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Toxic Avenger

10/25/14 7:37 PM

#73003 RE: OTCRIDER #72999

Another reverse split soon. Tons of new shares, new death spirals and a big bump in the A/S. It's just going to keep getting uglier and uglier.


As of September 16, 2014, the Company had 1,082,982,992 shares of Common Stock issued and outstanding.
As of August 21, 2014, the Company had 885,610,992 shares of Common Stock issued and outstanding.


On June 12, 2014, the Company issued a convertible unsecured promissory note (the "Note") to an accredited investor (the “Investor”) in the aggregate principal amount of $50,000. The Note accrues interest at 8% per annum. The Note matures December 12, 2014.

The Note is convertible, at the option of the holder, into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a conversion price equal to the greater of (i) the par value of Common Stock or (ii) 35% of the lowest trading price of Common Stock for the 24 months preceding their original issuance dates, which correspond to the dates on which the respective portion of the Aggregate Purchase Price was received by the Company. However, in the event of a default under the Note, the Note will be convertible at a 75% discount to the average of the three lowest trading prices of the ten trading days prior to such conversion. In no event may the Note be converted at a conversion price below the par value of Common Stock.

On August 21, 2014, the Company obtained the written consent in lieu of a meeting of stockholders from the holders of a majority of the Company’s outstanding securities entitled to vote approving an amendment to the Company Certificate of Incorporation in order to increase the Company’s authorized capital stock from 900,000,000 shares of common stock to 5,000,000,000 shares of common stock.