Face Up Entertainment Group, Inc. (OTCBB:FUEG) announced a private placement of promissory notes with new accredited lender DCO Capital Group LLC for gross proceeds of $200,000 on May 29, 2012. The company will raise the amount in three tranches of $27,000, $73,000, and $100,000 respectively. Each note along with accrued interest at the annual coupon rate of 5%, is payable on the earlier of the six month anniversary of the date the investment, or from the first proceeds that the company receives from the sale of any class of securities through a private offering. The lender has the right to convert the principal amount of the notes and all accrued interest and any expenses incurred, into shares of common stock of the company at a conversion rate of $0.001 per share in case the company defaults on payment of the loan amount. The first note is to be issued on May 29, 2012 for proceeds of $27,000 and matures on November 29, 2012. The second note is to be issued on June 21, 2012 for proceeds of $73,000 and it matures on December 21, 2012. The third tranche is in the amount of $100,000 and can be called by the company on Monday, July 5, 2012 or anytime thereafter for a period of six months from May 29, 2012. The lender is under no further obligation to advance funds if the final tranche has not been called by November 29, 2012.

As of May 29, 2012, the company has closed the first tranche of the transaction. In connection with the issuance of first tranche of the transaction and the letter agreement with lender, the company issued 500,000 shares of common stock pursuant to Regulation D.

On June 21, 2012, the company received second tranche.

On January 10, 2013, Face Up Entertainment Group, Inc. closed the transaction. The company has received $173,000 in the transaction. The company issued 346,000 shares to the lender for the amount.