Item 1.01 Entry into a Material Definitive Agreement
On
Item 3.02 Unregistered Sales of
The Company claims an exemption from registration pursuant to Section 4(a)(2)
and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the
"Securities Act"), for the issuance of restricted common stock, since the offer
and sale of such shares did not involve a public offering and the recipients
were "accredited investors". The securities were offered without any general
solicitation by us or our representatives. No underwriters or agents were
involved in the foregoing issuances and we paid no underwriting discounts or
commissions. The securities are subject to transfer restrictions, and the
certificates evidencing the securities will contain an appropriate legend
stating that such securities have not been registered under the Securities Act
and may not be offered or sold absent registration or pursuant to an exemption
therefrom. The securities were not registered under the Securities Act and such
securities may not be offered or sold in
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Discription 10.1 Consulting Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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