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SUBSEQUENT EVENTS
12 Months Ended
Sep. 30, 2012
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 14. SUBSEQUENT EVENTS

 

On October 24,2011 a Complaint (“Complaint”) was filed in the Superior Court of the State of California, County of San Diego Central Division against the Company, the Company’s Chairman, and American Stock Transfer and Trust Company LLC by Rick Plote. The Complaint seeks damages from the defendants jointly and severally of no less than $615, 000 and alleges breach of written agreement, breach of written guarantee and fraud in connection with the defendant’s failure to transfer 4,000,000 common shares of the Company beneficially owned by the company’s Chairman and CEO and pledged by the Company’s Chairman to secure payment of a promissory note issued by an unaffiliated third party (Note 11).

On October 24, 2012 a settlement agreement was executed the terms of which require the litigation being dismissed with prejudice by Rick Plote, the grant to both of the Company and the Company’s Chairman of a waiver and release of and from all claims by Plote and certain third parties , the grant to Plote and certain third parties of a waiver and release of and from all claims by the Company and the Company’s Chairman. The grant of waiver and release by the Company to Plote and certain third parties is the sole obligation imposed on the Company by the settlement agreement.

Between October 19, 2012 and December 12, 2012 the Company:

 

  (a) Amended the terms and conditions of $60,000 of existing indebtedness to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.
  (b) Amended the terms and conditions of $80,000 of existing indebtedness to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 20 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

On October 19, 2012 the Company issued 8,635,222 Common Shares in satisfaction of $9,000 of outstanding convertible indebtedness

On October 19, 2012 the Company issued 5,756,000 Common Shares in satisfaction of $6,000 of outstanding convertible indebtedness

On November 2, 2012 the Company issued 17,500,00 Common Shares in satisfaction of $5,000 of outstanding indebtedness

On November 8, 2012 the Company issued 15,964,912 Common Shares in satisfaction of $9,100 of outstanding convertible indebtedness

On November 9, 2012 the Company issued 14,158,067 Common Shares in satisfaction of $8,179 of outstanding convertible indebtedness

On November 9, 2012 the Company issued 17,500,00 Common Shares in satisfaction of $5,000 of outstanding indebtedness

On November 14, 2012 the Company issued 32,000,000 Common Shares in satisfaction of $17,600 of outstanding convertible indebtedness

On November 19, 2012 the Company issued 16,000,000 Common Shares in satisfaction of $5,600 of outstanding convertible indebtedness

On November 21, 2012 the Company issued 17,500,000 Common Shares in satisfaction of $5,000 of outstanding indebtedness

On November 29, 2012 the Company issued 46,212, 122 Common Shares in satisfaction of $15,250 of outstanding convertible indebtedness

On November 29, 2012 the Company issued 30,303,030 Common Shares in satisfaction of $10,000 of outstanding convertible indebtedness

On November 29, 2012 the Company issued 14,452,111 Common Shares in satisfaction of $5,000 of outstanding convertible indebtedness

On December 10, 2012 the Company issued 30,303,030 Common Shares in satisfaction of $10,000 of outstanding convertible indebtedness

On December 12 , 2012 the Company issued 57,159,091 Common Shares in satisfaction of $12,575 of outstanding convertible indebtedness

On December 12 , 2012 the Company issued 9,242,425 Common Shares pursuant to contractual obligations to debt holders.

On November 27, 2012 the Company amended its certificate of incorporation by amending Article 4 to be and read as follows:

"FOURTH. The total number of shares of stock which this corporation is authorized to issue is:

 

Two Billion  (2,000,000,000) shares of Common Studs with a par value of $0.0001 each; and Twenty Million (20,000,000) shares of Preferred Stock with a par value of $0.0001 each, Two Hundred Thousand (200,000) shares of Non Voting Preferred Stock with a par value of $1.00 each Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding written receipt by the corporation of the holder’s intent to convert.

 

“CLOSING PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.

 

“PRINCIPAL MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.

 

“TRADING DAY” shall mean a day on which the Principal Market shall be open for business.

 

The Common Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series of the Common Stock that may be desired. Subject to the limitation on the total number of shares of Common Stock which the Corporation has authority to issue hereunder, the Board of Directors is also authorized to increase or decrease the number of shares of any series, subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

The Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series of the Preferred Stock that may be desired. Subject to the limitation on the total number of shares of Preferred Stock which the Corporation has authority to issue hereunder, the Board of Directors is also authorized to increase or decrease the number of shares of any series, subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.”