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FUELSTREAM INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities

July 15, 2014



Item 1.01 Entry into a Material Definitive Agreement

On July 14, 2014, Fuelstream, Inc. (the "Company") converted into common stock certain promissory notes issued by the Company (collectively, the "Notes"). Subject to the terms and conditions contained therein, the Notes were converted into an aggregate of 39,574,559 shares of common stock of the Company, the result of which was the extinguishment of loans and indebtedness in the collective amount of $42,500.

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 above, on July 14, 2014, the Company issued 39,574,559 shares of common stock to various note holders.

With respect to the transactions noted above. Each of the recipients of shares of the Company in exchange for the indebtedness described above is an accredited investor, or is considered by the Company to be a "sophisticated person", inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving the Shares in lieu of cash. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its shares as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.


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Source: Edgar Glimpses


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