UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20509
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
August
13, 2015
Date
of Report
(Date
of earliest event reported)
FONU2
INC.
(Exact
name of registrant as specified in its charter)
NEVADA |
000-49652 |
65-0773383 |
(State
or other jurisdiction of incorporation) |
(Commission
File No.) |
(IRS
Employee I.D. No.) |
135
Goshen Road Ext., Suite 205
Rincon,
GA 31326
(Address
of Principal Executive Offices)
(912)
655-5321
Registrant's
Telephone Number
N/A
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 obligation of the registrant under
any of the following provisions:
☐
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))
Item
3.02 – Unregistered Sales of Equity Securities
On September 3, 2015 the Company issued 3,011,178
shares of common stock to Service Trading Company, LLC on a partial conversion of a convertible note in the value of $7,347.27
($0.00244 / share).
On September 3, 2015 the Company issued 1,901,869
shares of common stock to Union Capital, LLC on a partial conversion of a convertible note in the value of $5,230.14 ($0.00275
/ share).
On September 3, 2015 the Company issued 5,172,414
shares of common stock to Vis Vires Group, Inc on a partial conversion of a convertible note in the value of $15,000.00 ($0.0029
/ share).
On September 8, 2015 the Company issued 2,486,957
shares of common stock to Vis Vires Group, Inc on a partial conversion of a convertible note in the value of $5720.00 ($0.0023
/ share).
On September 8, 2015 the Company issued 4,019,288
shares of common stock to Service Trading Company, LLC on a partial conversion of a convertible note in the value of $7,110.12
($0.00177 / share).
On September 9, 2015 the Company issued 3,662,035
shares of common stock to Union Capital, LLC on a partial conversion of a convertible note in the value of $5,236.71 ($0.00143
/ share).
On September 10, 2015 the Company issued 10,714,285
shares of common stock to Coventry Enterprises LLC on a partial conversion of a convertible note in the value of $15,000.00 ($0.0014
/ share).
These issuances of the shares were exempt
under Section 4(a)(2) of the Securities Act.
On August 13, 2015, the Company issued a replacement
Convertible Note to Service Trading Company in the amount of $40,517.00. The Note is convertible at 61% of the lowest trading price
of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are
traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the fifteen prior
trading days. This note replaces a promissory note in the amount of $40,517 issued to Robison, Belaustegui, Sharp and Low (RSB&L)
on February 17, 2015.
On August 19, 2015, the Company issued a replacement
note to JDF Capital LLC in the amount of $20,200.00. The note is convertible at 60% of the lowest closing price of the
Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange
upon which the Common Stock may be traded in the future ("Exchange"), for the five prior trading days.
This note replaces a promissory note in the amount of $18,000 (plus $2,200 in interest) issued by Robert Lees on August 5, 2014.
On
September 2, 2015, the Company issued a replacement Convertible note to Rocwall Capital LLC in the amount of $23,689.00. The note
is convertible at 60% of the lowest closing price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange
which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"),
for the five prior trading days. This note replaces a promissory note in the amount of $23,689 issued to Ms. Megan
Murphy on February 12, 2015.
As of September 11 2015, there are 290,167,085
common shares issued and outstanding.
Item
2.04 – Triggering Events that Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement
On
September 3, 2015, the Company received a default notice in regard to the Company's subordinated note payable to Applebox Box
Productions, Inc. in the original principal amount of $600,000. The Company is in communication with Applebox’s counsel,
and expects the default to be cured shortly.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
FONU2 INC., a Nevada corporation |
Date:
September 11, 2015
|
|
|
By: |
/s/ Roger Miguel |
|
|
Roger
Miguel, Chief Executive Officer |
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