Gee, looks like no arms length cheap stock to me:
Page 14 525,000 shares for $155,000 cash (.2952/share)
80,000 shares for $100,000 cash (1.25/share)
90,000 shares for $18,267 cash (.207/share)
ITEM 2. Changes in Securities.
(c) The following securities were sold in six separate transactions during
the quarter ended February 28, 1999 without registering the securities under
the Securities Act of 1933:
525,000 shares of restricted and legended Common Stock to three
private investors in privately negotiated transactions for an
aggregate amount of $155,000 in cash;
80,000 shares of restricted and legended Common Stock to one vendor
in a privately negotiated transaction in exchange for a toll free
telephone number valued by the Registrant at $100,000;
90,000 shares of restricted and legended Common Stock to two persons
(one of whom is a current employee and one of whom is a former
employee of the Registrant) in exchange for services rendered valued
in the aggregate at $18,627.25.
The shares of the Company's Common Stock which were issued pursuant to the
transactions set forth above were issued in reliance upon the exemptions from
registration afforded by Sections 3(b), 4(2), or other provisions of the
Securities Act of 1933, as amended. Each of the persons to whom such
securities were issued made an informed investment decision based upon
negotiation with the Company and was provided with appropriate offering
documents and access to material information regarding the Company. The
Company believes that such persons had knowledge and experience in financial
and business matters such that they were capable of evaluating the merits and
risks of the acquisition of the company's Common Stock in connection with
these transactions. All certificates representing such common shares bear an
appropriate legend restricting the transfer of such securities, except in
accordance with the Securities Act of 1933, as amended, and stop transfer
instructions have been provided to the Company's transfer agent in accordance
therewith. |
