ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Securities Issued (Common Shares)
Additional Issuances from Convertible Promissory Notes
During the period commencing April 24, 2016 through June 1, 2016, the Company issued 2,285,409,838 common shares to reduce debt on certain convertible promissory notes. The issued and outstanding common shares of the Company, at the beginning of the period commencing April 24, 2016, was 1,251,189,865 shares and 3,475,599,703 at the end of the period, with further detail more fully described as follows:
Consideration
The consideration for the shares of Common Stock issued were presentation of a Notice of Conversion relative to a Convertible Promissory Note(s).
Convertible Promissory Note Conversions:
On April 25, 2016, Blackbridge Capital, LLC converted a portion of a Convertible Promissory Note wherein 120,000,000 shares of the Company’s Common Stock were issued, representing 8.75% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $600.
On April 28, 2016, Blackbridge Capital, LLC converted a portion of a Convertible Promissory Note wherein 130,000,000 shares of the Company’s Common Stock were issued, representing 8.65% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $650.
On April 29, 2016, Blackbridge Capital, LLC converted a portion of a Convertible Promissory Note wherein 130,000,000 shares of the Company’s Common Stock were issued, representing 7.96% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $650.
On May 2, 2016, Southridge Partners II, LP converted a portion of a Convertible Promissory Note wherein 148,635,000 shares of the Company’s Common Stock were issued, representing 5.026% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $7,431.77.
On May 3, 2016, Typenex Co Investment, LLC converted a portion of a Convertible Promissory Note wherein 70,100,000 shares of the Company’s Common Stock were issued, representing 9.06% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $7,987.50.
On May 4, 2016, LG Capital Funding, LLC converted a portion of a Convertible Promissory Note wherein 88,586,129 shares of the Company’s Common Stock were issued, representing 4.32% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $5,492.34.
On May 4, 2016, 2016, Blackbridge Capital, LLC converted a portion of a Convertible Promissory Note wherein 180,000,000 shares of the Company’s Common Stock were issued, representing 8.08% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $900.
On May 5, 2016, Southridge Partners II, LP converted a portion of a Convertible Promissory Note wherein 148,484,600 shares of the Company’s Common Stock were issued, representing 6.25% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $7,424.23
On May 6, 2016, 2016, Blackbridge Capital, LLC converted a portion of a Convertible Promissory Note wherein 215,800,000 shares of the Company’s Common Stock were issued, representing 8.33% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $1,079.
On May 12, 2016, LG Capital Funding, LLC converted a portion of a Convertible Promissory Note wherein 88,815,645 shares of the Company’s Common Stock were issued, representing 3.31% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $5,506.57.
On May 12, 2016, Blackbridge Capital, LLC converted a portion of a Convertible Promissory Note wherein 49,340.000 shares of the Company’s Common Stock were issued, representing 1.80% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $246.70.
On May 12, 2016, Southridge Partners II, LP converted a portion of a Convertible Promissory Note wherein 95,240,000 shares of the Company’s Common Stock were issued, representing 3.37% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $4,762.
On May 12, 2016, LG Capital Funding, LLC converted a portion of a Convertible Promissory Note wherein 88,938,064 shares of the Company’s Common Stock were issued, representing 3.05% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $5,514.16.
On May 18, 2016, Typenex Co Investment, LLC converted a portion of a Convertible Promissory Note wherein 282,000,000 shares of the Company’s Common Stock were issued, representing 8.82% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $12,690.
On May 25, 2016, Typenex Co Investment, LLC converted a portion of a Convertible Promissory Note wherein 282,070,000 shares of the Company’s Common Stock were issued, representing 8.11% of the issued and outstanding shares of Common Stock to reduce debt on convertible promissory notes in the amount of $12,693.15.
Exemption from Registration
The shares of Common Stock issued pursuant to Convertible Promissory Notes were issued in reliance upon that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), specified by the provisions of Section 4(2) of the Act regarding transactions by an issuer not involving a public offering of securities. The issuance of those shares as conversion of the Indebtedness did not involve any public offering of securities.