UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: securities, which were not registered under the Securities Act of 1933, as
−Removed: amended, as follows:
−Removed: the quarter ended March 31, 2009, as part of the closing of the acquisition of
−Removed: subsidiary companies of China Voice Holding Corp., we issued 21,000,000
−Removed: shares to China Voice Holding Corp., 6,500,000 shares of restricted common stock
−Removed: to newly appointed executive officers, vesting over a period of four years and
−Removed: 255,000 shares of restricted common stock to other key employees.
−Removed: We also issued
−Removed: a total of 1,200,000 shares of restricted common stock to certain ex-employees
−Removed: and consultants, as part of their compensation for services
−Removed: the quarter ended March 31, 2009, we issued a total of 1,454,545 shares of
−Removed: restricted common stock to certain investors (See Note 7 for more
−Removed: Additionally, a number of convertible note holders
−Removed: converted their convertible promissory notes into restricted common shares at a
−Removed: conversion price equal to $0.275 per share, equaling a total of 5,361,025 shares
−Removed: of our restricted common stock.
−Removed: (See Note 12 for more details.)
−Removed: respect to these transactions, we relied on Section 4(2) of the Securities Act
−Removed: of 1933, as amended.
−Removed: The investors are all accredited investors or certain
−Removed: persons outside the United States, and were given complete information
−Removed: concerning us and represented that the shares were being acquired for investment
−Removed: The issuance was made without general solicitation or
−Removed: The appropriate restrictive legend was placed on the
−Removed: certificate and stop transfer instructions were issued to the transfer
−Removed: DEFAULTS UPON SENIOR
+Added: We issued securities, which were not registered under the Securities Act of 1933, as amended, as follows:
+Added: During the quarter ended September 30, 2009, we issued 501,515 shares of restricted common stock to certain consultants, as part of their compensation for services rendered.
+Added: Additionally, a number of convertible note holders converted their convertible promissory notes into restricted common shares at a conversion price equal to $0.275 per
+Added: share, equaling a total of 426,411 shares of our restricted common stock.
+Added: With respect to these transactions, we relied on Section 4(2) of the Securities Act of 1933, as amended.
+Added: The investors are all accredited investors or certain persons outside the United States, and were given complete information concerning us and represented that the shares were being acquired for investment purposes.
+Added: The issuance was made
+Added: without general solicitation or advertising.
+Added: The appropriate restrictive legend was placed on the certificate and stop transfer instructions were issued to the transfer agent.
+Added: DEFAULTS UPON SENIOR SECURITIES.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.