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Re: rodman post# 28910

Tuesday, 11/10/2015 2:03:42 PM

Tuesday, November 10, 2015 2:03:42 PM

Post# of 31561
Whoops. Wrong kind of 'revenue'.

Just another $20,000 into Carl's pocket.

Loan Agreement

On November 9, 2015, Dr. Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on November 9, 2015 would convert into 28,571,429 shares of Registrant common stock at a common stock price of $0.0007 per share.

Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $937,000 since the execution of the Loan Agreement.

The Note for the loan on November 9, 2015 is attached hereto as Exhibit 10.1.


Notice of Conversion

On November 9, 2015, Dr. Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.

Schewe had made a $20,000 loan to the Registrant on November 9, 2015. The $20,000 loan owed to him converted into 28,571,429 shares of Registrant common stock at a conversion price of $0.0007 per common share.

Subscription Agreement

On November 9, 2015, the Registrant entered into a Subscription Agreement with Dr. Carl Kukkonen, Chief Technology Officer and Director of the Registrant, in which Dr. Kukkonen agreed to purchase 4,285,714 shares of common stock at a purchase price of $0.0007 per share for $3,000. The purchase price per share was equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the investment.

The Subscription Agreement is attached hereto as Exhibit 10.2.

Rule #1 is never lose money.

Rule #2 is never forget Rule #1.


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