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Den

09/16/14 8:27 AM

#1011 RE: nyfox #1006

The Offering

Common Stock Offered by the Selling Security Holders

20,453,098 shares of common stock, including (i) 6,204,090 shares of common stock previously issued to certain shareholders pursuant to conversion of certain convertible promissory notes and/or other agreements; (ii) 8,000,000 shares of common stock that may be put to KVM and (iii) 6,249,008 shares of common stock underlying common stock purchase warrants.



Common Stock Outstanding Before the Offering

150,426,703 shares of common stock as of August 29, 2014. (1)



Common Stock Outstanding After the Offering

164,425,711 shares of common stock. (2)



Terms of the Offering

The selling security holder will determine when and how they will sell the common stock offered in this prospectus.



Termination of the Offering

The offering will conclude upon such time as all of the common stock has been sold pursuant to the registration statement.

Use of Proceeds

We are not selling any shares of common stock in this offering and, as a result, will not receive any proceeds from this offering. See “Use of Proceeds.”



Risk Factors

The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 7.



OTCQB Symbol

RMCP


(1)
This total includes 6,204,090 shares being registered, previously issued to certain shareholders pursuant to conversion of certain convertible promissory notes and/or other agreements; and (2) 250,000 shares previously issued to KVM.

(2)
This total shows how many shares of common stock will be outstanding assuming, including (i) 8,000,000 shares of common stock to be put to KVM, less 250,000 shares previously issued to KVM, and (ii) 6,249,008 shares of common stock underlying common stock purchase warrants, are issued