| Item 3 of the 13D is amended by adding the following: The Reporting Person purchased with his personal funds 3,000,000 shares of the Issuer’s Common Stock directly from the Issuer on November 14, 2014. On December 4, 2014, the Reporting Person loaned $30,000 of his personal funds to the Company in exchange for a convertible promissory note convertible into 3,000,000 shares of the Company’s Common Stock at $.01 per share and a warrant to purchase 3,000,000 shares of the Company’s common Stock at $.02 per share. |
| (a) The Reporting Person beneficially owns 26,950,046 (Includes (i) 12,639,846 shares issuable upon conversion of two convertible promissory notes which promissory notes are currently exercisable and (ii) 3,000,000, 800,000, 102,000, 93,000, 90,000, 90,000 and 75,000 shares issuable upon exercise of warrants which warrants are currently exercisable.) shares of the Issuer’s common stock, $0.001 par value, which is equal to 6.8251% of such common stock assuming conversion of all derivative securities owned by the Reporting Person into shares of common stock. (b) Sole power to vote: 26,950,046 (Includes (i) 12,639,846 shares issuable upon conversion of two convertible promissory notes which promissory notes are currently exercisable and (ii) 3,000,000, 800,000, 102,000, 93,000, 90,000, 90,000 and 75,000 shares issuable upon exercise of warrants which warrants are currently exercisable.) shares; Shared Power to vote: 0; Sole Power to Dispose: 26,950,046 (Includes (i) 12,639,846 shares issuable upon conversion of two convertible promissory notes which promissory notes are currently exercisable and (ii) 3,000,000, 800,000, 102,000, 93,000, 90,000, 90,000 and 75,000 shares issuable upon exercise of warrants which warrants are currently exercisable.) shares; Shared Power to dispose: 0. (c) During the last 60 days, the Reporting Person effected the following transactions involving shares of the Issuer’s Common Stock: (i) On November 14, 2014, the Reporting Person purchased 3,000,000 shares of the Issuer’s Common Stock directly from the Issuer at a purchase price of $0.00652 per share; (ii) On December 2, 2014, the Reporting Person sold $34,500 in convertible debt to a third party in a private transaction. The convertible debt is convertible into shares of the Issuer’s Common Stock at $.0261 per share. (iii) On December 4, 2014, the Reporting person acquired a convertible promissory note directly from the Issuer convertible into 3,000,000 shares of the Issuer’s common stock at $.01 per share and warrants to purchase 3,000,000 shares of the Issuer’s common stock at $.02 per share. |