The 500,000,000 shares to be registered herein represent 27.12% of the shares then issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. The 500,000,000 shares to be registered herein represent 32.9% of the shares issued and outstanding held by non-affiliates of the Company.
At an assumed purchase price of $0.00049 (equal to 70% of the closing price of our common stock of $0.0007 on May 8, 2015), we will be able to receive up to $242,500 in gross proceeds, assuming the sale of the entire 500,000,000 shares being registered hereunder pursuant to the LG Investment Agreement. Accordingly, we would be required to register additional 3,581,632,653 shares to obtain the balance of $1,755,000 under the LG Investment Agreement. We are currently authorized to issue 37,503,000,000 shares of our common stock. We may be required to increase our authorized shares in order to receive the entire purchase price in the even our share price decreases. LG has agreed to refrain from holding an amount of shares which would result in LG owning more than 4.99% of the then-outstanding shares of our common stock at any one time.
There are substantial risks to investors as a result of the issuance of shares of our common stock under the LG Investment Agreement. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.
why anyone is buying here is unbelievable at this point, this will be RSing any day now and the lenders will keep dumping into the bid until the SEC shuts em down IMO
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