Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the six months ended June 30, 2014 we issued 789,032,326 shares of our common stock in exchange for cash. The shares were valued at $.005 per share and reflected approximately 50% of the share market value at the time of issuance. The shares are not registered and are subject to restrictions as to transferability All of the above issuances were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above- referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.
The last paragraph is BLTA attesting under Sarbanes-Oxley that everyone who bought those 789 million shares is an accredited investor (millionaire) or an officer or insider.
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