$PCTl: 8K OUT--- (time period extended to 08/19/20
Post# of 103064
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Posted On: 08/05/2019 2:04:52 PM
$PCTl: 8K OUT--- (time period extended to 08/19/2019)
Item 3.02 Unregistered Sales of Equity Securities
Crown Bridge Partners, LLC Note Conversion
On July 17, 2019, the Registrant issued Crown Bridge Partners, LLC 5,550,000 shares of its common stock at $0.00035 per share upon conversion of $1,942.50 in principal under the promissory note dated November 28, 2018. Following this conversion, the principal balance remaining under the note was $29,280.95.
GS Capital Partners, LLC Note Conversions
On July 19, 2019, the Registrant issued GS Capital Partners, LLC 5,207,600 shares of its common stock at $0.0009 per share upon conversion of $4,508 in principal and $178.84 of interest under the promissory note dated January 16, 2019. Following this conversion, the principal balance remaining under the note was $95,492.
On July 29, 2019, the Registrant issued GS Capital Partners, LLC 5,281,088 shares of its common stock at $0.0009 per share upon conversion of $4,562 in principal and $190.98 of interest under the promissory note dated January 16, 2019. Following this conversion, the principal balance remaining under the note was $90,930.
Current Outstanding Shares and Reserves
As of August 2, 2019 there were 230,354,095 shares of the Registrant’s common stock issued and outstanding, and 176,553,273 shares of common stock that have been reserved for conversion of additional convertible notes.
Item 8.01 Other Events.
On July 12, 2019, the Registrant entered into a binding letter of intent (the “LOI”) with 2705908 Ontario Inc. (“Ontario”), a recently incorporated Canadian company. Pursuant to the terms of the LOI, the parties agreed to negotiate and enter into a definitive agreement by July 30, 2019 pursuant to which, by way of a loan agreement and option agreement, Ontario would have been entitled to acquire at least 51% control of the Registrant, through the acquisition of common shares in the capital of the Registrant and direct issuance(s) of common shares from the Registrant (the “Proposed Transaction”). The scheduled closing date of July 30, 2019 was very aggressively set due to an effort to repay certain convertible debt before the prepayment dates and the conversion of such debt into shares of common stock. The due diligence of both organizations has taken longer than anticipated. Both companies are negotiating in good faith and on the stated terms with best efforts and an intention of moving forward and closing the transaction as efficiently as possible and have executed an extension of the LOI through August 19, 2019. A copy of the extension is attached as Exhibit 10.1.
The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 to the current report on Form 8-K filed on July 18, 2019, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
Crown Bridge Partners, LLC Note Conversion
On July 17, 2019, the Registrant issued Crown Bridge Partners, LLC 5,550,000 shares of its common stock at $0.00035 per share upon conversion of $1,942.50 in principal under the promissory note dated November 28, 2018. Following this conversion, the principal balance remaining under the note was $29,280.95.
GS Capital Partners, LLC Note Conversions
On July 19, 2019, the Registrant issued GS Capital Partners, LLC 5,207,600 shares of its common stock at $0.0009 per share upon conversion of $4,508 in principal and $178.84 of interest under the promissory note dated January 16, 2019. Following this conversion, the principal balance remaining under the note was $95,492.
On July 29, 2019, the Registrant issued GS Capital Partners, LLC 5,281,088 shares of its common stock at $0.0009 per share upon conversion of $4,562 in principal and $190.98 of interest under the promissory note dated January 16, 2019. Following this conversion, the principal balance remaining under the note was $90,930.
Current Outstanding Shares and Reserves
As of August 2, 2019 there were 230,354,095 shares of the Registrant’s common stock issued and outstanding, and 176,553,273 shares of common stock that have been reserved for conversion of additional convertible notes.
Item 8.01 Other Events.
On July 12, 2019, the Registrant entered into a binding letter of intent (the “LOI”) with 2705908 Ontario Inc. (“Ontario”), a recently incorporated Canadian company. Pursuant to the terms of the LOI, the parties agreed to negotiate and enter into a definitive agreement by July 30, 2019 pursuant to which, by way of a loan agreement and option agreement, Ontario would have been entitled to acquire at least 51% control of the Registrant, through the acquisition of common shares in the capital of the Registrant and direct issuance(s) of common shares from the Registrant (the “Proposed Transaction”). The scheduled closing date of July 30, 2019 was very aggressively set due to an effort to repay certain convertible debt before the prepayment dates and the conversion of such debt into shares of common stock. The due diligence of both organizations has taken longer than anticipated. Both companies are negotiating in good faith and on the stated terms with best efforts and an intention of moving forward and closing the transaction as efficiently as possible and have executed an extension of the LOI through August 19, 2019. A copy of the extension is attached as Exhibit 10.1.
The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 to the current report on Form 8-K filed on July 18, 2019, and is incorporated herein by reference.
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