UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2015

500 North Northeast Loop 323

Tyler, TX 75708

(Address of principal executive offices) (zip code)

(800) 727-1024

(Registrant's telephone number, including area code)

______________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Section 3 – Securities and Trading Markets 

Item 3.02. Unregistered Sales of Equity Securities. 

Brighton Capital, Ltd. 

On or about July 6, 2015, we entered into a Consulting Agreement with Brighton Capital, Ltd. Pursuant to that agreement, we issued one hundred and fifty thousand (150,000) shares of our common stock to Brighton in consideration for services rendered to us. The issuance of the shares was exempt from the registration requirements under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof. The investor was a sophisticated investor, familiar with our operations, and there was no solicitation. 

Auctus Fund, LLC 

On July 9, 2015, we entered into a Securities Purchase Agreement with Auctus Fund, LLC ("Auctus"), pursuant to which we sold to Auctus a 10% Convertible Promissory Note in the original principal amount of Fifty Five Thousand Dollars ($55,000) (the "Note"). The Note has a maturity date of April 9, 2016, and is immediately convertible into our common stock at a forty two percent (42%) discount from the lowest trading price of our common stock, as reported by any exchange upon which our common stock is then traded, for the fifteen (15) trading days prior to our receipt of notice from the Note holder to exercise this conversion feature. The conversion price shall be subject to a minimum conversion price of $0.00005 per share. The Note can be prepaid by us at a premium as follows: (a) between 0 and 30 days after issuance – 115% of the principal amount; (b) between 31 and 60 days after issuance – 120% of the principal amount; (c) between 61 and 90 days after issuance – 125% of the principal amount; (d) between 91 and 120 days after issuance – 130% of the principal amount; (e) between 121 and 150 days after issuance – 135% of the principal amount; (f) between 151 days and 180 days after issuance – 140% of the principal amount. There is no right to prepay the Note after 180 days. The purchase and sale of the Note closed on July 10, 2015, the date that the purchase price was delivered to us.

The issuance of the Note was exempt from the registration requirements under the Securities Act of 1933 pursuant to Rule 506 of Regulation D and Section 4(a)(2) thereof. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.  

Section 9 – Financial Statements and Exhibits. 

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits 

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

3