Item 3.02 Unregistered Sales of
As previously disclosed in a Report on Form 8-K filed with the
Upon one (1) business day written notice the Company, the Purchaser was granted
the option to at its sole discretion to either (i) convert, in whole or in part
the outstanding balance and accrued interest payable thereon under the Note into
either shares of common stock at the conversion price
The Purchaser is the Chief Executive Officer and Chairman of the Board of
Directors of the Company, and is the largest shareholder of the Company's common
stock. The sale and issuance of the Note by the Company to Purchaser is
considered a related party transaction. The sale and issuance of this Note by
the Company to Purchaser was subject to closing conditions which have now been
met, and such loan closed as of
The Purchaser has opted to convert all of the amount of such Note into
10,000,000 shares of the Company's common stock, which shares were issued on
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