STLK - Filed at Colorado

19991029450 STL Marketing Group, Inc., Dissolved April 6, 2017 Articles of Dissolution

http://www.sos.state.co.us/biz/BusinessEntityDetail.do?quitButtonDestination=BusinessEntityResults&nameTyp=ENT&entityId2=19991029450&srchTyp=ENTITY&fileId=20171275949&masterFileId=19991029450

DAKP - BK filing

http://archive.fast-edgar.com//20161222/AIZTJ222Z22RT2L7222P2WZ2WUOJZZ27Z282/

COWI - Toast

http://archive.fast-edgar.com//20161028/AJAYI22CIC22M2ZB222G2MZZMBBIZ2Y2Z282/

BGNN - Controlling interest sold for $1.00 to an unmentionable outfit :)

"As total consideration for the purchase and sale of the Company's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of One Dollar ($1.00) such total consideration to be referred to in this Agreement as the "Purchase Price"."

http://archive.fast-edgar.com//20160824/AKZH222CI222S2ZZ262N2WZZMCJHZ2BRZ282/

GDPM - Prepackaged Chapter 11 bk. Common stock will be cancelled

"Equity Interests in Goodrich will be cancelled and discharged and will be of no further force or effect, whether surrendered for cancellation or otherwise, and Holders of Equity Interests in Goodrich will not receive or retain any property under the Plan on account of such Equity Interests in Goodrich."

http://archive.fast-edgar.com//20160412/AP2B4G2HZW2RSZZZ272J2ZXNC7CMZZ22Z282/

Is auctus fund the guys at Asher like kbm is?

RCHA - Average conversion price of these shares is less than .0001. It's less than .00005. News came out on the big conversion day. 8k filing came out after hours today.

928,627,329 shares converted at less than .0001, 2.24 billion shares traded on the news day, 1.2 billion dumped the day after the news.

"Item 3.02 Unregistered Sales of Equity Securities

On December 9, 2015, the Company issued 77,599,111 shares of Company common stock to satisfy the conversion of $1,387.00 of a convertible note payable with Auctus Private Equity Fund, LLC.
On December 28, 2015, the Company issued 59,620,000 shares of Company common stock to satisfy the conversion of $837.58 of a convertible note payable with Auctus Fund, LLC.
On December 28, 2015, the Company issued 238,416,667 shares of Company common stock to satisfy the conversion of $14,305.00 of a convertible note payable with KBM Worldwide, Inc.
On December 28, 2015, the Company issued 257,991,551 shares of Company common stock to satisfy the conversion of $14,000.00 of a convertible note payable with LG Capital Funding, LLC.
On December 28, 2015, the Company issued 295,000,000 shares of Company common stock to satisfy the conversion of $17,700.00 of a convertible note payable with JMJ Financial.
On December 29, 2015, the Company issued 139,916,667 shares of Company common stock to satisfy the conversion of $7,075.00 of a convertible note payable with KBM Worldwide, Inc.
On December 29, 2015, the Company issued 127,833,333 shares of Company common stock to satisfy the conversion of $7,670.00 of a convertible note payable with KBM Worldwide, Inc.
On December 30, 2015, the Company issued 295,624,750 shares of Company common stock to satisfy the conversion of $6,599.53 of a convertible note payable with Auctus Fund, LLC.

The total number of outstanding shares of common stock of the Company as of December 30, 2015 after the above described issuance is 6,487,182,380"
http://archive.fast-edgar.com//20151231/A322U22CZ222N2N2222B22N2WJ3HHV228272/

CIGW - Common cancelled as part of merger agreement


Upon the closing of the Merger, the outstanding capital stock of the Company will either be converted into the right to receive a pro rata portion of the Merger Consideration, or canceled for no consideration, as follows:

• each outstanding share of Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred Stock”), will be converted into the right to receive a pro rata portion of the aggregate preference payment applicable to the Series A-1 Preferred Stock, as set forth in the Certificate of Designation, Preferences and Rights of the Series A-1 Preferred Stock and Series A-2 Convertible Preferred Stock (the “Series A Certificate of Designation”), which is currently calculated at approximately $62.5 million;

• each outstanding share of Series A-2 Convertible Preferred Stock, par value $0.00001 per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), will be converted into the right to receive a pro rata portion of the remainder of the Merger Consideration, which is less than the aggregate preference payment applicable to the Series A-2 Preferred Stock, under the terms of the Series A Certificate of Designation, to which the holders of the Series A-2 Preferred Stock would otherwise be entitled, and which is currently calculated at approximately $82.4 million (thereby resulting in a shortfall to such holders of approximately $64.3 million);

• each outstanding share of Series B 6% 2012 Convertible Redeemable Preferred Stock of the Company (the “Series B Preferred Stock”), including accrued but unpaid dividends thereon, will be canceled for no consideration; and

• each outstanding share of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) will be canceled for no consideration.

http://archive.fast-edgar.com//20150416/A6A9Q22CZM22Q2Z2222C2WZCJMCPZB22X272/

Honest explanation of toxic financing from a company's point of view. From the HDSI 8k today:

"As long as we obtain loans from convertible debenture agreements, including the outstanding Notes, our stock prices are anticipated to depress. The Company has made this determination based on the business model of the holder of our Notes, which typically involves them selling shares received upon conversion into the open market, against the Company's historical open market illiquidity.

Under the terms of convertible debentures, such as those Notes that the Company has entered into, the Company borrows money, and the note is repayable or convertible into shares of common stock after a certain period of time. If the Company does not repay the money, the holder may exercise their conversion privilege, and convert, subject to beneficial ownership limitations, the Notes, or portions thereof, into shares of the Company's common stock. The convertible debenture holder seeks financial gain on the transaction, and typically sells any shares it receives into the open market. The convertible debenture holder may have more than one debenture with the company, and may desire the share price to be low on conversion, to maximize the number of shares it obtains.

The Company is currently seeking financing to repay the holder of the Notes; meet its federal, state and local legal, regulatory, compliance and governance obligations and requirements; and pursue its business objectives. There is no assurance that the Company will achieve any additional sales of equity securities, arrange for debt, successfully complete any other financing, or meet its objectives generally. As long as our company has convertible debenture agreements, our stock prices are likely to be depressed, and issuances of additional shares will result in dilution to existing stockholders."

http://archive.fast-edgar.com//20150209/ASA2O22CZ222O2M2222L22Z28U4MGQ226272/

LTNC - In the last 10 days O/S increased over 60% via debt conversions at 1/2 price (about .0006), from 190,993,565 12/30/14 to 312,254,919 now
From today's 8k

"Unregistered Sales of Equity Securities
During the period commencing December 31, 2014 through January 8, 2015, the Company issued an aggregate of 121,261,354 shares of its common stock as follows: on December 31, 2014, the Company issued 3,537,975 shares of its common stock to reduce an outstanding convertible note payable by $2,795. On December 31, 2014, the Company issued 8,015,809 shares of its common stock to reduce an outstanding convertible note payable by $5,049.96. On January 2, 2015, the Company issued 7,000,000 shares of its common stock to reduce an outstanding convertible note payable by $5,390. On January 2, 2015, the Company issued 9,526,667 shares of its common stock to reduce an outstanding convertible note payable by $7,145. On January 5, 2015, the Company issued 10,100,000 shares of its common stock to reduce an outstanding convertible note payable by $6,060. On January 5, 2015, the Company issued 9,500,000 shares of its common stock to reduce an outstanding convertible note payable by $5,747. On January 5, 2015, the Company issued 9,528,571 shares of its common stock to reduce an outstanding convertible note payable by $6,670. On January 6, 2015, the Company issued 9,482,759 shares of its common stock to reduce an outstanding convertible note payable by $5,500. On January 6, 2015, the Company issued 9,523,438 shares of its common stock to reduce an outstanding convertible note payable by $6,095. On January 7, 2015, the Company issued 7,200,000 shares of its common stock to reduce an outstanding convertible note payable by $4,176. On January 7, 2015, the Company issued 9,523,438 shares of its common stock to reduce an outstanding convertible note payable by $6,095. On January 8, the Company issued 9,540,000 shares of its common stock to reduce an outstanding convertible note payable by $5,247. On January 8, 2015, the Company issued 9,259,259 shares of its common stock to reduce a convertible note payable note by $5,000. On January 8, 2015, the Company issued 9,523,438 shares of its common stock to reduce a convertible note payable by $6,095. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions does not involve a public offering.

The number of shares of issuer’s common stock outstanding as of January 8, 2015 was 312,254,919."

FREE $500K convert note

01/07/2015 08:30 FreeSeas Inc. Announces USD 500,000 Convertible Note Issuance

PWDY A/S increae
To the Shareholders of Powerdyne International, Inc.:



This Information Statement is furnished to the shareholders of Powerdyne International, Inc., a Delaware corporation (“Powerdyne” or the “Corporation”), in connection with our prior receipt of approval by written consent in lieu of a special meeting, of the holders of a majority of our common stock of (i) the Powerdyne 2014 Stock Incentive Plan (the “Plan”) and (ii) an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 550,000,000 to 2,000,000,000 (the “Amendment”).



On November 20, 2014, Powerdyne obtained the approval of the Plan and Amendment, by written consent of five shareholders that are the record owners of 160,849,408 shares of common stock in the aggregate, which represented over 50% of the voting power of Powerdyne as of November 20, 2014. The Plan will not become effective and the Amendment cannot be effectuated until 20 days after the mailing of this Information Statement.

TGC, TNVMF issues 13.6M common on convert note
2:47pm ET
(ACCESSWIRE via COMTEX) -- Singapore / ACCESSWIRE / December 30, 2014 / Terra Nova Energy Ltd. ("Terra Nova") (TGC)(otcqx:TNVMF) announces it has issued a total of 13,636,364 common shares in connection with the conversion of CAD $1,500,000 of its previously issued 10% convertible note at a price of $0.11 per share. This conversion has reduced the principal balance of convertible notes to $nil.

About Terra Nova Energy Ltd.

Terra Nova Energy Ltd. is an oil and gas company with a right to acquire up to a 55% working interest in two onshore petroleum exploration licenses ("PELs"), being PEL 112 and PEL 444, located on the western flank of the Cooper/Eromanga Basins in the State of South Australia, Australia. Its common shares trade on the TSX Venture Exchange under the symbol "TGC" and its ordinary shares trade in the U.S. on the OTCQX marketplace under the symbol "TNVMF."

For more information please contact:

Terra Nova Energy Ltd.

Lydia Danis

Corporate Communications

CALSTRS holdings

http://www.calstrs.com/portfolio-holdings-asset-category

CALPERS

http://www.calpers-governance.org/proxyvoting/proxy/ticker-results?ticker=WMT

http://www.nasdaq.com/quotes/institutional-portfolio/california-public-employees-retirement-system-16324

ALGI - Ceased operations. From today's 8k

"As a result of the surrender of Collateral to Triumph pursuant to the Surrender Agreement, the Company has no operating assets and has ceased conducting business."

http://archive.fast-edgar.com//20141208/AOZ2B62CZM22QZZ2222E2ZZZPL7P66T7G262/

The result of toxic financing. 8k today from VPOR. At the date of the filing mentioned below, price was about .01. 79 million free trading shares added to the o/s since the filing. Price now .0046, down more than 50%. From today's 8k. Bold is my emphasis

"As reported in the Condensed Consolidated Financial Statements and Notes to the Condensed Consolidated Financial Statements of the Registrant filed on Form 10-Q on November 14, 2014 (the “Filing”), the Registrant, Vapor Group, Inc., (the “Company”), has accumulated “convertible notes payable” in aggregate amount as of September 30, 2014, of $3,583,423 (the “Aggregate Convertible Notes Payable”).


Since the Filing, several holders of convertible promissory notes included in the Aggregate Convertible Notes Payable have exercised their right to convert portions of their convertible promissory notes, in accordance with Federal and State law and regulation, into free-trading shares of common stock of the Registrant, under the terms of each holder’s respective convertible promissory note documentation. In addition to other terms, included under said documentation is frequently the requirement that the Company authorize its transfer agent, in conjunction with the making of each convertible promissory note, to reserve a quantity of shares of common stock in advance in the event that the debt holder decides to convert all or any part of the outstanding balance of their respective convertible promissory note. Such reservations are frequently variable in that downward changes in the market price of the Registrant’s common stock may trigger an increase or in the number of shares reserved. In addition, a common provision of these debt instruments allows the debt holder to convert all or a portion of the outstanding balance of the debt instrument, in accordance with Federal and State law and regulation, “at will” without the approval of the Registrant, meaning that such conversions of debt are outside of the Company’s control or right to say whether or not such a conversion may be allowed.

As reported in the Filing, there were 429,827,024 shares of common stock of the Registrant issued & outstanding on November 13, 2014.

As of December 3, 2014, there were 514,376,672 shares of common stock of the Registrant issued & outstanding; a increase of 84,549,648 shares of common stock over the quantity reported as issued & outstanding on November 13, 2014, (the “Increase”). The Increase included 5,550,000 shares (6.5% prox.) of restricted common stock issued in connection with employee and outside sales contractor compensation and approximately 79,000,000 (93.5% prox.) shares issued from debt conversions initiated by various holders of convertible promissory notes. Although the Increase is dilutive to our shareholders, it represents a reduction in the overall outstanding balance of the Aggregate Convertible Notes Payable of approximately $300,000 and therefore is of benefit to the Company in terms of a reduction of its debt burden.

The Registrant is filing this 8-K for the information of its shareholders as to what has occurred since the Filing of November 14, 2014, and anticipates that certain of the holders of the convertible promissory notes will continue to convert debt “at will”.


I'm sure there's an increase in pumping when conversions are taking place. Hard to sell that many shares without generating interest from new buyers. Basically a legal pump and dump, imo.

Absolute rubbish RCGP is.

RCGP $240,000 worth of freely tradeable shares being given out at a 45% discount

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10324238

VIIC - BK filing

http://archive.fast-edgar.com//20140925/ASUZS22CZ22Z72Z2222G2WZXCAQPZZ22CQ62/

ENSL - Going to the grey market

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9968993

APP 61M + 9M at $0.50

hmm This is getting ugly. Been weak like WSTL which could do one of these next if stays in biz. WSTL did have a run up from last decline but declining again nearing the buck once more.

8:17 AM ET
LOS ANGELES --(BUSINESS WIRE)-- American Apparel, Inc. (NYSE MKT: APP) (the "Company") announced today that it priced an underwritten public offering of 61,000,000 shares of its common stock at a price to the public of $0.50 per share. The Company intends to use the net proceeds of the offering to fund working capital and for general corporate purposes, including its April 2014 cash interest payment on the Company's senior secured notes.
The Company granted to the underwriters a 30-day option to purchase up to 9,150,000 additional shares of its common stock to cover over-allotments, if any. The Company's common stock is listed on the NYSE MKT under the symbol "APP." The offering is expected to close on or about March 31, 2014 , subject to customary closing conditions.
Roth Capital Partners is acting as sole book-running manager, and Brean Capital and National Securities Corporation , a wholly-owned subsidiary of National Holdings, Inc. (NHLD), are acting as co-managers for the offering.
The shares of common stock will be issued pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission ("SEC"). A preliminary prospectus supplement related to the offering was filed with the SEC and is available on the SEC's website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus related to the offering may be obtained from Roth Capital Partners , Attention: Equity Capital Markets , 888 San Clemente Drive , Newport Beach, CA 92660, (800) 678-9147.

ACGX Supplemental Filing Doubling the Conversion Rights and Voting Rights of the CEO, who is the Sole Owner of Preferred Shares. Debt is actively being converted on this stock, and the CEO will now retain full control up to a 900M Float. Hew was safe until a 500M Float prior to the Filing and current 414M Float.

http://www.otcmarkets.com/financialReportViewer?symbol=ACGX&id=116145

CERP - Bankruptcy filing

http://archive.fast-edgar.com//20140212/AN2ZD22CD222D2Z2222G22DEMABSZ2227M62/

DROP will head this list after 3/14/2014 shareholders R/S meeting.

MDNT. Pre14C. increase A/S from 500 million to 5 billion

http://www.sec.gov/Archives/edgar/data/1476278/000101489714000034/medient14cv4.htm

RBCN sale $28.2M common ?

Not sure if/much this might impact a pricer one. $11.44
$11.12 last AH.

04:33 PM EST, 01/07/2014 (MT Newswires) -- Rubicon Technology, Inc. (RBCN) announced the sale of $28.2 million of its common stock pursuant to an underwriting agreement with Canaccord Genuity Inc. The last reported sale price of Rubicon's common stock as reported by the NASDAQ Global Market on January 7, 2014 was $11.44 per share.
Rubicon intends to use the net proceeds to fund research and development of new products, for capacity expansion and for general corporate purposes. Closing of the offering is expected to occur on or about January 14, 2014, subject to customary closing conditions.
Price: 11.44, Change: 0, Percent Change: 0
http://www.mtnewswires.com © 2014 MT Newswires, a Division of MidnightTrader, Inc. All rights reserved.

WEST 8-K ah Convert 6.25M @0.02

Been bunch of these over years. news 5:17 pm ET.

http://biz.yahoo.com/e/131220/west8-k.html

On December 19, 2013, Andalay Solar, Inc., a Delaware corporation (the "Company") entered into a securities purchase agreement ("Purchase Agreement") with certain institutional accredited investors (the "Purchaser") relating to the sale and issuance of a (i) convertible note in the principal amount of $250,000 that matures December 19, 2015 (the "Convertible Note") and (ii) five- year warrant (with a cashless exercise feature under certain circumstances) to purchase 6,250,000 shares of common stock of the Company at an exercise price of $.02, subject to adjustment under certain circumstances. The Convertible Note bears interest at the rate of 8% per annum compounded annually, is payable at maturity and the principal and interest outstanding under the Convertible Note are convertible into shares of the common stock of the Company, at any time after issuance, at the option of the Purchaser, at a conversion price equal to $.02, subject to adjustment upon the happening of certain events, including stock dividends, stock splits and the issuance of Common Stock Equivalents (as defined in the Note) at a price below the conversion price. Subject to the Company fulfilling certain conditions, including beneficial ownership limits, the Convertible Note is subject to a mandatory conversion if the closing price of the Company's common stock for any 20 consecutive days commencing six months after the issue date of the Convertible Note equals or exceeds $0.04. Unless waived in writing by the Purchaser, no conversion of the Convertible Note can be effected to the extent that as a result of such conversion the Purchaser would beneficially own more than 9.99% in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion.

The Company has the option of repaying the outstanding principal amount of the Convertible Note, in whole or in part, by paying the Purchaser a sum of money equal to one hundred and twenty percent (120%) of the principal together with accrued but unpaid interest upon 30 days notice, subject to certain beneficial ownership limits.

<bit more>

ASTM $16M left in shelf, down 12%+

Trading lower 3.80 -.55

Form 8-K for AASTROM BIOSCIENCES INC

29-Nov-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhi

Item 1.01. Entry into a Material Definitive Agreement
On June 16, 2011, Aastrom Biosciences, Inc., a Michigan corporation (the "Company") entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with MLV & Co. LLC ("MLV") pursuant to which the Company has previously sold an aggregate of $4.4 million of its common stock through MLV, acting as agent. On November 29, 2013, the Company and MLV entered into an Amendment No. 1 to the Sales Agreement in order to reference a new registration statement and prospectus under which sales can be made (because of the expiration of the prior registration statement). The amendment left unchanged the aggregate offering price which may be offered under the Sales Agreement and approximately $15.9 million remains available for issuance.

The description of Amendment No. 1 to the Sales Agreement set forth above is qualified in its entirety by reference to the Amendment No. 1 to At Market Issuance Sales Agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by this reference. The original At Market Issuance Sales Agreement was previously filed by the Company as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 16, 2011.

The shares will be issued pursuant to the Company's shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-174945) filed on June 16, 2011 with the SEC. In connection with the offering contemplated by the Sales Agreement, the Company has filed a prospectus supplement, dated November 29, 2013 to the prospectus, dated July 18, 2011 that is part of the Registration Statement.





Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.




Exhibit
Number Description
1.1 Amendment No.1 to At Market Issuance Sales Agreement between Aastrom
Biosciences, Inc. and MLV & Co. LLC dated November 29, 2013.
5.1 Opinion of Dykema Gossett PLLC
23.1 Consent of Dykema Gossett PLLC (included as part of Exhibit 5.1)

The SEC Just Suspended My Stock! Now What?
http://www.pumpsanddumps.com/2013/11/the-sec-just-suspended-my-stock-now-what.html

Little refresher.

WEST $200K convert at $0.02 & $5M credit
Form 8-K for ANDALAY SOLAR, INC.

25-Nov-2013 4:23 pm ET

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secur

Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement and Convertible Note

On November 25, 2013, Andalay Solar, Inc., a Delaware corporation (the "we" or "us") entered into a securities purchase agreement ("Purchase Agreement") with certain institutional accredited investors (the "Purchaser") relating to the sale and issuance of a convertible note in the principal amount of $200,000 that matures November 25, 2015 (the "Convertible Note"). The Convertible Note bears interest at the rate of 8% per annum compounded annually, is payable at maturity and the principal and interest outstanding under the Convertible Note are convertible into shares of our common stock, at any time after issuance, at the option of the Purchaser, at a conversion price equal to $.02, subject to adjustment upon the happening of certain events, including stock dividends, stock splits and the issuance of Common Stock Equivalents (as defined in the Note) at a price below the conversion price. Subject to us fulfilling certain conditions, including beneficial ownership limits, the Convertible Note is subject to a mandatory conversion if the closing price of our common stock for any 20 consecutive days commencing six months after the issue date of the Convertible Note equals or exceeds $0.04. Unless waived in writing by the Purchaser, no conversion of the Note can be effected to the extent that as a result of such conversion the Purchaser would beneficially own more than 9.99% in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion.

We have the option of repaying the outstanding principal amount of the Convertible Note, in whole or in part, by paying the Purchaser a sum of money equal to one hundred and twenty percent (120%) of the principal together with accrued but unpaid interest upon 30 days notice, subject to certain beneficial ownership limits.

For so long as we have any obligation under the Convertible Note, we agreed to certain restrictions regarding, among other things, incurrence of additional debt, liens, amendments to charter documents, repurchase of stock, payment of cash dividends, affiliated transactions.We are also prohibited from entering into certain variable priced agreements until the Convertible Note is repaid in full. The Purchaser has waived certain of these rights in connection with the Equity Credit Agreement described below.

For a period of two years after the initial issuance of the Convertible Note, the Purchase Agreement also provides the Purchaser a right to participate in any future debt and equity offerings of our securities. The Purchaser also has a piggyback registration right.

The Convertible Note contains events of default which, if triggered, will result in the requirement to pay a default amount (up to 24%) as specified in the Convertible Note.

A copy of the form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the form of Convertible Note is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing is not a complete summary of the terms of the offering, the Purchase Agreement, or the Convertible Note described in this Item 1.01, and reference is made to the complete text of the Purchase Agreement and the form of Convertible Note that are filed herewith as exhibits.

Equity Credit Agreement

On November 25, 2013, we entered into an Equity Credit Agreement with Southridge Partners II LP. Pursuant to the Equity Credit Agreement, Southridge committed to purchase up to $5,000,000 worth of our common stock, over a period of time terminating on the earlier of: (i) 18 months from the effective date of a registration statement to be filed in connection therewith; or (ii) the date on which Southridge has purchase shares of our common stock pursuant to the Equity Credit Agreement for an aggregate maximum purchase price of $5,000,000; such commitment is subject to certain conditions, including limitations based on the trading volume of our common stock. The aggregate number of shares issuable by us and purchasable by Southridge pursuant to the Equity Credit Agreement is $5,000,000 worth of stock, which was determined by our board of directors.

We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Equity Credit Agreement. The purchase price to be paid by Southridge will be 90% of the lowest closing bid price during the Valuation Period. On the date of the Draw Down Notice is delivered to Southridge, we are required to deliver an estimated amount of shares to Southridge's brokerage account equal to 125% of the Draw Down Amount indicated in the Draw Down Notice divided by the closing bid price of the trading day immediately prior to the date of the Draw Down Notice ("Estimated Shares"). The Valuation Period will begin the first trading day after the Estimated Shares have been delivered to Southridge's brokerage account and have been cleared for trading and terminates on the tenth day thereafter. At the end of the Valuation Period, if the number of Estimated Shares delivered to Southridge is greater than the shares issuable pursuant to a Draw Down, then Southridge is required to return to us the difference between the Estimated Shares and the actual number of shares issuable pursuant to the Draw Down. If the number of Estimated Shares is less the shares issuable under the Draw Down, then we are required to issue additional shares to Southridge equal to the difference; provided that the number of shares to be purchased by Southridge may not exceed the number of shares that, when added to the number of shares of our common stock then beneficially owned by Southridge, would exceed 9.99% of our shares of common stock outstanding. As a result, our existing shareholders will experience immediate dilution upon the purchase of any of the shares by Southridge. If we fail to satisfy the applicable closing conditions, we will not be able to sell the put shares to Southridge.

There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice.




There are circumstances under which we will not be entitled to put shares to Southridge, including the following:

? we will not be entitled to put shares to Southridge unless there is an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), to cover the resale of the shares by Southridge;

? we will not be entitled to put shares to Southridge unless our common stock continues to be quoted on the OTC-QB and has not been suspended from trading;

? we will not be entitled to put shares to Southridge if an injunction shall have been issued and remain in force against us, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the shares to Southridge;

? we will not be entitled to put shares to Southridge if we have not complied with our obligations and are otherwise in breach of or in default under, the Equity Credit Agreement, our registration rights agreement with Southridge (the "Registration Rights Agreement") or any other agreement executed in connection therewith with Southridge;

? we will not be entitled to put shares to Southridge to the extent that such shares would cause Southridge's beneficial ownership to exceed 9.99% of our outstanding shares; and

? we will not be entitled to put shares to Southridge if we take any of the following actions on any trading day after a Draw Down Notice is delivered:
(a) subdivide or combine shares of common stock;
(b) pay a dividend in shares of common stock or make any other distribution of shares of common stock, except for dividends paid with respect to any series of preferred stock authorized by us, whether existing now or in the future;
(c) issue any options or other rights to subscribe for or purchase shares of common stock other than pursuant to the Equity Credit Agreement, and other than options or stock grants issued or issuable to directors, officers and employees pursuant to a stock option program, whereby the price per share for which shares of common stock may at any time thereafter be issuable pursuant to such options or other rights shall be less than the closing bid price in effect immediately prior to such issuance;
(d) issue any securities convertible into or exchangeable for shares of common stock and the consideration per share for which shares of common stock may at any time thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall be less than the closing bid price in effect immediately prior to such issuance;
(e) issue shares of common stock otherwise than as provided in the foregoing subsections (a) through (d), at a price per share less, or for other consideration lower, than the closing bid price in effect immediately prior to such issuance, or without consideration; or
(f) make a distribution of our assets or evidences of indebtedness to the . . .



Item 3.02 Unregistered Sales of Equity Securities.
The disclosure provided above in Item 1.01 is incorporated by reference into this Item 3.02.

The Company is relying on an exemption from registration provided under Section 4(a)(2) of the Securities Act for the issuance of the Securities, which exemption the Company believes is available because the Securities were not offered pursuant to a general solicitation, and the status of the purchasers of the Securities as "accredited investors" as defined in Regulation D under the Securities Act.





Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No. Description

4.1 Form of Convertible Note Due November 25, 2015
10.1 Form of Securities Purchase Agreement by and among Westinghouse Solar,
Inc. and the Purchasers thereto, dated as of November 25, 2013.
10.2 Equity Credit Agreement dated November 25, 2013 between Andalay Solar,
Inc. and Southridge Partners II LP
10.3 Registration Rights Agreement dated November 25, 2013 between Andalay
Solar, Inc. and Southridge Partners II LP

Thanks Sludgehound.

Depends on structure of stock

When a beaten stock has fallen to gray market status then it can do anything it wants w/o filing, or vote, or announce.
As long as still on Nasdaq it is supposed to follow the standard reporting rules. Those that don't are going off Exchange soon. Canada or ADR don't need to follow any rules either.
Helps to look and see if stock has undergone any R/S and how did it handle filings then.

Then before they did the R/S they would have to File the DEF when they actually did the R/S?

My opinion is the 15-12g would have no effect on prior filings