Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
From
July 1, 2024 through September 30, 2024, the Company issued an aggregate of 194,219,529 shares of its common stock at an average contractual
conversion price of $0.0002 as a result of the conversion of principal of $44,925, interest of $7,053 and conversion fees $2,548 underlying
certain outstanding convertible notes converted during such period.
On
August 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August
12, 2024 to October 12, 2024 for a total fee of $7,500 for each consultant. In August 2024, the Company issued an aggregate of 15,000,000
shares of common stock to the consultants related to this consulting agreement.
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 September 30, 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 $48,009 of principal and accrued interest, respectively, as of September 30, 2024, subsequent to their maturity date.
Additionally, outstanding convertible notes for total principal amount of $83,000 with maturity dates between February 23, 2024 and April
12, 2024 are currently as of September 30, 2024. We are currently in discussions with such noteholder 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.
Item
4. Mine Safety Disclosures.
Not
Applicable.
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