Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
From
October 1, 2024 through December 31, 2024, the Company issued an aggregate of 3,041 shares of its common stock at an average contractual
conversion price of $6 as a result of the conversion of principal of $18,300, interest of $1,558 and conversion fees $2,034 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 December 31, 2024, we were in default under certain loan issued to certain noteholders on October 3, 2019 for failure to pay an aggregate
of $65,280 and $50,477 of principal and accrued interest, respectively, and noteholder on August 15, 2023 for failure to pay an aggregate
of $132,000 and $24,852 of principal and accrued interest, respectively, as of December 31, 2024, subsequent to their maturity date.
Additionally, outstanding convertible notes for total principal amount of $167,200 with maturity dates between April 2024 and December
2024 are currently in default as of December 31, 2024. We are currently in discussions with such 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.
Item
4. Mine Safety Disclosures.
Not
Applicable.
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