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Tuesday, 10/17/2017 6:48:04 PM

Tuesday, October 17, 2017 6:48:04 PM

Post# of 183214
Taken from FORM 10-Q, For the quarterly period ended June 30, 2017

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On April 11, 2017, the Company issued 100,631,466 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $5,535 principal portion of, the Company's convertible promissory note issued to JSJ on January 19, 2015.

On April 13, 2017, the Company issued 100,631,466 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $5,535 principal portion of, the Company's convertible promissory note issued to JSJ on January 19, 2015.

On April 13, 2017, the Company issued 190,000,000 shares of common stock to YP Holdings, LLC (“YP Holdings”) in partial satisfaction of its obligations under, and the holder's election to convert a $10,200 accrued interest portion of, the Company's convertible promissory note issued to YP Holdings on August 17, 2015.

On April 17, 2017, the Company issued 100,631,467 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $6,038 principal portion of, the Company's convertible promissory note issued to Carebourn on October 26, 2015.

On April 17, 2017, the Company issued 110,493,350 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $6,077 principal portion of, the Company's convertible promissory note issued to JSJ on January 19, 2015.

On April 19, 2017, the Company issued 46,576,207 shares of common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a $2,562 principal portion of, the Company's convertible promissory note issued to JSJ on January 19, 2015.

On April 20, 2017, the Company issued 36,926,585 shares of common stock to Union Capital, LLC (“Union”) in partial satisfaction of its obligations under, and the holder's election to convert a $2,031 portion of, the Company's convertible promissory note issued to Unon on December 19, 2014, which included $1,485 in principal, and $546 in accrued interest.

On April 20, 2017, the Company issued 107,272,727 shares of common stock to Adar Bays, LLC (“Adar”) in partial satisfaction of its obligations under, and the holder's election to convert a $5,900 principal portion of, the Company's convertible promissory note issued to Adar on December 19, 2014.

On April 25, 2017, the Company issued 141,690,909 shares of common stock to Adar in partial satisfaction of its obligations under, and the holder's election to convert a $7,793 principal portion of, the Company's convertible promissory note issued to Adar on December 19, 2014.

On April 25, 2017, the Company issued 223,052,115 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $12,268 portion of, the Company's convertible promissory back-end note issued to Union on December 19, 2014, which included $9,240 in principal, and $3,028 in accrued interest.

On April 27, 2017, the Company issued 220,000.000 shares of common stock to YP Holdings in partial satisfaction of its obligations under, and the holder's election to convert a $13,200 accrued interest portion of, the Company's convertible promissory note issued to YP Holdings on August 17, 2015.

On April 27, 2017, the Company issued 138,343,636 shares of common stock to Adar in partial satisfaction of its obligations under, and the holder's election to convert a $7,609 principal portion of, the Company's convertible promissory note issued to Adar on December 19, 2014.

On April 27, 2017, the Company issued 147,000,000 shares of common stock to JMJ Financial, (“JMJ”) in partial satisfaction of its obligations under, and the holder's election to convert a $8,820 principal portion of, the Company's convertible promissory note issued to JMJ on January 14, 2015.

On May 1, 2017, the Company issued 192,490,909 shares of common stock to Adar in partial satisfaction of its obligations under, and the holder's election to convert a $10,587 principal portion of, the Company's convertible promissory note issued to Adar on December 19, 2014.

On May 1, 2017, the Company issued 219,828,493 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $9,075 portion of, the Company's convertible promissory back-end note issued to Union on December 19, 2014, which included $9,240 in principal, and $3,016 in accrued interest.

On May 3, 2017, the Company issued 139,827,713 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $8,390 principal portion of, the Company's convertible promissory note issued to Carebourn on October 26, 2015.

On May 4, 2017, the Company issued 150,000.000 shares of common stock to YP Holdings in partial satisfaction of its obligations under, and the holder's election to convert a $36,000 portion of, the Company's convertible promissory note issued to YP Holdings on August 17, 2015, which included $31,794 in principal, and $4,206 in accrued interest.

On May 4, 2017, the Company issued 210,000,000 shares of common stock to Adar in partial satisfaction of its obligations under, and the holder's election to convert a $11,550 principal portion of, the Company's convertible promissory note issued to Adar on December 19, 2014.

On May 4, 2017, the Company issued 40,000,000 shares of common stock to Carebourn Partners in partial satisfaction of its obligations under, and the holder's election to convert a $2,400 principal portion of, the Company's convertible promissory note issued to Carebourn on October 26, 2015, and assigned to Carebourn Partners on January 11, 2016.

On May 5, 2017, the Company issued 166,530,500 shares of common stock to JMJ in partial satisfaction of its obligations under, and the holder's election to convert a $9,991 portion of, the Company's convertible promissory note issued to JMJ on January 14, 2015, which included $6,660 in principal, and $3,331 in accrued interest.

On May 8, 2017, the Company issued 169,185,922 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $10,151 principal portion of, the Company's convertible promissory note issued to Carebourn on October 26, 2015.

On May 10, 2017, the Company issued 200,000,000 shares of common stock to YP Holdings in partial satisfaction of its obligations under, and the holder's election to convert a $48,000 portion of, the Company's convertible promissory note issued to YP Holdings on August 17, 2015, which included $47,372 in principal, and $628 in accrued interest.

On May 15, 2017, the Company issued 67,000,000 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $24,120 principal portion of, the Company's convertible promissory note issued to Carebourn on October 26, 2015.

On May 15, 2017, the Company issued 21,111,111 shares of common stock to Carebourn Partners in partial satisfaction of its obligations under, and the holder's election to convert a $7,600 principal portion of, the Company's convertible promissory note issued to Carebourn on October 26, 2015, and assigned to Carebourn Partners on January 11, 2016.

On May 22, 2017, the Company issued 200,000,000 shares of common stock to YP Holdings in partial satisfaction of its obligations under, and the holder's election to convert a $96,000 portion of, the Company's convertible promissory note issued to YP Holdings on August 17, 2015, which included $95,081 in principal, and $919 in accrued interest.

On June 1, 2017, the Company issued 34,132,000 shares of common stock to More Capital LLC (“More Cpital”) in partial satisfaction of its obligations under, and the holder's election to convert a $2,050 principal portion of, the Company's convertible promissory note issued to Carebourn on October 12, 2015, of which $15,000 was sold to More Capital.

On June 2, 2017, the Company issued 147,491,633 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $44,247 portion of, the Company's convertible promissory note issued to Carebourn on October 26, 2015, which included $30,298 in principal and $13,949 in accrued interest.

On June 5, 2017, the Company issued 230,000,000 shares of common stock to YP Holdings in partial satisfaction of its obligations under, and the holder's election to convert a $110,400 portion of, the Company's convertible promissory note issued to YP Holdings on August 17, 2015, which included $109,848 in principal, and $552 in accrued interest.

On June 14, 2017, the Company issued 133,400,350 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $53,360 portion of, the Company's convertible promissory replacement note issued to Carebourn on November 18, 2015, which included $42,363 in principal and $10,997 in accrued interest.

On June 14, 2017, the Company issued 175,025,038 shares of common stock to More Capital in partial satisfaction of its obligations under, and the holder's election to convert a $10,502 principal portion of, the Company's convertible promissory note issued to More Capital on March 26, 2016.

On June 15, 2017, the Company issued 200,000,000 shares of common stock to Adar in partial satisfaction of its obligations under, and the holder's election to convert a $11,000 portion of, the Company's convertible promissory note issued to Adar on December 19, 2014, which included $1,518 in principal and $9,482 in accrued interest.

On June 15, 2017, the Company issued 200,000,000 shares of common stock to Union in partial satisfaction of its obligations under, and the holder's election to convert a $11,000 portion of, the Company's convertible promissory back-end note issued to Union on December 19, 2014, which included $8,220 in principal, and $2,780 in accrued interest.

On June 20, 2017, the Company issued 58,500,000 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $26,910 principal portion of, the Company's convertible promissory note issued to YP on August 17, 2015, and sold to Carebourn on June 13, 2017.

On June 23, 2017, the Company issued 61,455,456 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $35,644 principal portion of, the Company's convertible promissory note issued to YP on August 17, 2015, and sold to Carebourn on June 13, 2017.

On June 26, 2017, the Company issued 17,800,814 shares of common stock to More Capital in partial satisfaction of its obligations under, and the holder's election to convert a $9,612 portion of, the Company's convertible promissory note issued to More Capital on March 26, 2016, which included $7,498 in principal, and $2,114 in accrued interest.

The issuances described above were made in reliance on the exemption from registration provided by Sections 3(a)(9) and 4(a)(1) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by each shareholder, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, the shareholders were not affiliates, and they had held the underlying debt securities for a long time. The holders provided legal opinions pursuant to Section 4(a)(1) of Securities Act, or Rule 144 promulgated thereunder.