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Re: None

Tuesday, 07/25/2017 5:55:46 PM

Tuesday, July 25, 2017 5:55:46 PM

Post# of 784
From the 8 K:

At any time after the Issuance Date, the Holder shall be entitled to convert the outstanding and unpaid principal and accrued interest of the Note into fully paid and non-assessable shares of Common Stock in accordance with the Conversion Price as follows: the Conversion Price will be fixed at $0.03 per share of common stock up until the 180 th day after issuance, and after the 180 th day (if the Note is not prepaid, triggering an Event of Default), the Conversion Price will be a 40% discount to the average of the two lowest VWAP’s in the 20 days prior to conversion. The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate conversions of 4.99% (“Conversion Limitation 1”). The Holder shall have the authority to determine whether the restriction will limit any conversion, and accordingly, the Holder may waive the limitation, in whole or in part, upon and effective after 61 days prior written notice to the Company to increase or decrease such percentage to any other amount as determined by Holder in its sole discretion. To accommodate future conversions, the Company will instruct the Transfer Agent to reserve initially 60,000,000 shares of common stock in the name of the Holder for issuance upon conversion

Current O/S is 95 million, so maybe another 60 million is not that bad if they can get the ball rolling here.

Got an 8K....now.....where is the late 10K??

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