Item 3.02. Unregistered Sales of Equity Securities. During the period from January 11, 2012 to January 13, 2012 three persons who held shares of the Company's Series A Preferred Stock converted such shares into an aggregate of 8.5 million shares of the Company's Common Stock. Pursuant to agreements between such stockholders and the Company the conversions were effected at a rate of $.01 per share of Common Stock rather than the conversion rate of $.03 per share provided in the terms of the Series A preferred Stock. The shares of Common Stock were issued pursuant an exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act for securities exchanged with existing securities exclusively where no commission or other remuneration is paid or give directly or indirectly for soliciting such exchange.
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