UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 14, 2019
LONE STAR GOLD, INC.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-54509 45-2578051
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(Commission File Number) (IRS Employer Identification No.)
202311 Chartwell Ctr Dr Ste 1469,Cornelius NC 28031
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(Address of Principal Executive Offices) (Zip Code)
1-800-947-9197
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
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-14c))
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-2 of this
chapter.
Emerging growth company [ ]
If 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. [ ]
Item 3.02 Unregistered Sale of Equity Securities.
On March 14, 2019 the Company borrowed $50,000 from an unrelated third
party. The loan was unsecured, bore interest at 8% per year, and was due and
payable on September 14, 2019. At the option of the note holder, the note could
at any time be converted into shares of the Company's common stock. The number
of shares to be issued upon conversion would be determined by dividing the
amount to be converted by 60% of the average of the three lowest closing prices
of the Company's common stock during the ten trading days immediately preceding
the conversion date. If at any time prior to July 14, 2020 the Company sells or
issues any shares of its common stock at a price below $1.20 per share the
Company will issue such number of additional shares of its common stock to the
note holder as determined by the following:
A
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B = C
A
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$1.20 = D
C - D = Number of additional shares to be issued to the note holder Where:
A = The principal amount of the note previously converted by the note holder.
B = The price per share at which the Company's common stock was sold or issued.
On March 15, 2019 the note holder converted the note into 67,750 restricted
shares of the Company's common stock.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with sale of the securities described
above. The person who acquired these securities was a sophisticated investor and
was provided full information regarding the Company's business and operations.
There was no general solicitation in connection with the offer or sale of these
securities. The person who acquired these securities acquired them for his own
account. The certificates representing these securities will bear a restricted
legend providing that they cannot be sold except pursuant to an effective
registration statement or an exemption from registration. No commission was paid
to any person in connection with the sale of these securities.
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.
Date: April 17, 2019 LONE STAR GOLD, INC.
By: /s/ William Alessi
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William Alessi
Chief Executive Officer