Item 3.02 Unregistered Sales of Equity Securities
On November 6, 2008, we closed a private placement consisting of 2,000,000 units
at a purchase price of $0.15 per unit, for gross proceeds of $300,000. Each unit
consists of one common share and one and one-half (1½) share purchase warrants.
Each whole warrant is exercisable into one share of common stock for a period of
twelve months at an exercise price of $0.20 per warrant share.
We issued 2,000,000 shares and 3,000,000 share purchase warrants to one (1) US
person pursuant to the exemption from registration provided for under Rule 506
of Regulation D, promulgated under the United States Securities Act of 1933, as
amended.
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