UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
Report (Date of earliest event reported): March 29,
name of the registrant as specified in its charter)
(State or other jurisdiction
NE 4th Avenue, Suite 28, Delray Beach, FL 33483
of principle executive offices) (Zip code)
telephone number, including area code: (804) 205-5036
name or 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 (see General Instruction A.2
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425).
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
Pre-commencement 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)).
by check mark whether the registrant is an emerging growth company
as defined in 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
Emerging growth company
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.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity
Issuance of Additional Common Stock In Private
disclosed in our Current Reports on Form 8-K filed February 21,
2019, February 28, 2019, March 6, 2019, and March 14, 2019 we have
previously accepted subscriptions of $3,023,253 for a total of
14,471,474 shares of Common Stock. On March 29, 2019 we accepted
additional subscriptions in the total amount $327,016 for an
additional 1,113,642 shares of Common Stock. The offer and sale of
these shares was made solely to "Accredited Investors" as defined
in Rule 501 of Regulation D promulgated under the Securities Act of
1933 (the “Securities Act”). We engaged in no general
solicitation or advertising with regard to the offering.
Accordingly, the offer and sale of these shares was exempt under
Rule 506 of Regulation D under the Securities Act.
the issuance of common stock as described above, our total issued
and outstanding common stock will be 32,641,884
Retirement of Note Payable by Issuance of Common Stock
March 29, 2019, we retired a note payable owing to our former
Executive Vice President, Timothy Ryan, in the amount of $30,616.
To retire the note, we issued Mr. Ryan shares of common stock
valued at $0.20 per share, for a total of 153,080 shares issued to
retire the debt.
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Date: April 2,
Philip J. Young
President and Chief Executive