ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Securities Issued (Preferred Shares)
On April 19, 2016, the Company issued 667,000 shares of Series B Voting Preferred Stock to Canteck Pharma, Inc. representing 66.7% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock.
Each share of Series B Voting Preferred Stock is equal to and counted as 1,000 times the vote of all of the shares of the Corporation (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.
Consideration
The consideration for the 1,000,000 shares of Series B Voting Preferred Stock was in behalf of certain of the terms of the Purchase Agreement with Canteck Pharma, Inc. described herein. See also Exhibit 10.1 to this Current Report.
Exemption from Registration
The 1,000,000 shares of the Series B Voting Preferred Stock were issued in reliance upon that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), specified by the provisions of Section 4(2) of the Act regarding transactions by an issuer not involving a public offering of securities. The issuance of those shares as conversion of the Indebtedness did not involve any public offering of securities.
Securities Issued (Common Shares)
On January 14, 2016, Blackbridge Capital, LLC converted a portion of a Convertible Promissory Note wherein 69,500,000 shares of the Company’s Common Stock were issued, representing 7.557% of the issued and outstanding shares of Common Stock.
On January 14, 2016, RDW Capital, LLC converted a portion of a Convertible Promissory Note wherein 32,500,000 shares of the Company’s Common Stock were issued, representing 3.534% of the issued and outstanding shares of Common Stock.
On January 14, 2016, Southridge Partners II, LP converted a portion of a Convertible Promissory Note wherein 46,221,000 shares of the Company’s Common Stock were issued, representing 5.026% of the issued and outstanding shares of Common Stock.
On January 19, 2016, JMJ Financial converted a portion of a Convertible Promissory Note wherein 38,400,000 shares of the Company’s Common Stock were issued, representing 4.008% of the issued and outstanding shares of Common Stock.
On January 20, 2016, Typenex Co Investment, LLC converted a portion of a Convertible Promissory Note wherein 70,100,000 shares of the Company’s Common Stock were issued, representing 6.818% of the issued and outstanding shares of Common Stock.
On January 26, 2016, Blackbridge Capital, LLC converted a portion of a Convertible Promissory Note wherein 81,238,094 shares of the Company’s Common Stock were issued, representing 6.492% of the issued and outstanding shares of Common Stock.
On January 26, 2016, RDW Capital, LLC converted a portion of a Convertible Promissory Note wherein 40,000,000 shares of the Company’s Common Stock were issued, bringing the total of its beneficial ownership to 3.196% of the issued and outstanding shares of Common Stock.
On January 26, 2016, Southridge Partners II, LP converted a portion of a Convertible Promissory Note wherein 101,828,800 shares of the Company’s Common Stock were issued, representing 8.138% of the issued and outstanding shares of Common Stock.
Consideration
The consideration for the shares of Common Stock issued were presentation of a Notice of Conversion relative to a Convertible Promissory Note(s).
On April 19, 2016, One Hundred Seventy Two Million Thirty Nine Thousand Three Hundred and Three
(172,039,303)
shares of the Company’s Common Restricted Stock were agreed to be issued to Mr. Dennis Alexander, representing 4.95% of the issued and outstanding shares of Common Stock, in exchange for the return of 333,500 shares of his Series B Voting Preferred Stock toward the Registrants Purchase Agreement with Cantech Pharma, Inc. and retains 166,500 of Series B Voting Preferred Stock. The shares shall have non dilutable provisions.
On April 19, 2016, One Hundred Seventy Two Million Thirty Nine Thousand Three Hundred and Three
(172,039,303)
shares of the Company’s Common Restricted Stock were agreed to be issued to Mrs. Joanne M. Sylvanus, representing 4.95% of the issued and outstanding shares of Common Stock, in exchange for her return of 333,500 shares of her Series B Voting Preferred Stock toward the Registrants Purchase Agreement with Cantech Pharma, Inc. The shares shall have non dilutable provisions.
On April 19, 2016, Two Billion Two Hundred Twenty Million Eight Hundred Sixty Three Thousand Four Hundred and Four (2,220,863,404)
shares of the Company’s Common Restricted Stock were agreed to be issued to Canteck Pharma, Inc., representing 54.05% of the issued and outstanding shares of Common Stock, in behalf of the Purchase Agreement with Cantech. The shares shall have non dilutable provisions.
On April 19, 2016, Six Hundred and Sixty Seven Thousand, (667,000) shares of the Registrants Series B Voting Preferred Stock toward the Registrants Purchase Agreement were agreed to be issued to Canteck Pharma, Inc.., representing 66.7% of the issued and outstanding shares of Series B Voting Preferred Stock, in behalf of the Purchase Agreement with Cantech. The shares shall have non dilutable provisions.
Exemption from Registration
The shares of Common Stock issued pursuant to Convertible Promissory Notes were issued in reliance upon that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), specified by the provisions of Section 4(2) of the Act regarding transactions by an issuer not involving a public offering of securities. The issuance of those shares as conversion of the Indebtedness did not involve any public offering of securities.
Additional Issuances from Convertible Promissory Notes
Additionally, during the period commencing January 14, 2016 through January 26, 2016 and unchanged through April 22, 2016, the Company issued 479,787,894 common shares to reduce debt on certain convertible promissory notes. The issued and outstanding common shares of the Company, at the beginning of the period commencing January 14, 2016, was 771,401, 971 shares.
Exemption from Registration
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an “accredited investor” and/or qualified institutional buyer, the Investor has access to information about the Company and its investment, the Investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.