Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections included in these forward-looking statements will come to pass. The Company’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Item 3.02 Unregistered Sales of Equity Securities
On February 25, 2015, and March 2, 2015, the Registrant accepted two conversion notices from KBM Worldwide, Inc. ("KBM ") to partially satisfy a $98,500 Convertible Promissory Note Agreement ("the KBM Note") dated August 6, 2014 with KBM. An aggregate of 958,434 shares were issued to satisfy $4,265 of the outstanding principal in accordance with the terms of the KBM Note. As of the date of this report the remaining amount currently outstanding on the KBM Note is $94,235.
On February 25, 2015, the Registrant accepted a conversion notice from WHC Capital, LLC ("WHC") to partially satisfy a $55,000 Convertible Promissory Note Agreement ("the WHC Note") dated April 21, 2014, with WHC. 494,330 shares were issued to satisfy $1,892 of the outstanding principal and interest in accordance with the terms of the WHC Note. As of the date of this report the remaining amount currently outstanding on the WHC Note is now $28,367.
On February 27, 2015, the Registrant accepted a conversion notice from RLS Premiere Financial LLC ("RLS ") to partially satisfy a $125,000 Convertible Promissory Note Agreement ("the RLS Note") dated August 7, 2014 with RLS. 528,229 shares were issued to satisfy $2,536 of the outstanding principal in accordance with the terms of the RLS Note. As of the date of this report the remaining amount currently outstanding on the RLS Note is $17,465.
On March 2, 2015, the Registrant accepted a conversion notice from Tangiers Investors LP, ("Tangiers") to partially satisfy a $750,000 Convertible Promissory Note Agreement ("the Note") dated October 2, 2012 with Tangiers. 1,058,263 shares were issued to satisfy $3,778 of the outstanding principal and interest in accordance with the terms of the Note, as amended on December 5, 2014. As of the date of this report the remaining amount currently outstanding on the Note, including accrued interest, is now $463,080.
On March 2, 2015, the Registrant accepted a conversion notice from Typenex Co-Investment, LLC ("Typenex") to partially satisfy a $280,000 Convertible Promissory Note Agreement ("the Typenex Note") dated October 1, 2013 with Typenex. 915,000 shares were issued to satisfy $3,843 of the outstanding principal and interest in accordance with the terms of the Typenex Note. As of the date of this report the remaining amount currently outstanding on the Typenex Note, including accrued interest and other fees, is now $90,257.
KBM, WHC, RLS, Tangiers, and Typenex are each an “accredited investor” as defined under Rule 501 of Regulation D. The Company believes that these transactions are exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933, as amended.
The above described executed Notes are attached hereto and incorporated by reference as Exhibits 10.1 through 10.6.
As of the date of this report the Registrant has 13,566,796 shares of its common stock issued and outstanding and 13,408,686 shares in the public float.