UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

 (Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 12, 2018

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

This Form 8-K amends the Form 8-K filed on February 14, 2018 with the addition of an Item 3.02 to that Form 8-K, and with the addition to item 1.01 of that Form 8-K, in a second paragraph, the sentence “The Note was issued through a private placement to an accredited investor under an exemption from registration pursuant to section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.“

Item 1.01 Entry into a Material Definitive Agreement

On February12, 2018, the Registrant executed with SBI Investments, LLC (“SBI”) a convertible promissory note (the “Note”), dated as of February 7, 2018 with a face value of $241,562 (“Face Value”) under a share purchase agreement (the “SPA”) dated as of the same date. The Note, due 9 months after issuance, carries an interest rate of 6%. The Note may be prepaid within the first 90 days of issuance at 115% of Face Value, from the 91^st through 180^th day after issuance at 125% of Face Value, and thereafter may be prepaid only with the consent of SBI. Beginning on the 181^st day after issuance, the Note becomes eligible for conversion to Company common shares at a conversion price of 65% of the lowest bid price in the 20 trading days prior to conversion notice, subject to the limitation that SBI may be the beneficial owner of no more than 4.99% of the issued and outstanding common shares of the Registrant at any one time. In addition, under the terms of the SPA the Registrant issued SBI 15,000,000 restricted common shares upon Note execution. With this Current Report, the Registrant also announces that the convertible promissory note dated December 27 2017, executed with PowerUp Lending Group LTD, was today paid in full.

The Note was issued through a private placement to an accredited investor under an exemption from registration pursuant to section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.