Item 3.02 Unregistered Sales of Equity Securities.
On September 26, 2014, the registrant issued 474,444,444 shares of common stock to Redwood Fund II, LLC (“Redwood”), in full satisfaction of its obligations under the $500,000 8% Convertible Debenture Due 1/29/14, dated April 29, 2013, and Settlement Agreement, dated June 13, 2014, with Redwood.
On September 26, 2014, the registrant issued 100,154,110 shares of common stock to SFH Capital, LLC (“SFH”), in full satisfaction of its remaining obligations under, and SFH’s election to convert a portion of, the Primco Management, Inc. Five Percent (5%) Convertible Note Dated as of February 13, 2014, held by SFH.
On September 29, 2014, the registrant issued 209,583,076 shares of common stock to Southridge Partners II, LP (“Southridge”), in full satisfaction of its obligations under the Promissory Note in the amount of $100,000, dated September 30, 2013, the subsequent Convertible Note in the amount of $35,000, dated November 20, 2013, and the Confidential Settlement Agreement and Mutual Release, dated June 18, 2014, with Southridge.
On September 29, 2014, the registrant issued 29,917,800 shares of common stock to LG Capital Funding, LLC (“LG”), in partial satisfaction of its obligations under, and LG’s election to convert a portion of, the Primco Management, Inc. 8% Convertible Redeemable Note Due February 20, 2015 in the amount of $50,000, dated February 20, 2014, held by LG.
On September 29, 2014, the registrant issued 153,571,429 shares of common stock to Left Coast Pictures, Inc. (“LCP”), in full satisfaction of its obligations pursuant to an executed Share Purchase Agreement dated February 27, 2014, whereby LCP paid $107,500 cash to the registrant.
On September 29, 2014, the registrant issued 47,272,700 shares of common stock to Sherry Harden, in full satisfaction of its obligations pursuant to an executed Share Purchase Agreement dated March 14, 2014, whereby Sherry Harden paid $26,000 cash to the registrant.
On September 29, 2014, the registrant issued 28,571,429 shares of common stock to Left Coast Pictures, Inc. (“LCP”), in full satisfaction of its obligations pursuant to an executed Share Purchase Agreement dated March 19, 2014, whereby LCP paid $20,000 cash to the registrant.
On September 29, 2014, the registrant issued 81,166,666 shares of common stock to Left Coast Pictures, Inc. (“LCP”), in full satisfaction of its obligations pursuant to an executed Share Purchase Agreement dated March 24, 2014, whereby LCP paid $60,875 cash to the registrant.
On October 2, 2014, the registrant issued 151,677,397 shares of common stock to WHC Capital, LLC (“WHC”), in partial satisfaction of its obligations under its convertible notes with WHC in the amount of $50,000 on June 27, 2013, in the amount of $100,000 on August 8, 2013, in the amount of $100,000 on September 8, 2013, in the amount of $50,000 on October 22, 2013, in the amount of $50,000 on November 30, 2013, and in the amount $50,000 on December 27, 2013; as well its settlement letter agreement with WHC dated May 12, 2014. The registrant has made the required settlement cash payments of $150,000 to WHC, but is still obligated to issue a fixed number of additional shares, 128,322,603 shares, to WHC in full satisfaction of its obligations to WHC under the above-described agreements.
The securities issued above were issued pursuant to exemptions from registration requirements relying on Section 4(2) of the Securities Act of 1933 and upon Rule 506 of Regulation D of the Securities Act of 1933.
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