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Re: None

Tuesday, 09/23/2014 8:57:35 AM

Tuesday, September 23, 2014 8:57:35 AM

Post# of 18376
Reporting out-----

On July 23, 2014, the Company filed a Schedule 14C Information Statement with the SEC to notify the stockholders of the Company of Management’s plan to increase the number of authorized shares of common stock from seventeen billion (17,000,000,000) to thirty seven billion (37,000,000,000) shares with the Secretary of State of Nevada. At a meeting held on July 21, 2014, the Company received unanimous consent by the Board and by the holder of Series F Preferred Stock, no par value per share (the “Series F Preferred”), and authorized management to increase the number of shares authorized to thirty seven billion (37,000,000,000) shares. The additional twenty billion (20,000,000,000) shares of Common Stock so authorized would have been available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although there are no immediate plans to do so. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company's business or the trading price of the Common Stock. The authorized share increase was withdrawn when the Company filed a Schedule 14C Information Statement with the SEC on August 18, 2014 to notify the stockholders of the Company of Management’s plan to amend the Company’s Articles of Incorporation, as amended, to effectuate a 1,000-to-1 reverse split of the Company’s Common Stock, par value $.00001 per share. The Company currently has not effectuated the increase in the authorization of its common stock from 17,000,000,000 to 37,000,000,000. At the current range of market trading prices of the Company’s common stock, the Company does not possess enough authorized stock to convert all of its convertible instruments to common stock. For the Company to meet all of its obligations upon the receipt of notices of conversion received from noteholders, the Company will need to increase the authorized limit of common stock.

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