e been no material changes to the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Other than the following, all sales of unregistered equity securities that occurred during the period covered by this report have been previously disclosed in our current report on Form10-K filed on April 21, 2014, our current reports on Form10-Q filed on May 20, 2014, August 18, 2014 and other current reports on Form 8-K filed during the fiscal year to dater.
On September 3, 2014, GEL Properties LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 7,000,000 shares.
On September 28, 2014, GEL Properties LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 9,400,000 shares.
On October 3, 2014, GEL Properties LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 11,400,000 shares.
On October 3, 2014, GEL Properties LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 11,400,000 shares.
On October 21, 2014, GEL Properties LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 8,700,000 shares.
On September 3, 2014, Union Capital LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 4,000,000 shares.
On September 16, 2014, Union Capital LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 4,000,000 shares.
On September 23, 2014, Union Capital LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 4,000,000 shares.
On October 7, 2014, Union Capital LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 5,206,806 shares.
On October 21, 2014, Union Capital LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 12,000,000 shares.
On September 30, 2014, LG Capital Funding LLC converted $8,500 of their $26,500 promissory note dated March 31, 2013 for 4,235,459 shares.
On October 7, 2014, LG Capital Funding LLC converted $9,000 of their $26,500 promissory note dated March 31, 2013 for 10,203,886 shares.
On October 21, 2014, LG Capital Funding LLC converted $9,000 of their $26,500 promissory note dated March 31, 2013 for 13,503,549 shares
On October 7, 2014, JSJ Investments Inc. converted $14,796 of their $50,000 (including $1,000 of interest) promissory note dated March 31, 2013 for 10,203,886 shares.
On October 21, 2014, JSJ Investments Inc. converted $19,580 of their $50,000 (including $1,000 of interest) promissory note dated March 31, 2013 for 13,503,549 shares.
On October 1, 2014, JMJ Financial converted $20,999 of their promissory note dated June, 2013 for 8,300,000 shares.
On October 13, 2014, JMJ Financial converted $18,288 of their promissory note dated June, 2013 for 9,500,000 shares.
On October 21, 2014, JMJ Financial converted $17,165 of their promissory note dated June, 2013 for 8,916,795 shares.
On September 26, 2014, Asher Enterprises Inc. converted $8,000 of their promissory note dated January, 2014 for 3,488,372 shares.
On September 29, 2014, Asher Enterprises Inc. converted $7,000 of their promissory note dated January, 2014 for 5,000,000 shares.
On September 30, 2014, Asher Enterprises Inc. converted $7,500 of their promissory note dated March, 2014 for 3,187,500 shares.
On November 3, 2014, the Company issued 20,583 Series D Convertible Preferred Shares each to the two principals of West Coast Capital in exchange for services valued at $12,500.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transactions did not involve a public offering, Each of the investors are accredited investor, had access to information about the Company and their investment, took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
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Item 3. DEFAULTS UPON SENIOR SECURITIES
