Quarterly report pursuant to Section 13 or 15(d)

11. Subsequent Events

11. Subsequent Events
9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events
  11. Subsequent Events


Issuance of Unregistered Securities

Convertible notes 


From October 1, 2020, through November 20, 2020, the Company issued and sold an aggregate of $70,000 Convertible Promissory Notes (the “Notes”) and warrants to purchase an aggregate of 1,739,375 shares of common stock (the “Warrants”). The Company received proceeds from the private placement of $63,000, which funds were used, and are being used, for general corporate purposes and working capital.


The Notes are due twelve (12) months from their respective issuance dates (the “Maturity Date”). The Notes do not bear interest and were issued in the face amount equal to 110% of the purchasers’ commitments. The Notes are convertible into shares of the Company’s common stock at a rate of $0.02 per share. If the Notes are not paid in full by the Maturity Date, the balance remaining on the Maturity Date shall be increased by 10% and the Company shall be required to pay interest at a rate of 10% per annum thereon until all sums thereunder are paid in full.


The Warrants are exercisable into shares of the Company’s common stock for a term of one (1) year at an exercise price of $0.03 per share. The Warrants also contain provisions that protect the holders against dilution by adjustment of the conversion price in certain events involving a reduction or increase in the Company’s shares.


The offering was made to U.S. “accredited investors,” as the term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and was made without general advertising or solicitation. The securities sold in the offering were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on exemptions from registration including the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act, and corresponding provisions of state securities law, which, respectively, exempt transactions by an issuer not involving any public offering or transactions with non-U.S. Investors.


Of these aggregate amounts, the Company received proceeds of $63,000 on the sale of $70,000 in Notes and Warrants to purchase 1,739,375 shares of common stock were purchased subsequent to the September 30, 2020 reporting date of this Form 10-Q.


Private sale of restricted common stock


In November 2020, the Company issued 333,333 shares of restricted common stock for proceeds of $5,000 at a price of $0.015, along with other considerations.