The 10Q came out today. There are some serious questions to be asked. Specifically about private placements that were never disclosed to shareholders. Apparently they issued units at a stinkin' nickel (.05) at the beginning of January, with additional warrants at .075 good to 2013. If that isn't robbing the shareholders, I don't know what is. I'm not too happy right now. This is a prime example of why EVERY shareholder should carefully read filings from beginning to end.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 10, 2011, we completed a non-brokered private placement pursuant to which we issued to 38 subscribers a total of 22,000,000 units at an issuance price of
.05 per unit for total proceeds of $1,100,000. Each unit consists of one common share and one share purchase warrant to purchase an additional share of common stock at an exercise price of
.075 until January 10, 2013. We relied on an exemption from registration under the Securities Act provided by Regulation S for each of the subscribers, in each case based on representations and warranties provided by the subscribers in their respective subscription agreements entered into between each subscriber and our Company.
On January 18, 2011, we issued 1,100,000 restricted shares of our common stock to one investor upon the cashless exercise of previously issued options at a deemed issuance price of
.30 per share. We relied on an exemption from registration under the Securities Act provided by Regulation S for the issuance to this investor.
On January 21, 2011, we issued 2,000,000 restricted shares of our common stock to one investor upon the exercise of previously issued share purchase warrants at an exercise price of
.075 per share. We relied on an exemption from registration under the Securities Act provided by Regulation S for the issuance to this investor.
On February 4, 2011, we issued an aggregated of 2,900,000 restricted shares of our common stock to four investors upon the cashless exercise of previously issued options at a deemed exercise price of
.30 per share. We relied on an exemption from registration under the Securities Act provided by Rule 506 of Regulation D for two of the investors and Regulation S for the other two investors.
On March 11, 2011, we completed a private placement pursuant to which we issued to 47 subscribers a total of 11,285,494 units at an issuance price of
.45 per unit for total proceeds of $5,078,472. Each unit consists of one common share and one share purchase warrant to purchase an additional share of common stock at an exercise price of
.52 until September 11, 2012. We relied on an exemption from registration under the Securities Act provided by Rule 506 of Regulation D and Regulation S for each of the subscribers, in each case based on representations and warranties provided by the subscribers in their respective subscription agreements entered into between each subscriber and our Company.
On March 21, 2011, we completed a private placement pursuant to which we issued to 49 subscribers a total of 3,576,768 units at an issuance price of
.45 per unit for total proceeds of $1,609,545. Each unit consists of one common share and one share purchase warrant to purchase an additional share of common stock at an exercise price of
.52 until September 11, 2012. We relied on an exemption from registration under the Securities Act provided by Rule 506 of Regulation D and Regulation S for each of the subscribers, in each case based on representations and warranties provided by the subscribers in their respective subscription agreements entered into between each subscriber and our Company.
On March 29, 2011, we completed a private placement pursuant to which we issued to 5 subscribers a total of 12,311,110 units at an issuance price of
.45 per unit for total proceeds of $5,540,000. Each unit consists of one common share and one share purchase warrant to purchase an additional share of common stock at an exercise price of
.52 until September 29, 2013. We relied on an exemption from registration under the Securities Act provided by Rule 506 of Regulation D for each of the subscribers, in each case based on representations and warranties provided by the subscribers in their respective subscription agreements entered into between each subscriber and our Company.
On March 29, 2011 we issued 1,243,045 finder's fee warrants, with each finder's fee warrant being exercisable for one additional common share of the Company at an exercise price of
.52 per share, expiring on September 29, 2013.