000-54254
(Commission File No.)
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27-3051592
(IRS Employer Identification No.)
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Item 3.02
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Unregistered Sales of Equity Securities
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On September 5, 2012, the Company issued 4,947,368 shares of Class A Common stock at an applicable conversion price of $0.0038. Asher Enterprises converted $17,500 of its note convertible in the amount of $32,500. The agreement with Asher allows them to convert their debt after six (6) months at a conversion price equal to the lowest closing bid price ten (10) trading days prior to the conversion date. Asher has completed the conversion of the note dated January 10, 2012. This draw is against the note dated January 10, 2012 in the amount of $32,500. The 2nd note reflects the better terms on behalf Company which resulted in the higher conversion price than the previous notes.
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Item 8.01
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Other Events
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On August 27, 2012, Asher Enterprises filed a Schedule 13G. There appears to be some confusion by shareholders regarding this filing. The filing only indicates that Asher has the right within 61 days to own up to 17,906,207 of the outstanding share count. The filing does not mean the Asher owns 17,906,207. Asher is not a 10% shareholder and therefore is not subject to the requirements of Section 16 of the Securities Exchange Act of 1934. As a result, Asher is not required to file Form 3 or Form 4 when they dispose of their shares. Hopefully this clears up any misunderstanding or confusion regarding Asher’s Schedule 13 filing.
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Dated: September 7, 2012 | The Graystone Company, Inc. | ||
By: | /s/ Joseph Mezey | ||
Name: Joseph Mezey | |||
Title: CFO |