Item 3.01 Unregistered Sales of Equity Securities. At the closing of the Acquisition described in Item 2.01 of this Current Report on Form 8-K, on May 13, 2011, and in consideration for all of the Sunlogics Shares purchased in the Acquisition, the Registrant issued 20,000,000 shares of its Common Stock and 20,000,000 stock purchase warrants to the Seller, in reliance on the exemption from registration requirements of the Securities Act provided under Regulation S promulgated thereunder (“Regulation S”).The shares of Common Stock issued to the Seller are restricted securities, as such term is defined pursuant to Rule 144 under the Securities Act and are subject to Regulation S. http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7932004
Rule 144: Rule 144, promulgated by the SEC under the 1933 Act, permits, under limited circumstances, the sale of restricted and controlled securities without registration. In addition to restrictions on the minimum length of time for which such securities must be held (at least 6 months) and the maximum volume permitted to be sold, the issuer must agree to the sale. If certain requirements are met, Form 144 must be filed with the SEC. Often, the issuer requires that a legal opinion be given indicating that the resale complies with the rule. The amount of securities sold during any subsequent 3-month period generally does not exceed any of the following limitations:
- 1% of the stock outstanding - the average weekly reported volume of trading in the securities on all national securities exchanges for the preceding 4 weeks - the average weekly volume of trading of the securities reported through the consolidated transactions reporting system (NASDAQ) http://en.wikipedia.org/wiki/Rule_144
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