Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
October 25, 2022, the Company issued 6,111,112 shares of the Company’s Common Stock to a consultant for services rendered in October
2022. The Company valued these shares based on quoted trading prices on the date of grant at $0.0009 per share or $5,500, which was recorded
as stock-based consulting expense.
On
November 16, 2022, the Company issued 73,301,020 shares of the Company’s Common Stock to a consultant for services rendered from
July 2022 to November 2022. The Company issued 73,301,020 shares of the Company’s Common Stock valued at approximately $0.00007
per share or $51,311, being the closing price of the stock on the date of grant to such consultant.
From
October 17, 2022 through December 27, 2022, the Company issued an aggregate of 380,506,070 shares of its Common Stock at an average contractual
conversion price of $0.001 as a result of the conversion of principal of $485,700, and accrued interest of $29,521 underlying certain
outstanding convertible notes converted during such period.
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 December 31, 2022, we were in default under a certain loan payable issued to certain lender on October 3, 2019 for failure to pay
an aggregate of $65,280 and $28,398 of principal and accrued interest, respectively, as of December 31, 2022, subsequent to their maturity
date. We are currently in discussions with such noteholder to extend such maturity date. See “Note 5 – Loans” to our
unaudited condensed consolidated financial statements in Part I of this Quarterly Report for additional information.
Item
4. Mine Safety Disclosures.
Not
Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.