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Item 1.01 Entry into a Material Definitive Agreement.
On May 28, 2015, we issued a convertible promissory note dated May 28, 2015, to JSJ Investments, Inc. bearing interest on the unpaid balance at the rate of 12 percent, in the original principal amount of $150,000.
At any time prior to the Maturity Date, or after the Maturity Date, the Conversion Amount of the Note shall be convertible into shares of our common stock, on the terms and conditions set forth in the Note, at the Conversion Price which means the lower of: (i) a 48% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of Conversion; or (ii) a 48% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that the Note was executed.
A copy of the convertible note in favor of JSJ Investments, Inc. is filed as an exhibit to this report.
At June 18, 2015, the registrant had outstanding 2,329,489,859 shares of common stock, par value $0.001 per share.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired . Not applicable.
(b) Pro forma financial information . Not applicable.
(c) Shell Registrant transaction . Not applicable.
(d) Exhibits .
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.