AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
of Report (Date of earliest event reported) June 12, 2020
name of registrant as specified in its charter)
(State or other jurisdiction
Indiana Court, Los Angeles, CA 90291
(Address of principal executive offices and Zip Code)
telephone number, including area code: 424.570.9446
(Former name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Securities registered pursuant to Section 12(b) of the Act:|
of each class
of each exchange on which registered|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company [ ]
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
1.01 Entry into a Material Definitive Agreement.
information provided under Item 3.02 is responsive to the information required by this Item 1.01.
3.02 Unregistered Sales of Equity Securities.
June 12, 2020, we completed a private placement of an aggregate of 11,170,000 units at a price of CAD$0.05 per share for aggregate
gross proceeds of CAD$558,500. Each unit is comprised of one share of our common stock and one share purchase warrant. Each warrant
will entitle the holder thereof to acquire one share of our common stock at a price of CAD$0.10 per warrant share until June 12,
the 11,170,000 shares we issued: (i) 1,690,000 units were issued pursuant to the exemption from registration under the Securities
Act of 1933, as amended, provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act
of 1933, as amended, to two investors each of who were an “accredited investor” within the meaning ascribed to
that term in Regulation D; and (ii) 9,480,000 units were issued to ten non-U.S. persons (as that term is defined in Regulation
S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2)
of the Securities Act of 1933, as amended.
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.