Item 2. Unregistered Sales of Equity Securities
ITEM
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
the quarterly report ended June 30, 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
April
2020
Common
Stock
130,000
$ 14,300
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
May
2020
Common
Stock
130,000
$ 14,300
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
June
2020
Common
Stock
130,000
$ 13,000
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 June 30, 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. 600,000 shares were recorded
as penalty interest during the six months ended June 30, 2020, which was valued at $60,000 based on the date of issuance.
The
$100,000 secured short-term note issued on July 2, 2019 was past due at June 30, 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 June 30, 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. 142,500 shares were recorded as penalty interest during the six months ended June 30,
2020, which was valued at $14,700 based on the date of issuance.
The
$450,000 secured short-term note issued on December 14, 2019 was past due at June 30, 2020. We are continuing to accrue interest
at the stated rate of 15% 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.
ITEM
4. MINE SAFETY DISCLOSURES
Not
Applicable.
30
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