22-Dec-2014
Unregistered Sale of Equity Securities, Other Events
Item 3.02. Unregistered Sales of Equity Securities
During the period commencing December 15, 2014 through December 19, 2014, the Company issued an aggregate of 39,866,648 shares of its common stock as follows:
on December 15, 2014, the Company issued 3,541,667 shares of its common stock to reduce an outstanding convertible note payable by $4,250. On December 15, 2014, the Company issued 3,800,000 shares of its common stock to reduce an outstanding convertible note payable by $3,553. On December 15, 2014, the Company issued 5,200,000 shares of its common stock to reduce an outstanding convertible note payable by $4,056. On December 16, 2014, the Company issued 5,102,040 shares of its common stock to reduce an outstanding convertible note payable by $5,000. On December 16, 2014, the Company issued 3,540,909 shares of its common stock to reduce an outstanding convertible note payable by $3,895. On December 17, 2014, the Company issued 3,540,000 shares of its common stock to reduce an outstanding convertible note payable by $3,540. On December 18, 2014, the Company issued 3,540,404 shares of its common stock in exchange to reduce an outstanding convertible note payable by $3,505. On December 18, 2014, the Company issued 5,000,000 shares of its common stock to reduce an outstanding convertible note payable by $4,675. On December 19, 2014, the Company issued 3,061,224 shares of its common stock to reduce an outstanding convertible note payable by $3,000. On December 19, 2014, the Company issued 3,540,404 shares of its common stock to reduce an outstanding convertible note payable by $3,505. The these shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.
The number of shares of issuer's common stock outstanding as of December 19, 2014 was 144,345,751.