New 8-K out. Endless conversion season in full effect. Feel free to crawl under the bed I will alert when the coast is clear.
Item 3.02 Unregistered Sales of Equity Securities
On August 27, 2014, September 15, 2014, and September 18, 2014, the Registrant accepted conversion notices from GEL Properties, LLC ("GEL") to partially satisfy a $55,000 Convertible Promissory Note Agreement ("the GEL Note") dated January 31, 2014 with GEL. An aggregate of 4,151,486 shares were issued to satisfy $19,000 of the outstanding principal and interest. In accordance with the terms of the GEL Note the shares were issued at a price equal to 70% of the arithmetic average of the two (2) lowest VWAPs of the shares of Common Stock during the twenty five (25) consecutive Trading Day period immediately preceding the date of conversion. As of the date of this report the remaining amount currently outstanding on the GEL Note, including accrued interest, is now $31,555.
On September 9, 2014, the Registrant accepted a conversion notice from Typenex Co-Investment, LLC ("Typenex") to partially satisfy a $280,000 Convertible Promissory Note Agreement ("the Typenex Note") dated October 1, 2013 with Typenex. An aggregate of 6,663,811 shares was issued, of which 5,526,696 shares were issued to satisfy $35,979 of the outstanding principal and interest, and an additional 1,137,115 shares were issued as shares due from a previous installment. In accordance with the terms of the Typenex Note the shares were issued at a price equal to 70% of the arithmetic average of the two (2) lowest VWAPs of the shares of Common Stock during the twenty five (25) consecutive Trading Day period immediately preceding the date of conversion. As of the date of this report the remaining amount currently outstanding on the Typenex Note, including accrued interest, is now $81,982.
On September 16, 2014, the Registrant accepted a conversion notice from Union Capital LLC ("Union") to partially satisfy a $33,000 Convertible Promissory Note Agreement ("the Union Note") dated March 13, 2014 with Union. 1,220,646 shares were issued to satisfy $5,127 of the outstanding principal and interest. In accordance with the terms of the Union Note the shares were issued at a price equal to 70% of the arithmetic average of the two (2) lowest VWAPs of the shares of Common Stock during the twenty five (25) consecutive Trading Day period immediately preceding the date of conversion. As of the date of this report the remaining amount currently outstanding on the Union Note, including accrued interest, is now $28,000.
On September 19, 2014, the Registrant accepted a conversion notice from JMJ Financial, ("JMJ") to partially satisfy a $550,000 Promissory Note ("the Note") dated July 11, 2012 with JMJ. 5,000,000 shares were issued to satisfy $17,150 of the outstanding principal and interest. In accordance with the terms of the JMJ Note the shares were issued at prices equal to 70% of the average of the two lowest closing prices of our common stock in the 25 trading days immediately preceding the conversion notice dates. As of the date of this report the remaining amount currently outstanding on the JMJ Note, including accrued interest, is now $99,222.
GEL, Typenex, Union, and JMJ are each an “accredited investor” as defined under Rule 501 of Regulation D. The Company believes that these transactions are exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933, as amended.
As of the date of this report the Registrant has 255,175,670 shares of its common stock issued and outstanding and 222,637,259 shares in the public float.
