Basanite Inc. (BASA)

[threewheeler]

Effective December 20, 2012, MMAX Media, Inc. (the “ Company ” ) issued an aggregate of 28,527,520 shares of restricted common stock pursuant to the conversion, and in satisfaction of, a series of 7% convertible promissory notes in the aggregate principal amount of $264,000. The notes were originally issued on various dates between June 24, 2012 and December 13, 2012. The notes were convertible at the option of the holders into shares of the Company’s common stock at conversion prices ranging from $0.005 per share to $0.011 per share. At December 20, 2012 the outstanding amounts under the notes, including interest, was $267,574. The Company issued the shares under the exemption from registration provided by Section 4(2) of the Securities Act. The certificates representing the shares contain a legend restricting transferability absent registration or applicable exemption.