Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
From
January 1, 2024 through March 31, 2024, the Company issued an aggregate of 70,432,148 shares of its common stock at an average contractual
conversion price of $0.002 as a result of the conversion of principal of $161,760, interest of $5,510 and conversion fees $639 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 and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors
and the transactions did not involve 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, 2024, we were in default under certain loan issued to certain noteholder on October 3, 2019 for failure to pay an aggregate
of $65,280 and $40,658 of principal and accrued interest, respectively, as of March 31, 2024, subsequent to their maturity date. Additionally,
outstanding convertible note of $61,500 with a maturity date of February 23, 2023 and an outstanding promissory note of $132,000 dated
on August 15, 2023 with maturity date of November 15, 2023 are in default as of March 31, 2024. We are currently in discussions with
such loan and noteholders to extend such maturity date. See “Note 5 and 6” to our unaudited condensed consolidated financial
statements in Part I of this Quarterly Report for additional information.
9
Item
4. Mine Safety Disclosures.
Not
Applicable.
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