Item 3.02. Unregistered Sales of Equity Securities.
On May 12, 20008, the Company issued an aggregate of 2,673,429 unregistered
shares of common stock to The Edelman Financial Center, Inc and Ric Edelman as
part of the consideration for the purchase of an additional 25% member interest
in The Edelman Financial Center, LLC. The shares were valued at $22,183,608 or
approximately $8.30 per share. The shares were issued by the Company without
registration under the Securities Act of 1933 pursuant to and in reliance on
Section 4(2) of such Act, relating to transactions not involving a public
offering, and Regulation D thereunder. The Company now has a 76% member interest
in The Edelman Financial Center, LLC.
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