SIGNATURE LEISURE, INC. Report on Form 8-K
Section 3 – Securities and Trading Markets Item 3.02 – Unregistered Sales of Equity Securities
On August 30, 2006, we sold 22,727,272 shares of our common stock at a price of $0.022 per share for a total of $500,000. This amount was paid in exchange for the satisfaction of $500,000 of accrued bonus and salary owed Stephen W. Carnes in the amount of $750,000. The Issuance is subject to forfeiture in that the company may revoke the shares within two years of issuance for cause, at its discretion.
These shares were sold to Stephen W. Carnes our CEO and sole Director. Mr. Carnes is a beneficial holder of our common stock who directly and indirectly controls 47.9% (inclusive of this purchase) of the issued and outstanding common stock. Prior to this issuance Stephen W. Carnes our CEO and sole Director controlled directly or indirectly 37.6% of the issued and outstanding common stock.
This private offering we believe to be exempt from registration under Regulation D promulgated under Section 4(2) of the Securities Act. We also believe this private offering to be exempt from registration under Regulation S, as the purchaser is domiciled and transaction occurred outside the United States. The sales of stock were strictly limited to individuals and entities, each of whom was an accredited investor, as that term is defined in Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act and had adequate access to information pertaining to our Company. Furthermore, no advertisements were made, no commissions were paid and the securities are restricted pursuant to Rule 144.
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