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): ~~February~~March 102, 2015

VizConnect, Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada

333-170779

27-3687123

(State or other jurisdiction of

incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

Nevada		333-170779		27-3687123
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

136 Dwight Road

Longmeadow, Massachusetts 01106

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (855) 849-2666

N/A

(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 (see General Instruction A.2. below):

¨ 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))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As of ~~February~~March 276, 2015, VizConnect, Inc (the “Company”) had a total of fifteen (15) long-term and short-term convertible notes (the “Notes”) with interest rates ranging from 8% to 12% per annum that may be converted into Company’s common stock (the “Common Stock”) at a variable discount to the market price at the time of conversion. The Notes, upon Company’s default and delivery of the conversion notice by the holder of the Notes, may be convertible into shares of Common Stock based upon either i) the lowest closing price of our stock during certain number of trading days prior to the conversion date, subject to conversion price discounts that vary from 50% to 60% discount, or ii) the conversion price of $0.14 per share. There are ~~146~~160,~~220~~810,~~291~~746 shares of Common Stock outstanding and the Company has reserved an ~~aggregated~~aggregate of 8578,~~397~~102,155 shares for the issuance of Common Stock underlying the Notes as of the date of this current report.

The aggregate principal amount of the Notes is $695,143. As of ~~February~~March 276, 2015, following a series of conversion notices delivered by certain holders of the Notes, an aggregate of $~~147~~159,~~079~~406 of the Notes have been converted into the Common Stock, resulting in an issuance of 7293,~~106~~990,~~993~~551 shares of Common Stock to such note holders. The current outstanding principal balance of the Notes is $~~548~~535,~~064~~737. Using the assumed closing price on ~~February~~March 265, 2015, if all of the Company’s outstanding Notes were to be converted to the Common Stock, the Company would be required to issue approximately an additional ~~468~~564,~~047~~714,~~570~~309 shares in addition to the shares reserved for the Notes.

Below table summarizes the terms of the outstanding convertible notes described above.

Loan Holder	Loan Date	Maturity Date	Interest Rate			Principal Amount		Conversion Price / Conversion Discount %			Principal Amount Converted		# of Common Stock Converted		Principal Amount Balance as of 23/276/2015
Note #1	7/2/2014	6/25/2016		12	%	$	55,833		60	%	$	1721,~~962~~245		1118,~~250~~545,000	$	3734,~~871~~588
Note #2	7/3/2014	7/3/2015		8	%	$	78,750		58	%		-		-	$	78,750
Note #3	7/17/2014	1/17/2015		12	%	$	50,000		50	%	$	20,~~117~~116		16,739,756	$	29,~~883~~884
Note #4	7/17/2014	4/21/2015		8	%	$	68,000		58	%	$	5261,~~230~~275		4358,~~656~~245,~~901~~459	$	156,~~770~~725
Note #5	8/25/2014	2/25/2015		12	%	$	50,000		50	%		-		-	$	50,000
Note #6	9/8/2014	6/10/2015		8	%	$	53,000		58	%		-		-	$	53,000
Note #7	10/1/2014	9/25/2015		8	%	$	25,000		55	%		-		-	$	25,000
Note #8	11/14/2014	11/14/2015		10	%	$	57,000		58	%		-		-	$	57,000
Note #9	12/16/2014	6/25/2016		12	%	$	25,000		60	%		-		-	$	25,000
Note #10	5/23/2013	3/1/2018		12	%	$	10,000	$	0.14			-		-	$	10,000
Note #11	5/30/2013	3/1/2018		12	%	$	10,000	$	0.14			-		-	$	10,000
Note #12	6/24/2013	3/1/2018		12	%	$	10,000	$	0.14			-		-	$	10,000
Note #13	6/30/2013	3/1/2018		12	%	$	10,000	$	0.14			-		-	$	10,000
Note #14	6/30/2013	3/1/2018		12	%	$	10,000	$	0.14			-		-	$	10,000
Note #15	2/6/2013	2/6/2018		8	%	$	182,560	$	0.14		$	56,770		460,336	$	125,790
Total:						$	695,143				$	~~147~~159,~~079~~406		7293,~~106~~990,~~993~~551	$	~~548~~535,~~064~~737

Item 3.02. Amendments to Certificate of Incorporation

The information included in Item 2.03 of this Form 8-K is hereby incorporated by reference into this Item 3.02.

~~Item 5.03. Amendments to Certificate of Incorporation~~SIGNATURES

~~Amendment~~Pursuant to ~~Certificate~~the requirements of ~~Incorporation~~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.

Series A Preferred Shares

	VIZCONNECT, INC.

Dated: March 9, 2015	By:	/s/ Paul Cooleen
		Paul Cooleen
		President and Chief Executive Officer

On February 10, 2015, the board of directors (the “Board”) of VizConnect, Inc. (the “Company”) authorized a Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock (the “Certificate of Designation”), designating three (3) shares of a new series of preferred stock, par value $0.001 per share, as “Series A Preferred Stock.” The Certificate of Designation was filed as an amendment to the Company’s Articles of Incorporation with the State of Nevada on February 10, 2015.

Holder(s) of outstanding shares of Series A Preferred Stock shall be entitled to number of votes equal to the total number of Company’ common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company.

The summary of the rights, privileges and preferences of the Series A Preferred Stock described above is qualified in its entirety by reference to the Certificate of Designation.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Certificate of Designation of Series A Preferred Stock, dated February 10, 2015

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.

	VIZCONNECT, INC.
Dated: March 2, 2015	By:	/s/ Paul Cooleen
		Paul Cooleen President and Chief Executive Officer

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