UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): March 5, 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 ( see General Instruction A.2. below):

o          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01   

ENTRY INTO A DEFNITIVE AGREEMENTS

On March 5, 2018 the Registrant entered into a Securities Purchase Agreement with Power Up Lending Group, LTD (“PUL”) providing for the purchase of a Convertible Promissory Note (the “Note”) in the principal amount of $33,000 bearing interest at the rate of 12% per annum. The Registrant receiving net proceeds of $27,500.

The PUL Note bears interest at the rate of 12% per annum.  All interest and principal must be repaid on or before December 15, 2019.  The PUL Note is convertible into common stock, at PUL's option, at a 39% discount to the average of the twenty lowest closing prices of the Registrant’s common stock during the 20 consecutive trading days prior to conversion.  

Item 3.02

UNREGISERED SAKE OF EQUITIES SECURITIES

The information set forth in Item 1.01 is incorporated herein by reference. The issuance of the securities set forth herein were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act and Rule 506 promulgated thereunder in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient in each transaction; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipients of the notes were accredited investors.

Item 9.01 Exhibits

Exhibit Number

Description

10.1

Form of PUL Securities Purchase Agreement

10.2

Form of PUL Convertible Promissory Note