.0001_Bottom Feeder

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Updated BTZO DD...

BTZO
OTC Pink Current Information

Revenue:
? 3 Months Ending 30 Sept 2014 = $207,804 with a $48,696 Gross Margin = $159,108 total compared to 9,990 and Gross Margin of $0= $9,990 total the previous year
? Net Income = $37,283 compared to (-$396,110) the year prior

Authorized and Outstanding Share Structure:
? Total A/S = 4,200,000,000
? Total O/S = 1,397,110,507
? Total Preferred Authorized = 3,535,750
? Total Preferred O/S = 3,043,120
? Total float = O/S – Preferred O/S = 1,394,067,387
? Avg Volume (50 Day Period) = 94,016,137

Recent, Current, and Future Convertible Shares:

? On April 14, 2014, the Company issued an 8% convertible promissory note in the aggregate principal amount of $37,500 to an accredited investor. The note has a maturity date of January 18, 2015. The note is convertible into shares of our common stock at a conversion price of 59% of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. During the nine months ended September 30, 2014, the Company recorded an interest expense of $1,398. The Company accounted for the conversion feature as a derivative valued at $48,244, of which $37,500 was recorded as a debt discount to be amortized over the life of the note. The remaining $10,744 was expensed immediately to interest expense. The balance of the note as of September 30, 2014 is $37,500 with accrued interest of $1,398.

? On May 5, 2014, the Company issued an 8% convertible promissory note in the aggregate principal amount of $32,500 to an accredited investor. The note has a maturity date of February 9, 2015. The note is convertible into shares of our common stock at a conversion price of 59% of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. During the nine months ended September 30, 2014, the Company recorded an interest expense of $1,059. The Company accounted for the conversion feature as a derivative valued at $36,411, of which $32,500 was recorded as a debt discount to be amortized over the life of the note. The remaining $3,911 was expensed immediately to interest expense. The balance of the note as of September 30, 2014 is $32,500 with accrued interest of $1,059

? On August 20, 2014, the Company issued an 8% convertible promissory note in the aggregate principal amount of $20,500 to an accredited investor. The note has a maturity date of May 15, 2015. The note is convertible into shares of our common stock at a conversion price of 59% of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. During the nine months ended September 30, 2014, the Company recorded an interest expense of $184. The Company accounted for the conversion feature as a derivative valued at $59,529, of which $20,500 was recorded as a debt discount to be amortized over the life of the note. The remaining $29,029 was expensed immediately to interest expense. The balance of the note as of September 30, 2014 is $20,500 with accrued interest of $184.

? On August 5, 2014 the Registrant entered into a Securities Purchase Agreement with 112359 Factor Fund, LLC (“Factor Fund”), pursuant to which the Registrant sold to Factor Fund a Secured Convertible Debenture. The Securities Purchase Agreement provides that Factor Fund will make ten payments, commencing with a payment of $80,000 on August 5, 2014, followed monthly by eight payments of $25,000 each and one $20,000 payment (i.e. total payments of $300,000). In exchange for each payment, an obligation in the principal amount equal to twice the payment will accrue and be represented by the Debenture. In addition, a premium of $50,000 will be added to the initial obligation, resulting in a total principal obligation accruing over the next nine months of $650,000. The primary terms of the Debentures are:
-- Interest will accrue on the principal balance at the lesser of 8% per annum or the applicable federal rate.
-- Principal and interest on each tranche will be due on the second anniversary of the payment date for that tranche.
-- The Registrant may prepay the principal amount of the Debenture, in whole or in part, at any time without penalty, and interest that has accrued on the prepaid amount will be waived.
-- The holder may convert the principal and interest accrued on the Debenture into common stock at a conversion price equal to 100% of the average of the five (5) lowest closing market prices for the common stock for the sixty trading days preceding conversion, but may not convert into a number of shares that would result in the holder owning beneficially more than 9.99% of the Registrant’s outstanding shares.
? The Registrant’s obligations under the Debenture are secured by a pledge of all of the Registrant’s assets. In addition, Hubert Blanchette and Marilu Brassington, who are officers and directors of the Registrant, have pledged a total of 666 shares of Series C Preferred Stock and 35,750 shares of Series D Preferred Stock to secure the Registrant’s obligations under the Debenture. The Company accounted for the conversion features as a derivatives valued at $226,088, of which $210,000 was recorded as a debt discount to be amortized over the life of the note, and $23,636 of which $20,500 was recorded as a debt discount to be amortized over the life of the note The remaining $16,088 and $3,136 were expensed immediately to interest expense. The balance of the note as of September 30, 2014 is $260,000 with accrued interest of $2,841.

? On August 5, 2014 the Registrant entered into a letter agreement with Factor Fund that modified the terms of the Secured Amended & Restated Convertible Debentures issued by the Registrant to Factor Fund on November 18, 2013 (the “A&R Debentures”). The modifications:
? -- increased the maximum number of shares that Factor Fund can hold upon conversion of the A&R Debentures from 4.99% of the outstanding to 9.99%.
? -- changed the period over which the conversion price will be measured from the 30 trading days preceding conversion to the 60 trading days preceding conversion.
? -- eliminated the restriction on the number of shares of common stock that Factor Fund can sell in a month.

Total Convertible Debt: $260,000 + 20,500 + 32,500 + 37,500 = $350,500 + interest

January 18, 2015: $37,500 / (.0002 x .59) = 317,796,610 shares diluted
February 9, 2015: $32,500 / (Uknown x .59) =
May 15, 2015: $20,500 / ( Uknown x .59) =
May 5, 2015: $260,000 due but is convertible at all times until paid in full or Mature Date

Link to 10Q: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10317538#FORM10Q_HTM_A_011

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