceeds from any resales of the shares by TJ
Management. We also believe that Rule 504 was available for our offer to TJ Management
because (a) we are not an SEC reporting company;(b) we did not receive proceeds of more than
$1,000,000 in a twelve month period; and (c) we are not a blank check company. Our former
counsel opined the shares could be issued without a restrictive legend. Even though the offer to
TJ management by us was exempt, prior to public resale TJ Management must locate a resale
exemption from the registration requirements of the Securities Act. We believe that as an
accredited investor TJ Management possessed sufficient sophistication and experience to
determine (i) whether a non-issuer exemption from registration is available for its resale; and (i)
whether the safe harbor provided by Rule 144 of the Securities Act is available for its resale.
Page 26 of 28

On or about July 30, 2010, we sold 2,400,000 shares of our common stock to Magna Group,
LLC, a Texas limited liability company controlled by Joshua Sason in exchange for $30,000.
We believe several issuer exemptions are available for our offer and sale to Magna Group, LLC.
Our former counsel opined the shares could be issued without a restrictive legend. Even though
the offer and sale to Magna Group was exempt under Section (4) 2 of the Securities Act because
it did not involve a public offering, prior to its public resale Magna Group must locate a resale
exemption from the registration requirements of the Securities Act. We believe that as an
accredited investor Magna Group possessed sufficient sophistication and experience to determine
(i) whether a non-issuer exemption from registration is available for its resale; and (i) whether
the safe harbor provided by Rule 144 of the Securities Act is available for its resale.

On or about August 4, 2010, we sold 8,000,000 shares of our common stock to Equiti-trend
Advisors LLC, Inc, San Diego, CA, a California limited liability company controlled by Thomas
and James Mahoney, managing partners, in exchange for 4 months of Investor Relations
services at the rate of 2,000,000 shares per month. Our former counsel opined the shares could
be issued without a restrictive legend. Even though the offer and sale to Equiti-trend Advisors
was exempt under Section (4) 2 of the Securities Act because it did not involve a public offering,
prior to its public resale Equiti-trend must locate a resale exemption from the registration
requirements of the Securities Act. We believe that as an accredited investor Equiti-trend
Advisors possessed sufficient sophistication and experience to determine (i) whether a non-issuer
exemption from registration is available for its resale; and (i) whether the safe harbor provided
by Rule 144 of the Securities Act is available for its resale.

On August 23, 2010, we plan to instruct our transfer agent to legend any shares set forth in this
section that remain in certificate form and which were issued without a restrictive legend. We
may have violated Section 5 of the Securities Act and as a result certain investors may have
rescission rights against us and we may be required to pay damages. Consequently certain
investors may have rescission rights as to any securities purchased from us. If this action was
held by a court or other governmental body to be a violation of the Securities Act, we could be
required to repurchase any shares purchased by investors and pay statutory interest and
penalties.

http://www.otcmarkets.com/financialReportViewer?symbol=HSCO&id=35888

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