Item 3.02 Unregistered Sales of Equity Securities.





Conversion of Notes

As previously reported, the Company entered into agreements by and between the Company and various investors by which investors hold convertible promissory notes convertible into shares of the Company's common stock. Between December 24, 2019 and January 3, 2020, holders of convertible promissory notes converted an aggregate principal and interest amount of $23,092 into an aggregate of 352,048 shares of the Company's common stock.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

Conversion of Preferred Shares

As previously reported, on April 3, 2019, the Company filed a certificate of designation (the "Series J COD") of Series J Preferred Stock (the "Series J"). Pursuant to the Series J COD, the Company designated 100,000 shares of preferred stock as Series J. The Series J has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series J COD.

On December 5, 2019, a holder of Series J Preferred Stock converted an aggregate of 50 Series J shares into an aggregate of 171,176 shares of the Company's common stock.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.





Consultant Issuances

On December 31, 2019, the Company issued to consultants and one employee for performance an aggregate of 147,996 shares of the Company's common stock for services.

The securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.





Make Good Issuances

In connection with certain one-time make good agreements, on December 31, 2019, the Company issued an aggregate of 44,056 shares of its common stock to certain holders of its common stock.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

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