In exchange for all of the issued and outstanding shares of the Companys
stock, the shareholders received a total of 1,173,041 shares of the newly-designated Series A Convertible Preferred Stock, $51,440
in newly-issued 8% Secured Notes, warrants to purchase a total of 51,440 shares of common stock an exercise price of $0.25 per
share, and 23,000,000 newly-issued shares of common stock.
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