8K filed:
On December 15, 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. 110,000,000 shares were issued to satisfy $7,700 of the outstanding principal and interest. 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 and other fees, is now $91,777.
On December 15, 2014, the Registrant accepted a conversion notice from Tangiers Investors LP, ("Tangiers") to partially satisfy a $750,000 Convertible Promissory Note Agreement ("the Note") dated October 2, 2012 with Tangiers. 126,128,571 shares were issued to satisfy $8,829 of the outstanding principal and interest. In accordance with the terms of the Note, as amended on December 5, 2014, the shares were issued at a price equal to 70% of lowest VWAP of the shares of Common Stock during the twenty (20) consecutive trading day period immediately preceding the date of conversion. As of the date of this report the remaining amount currently outstanding on the Note, including accrued interest, is now $466,858.
On December 16, 2014, the Registrant accepted a conversion notice from GEL Properties, LLC ("GEL") to partially satisfy a $55,000 Convertible Promissory Note Agreement ("the GEL Note") dated January 31, 2014 with GEL. 56,800,000 shares were issued to satisfy $3,976 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 $2,197.
On December 19, 2014, the Registrant accepted a conversion notice from LG Capital Funding LLC ("LG") to partially satisfy a $33,000 Promissory Note ("the LG Note") dated February 3, 2014, with LG. 51,645,142 shares were issued to satisfy $3,615 of the outstanding principal and interest. In accordance with the terms of the LG Note the shares were issued at prices 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 LG Note, including accrued interest, is now $5,840.
Typenex, Tangiers, GEL, and LG 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.
The above described executed Notes are attached hereto and incorporated by reference as Exhibits 10.1 through 10.5.
As of the date of this report the Registrant has 1,606,059,924 shares of its common stock issued and outstanding and 1,573,961,013 shares in the public float.
