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
December 8, 2014
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 Employer I.D. No.) |
331 East Commercial Blvd.
Ft. Lauderdale, Florida 33334
(Address of principal executive offices)
(954) 938-4133
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.
As of December 4, 2014, FONU2, Inc., a Nevada corporation (the “Company”), had a total of 617,452,617 shares of common stock outstanding. This increase since the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, was the result of issuances of the Company’s common stock upon conversion of convertible notes as follows:
·
An aggregate of 266,695,701 shares were issued upon conversion of Notes in the aggregate amount of $61,060 at an average conversion price of $0.00023 per share. The convertible debt was purchased by non-affiliated third parties who effected the foregoing conversions.
·
An aggregate of 55,800,000 shares were issued upon conversion of Notes in the aggregate amount of $16,800 at an average conversion price of $0.00030 per share. The convertible debt was purchased by non-affiliated third parties who effected the foregoing conversions.
·
An aggregate of 243,529,413 shares were issued upon conversion of Notes in the aggregate amount of $65,500 at an average conversion price of $0.00027 per share. The convertible debt was purchased by non-affiliated third parties who effected the foregoing conversions.
These shares were issued pursuant to the exemption from registration provided by Section 4(a)(1) of the Securities Act of 1933, as amended, and Rule 144 of the Securities and Exchange Commission. Pursuant to certain covenants contained in their convertible notes, exclusive of Magna Equities II, LLC at no time did the investors own more than 4.99% of the Company’s issued and outstanding common stock following any of the above-referenced conversions by such entities. On October 21, 2014, Magna filed with the Securities and Exchange Commission a Schedule 13G disclosing its ownership of approximately 9.99% of the Company’s issued and outstanding common stock resulting from the above-referenced conversions by Magna.
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: December 8, 2014
/s/ Roger Miguel
Roger Miguel, President and CEO