FuelStream, Inc. (FLST)

[hot-penguin]

http://archive.fast-edgar.com//20140414/AH2JA22CZ22W82Z2222L22DZGOL9ZZS25262/


Item 1.01 Entry into a Material Definitive Agreement



On April 8, 2014, Fuelstream, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) in connection with the issuance of a convertible promissory note (“Note”) in the aggregate principal amount of $83,500. The Note matures on January 2, 2015 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note may not be prepaid prior to its Maturity Date. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to 60% multiplied by the average of the lowest three (3) trading prices for the Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the date of conversion (representing a discount rate of 40%). The SPA and the Note contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.





Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



On April 8, 2014, the Company executed the SPA and issued the Note as described in Item 1.01 above. The Note may be accelerated by the holder in the event of default and the rate of interest on the Note will increase to 22% per annum, retroactive to the date of issuance. In addition, the amount due and payable under the Note (and, consequently, the number of shares of common stock convertible thereunto) may be increased to 150% of the principal amount of the Note, plus default interest as accrued thereon, in the event of default. The Note is a direct financial obligation of the Company and is considered a current liability of the Company for accounting purposes.





Item 3.02 Unregistered Sales of Equity Securities.



On April 8, 2014, the Company issued a Note convertible into equity securities of the Company as described in Item 1.01 above. The purchaser of the Note was an “accredited investor” as such term is defined by rules promulgated by the Securities and Exchange Commission (“SEC”). No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of shares pursuant to the Acquisition was exempt from registration with the SEC pursuant to Section 4(2) of the Securities Act of 1933.





Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



10.1 Securities Purchase Agreement dated March 31, 2014 between Fuelstream, Inc. and Asher Enterprises, Inc.



10.2 Convertible Promissory Note issued by Fuelstream, Inc.