On December 5, 2005, the registrant issued 1,209,117,280 common shares at $0.0025/share and 756,758,440 common shares at $0.0025/share (the Shares) each to two officers and directors of the Company (respectively, the President/CEO and CFO) for the reduction of $302,279.32 and $179,189.61 of accrued liabilities owed respectively to each of the individuals by the registrant. The common shares were issued as restricted securities and are exempt from registration under §5 of the Securities Act of 1933, as the issuances are deemed exempt from registration under §4(1) and 4(2) of the Securities Act of 1933, as well as Regulation D promulgated thereunder. |