The 8k also had this to say:
Item 3.02. Unregistered Sales of Equity Securities.
Effective upon the filing of the amendment to the Articles of Incorporation set forth in Item 5.03, the Company accepted the conversion by Mr. Shaun Irvine, the executive officer and director, of his 5,000 shares of Series D Convertible Preferred Stock according to their terms into 500,000,000 shares of common stock. Upon the conversion of all 5,000 outstanding shares of Series D Convertible Preferred Stock into common stock, the Series D Convertible Preferred Stock, which was authorized by the Certificate of Designation filed on January 20, 2014, shall cease to be authorized.
500,000,000 shares for 50K? Pretty good deal! I'll take 2!
The conversion was exempt from registration under Securities Act Section 3(a)(9) as an exchange of securities of the issuer without the payment of additional consideration.
WTF?
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