SurgePays Inc (SURG)

[shajandr]

OUCH!!! First CONversion notice 8-K filed:

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On or about April 1, 2016, the Company received a “Notice of Conversion” from Paywall, Inc. (“Paywall”) pursuant to a March 23, 2016 addendum to a Convertible Promissory Note dated January 19, 2016 (the “Conversion”). Pursuant to this Conversion, the Company was obligated to issue to Paywall, Inc. 454,545 shares of Common Stock restricted in accordance with Rule 144 in exchange for the forgiveness of $20,000 owed to Paywall. On April 6, 2016, the Company received a letter from Paywall assigning full ownership to the aforementioned common stock to Edwin Winfield, a Nevada resident (the “Winfield Stock”). The issuance of the Winfield Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. Mr. Winfield is a sophisticated investor, familiar with our corporate operations, and there was no general solicitation. This transaction (e.g. Paywall Conversion and Assignment) was approved by Written Consent of the Board of Directors through authority set forth in our Articles of Incorporation, corporate bylaws, and §78.315 of the Nevada Revised Statutes. The Winfield Stock was issued on or about June 14, 2016, and was fully paid and non-assessable upon the receipt of the Notice of Conversion from Paywall, Inc.