Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
From
January 5, 2023 through March 30, 2023, the Company issued an aggregate of 1,375,598,285 shares of Common Stock at an average
contractual conversion price of $0.0002 per share as a result of the conversion of principal of $290,000, and accrued interest of
$17,985 underlying certain outstanding convertible notes converted during such period.
Except
as otherwise noted, the securities in the transactions described 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, 2023, 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 $38,281 of principal and accrued interest, respectively, as of March 31, 2023, subsequent to their maturity
date. Additionally, we were in default under a certain convertible note with principal amount of $120,000 which was issued to a
lender on November 3, 2022 for failure to pay the first installment payment due in March 2023 which is considered an event of
default. 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.
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