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Den

09/16/14 8:34 AM

#1013 RE: Den #1012

they should move it up if they don't want to lose value of their shares .... something BIG might be brewing to permit to sell shares and warrants


Common Stock, $0.001 par value per share
6,204,090 $ 0.02 (2) $

Common Stock, $0.001 par value per share
8,000,000 $ 0.02 (2) $

4,166,005 $ 0.125 (Warrants exercisable)(3) $

2,083,003 $ 0.25
(Warrants exercisable) (4)

(1) We are registering (i) 14,204,090 shares of the Company’s common stock, par value $0.001 per share, including 8,000,000 shares of our common stock (the “Put Shares”) that we may put to KVM Capital Partners (“KVM”), pursuant to an investment agreement (the “Investment Agreement”) between KVM and the registrant entered into on September 15, 2014; and (ii) 6,249,008 shares underlying warrants issued to certain warrant holders (the “Warrant Shares”). In the event of stock splits, stock dividends, or similar transactions involving the common stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

(2) The offering price of $0.02 per share is calculated based upon the closing market price of the Company’s common stock on March 24, 2014 as reported on the OTC Markets OTCQB quotation system (the “OTCQB”).

(3) This offering price per share of $0.125 is calculated based upon the price at which the warrants or rights may be exercised pursuant to Rule 457(g)(1) of the Securities Act.

(4) This offering price per share of $0.25 is calculated based upon the price at which the warrants or rights may be exercised pursuant to Rule 457(g)(1) of the Securities Act.