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): July 22, 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 obligation of 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Trading Name of each exchange
each class Symbol(s) on which registered
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None N/A N/A
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. [ ]
1
Item 1.01 Entry into a Material Definitive Agreement.
On July 22, 2019 the Company purchased shares of its Class A Preferred
Stock from the following persons:
Class A
Name Preferred Shares Consideration
William Alessi 12,000,000 $200,000 (1)
Chris Chumas 6,000,000 $100,000 (1)
(1) Payment for the preferred shares was in the form of a Note. The Note bears
interest at 8% per year, is due and payable on December 31, 2019 and is
unsecured.
On July 22, 2019 S. Mark Spoone converted his 12,000,000 shares of the
Company's Class A Preferred Stock into 450,000 shares of the Company's common
stock.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 of this report.
Item 3.02 Unregistered Sale of Equity Securities.
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 in
Section 1.01 of this report. The persons who acquired these securities were
sophisticated investors and were 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 persons who acquired
these securities acquired them for their own accounts. 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 issuance of these securities.
2
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.
LONE STAR GOLD, INC.
Dated: July 25, 2019 By: /s/ William Alessi
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William Alessi
Chief Executive Officer