**MUST READ** Important - 10k - SUBSEQUENT EVENTS - BWMG
On March 18, 2013, the Company determined based on closing market price of $.0004 it had shares convertible or committed in excess of its authorized common stock of 5,000,000,000. Most of the Company’s convertible debentures have conversion rates at substantial discount to market price; therefore, a decline in market price impacts the number of shares convertible.
On March 14, 2013, the Company received notice from The Depository Trust Company (“DTC”) that they have imposed a restriction on physical deposit and Deposit/Withdrawal At Custodian (“DWAC”) electronic deposit transactions, referred to as a “Deposit Chill”. The Deposit Chill was issued by DTC as a result of monitoring compliance with Rule 5 of DTC’s Rules, Section 1 of DTS’s Operational Arrangements; and applicable law, including, without limitation, Section 17A of the Securities Exchange Act of 1934, 15 U.S C. Section 78q-1, et seq.; and the Bank Secrecy Act, 31 U.S.C. section 5311 et seq. The monitoring activities noted large deposits of shares, or 243,782,328 shares, of the Company’s Issue during the period from August 24, 2011 to November 6, 2012. Since this was a substantial percentage of the Company’s outstanding float deposited at DTC during the period, the matter resulted in the Deposit Chill until DTC is assured that the shares deposited were tradeable without restriction under the Securities Act of 1933. The Company believes it is in compliance with all requirements DTC seeks for address. As a result, the Company intends to issue “objection” to the Deposit Chill and engage independent Counsel as condition of DTC to provide legal opinion that all shares deposited were tradeable without restriction under the Securities Act of 1933 in attempt to lift the Deposit Chill as soon as possible.
On or about February 11, 2013, the Company extended a counter offer to settle Final Judgment asserted against Company by BBT of approximately $100,000 plus post-judgment interest and related expense by the lender that foreclosed on real estate underlying mortgage the Company defaulted on. The Company awaits response on its offer.
Conversions of debentures to common stock occurred subsequent to December 31, 2012. The stock was issued upon partial conversion of a convertible note without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. Conversions were as follows (ref. number corresponds to lender reference number in Note 11. CONVERTIBLE DEBENTURES ):
Ref (4) lender -
On January 10, 2013, the lender converted $5,800 of its debenture to 18,709,677 shares.
On January 16, 2013, the lender converted $5,800 of its debenture to 18,709,677 shares.
On January 17, 2013, the lender converted $5,800 of its debenture to 18,709,677 shares.
On January 23, 2013, the lender converted $5,800 of its debenture to 18,709,677 shares.
On January 24, 2013, the lender converted $5,800 of its debenture to 18,709,677 shares.
On January 29, 2013, the lender converted $5,200 of its debenture to 18,571,429 shares.
On February 4, 2013, the lender converted $4,500 of its debenture to 18,750,000 shares.
On February 7, 2013, the lender converted $4,500 of its debenture to 18,750,000 shares.
On February 15, 2013, the lender converted $3,330 of its debenture to 18,333,333 shares.
On February 26, 2013, the lender converted $3,330 of its debenture to 18,333,333 shares.
On March 6, 2013, the lender converted $3,330 of its debenture to 18,333,333 shares.
On March 14, 2013, the lender converted $3,330 of its debenture to 18,333,333 shares.
On March 20, 2013, the lender converted $3,330 of its debenture to 18,333,333 shares.
Ref (11) lender -
On January 3, 2013, the lender converted $4,950 of its debenture to 18,000,000 shares.
On January 12, 2013, the lender converted $4,950 of its debenture to 18,000,000 shares.
On January 18, 2013, the Company entered into two Assignment and Modification Agreements whereby a new lender was to satisfy two convertible debentures plus accrued interest owed to lender [Ref (11) in Note 11. CONVERTIBLE DEBENTURES ] plus prepayment penalties in exchange for issuance of new convertible debentures with the Company. The principal balance due the lender on the two convertible debentures was $56,250 and $16,000. The amount the new lender paid to satisfy the principal balance due plus interest and prepayment penalties for the respective debentures was $78,651 and $22,792. The new convertible dentures issued covered these amount plus fees to the new lender and terms were fairly consistent with those taken out by the transaction except the new conversion rates are 44% of the lowest closing “Market Price” ten days preceding the conversion notice. In addition, on January 18, 2013, the Company entered into another convertible debenture with the new lender for $84,500, with maturity on January 18, 2014. As part of this transaction the Company paid the lender $9,500 in legal and administrative fees. The conversion rate under this debenture is 59% of the lowest closing “Market Price” ten days preceding the conversion notice. Conversions of debentures to common stock occurred subsequent to December 31, 2012, on the assigned and modified convertible debentures. The stock was issued upon partial conversion of a convertible note without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. Conversions were as
On January 25, 2013, the lender converted $7,592 of its debenture to 34,507,000 shares.
On February 8, 2013, the lender converted $13,619 of its debenture to 77,386,330 shares.
On February 8, 2013, the lender converted $191 accrued interest on debenture to 1,084,569 shares.
On March 7, 2013, the lender converted $13,158 of its debenture to 101,860,078 shares.
Most recent conversion was for .00013 per share
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