On May 4, 2010, the Company agreed to issue 44,859,300 shares of its common stock in reliance upon exemption from registration found in Section 3(a)(10) of the Securities Act in exchange for $448,593 of convertible debt and accrued interest outstanding at December 31, 2009.
Following a fairness hearing, with timely prior notice given to, and the opportunity to be heard thereat by, the creditor, the Circuit Court of the 18 th Judicial Circuit, in and for Seminole County, Florida, determined that it had jurisdiction, and found, as a matter of fact, and declared, as a matter of law, that the terms of the exchange of that the terms of the exchange of that debt for those shares of the Company were “fair” to the creditor. Thereupon, the creditor assigned its right to receive those shares to other persons. Absent such a finding from the Court approving the exchange and declaring it to be fair to the creditor, there would have been no basis for the Company to have relied upon the exemption set forth in Section 3(a)(10) for the issuance of those securities.
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