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Re: $hellKing post# 18990

Friday, 03/16/2018 9:46:59 AM

Friday, March 16, 2018 9:46:59 AM

Post# of 28509
ST_JO they might be planning on .25 and above with exercise price and private placements there 2016



In a private placement during the nine months ended September 30, 2016, the Company sold 60,000 (unaudited) shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $15,000 (unaudited).



In a private placement during the three months ended June 30, 2015, the Company sold 310,000 shares of common stock to accredited investors at a price of $0.25 per share for gross proceeds totaling $77,500.



No underwriters were used and no underwriting discounts or commissions were payable. The shares have been offered and sold by the Company in reliance upon the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended.



The shares were offered and sold only to accredited investors; as such term is defined by Rule 501 of Regulation D. All of the shares sold in the private placement are restricted securities pursuant to Rule 144.



Debt Conversion



None



Equity Awards Granted to Employees



On September 9, 2014, the Company’s Board of Directors extended the deadline for the exercise of the 502,500 options by one year from December 31, 2014 to December 31, 2015. In addition, the Board reduced the exercise price of the options from $1.05 to $0.50. Accordingly, the Company revalued the stock options, which resulted in a charge to share-based compensation totaling $118,350 during the year ended December 31, 2014. On December 31, 2015 the options expired and each member of the Board of Directors was granted a similar amount of shares for a period of one year, expiring on-December 31, 2016. The exercise price of $0.25 per share is greater than the thirty day moving market price of $0.15 per share.




We also hope to acquire other operating companies as subsidiaries and are pursuing suitable candidates for future acquisition that could potentially create value for our existing shareholders. Acquisition targets may be in sectors other than our current sector of providing employment agency services. Although it is not our goal, we would also consider a reverse merger opportunity, if it were seen to be a value creation opportunity for our existing shareholders.

To date, we have not consummated any acquisition and cannot provide any assurance that we will be successful in this endeavor. Any acquisition may be structured as a share exchange and may result in significant dilution to our existing shareholders.

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