Do not forget about this from May as these are not yet spoken for by anyone and not sold at market yet either.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On May 21, 2010 we issued a total of 53,250,000 shares of our common stock to eight shareholders for services rendered to us. In addition, on such date we issued a total of 708,200 shares of our preferred stock to three shareholders for services rendered to us. This included 620,000 shares to Lee Miller through his Miller Family Trust, 84,200 shares to David Otterbach and 4,000 shares to David Worrell. These individuals are all members of our Board of Directors and Lee Miller is our President and CEO.
We claim an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an “accredited investor” and/or qualified institutional buyer, these shareholders had access to information about us, the shareholders are taking the securities for investment and not resale, and we are taking appropriate measures to restrict the transfer of the securities.
