Wednesday, September 13, 2017 10:45:45 AM
No PR will be able to hide the fact that major dilution is coming:
Shares to Register:
(1) Pursuant to Rule 416 under the Securities Act of 1933, the Registrant is also registering such additional indeterminate number of shares as may become necessary to adjust the number of shares as a result of a stock split, stock dividend or similar adjustment of its outstanding Common Stock. Registrant is also registering additional shares of Common Stock to be available for issuance based on market fluctuation.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average high and low prices of the Common Stock as traded on the OTC Pink on August 24, 2017.
(3) Represents shares of Common Stock issuable by the registrant upon the conversion of the convertible notes in the aggregate original principal amount of $4,190,463 issued to the selling security holders (the “Convertible Notes”) pursuant to the terms of the Convertible Notes dated August 3, 2017.
(4) Represents shares of Common Stock issuable by the registrant upon the conversion of interest to be accrued pursuant to the terms of the Convertible Notes at a conversion price of $0.075 per share.
(5) Represents shares of Common Stock as a buffer in the event the monthly redemption payment or interest payment calculations are based on the lower of $0.075 per share and 75% of the average of the five lowest closing bid prices for the twenty consecutive trading days prior to such determination date.
(6) Represents shares of Common Stock issuable by the registrant upon exercise of Warrants to purchase shares of Common Stock to be issued to the selling security holders (the “Warrants”) upon the terms and conditions set forth in the warrant agreement dated August 3, 2017.
Shares to Register:
(1) Pursuant to Rule 416 under the Securities Act of 1933, the Registrant is also registering such additional indeterminate number of shares as may become necessary to adjust the number of shares as a result of a stock split, stock dividend or similar adjustment of its outstanding Common Stock. Registrant is also registering additional shares of Common Stock to be available for issuance based on market fluctuation.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average high and low prices of the Common Stock as traded on the OTC Pink on August 24, 2017.
(3) Represents shares of Common Stock issuable by the registrant upon the conversion of the convertible notes in the aggregate original principal amount of $4,190,463 issued to the selling security holders (the “Convertible Notes”) pursuant to the terms of the Convertible Notes dated August 3, 2017.
(4) Represents shares of Common Stock issuable by the registrant upon the conversion of interest to be accrued pursuant to the terms of the Convertible Notes at a conversion price of $0.075 per share.
(5) Represents shares of Common Stock as a buffer in the event the monthly redemption payment or interest payment calculations are based on the lower of $0.075 per share and 75% of the average of the five lowest closing bid prices for the twenty consecutive trading days prior to such determination date.
(6) Represents shares of Common Stock issuable by the registrant upon exercise of Warrants to purchase shares of Common Stock to be issued to the selling security holders (the “Warrants”) upon the terms and conditions set forth in the warrant agreement dated August 3, 2017.
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