from page 19 of the last report..there is a far amount to read in the report I posted...
Recent Sales of Unregistered Securities
On April 26, 2011, we authorized the issuance of 333,334 shares of common stock pursuant to a subscription agreement for cash proceeds of
$50,000. As of February 29, 2012, the shares are unissued.
On December 1, 2010, we entered into a consulting agreement with Front Range Consulting for a term of two years expiring on November 30,
2012. On January 28, 2011, we agreed to amendment the December 2010 agreement with the inclusion of additional compensation of
1,000,000 shares of our common stock fair valued at $200,000 to be deemed fully earned on the date of amendment. On September 20, 2011,
we agreed to further amend the December agreement for the issuance of an additional 2,500,000 shares of common stock fair valued at
$375,000 also deemed to be fully earned on the date of amendment.
On August 15, 2011, we entered into a second consulting agreement with Front Range Consulting to assist our financing activities in exchange
for 1,000,000 shares of our common stock fair valued at $150,000 deemed fully earned pursuant to the agreement.
In September 2011, we authorized the issuance of 2,000,000 shares of common stock to an individual for advisory services valued at $300,000.
As of February 29, 2012 1,800,000 shares were unissued of which 1,000,000 shares were subsequently issued on April 17, 2012,
On March 28, 2012, we issued 6,000,000 shares to Mr. Kristian Schiørring, our Chief Executive Officer, and 6,000,000 shares to Mr. Henrik
Dahlerup, our Chief Operating Officer, as compensation for their services to our company in 2011.
On May 21, 2012, we issued 12,000,000 shares each to our officers as compensation for services rendered for the period beginning January 1,
2012 through June 30, 2012. In connection with the grant, the officers agreed to waive their right to the 5,000,000 shares due them per their
respective employment agreements that were entered into on March 5, 2012.
We issued 4,000,000 shares previously authorized for Front Range Consulting Agreement.
On April 17, 2012, we issued 1,000,000 shares of common stock previously authorized to Mr. Phil Sands for advisory services.
On May 14, 2012, we issued a promissory note in the amount of $38,787 to Magna Group for the assumption of liabilities. The note was
converted the note in to 5,730,400 shares of common stock on May 17, 2012.
On May 14, 2012, we entered into an Investment Agreement with Dutchess Opportunity Fund II. to sell up to an aggregate of $10,000,000 of
the Company’s common stock at a 5% discount to market. Per the agreement, the Company issued 1,327,434 shares of its common stock as a
preparation fee to Dutchess.
On May 14we amended our articles of incorporation to increase our authorized capital from 200,000,000 to 400,000,000 shares of common
stock.
On May 23, 2012, we entered into a Consulting Agreement with Grey Bridge Capital and issued 750,000 shares of common stock valued at
$12,225. Cash compensation totaled due under the agreement totals $10,000.
The above shares were issued pursuant to the exemption from registration found in Regulation S. Each purchaser represented to us that the
purchaser was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each
purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. All purchasers were
given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an
underwriter and accordingly, there were no underwriting discounts or commissions involved.
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