Sale of Equity Item 3.02. Unregistered Sales of Equity Securities. On June 30, 2005, Clickable Enterprises, Inc. (the "Company") entered into Securities Purchase Agreement (the "Purchase Agreement") for the sale of $900,000 in its Callable Secured Convertible Notes ("Notes") in a private placement to AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC (collectively, the "Investors"). On that date, the Company sold Investors purchased $650,000 in principal amount of Notes, together with warrants exercisable for 6,500,000 shares of Common Stock at $.15 per share. In the purchase Agreement, the Investors have agreed to purchase an additional $250,000 in principal amount of Notes, together with warrants for 2,500,000 shares, when the registration statement covering resale of the commons stock issuable upon exercise of the warrants and conversion of the Notes becomes effective with the SEC. The Notes are Convertible into shares of the Company's common stock, par value $.001 per share (the "Common Stock") in whole or in part from time to time at the option of the Investors at the Conversion Price then in effect. The "Conversion Price" is equal to 60% of the average of the lowest three trading prices for the Common Stock during the previous twenty trading days ending one trading day prior to the date of a holder's notice of conversion. The Conversion Price is subject to certain adjustments, including, but not limited to, adjustments for stock splits, stock dividends, mergers, consolidations and distributions. The Notes bear interest at the rate of 10% per annum, payable quarterly. The Company was required to prepay eight months' interest at the initial closing. If, however, in any month, the trading price of the Common Stock is $.02175 or more for each trading day of the month, no interest will be payable for such month. The principal amount of the Notes and all accrued interest, if nor previously paid or converted, wil be due and payable on June 30, 2008. In the event that the average daily price of the Common Stock, for each day of a month, is below $.0174 the Borrower may, at its option, prepay a portion of the outstanding principal amount of the Notes equal to 104% of the principal amount of Notes, divided by thirty-six (36), plus one month's interest. The Company has granted the Investors a security interest in substantially all of its assets to secure its obligations under the Notes. The Company is obligated to file a registration statement registering the resale of the shares issuable upon conversion of the Notes and exercise of the warrants with the SEC. The registration statement is required to be filed within 45 days after the initial closing and to become effective within 135 days after the initial closing. The Company paid a $40,000 fee to an affiliate of the Investors in connection with this transaction. The offer and sale of the Notes and warrants, and the Common Stock into which the Notes may be converted and for which the warrants may be exercised (collectively, the "Securities") by the Company to the Investors pursuant to the Purchase Agreement was exempt from registration under the Securities Act in reliance upon Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder. Each of the Investors represented and warranted to the Company that it was an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. Each of the Investors further represented and warranted that it was purchasing the Securities for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act. Any certificates issued representing the Notes or warrants will be legended to indicate that they are restricted. No sale of the Securities involved the use of underwriters. The Company paid a $30,000 fee to an adviser in connection with the transaction.