Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the months of May and June, 2011, we sold and issued an aggregate of 365,200 shares of our common stock to a total of four purchasers in private transactions we conducted in Germany. Gross proceeds from such sales totaled approximately $181,000 and selling commissions and other sale expenses totaled approximately $72,000, resulting in net proceeds from such sales of $109,000. We believe that the issuance of such 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.
On June 16, 2011, we sold and issued to a single investor 357,143 shares of our common stock for a total consideration of $125,000. We did not incur any commission or other fees in connection with such sale. We believe that the issuance of such 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.
On June 29, 2011, the Company sold and issued to a single investor 285,714 shares for a total consideration of $100,000. We did not incur any commission or other fees in connection with such sale. We believe that the issuance of such 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.
On July 8, 2011, the Company sold and issued to a single investor 28,600 shares of its common stock for a total consideration of $10,000. We believe that the issuance of such 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.
On August 18, 2011, the Company issued an aggregate of 3,635,000 shares our common stock to a total of twelve consultants as consideration for entering into consultancy agreements with our company. We believe that the issuances of such shares are 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 issuances of the shares were conducted in a transaction not involving any public offering.
On September 14, 2011, we issued 2,000,000 shares of our common stock to a consultant as consideration for entering into consultancy agreement with our Company. We believe that the issuance of such 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.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. (Removed and Reserved).
17
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.