Item 2. Unregistered Sales of Equity Securities
ITEM
2. Unregistered Sales of Equity Securities and Use of Proceeds.
From
January 1, 2020 to March 31, 2020, we had the following sales and issuances of unregistered equity securities:
Date
of Sale
Title
of Security
Number
Sold
Consideration
Consideration
Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security Afforded to Purchases
Exemption
from Registration Claimed
If
Option, Warrant or Convertible Security, Terms of Exercise or Conversion
Security
Holder
January
2020
Common
Stock
115,000
$ 8,050
Shares
issued as penalty for not meeting short term note maturity date; no commissions paid
Section
4(2); and/or Rule 506
Not
applicable
Clyde
Berg, an individual
February
2020
Common
Stock
115,000
$ 10,350
Shares
issued as penalty for not meeting short term note maturity date; no commissions paid
Section
4(2); and/or Rule 506
Not
applicable
Clyde
Berg, an individual
March
2020
Common
Stock
122,500
$ 14,700
Shares
issued as penalty for not meeting short term note maturity date; no commissions paid
Section
4(2); and/or Rule 506
Not
applicable
Clyde
Berg, an individual
These
transactions were conducted in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as
amended, based on the private sale of the securities and the Company’s relationships with the security holders.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
The
$500,000 secured short-term note issued on February 1, 2019 was past due at March 31, 2020. We are accruing 100,000 shares of
Company stock per month, recorded as interest, as penalty shares per agreement with the lender, until paid. 300,000 shares were
recorded as penalty interest during the three months ended March 31, 2020, which was valued at $28,000 based on the date of issuance.
The
$100,000 secured short-term note issued on July 2, 2019 was past due at March 31, 2020. We are continuing to accrue interest at
the stated rate of 12% until the loan is paid in full, or an extension agreement is reached with the lender. We are currently
in discussions with the lender regarding these matters, although we have not obtained a written waiver or entered into an amendment
revising these terms.
The
$150,000 secured short-term note issued on July 18, 2019 was past due at March 31, 2020. We are accruing 15,000 shares of Company
stock per month, which increased to 30,000 shares of common stock per month March 16, 2020, recorded as interest, as penalty shares
per agreement with the lender, until paid. 52,500 shares were recorded as penalty interest during the three months ended March
31, 2020, which was valued at $5,100 based on the date of issuance.
ITEM
4. MINE SAFETY DISCLOSURES
Not
Applicable.
31
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