Florida
|
333-169145
|
27-0645694
|
(State of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
r |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
r
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
r
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
r
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Shares
|
Purpose
|
Amount
|
|
666,586,391
|
Note Conversions
|
$ 153,981 (1)
|
|
249,829,060
|
Note Conversions
|
$ 65,450 (2)
|
|
57,100,000
|
Note Conversions
|
$ 5,210 (3)
|
|
320,000,000
|
Executive Compensation
|
$ 21,800 (4)
|
|
78,200,000
|
Equity Line Commitment fee
|
No dollar consideration (5)
|
|
500,000
|
Note Extension
|
No dollar consideration (6)
|
|
1,338,600
|
Professional Fees
|
$ 12,500
|
(1)
|
The note for $271,575.71 was issued in partial consideration for the acquisition of Bobby V’s Original Westshore Pizza, LLC and its sister corporation. Even though these transactions were terminated last year, we have honored conversions of the note by three purchasers of the note from the original holder. We did not receive any cash consideration for the note. The unconverted balance of the note at the date this report is filed is $117,594.71.
|
(2)
|
Two notes were issued for $80,000 cash. Penalties and interest increased the total obligation to $116,000. The unconverted balance of the notes at the date this report is filed is $54,550 (not including interest). The note holder is expected to continue conversions of the balance in May 2013.
|
(3)
|
The note was issued for $5,000 cash. Interest increased the total obligation to $5,750. The unconverted balance of the note at the date this report is filed is $540.
|
(4)
|
The shares were issued to management in satisfaction of account payable for accrued compensation.
|
(5)
|
The shares were issued as a commitment fee for an equity line which we believe is still available to us.
|
(6)
|
The shares were issued in payment of accounting and legal fees.
|