Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
From
January 1, 2022 through March 31, 2022, the Company issued an aggregate of 2,341,733 shares of its common stock at an contractual conversion
price of $0.01 as a result of the conversion of principal of $177,750, accrued interest of $8,218 and default penalty interest of $4,000
underlying certain outstanding convertible notes converted during such period.
On
January 20, 2022, the Company issued 666,667 shares of the Company’s common stock for legal services rendered in January 2022.
The 666,667 shares of common stock were valued at approximately $0.03 per share or $20,000, being the average closing prices of the stock
for the month of January 2022, the date of grant.
On
January 24, 2022, the Company issued 2,274,224 shares of the Company’s common stock to a consultant for services rendered from
October 2021 to December 2021. The Company issued 2,274,224 shares of the Company’s common stock valued at approximately $0.02
per share or $45,030, being the closing price of the stock on the date of grant to such consultant.
On
February 17, 2022, the Board approved the issuance of 1,148,326 shares of the Company’s common stock to a consultant for services
rendered upon the termination of the consulting agreement. The Company valued the shares at approximately $0.02 per share or $24,000
being the closing price of the stock on the date of grant to such consultant. The shares were issued on April 7, 2022.
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. 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 March 31, 2022, we were in default under certain convertible promissory note issued to certain noteholders on August 10, 2017 and
October 3, 2019 for failure to pay an aggregate of $145,280 and $38,074 of principal and accrued interest, respectively, as of March
31, 2022, subsequent to their maturity dates. 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.
10
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