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UglyAmerican

04/15/15 10:07 PM

#1694 RE: FSUBCSchamps #1687

Recent Sales of Unregistered Equity Securities

During the three months ended December 31, 2014, we issued a total of 220,000 shares of our common stock to six consultants and one consulting firm for consulting services and product distribution license fees valued at a total of $109,100 based on the closing price of our common stock on the day before the issuance of the shares was approved by our board of directors.



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In connection with the above stock sales, we did not pay any underwriting discounts or commissions. None of the sales of securities described or referred to above was registered under the Securities Act of 1933, as amended (the “Securities Act”). We had or one of our affiliates had a prior business relationship with each of the purchasers, and no general solicitation or advertising was used in connection with the sales. In making the sales without registration under the Securities Act, we relied upon the exemption from registration contained in Section 4(2) of the Securities Act.