Item 3.02 Unregistered Sales of Equity Securities.

On May 25, 2018, Truli Media Corp, Inc. (the “Company”) filed a Certificate of Designation (the “COD”) authorizing 600,000 shares of the Company’s preferred stock as the new Series A-1 Convertible Preferred Stock (the “Series A-1”). The Series A-1 has a stated value of $1.00 and is convertible into shares of Common Stock at $0.005 per share, subject to adjustment in the event of stock splits, stock dividends or reverse splits, and issuances of securities at prices below the prevailing conversion price of the Series A-1. Dividends accrue on  the Series A-1 at a rate of 10% per annum. Holders of Series A-1 are entitled to vote together with holders of the Common Stock on an as-converted basis, subject to a beneficial ownership limitation of 4.99%. The Series A-1 is redeemable upon the occurrence of certain triggering events.

On June 1, 2018, the Company entered into Securities Purchase Agreements (each a “SPA”) with the two Holders of the Company’s Series A Convertible Preferred Stock (the “Series A”). Together the Holders also hold all outstanding shares of the Company’s Series C Convertible Preferred Stock (the “Series C”), and the Series C-1 Convertible Preferred Stock (the “Series C-1”). Pursuant to the SPA, the Holders purchased a total of 300,000 of shares of Series A-1 and Warrants to purchase 60,000,000 shares of the Company’s Common Stock in exchange for a total of $300,000.

The Warrants have a five year term and an exercise price of $0.01 per share, subject to adjustment in the event of stock splits, stock dividends or reverse splits and issuances of securities at prices below the prevailing exercise price of the Warrants.

The Series A-1 and Warrants have not been registered under the Securities Act of 1933 (the “Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Act and Rule 506(b) promulgated thereunder. The Company reasonably believes that each investor is an accredited investor as defined by Rule 501 under the Act and acquired the securities for investment and not with a view to distribution under the Act.

As a result of the issuance of the Series A-1 and Warrants, the Company may be required to issue more shares of the Company’s Common Stock than are currently authorized under the Company’s Certificate of Incorporation. The Company intends to affect a reverse stock split so that the Company has sufficient Common Stock authorized to reserve the required number of shares. The terms of the COD for the Series A-1 and the Warrants require the Company to reserve a number of shares of Common Stock equal to three times the number of issuable securities under the Series A-1 and the Warrants.

Net proceeds from the sale of the Series A-1 and Warrants were approximately $292,500, after payment of legal fees for the Company.

The foregoing description of the Series A-1, the SPA, and the Warrants is a summary only and is qualified in its entirety by the form of the COD, the form of the SPA, and the form of the Warrants, which are filed as Exhibits 4.1, 10.1, and 10.2 hereto, respectively, each of which are incorporated herein by reference.