Annual report pursuant to Section 13 and 15(d)

Convertible Preferred Stock

Convertible Preferred Stock
12 Months Ended
Dec. 31, 2013
Convertible Preferred Stock  
Convertible Preferred Stock



The Series E Convertible Preferred Stock carries the following rights and preferences;


* No dividends.
* Convertible to common stock at the average closing bid price for the Company’s common stock for the 5 trading days prior to the conversion date, and is adjustable to prevent dilution.  (Convertible to 3,225,806 common shares at December 31, 2013).
* Convertible at the Option of the Company at par value only after repayment of the shareholder loans from Joseph Fiore and subject to the holder’s option to convert.
* Entitled to vote 1,000 votes per share of Series E Convertible Preferred Shares.
* Entitled to liquidation preference at par value.
* Is senior to all other share of preferred or common shares issued past, present and future.