USA Recycling Industries, Inc. (USRI)

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over 7.5mm shares issued between $.028 and .04 in the last month. They are unrestricted and may be a good time to pick up some cheapies this am on mkt downdraft...I have a lowball bid in


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES


On January 22, 2007, Voyager Petroleum, Inc. issued 1,250,000 shares of restricted common stock to an unaffiliated third party at $0.04 per share totaling $50,000 pursuant to a securities purchase agreement at a 33% discount to the closing bid price of the previous trading day.

On January 31, 2007, Voyager Petroleum, Inc. issued 892,858 shares of restricted common stock to an unaffiliated third party at $0.028 per share totaling $25,000 pursuant to a securities purchase agreement based on the closing bid price of the same date.

On February 6, 2007, Voyager Petroleum, Inc. issued 1,500,000 shares of restricted common stock as partial compensation to an unaffiliated third party for consulting services pursuant to a consulting contract valued at $67,500 based on the closing bid price of $0.027 for the trading day preceding the due date of payment.

On February 22, 2007, Voyager Petroleum, Inc. issued 3,861,000 shares of restricted common stock to an unaffiliated third party at $0.028 per share totaling $108,108 pursuant to a securities purchase agreement at a 30% discount to the closing bid price of the previous trading day.

On February 22, 2007, Voyager Petroleum, Inc. issued 1,750,000 shares of restricted common stock to an unaffiliated third party at $0.028 per share totaling $49,000 pursuant to a securities purchase agreement at a 30% discount to the closing bid price of the previous trading day. Warrants to purchase 1,402,750 shares of common stock at an exercise price of $0.18 per share were issued as part of the same transaction. The warrants are exercisable for five years from the date of issuance.

The above shares were issued without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act, as amended.

As of February 28, 2007, there are 85,093,248 shares of common stock issued and outstanding and 1,000,000 shares of preferred stock issued and outstanding.