Gino, you need to check NYS criminal usury laws as they apply to ALL consideration given in exchange for a note. In NY, that includes the dollar value of the interest rate charged, the value of the securities, whether issued directly or via warrants or options, etc..... plus the $20K cash that was deducted, and figure that against a 360 day year, you'll have your answer. If it exceeds $375K......... the 900,000 shares you issued alone account for $270,000. You also have $120,000 in straight interest charged at 8%. That adds up to $390,000 if my calculations are correct.