Item 3.02 Unregistered Sales of Equity Securities . On January 12, 2014 , we completed the private placement of an aggregate of 1,592,000 shares of Series A Preferred Stock to certain foreign investors for an aggregate purchase price of $1,248,000 . This placement was a part of the placement completed on January 4, 2014 , of 268,000 shares of Series A Preferred Stock to certain foreign investors for an aggregate purchase price of $200,000 . The above descriptions are qualified in their entirety by reference to the form of subscription agreement attached as Exhibit 4.1 to this Current Report on Form 8-K. These securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act. Item 9.01 Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of JD International Limited Series A Preferred Stock Subscription Agreement (as filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on January 9 , 2014).
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