ORIONS Money Stocks

[AugustaFriends]

Secondary Offering by Selling Securityholders:
Common Stock, par value $0.0001 per share, issuable upon exercise of Notes and Warrants 40,000,000(1) $0.224(2) $8,960,000 $1,041.15(3)
Total $8,960,000 $1,041.15

(1) There are being registered under this registration statement an aggregate of up to 40,000,000 shares of Common Stock, which includes (i) shares of Common Stock issuable upon conversion of Senior Convertible Notes in the aggregate principal amount of $5,000,000 and interest of 7% per annum payable under certain conditions, due April 30, 2018 (the “Notes”) and (ii) shares of Common Stock issuable upon exercise of Registrant’s warrants to purchase such number of shares that equal 88% of the shares of Common Stock underlying the Notes (the “Warrants”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered such indeterminable number of additional shares of Common Stock, preferred stock, warrants, units and subscription rights as may be issued to prevent dilution resulting from share dividends, split-up, reverse split-up or similar events.
(2) In accordance with Rule 457(g) under the Securities Act, the proposed maximum offering price per security (and, accordingly, the amount of the registration fee) has been calculated pursuant to Rule 457(c) based on the average of the high and low trading price of shares of the Registrant’s Common Stock on July 20, 2015, as quoted on the NASDAQ Capital Market.
(3) $3,612.43 of the filing fee was previously paid by the Registrant on June 9, 2015 in connection with the filing of Registrant’s registration statement on Form S-3 (File No. 333-204840), which is amended hereby.