Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
From
July 1, 2020 through September 28, 2020, the Company issued an aggregate of 442,031,352 shares of its common stock at an average
contractual conversion price of $0.00096, ranging from $0.00056 to $0.0020, as a result of the conversion of principal of $391,935,
interest of $25,735 and conversion fees $6,750 underlying certain outstanding convertible notes converted during such period.
During
the three months ended September 30, 2020, we received aggregate gross proceeds of $201,044 from the exercise of 10,445,482 prefunded
warrants and 5,000,000 Series B Warrants.
Except
as otherwise noted, the securities in the transactions describe above were sold in reliance on the exemption from registration
provided in Section 4(a)(2) of the Securities Act for transactions not involving any public offering. Each of the persons acquiring
the foregoing securities was an accredited investor (as defined in Rule 501(a) of Regulation D) and confirmed the foregoing and
acknowledged, in writing, that the securities must be acquired and held for investment. All certificates evidencing the shares
sold bore a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other
remuneration was paid or given directly or indirectly in connection therewith. The proceeds from these sales were used for general
corporate purposes.
Item
3. Defaults Upon Senior Securities.
As
of September 30, 2020, we were in default under certain convertible promissory note issued to certain noteholder on August 10,
2017 for failure to pay an aggregate of $8,500 of principal and accrued interest as of September 30, 2020, subsequent to their
maturity dates. In October 2020, note holder of certain convertible promissory notes issued on August 30, 2019, agreed to waive
the 24% default interest on such convertible notes. We are currently in discussions with such noteholders to extend such maturity
dates. See Note 6 – Convertible Notes to our unaudited condensed consolidated financial statements in Part I of this Quarterly
Report for additional information.
Item
4. Mine Safety Disclosures.
Not
Applicable.
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