Accredited Solutions Inc (ASII)

[lmcat]

Is this correct? Both these guys live in England!

John Graham Rhoden as of 9/30/2011 owned 45,000,000 shares
Daniel M. Ferris, CEO, as of 9/30/2011 owned 15,000,000 shares


ITEM 3.02 Unregistered Sales of Equity Securities.

On September 14, 2011, Lone Star Gold, Inc. (the “Company”) completed a private placement of 238,095 shares of common stock, $0.001 par value per share, of the Company (“Common Stock”), to North American Gold Corp., a company formed under the laws of the Marshall Islands (“North American”). The Company sold the shares at a price of $0.84 per share, resulting in total proceeds of $200,000 to the Company. The sale of the shares to North American represents the first sale of Common Stock under an Investment Agreement between the Company and North American, which was previously disclosed on the Company’s Current Report on Form 8-K filed with the Commission on August 29, 2011 (the “Investment Agreement”).

The proceeds will be used to fund the exploration and development of gold and silver mining concessions in the La Candelaria project in Chihuahua, Mexico, according to a work plan established for the project. The concessions to be explored are held by a Mexican company in which the Company has a majority ownership interest. Further information regarding the exploration program is contained in the Company ’ s press release attached hereto as Exhibit 99.4.

In addition, on September 15, 2011, the Company issued 300,000 shares of Common Stock to Homero Bustillos Gonzalez (“Gonzalez”), a resident of Mexico. The shares were issued to satisfy the Company’s obligations as set forth in an Assignment Agreement dated August 17, 2011 (the “Assignment Agreement”) between the Company, Gonzalez and American Gold Holdings, Ltd., a company organized under the laws of the British Virgin Islands (“American Gold”), pursuant to which the Company assumed the obligations of American Gold under an Option Agreement regarding the gold and silver mining concessions in the La Candelaria project. The Assignment Agreement was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 22, 2011.

Neither the issuance of the 238,095 shares of Common Stock to North American, nor the issuance of the 300,000 shares of Common Stock to Gonzalez, was registered under the Securities Act of 1933.
Instead, each private placement was completed in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933. Each of North American and Gonzalez has represented to the Company that each is not a “US person” as defined in Regulation S, and that each is acquiring the securities issued by the Company for investment purposes only and not with a view towards distribution. The shares of Common Stock issued to North American and to Gonzalez will be “restricted securities” and any subsequent resale or transfer of those shares will have to be made pursuant to an exemption or registration under the Securities Act of 1933, as amended.