What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2010-07-30 compared with 2010-03-24 · 116 added, 57 removed, 3 unchanged (98% of the section changed)

Unregistered Sales of Equity Securities and Use of

Issuance of Unregistered

November 3, 2009, we issued 3,912,500 shares of our common stock to consultants,

in consideration for the consultants entering into consulting agreements with

our company, which shares we have valued, for accounting purposes, at

We believe that the issuance of the 3,912,500 shares is

exempt from the registration requirements of the Securities Act of 1933, as

amended (the “Securities Act”), by reason of the exemption from registration

granted under Section 4(2) of the Securities Act and due to the fact that the

issuance of the shares was conducted in a transaction not involving any public

November 5 th , 2009,

we issued 12,500 shares of our common stock to a consultant, in consideration

for this consultant entering into a consulting agreement with our company, which

shares we have valued, for accounting purposes, at $10,000 We believe

that the issuance of such 12,500 shares is exempt from the registration

requirements of the Securities Act of 1933, as amended (the “Securities Act”),

by reason of the exemption from registration granted under Section 4(2) of the

Securities Act due to the fact that the issuance of the shares was conducted in

a transaction not involving any public offering.

November 17, 2009, we issued 100,000 shares of our common stock pursuant to a

stock purchase agreement for total consideration of $50,000.

shares were issued to one “non-U.S.

person” (as that term is defined in

Regulation S) in an offshore transaction relying on the safe-harbor exception

from registration provided in Regulation S.

November 18 th , 2009,

we issued 120,000 shares of our common stock pursuant to two stock purchase

agreements for total consideration of $60,000.

These shares were

issued to two “non-U.S.

persons” in an offshore transaction relying on the

safe-harbor exception from registration provided in Regulation S.

November 19th, 2009 , we issued 350,000 shares of our common stock to a

consultant, in consideration for this consultant entering into a consulting

agreement with our company, which shares we have valued, for accounting

purposes, at $100,000 We believe that the issuance of such 350,000

shares is exempt from the registration requirements of the Securities Act, by

reason of the exemption from registration granted under Section 4(2) of the

Securities Act due to the fact that the issuance of the shares was conducted in

a transaction not involving any public offering.

November 27, 2009, we sold and issued 100,000 shares of our common stock

pursuant to a stock purchase agreement for total consideration of

These shares were issued to one “non-U.S.

person” (as that

term is defined in Regulation S (“Regulation S”) promulgated under the Exchange

Act) in an offshore transaction relying on the safe-harbor exception from

registration provided in Regulation S.

Acquisition of Outstanding

February 5, 2010, our board of directors accepted the resignation of Dale

Shepherd as our Chief Financial Officer and director and Jack Dickey as a

Shepherd and Dickey have agreed to return the

1 million shares of our common stock previously issued to each of them in

connection with their first becoming affiliated with our company.

of March 22, 2010, only Mr.

Shepherd has returned the stock certificate

evidencing his 1 million shares and we are in the process of having such stock

certificate cancelled and having such 1 million shares reflected on our books

and records as not outstanding.

following sets forth certain information concerning securities which were sold

or issued by us within the past three years without the registration of the

securities under the Securities Act of 1933, as amended (the “Securities Act”)

in reliance on exemptions from such registration requirements and were not

previously disclosed by us in our prior Annual Reports on Forms 10-K or 10-K/A,

Quarterly Reports on Forms 10-Q or 10-Q/A or Current Reports on Form

March 26, 2010, the Company issued 1 million common shares to a

The Company valued such shares, for accounting

purposes, at $800,000, the fair value of such shares on the effective date

of issuance .

The consultant is a person not

meeting the definition of a “U.S.

person” (a “non-US Person”) contained in

Regulation S (“Regulation S”) promulgated under the Securities Act and

such shares were issued in an offshore transaction (an “offshore

transaction”), as such term is defined in Regulation S.

believe that such shares were issued in a transaction not requiring

registration under the Securities Act due to the exemptions available

under Regulation S and Section 4(2) of the Securities

March 26, 2010, we issued 500,000 common shares to a

We valued such shares, for accounting purposes, at

$400,000, the fair value of such shares on the effective date of

The consultant is a person not

meeting the definition of a “ U.S.

person” (a “ non-US Person” ) contained in Regulation S

(“ Regulation

S” ) promulgated under

the Securities Act and such shares were issued in an offshore transaction

(an “ offshore

t ransaction” ), as such term is defined in

Regulation S.

We believe that such shares were issued in a

transaction not

requiring registration under the Securities Act due to

the exemptions available under Regulation S and Section 4(2) of the

Securities Act.

April 6, 2010, we issued 131,196 common shares to a third party investor

for total gross consideration of $15,000.

The investor is a non-US Person

and such shares were issued in an offshore transaction.

believe that such shares were is sued in a transaction not

requiring registration under the Securities Act due to the exemptions

available under Regulation S and Section 4(2) of the Securities

April 9, 2010, we issued 250,000 common shares to a

We valued such shares, for accounting purposes, at

$220,000, the fair value of such shares on the effective date of

We believe that such

shares were issued in a transaction not requiring registration under the

Securities Act due to the exemptions available under Section 4(2) of the

Securities Act.

April 11, 2010, we issued 400,000 common shares to a service

We valued such shares, for accounting purposes, at

$352,000, the fair value of such shares on the effective date of

We believe that such

shares were issued in a transaction not requiring registration under the

Securities Act due to the exemptions available under Section 4(2) of the

Securities Act.

April 26, 2010,

we issued 150,000 common shares to a consultant.

We valued such

shares, for accounting purposes, at $178,500, the fair value of such

shares on the effective date of issuance .

The consultant is a

non-US Person and such shares were issued in an offshore

We believe that such shares were issued in a transaction not

requiring registration under the Securities Act due to the exemptions

available under Regulation S and Section 4(2) of the Securities

April 28, 2010, we issued 60,000 common shares to a third-party investor

for total gross consideration of $25,000.

The investor is a non-US Person

and such shares were issued in an offshore transaction.

believe that such shares were issued in a transaction not requiring

registration under the Securities Act due to th e exemptions available under

Regulation S and Section 4(2) of the Securities

April 30, 2010, we issued 1.5 million common shares to a

We valued such shares, for accounting purposes, at

$1,695,000, the fair value of such shares on the effective date of

director is a non-US Person and such shares were issued in an offshore

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exempti ons available

under Regulation S and Section 4(2) of the Securities

April 2010 and through June 15, 2010, we sold an aggregate of 1,176,032

common shares to a total of 71 non-US Persons in offshore transactions

pursuant to Regulation S for aggregate gross proceeds of

Pursuant to a subscription fee agreement, the Company

will pay as compensation for subscription services provided, a fee equal

to 40% of the gross subscription amounts received from

We believe that such shares were issued in

transactions not requiring registration under the Securities Act due to

the exemptions available under Regulation S and Section 4(2) of the

Securities Act.

Effective May 21, 2010,

we issued 200,000 common shares as

considera tion for the

purchase of assets,

which shares we

have preliminarily

valued, for a ccounting purposes, at

$90,000 , the fair

value of such shares on the effective date of such issuance .

The seller of such assets is a

non-US Person and such shares were issued in an offshore

We believe that such shares were issued in a

transaction not requiring registration under the Securities Act due to the

exemptions available under Regulation S and Section 4(2) of the Securities

to April 30, 2010 and through June 15, 2010, we issued an aggregate of

500,000 common shares to a total of two consultants.

such shares, for accounting purposes at $460,000, the fair value of such

shares on the effective date of such issuance.

consultants is a non-US

Person and such shares were issued in offshore transaction s .

We believe that such

shares were issued in transaction s not requiring registration under

the Securities Act due to the exemptions available under Regulation S and

Section 4(2) of the Securities

Defaults upon Senior Securities.

1 unchanged sentence

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.

What changed 10-Q/A

Item 2. Unregistered Sales of Equity Securities