Note 12. Private Placement Agreement
On February 8, 2010 Litchfield Enterprises, Inc. signed a non-exclusive consulting agreement with the Company to assist with a private placement of the Companys stock. Per this agreement, Litchfield Enterprises, Inc. will on a best effort basis, seek to raise one million one hundred and twenty-five thousand dollars ($1,125,000) by selling 2,500,000 shares at $.45 per share. Also, under the private placement agreement, the Company granted Litchfield Enterprises, Inc. one (1) warrant exercisable at $.80 per share for each share of their private placement placed. These warrants will be valid for one (1) year from the date of issuance. As of December 31, 2010, we issued 800,000 shares of common stock to Litchfield and their investors along with 600,000 warrants.
On September 11, 2010 Wakabayashi Fund, LLC signed a non-exclusive consulting agreement with the Company to act as a capital consultant for a six month period.. Under the private placement agreement, the Company agrees to pay Wakabayashi a success fee of seven percent (7%), inclusive of all fees, in cash of the amount of capital raised as a result of contact by Wakabayashi. There has been no measurable activity undertaken by Wakabayashi Fund, LLC to raise capital for the Company.
On August 6, 2010, the Company retained Aegis Capital as an exclusive placement agent to raise a minimum of $1,350,000 and a maximum of $5,400,000 of capital for the Company; on September 20, 2010 the Company and Aegis Capital agreed to mutually terminate the exclusive placement agent.