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Item 1.01 Entry into a Material Definitive Agreement
On August 20, 2008, the Registrant entered into Shares for Debt Agreements
with fifteen individuals. A brief description of the material terms of each of
the Shares for Debt Agreements is set forth in Item 3.02 below, which
description is incorporated by this reference. The Shares for Debt Agreements
are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8,
10.9, 10.10, 10.11, 10.12, 10.13, 10.14, and 10.15.
Item 3.02 Unregistered Sales of Equity Securities
Shares for Debt Conversion
On August 20, 2008, the Board of Directors of the Registrant approved the
issuance of 14,237,220 unregistered shares of common stock of the Registrant for
a deemed purchase price of $711,861 ($0.05 per share). The purchase price was
paid by the subscribers by the settlement of an aggregate total of $711,861 of
indebtedness of the Registrant which had been assigned to these individual
subscribers by various creditors of the Registrant. No underwriting discounts or
commission were paid in connection with these transactions.
The debt owed by the Registrant to one of our directors and officers formed
part of these transactions. Mr. Derek Bartlett, our President, CEO and a
director, assigned $277,859 in debt owed to him by the Registrant to six
individuals and they received 5,557,180 shares of our common stock. The estate
of Mr. Tyler Bartlett, the son of Derek Bartlett, assigned $ 48,230 of the debt
owed to him by the Registrant to one individual which was then converted into
964,600 shares of our common stock. Ann Pineau, a stockholder of the Registrant,
assigned $252,000 of the $302,000, of the debt owed to her by the Registrant to
six individuals which, together with the $50,000 of debt she retained in her own
name, was then converted into 6,040,000 shares of our common stock.
Each subscriber also provided a full release to the Registrant from any other
claims for compensation relating to the debt converted as part of these shares
for debt transactions.
The issuance of shares in the offering was completed pursuant to Rule 903 of
Regulation S of the Act to all fifteen (15) of the subscribers on the basis that
the sale of the shares was completed in an offshore transaction, as defined in
Rule 902(h) of Regulation S. The Registrant did not engage in any directed
selling efforts, as defined in Regulation S, in the United States in connection
with the sale of the shares. The investors each individually represented to us
that they were not a U.S. person, as defined in Regulation S, and were not
acquiring the shares for the account or benefit of a U.S. person. The agreement
executed between us and each investor included statements that the securities
had not been registered pursuant to the
Securities Act of 1933
and that
the securities may not be offered or sold in the United States unless the
securities are registered under the
Securities Act of 1933
or pursuant to
an exemption from the
Securities Act of 1933
. The investors each agreed
by execution of the subscription agreement for the shares: (i) to resell the
securities purchased only in accordance with the provisions of Regulation S,
pursuant to registration under the
Securities Act of 1933
or pursuant to
an exemption from registration under the
Securities Act of 1933
; (ii)
that we are required to refuse to register any sale of the securities purchased
unless the transfer is in accordance with the provisions of Regulation S,
pursuant to registration under the
Securities Act of 1933
or pursuant to
an exemption from registration under the
Securities Act of 1933
; and
(iii) not to engage in hedging transactions with regards to the securities
purchased unless in compliance with the
Securities Act of 1933
. All
securities issued were endorsed with a restrictive legend confirming that the
securities had been issued pursuant to Regulation S of the
Securities Act of
1933
and could not be resold without registration under the
Securities
Act of 1933
or an applicable exemption from the registration requirements of
the
Securities Act of 1933
.
The information above is qualified in its entirety by reference to the Shares
for Debt Agreements, including all annexes, exhibits and schedules attached
thereto, and any related documents that the Registrant has filed as exhibits to
this Report.
ITEM 8.01 OTHER EVENTS.
Press Release
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ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
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Financial Statements of Business Acquired.
N/A
-
Pro forma financial information.
N/A
-
Exhibits.
N/A
As described in Item 8.01 of this Report, the following exhibits are filed as
part of this Current Report on Form 8-K: