PHSM
looks like 5/62.5 = .08 ps
8-K 12/2/2005 11/28/2005
Item 3.02. Unregistered Sale of Equity Securities.
On November 28, 2005, the Company entered into a subscription agreement pursuant to which the Company sold to an investor 6,250,000 shares of unregistered Common Stock in exchange for $500,000.
Effective as of November 30, 2005, the Company effected the exchange (the "Exchange") of an aggregate of $300,000 in outstanding indebtedness of the Company represented by certain promissory notes (the "Notes") for an aggregate of 5,100,000 shares of restricted Common Stock of the Company. The rate at which the Notes were exchanged for shares of Common Stock was 17,000 shares of Common Stock for every $1,000 of indebtedness represented by the Notes. Of the Notes, an aggregate of $160,000 was held by certain officers and directors of the Company and exchanged into 2,720,000 shares of Common Stock.
The offer and sale by the Company of the securities described in paragraph one above were made in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), for transactions by an issuer not involving a public offering and the offer and sale by the Company of the securities described in paragraph two above were made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act for exchange offers. The offer and sale of such securities were made without general solicitation or advertising and no commissions were paid.