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FEB -29 -2000 08:41 SD4J FACILITIES MANAGMENT 1 541 68? 3686 P.21/24 <br /> uzhZSiuu tut u4:ul rna oti setoesJ. yMaarasaa.a - - -- - -.... <br /> The Company has changed accountants lance its formaciocJ but there were no <br /> dicagrsemencs with the findings of the Company's former accountants. <br /> Item 4. Recent Sales of Unragi6tered 9eeuriciee. <br /> (a) Securities colt. The ecl,►paay SC7.d and issued its 9ecurLties during the three <br /> year period preceding the date of >~D1s Rsgimtrati,on Staseeaese in a aeries of <br /> private cransaceioas or exempt offeriAge of securitiee; as fellows; <br /> (t) On December 31,1998, the Company issued 9.000.060 Snares of Common <br /> Seeck to Patrick McLaren, its Chairman, in the reverse acquisition <br /> traneaee±en between In Spe>:ts and POC; <br /> (Li) In Fsbrlaary, 1999. the Company hawed 250,000 Shares of Common etoek <br /> to Joseph Caravell.a, the former ibarobolder of td Conccruction, <br /> i.:.0 in exchange fer the rights to tree its name; <br /> (iii) On April s, 1999. the Company issued 10.000.000 share' of common <br /> Stock so inveater. for consideration ee:neisting of 510.000 in cash <br /> and 6990, 000 in ProMieecry Novas in an offering exempt under Mule <br /> 504 of Regulation n. <br /> Certain of the shares of Common Stock of the Company were sold and issued on <br /> various dazes, described above. for investment purposes in "private <br /> transactions* and are orectricted° shares as <br /> 19 <br /> cPAGRa <br /> defined in Rule 144 under the Securities Aor of 1933, as amended. These ehareo <br /> May not be offered for public sale extent under Rule 144. or othezwi pursuant <br /> to said Aet. In summary, Rule 144 applies to affiliates (rhae ie, control <br /> personal and nonaffiliates when they resell restricted securities (those <br /> purchased from the issuer or an affiliate of she issuer in nonpublic <br /> traesaetione). lioaaffiliates reselling restricted securities. ac well as <br /> affiliates selling restricted or nonrestricted, are sot considered to be engaged <br /> in a distribution and, therefore, are no deemed to be underwriters as defined in <br /> $eetion2 ill) of the securities ..cn oL 1933. as amended, if six conditions are <br /> meet <br /> (11 Current public information must be available about the issuer unless sales <br /> are limited co those made by non - affiliates after two years. <br /> (z) When restricted securities are Bold, generally there must be a one -year <br /> holding ,erica, <br /> (3) Where either restricted Or nonrestricted securities are sold by an <br /> affiliate after one year. there are limitation, cn the amount of <br /> securities that may be sold: when reezriotsd securities are sold by <br /> non - affiliates bec.+een the first and second years, there are identical <br /> live:cat.on' after two years, there arc no volume 1lmita_ione t*r resales <br /> by non- affiliates. <br /> ;a) Except for a01ea of restricted securities made by non affiliates attar G 100 <br /> • years. all sales must ba made in broken ' eoraesaetioes as defined in <br /> Seenion 4(4) of the Seemelciee Act of 1933, as amended, or a transaction <br /> directly with a "market maker" as that term is defined in Seecion 3(e)(361 <br /> of the 1934 Ant. <br /> (9) Reeeee for males of restricted aecurities made by oen- afEiliecie after eve <br /> pears, a notice o1 proposed sale must be filed for all ealez in excees of <br /> Soo eharea or with an aggregate males price in excess of $10,000. <br />