Companies mkt cap as of right now is 4.5MM:
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
Release Agreement
In January 2008 the Company entered into agreements that resulted in the Company becoming a guarantor of certain debt issued by GreenShift Corporation ("GreenShift"), EcoSystem's former parent company, to YA Global Investments, LP ("YAGI"), the beneficiary of the Company's guaranty. This guaranty was entered into because the Company was the beneficiary of the projects being funded with the proceeds deriving from the debt issued by GreenShift to YAGI. As of March 31, 2009, the outstanding principal and accrued interest of the debt was $48,406,629. Effective on June 30, 2009, the Company entered into agreements with GreenShift, various of its subsidiaries and YAGI pursuant to which the Company was released from its guaranty obligations.
Issuance of Common Stock
The Company issued 120,998,531 shares of common stock upon the conversion of debt between May 19, 2009 and July 29, 2009. The new shares were issued in separate transactions with four investors, each of whom exercised its right to convert derivative securities issued by the Company in prior periods. The issuances were exempt from registration under Section 5 of the Securities Act by reason of Section 4(2) of said Act, as the investors were sophisticated, were given access to information about the Company, and had taken the securities for investment. There were no underwriters.
At the end of July 2009 the Company issued 250,000,000 shares of common stock to several consultants to the Company. The shares were issued in consideration of prior consulting services, and were valued at $0.001 per share, the market value on the date of issuance. The issuances were exempt from registration under
Section 5 of the Securities Act by reason of Section 4(2) of said Act, as the consultants were sophisticated, were given access to information about the Company, and had taken the securities for investment. There were no underwriters.
There are now about 1,044,622,356 shares of common stock outstanding, of which 400,000,000 previously issued to Viridis Capital, LLC, the Company's majority shareholder, are pending cancellation as disclosed in the Company's Form 10Q for the three months ended March 31, 2009 (Note 9, Subsequent Events). The Company's common shares outstanding after the cancellation of the 400,000,000 shares previously issued to Viridis is completed will be 644,622,356.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 29, 2009 ECOSYSTEM CORPORATION
By: /s/Kevin Kreisler
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Kevin Kreisler
Chairman