SoOum Corp. (fka SOUM)

[dustywest]

1 Billion shares Committed to the “Exchange Agreement”
See Schedule 1.01 at the bottom of this link.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11572515

SO HOW DO YOU COUNT THESE BILLION SHARES IN THE DILUTION HERE?


IN ADDITION TO
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11260886

Item 3.02 Unregistered Sale of Equity Securities.

On March 15, 2016 the Registrant issued 440,000,000 shares of its common stock pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The offering was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, the manner of the offering and the fact that the individuals that received the shares were officers and employees of the Company. In addition, the investors represented that they had the necessary investment intent as required by Section 4(2) and agreed to and received share certificates bearing a legend that stated that the securities were restricted pursuant to Rule 144 of the Securities Act. The shares were issued in exchange for services.