Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
During
the three month period ended March 31, 2021, we issued a total of
58,586,629 shares of our Common Stock valued at $5,139,637 for the
conversion of outstanding notes payable, reducing debt by $222,000
and interest payable by $6,851 and generating a loss on conversion
of $4,910,786.
 
During
the three months ended March 31, 2020, we issued a total of
24,355,427 shares of our Common Stock valued at $122,379 for the
conversion of outstanding notes payable, reducing the debt by
$66,500 and interest payable by $4,486 and generating a loss on
conversion of $51,393.
 
We
relied upon the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended, to issue these
shares.
 
Other
than reduction of debt from the conversion of the outstanding
convertible notes payable described above, we did not receive any
direct proceeds from the issuance of these shares. The proceeds
from the convertible notes payable were used for working
capital.
 
ITEM 3.   DEFAULTS UPON SENIOR
SECURITIES
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURE
 
Not
Applicable.
 
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