Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. Offering and Sales Amounts Total Offering AmountĬlarification of Response (if Necessary): This filing covers the conversion of a convertible promissory note into Series A Preferred Stock, the sale and issuance of Series A Preferred Stock and the underlying Common Stock issuable upon conversion of Preferred Stock.

State(s) of Solicitation (select all that apply)Ĭheck “All States” or check individual Statesġ3.

Minimum Investment Minimum investment accepted from any outside investor Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?ġ1. Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Securityġ0. Option, Warrant or Other Right to Acquire Another Security Type(s) of Securities Offered (select all that apply) X Duration of Offering Does the Issuer intend this offering to last more than one year?ĩ. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)Ĩ. Principal Place of Business and Contact Information Name of IssuerĬlarification of Response (if Necessary):Ħ. Jurisdiction of Incorporation/OrganizationĢ. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONġ. The reader should not assume that the information is accurate and complete. The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.

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