Item 2. Unregistered Sales of Equity Securities
ITEM
2.
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
September 19, 2017 the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran (the “ Note ”),
and as of March 31, 2018, $74,338 has been drawn by the Company under the Note. The Note was issued pursuant to a Convertible
Loan Agreement with Roran (the “ Loan Agreement ”). Amounts borrowed under the Note bear interest at 12% per
annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is March 19,
2019. The Note is convertible into shares of the Company’s common stock (“ Common Stock” ) at any time
at the discretion of Roran any time after the first 90-days under the Note at a conversion price per share equal to the lesser
of: (i) 60% multiplied by the lowest trading price for the Common Stock during the 20 trading days prior to the date of the Note;
or, (ii) 60% multiplied by the lowest trading price for the Common Stock during the 20 trading days prior to the date of conversion.
The Note may be repaid in whole at any time. The repayment amount is subject to a premium on the outstanding principal balance
of if repaid after 90-days, ranging from 10% to 25%, depending upon when repayment is tendered. If the Company fails to meet its
obligations under the terms of the Note or the Loan Agreement, the Note shall become immediately due and payable and subject to
penalties provided for in the Note. The foregoing descriptions of the Loan Agreement and the Note do not purport to be complete
and are qualified in their entirety by the terms and conditions of the Loan Agreement and the Note.
The
Note issued under the Loan Agreement was offered and sold without registration under the Securities Act in reliance on the exemptions
provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions
under applicable state laws.
ITEM
3.
DEFAULTS
UPON SENIOR SECURITIES
None.
ITEM
4.
MINE
SAFETY DISCLOSURES
Not
applicable.
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