Convertible Notes and Note Conversions

On February 15, 2018, we issued a convertible promissory note dated February 15, 2018, in the face amount of $53,000 to Power Up Lending Group Ltd., for which we received gross proceeds of $53,000. The note bears interest at 12% per annum, which would increase to 22% upon an event of default and has a maturity date of February 15, 2019. Within 180 days of the note, the note is convertible at any time into shares of our common stock at a conversion price equal to 61% of the average of the two lowest trading prices of our common stock during the 15 trading days preceding the conversion date. We have the option to redeem the note within 30 days from the date of issuance at 115% of the principal and interest; between 31 and to 60 days from the date of issuance at 120% of the principal and interest; between 61 days and 90 days from the date of issuance at 125% of the principal and interest; between 91 days and to 120 days from the date of issuance at 130% of the principal and interest; between 121 days and to 150 days from the date of issuance at 135% of the principal and interest; between 151 days and to 180 days from the date of issuance at 140% of the principal and interest and after 180 days the right of prepayment expires. We are required at all times to have authorized and reserved six times the number of shares that would be issuable upon full conversion of this note.

From January 1, 2018 through March 2, 2018, we issued an aggregate of 118,352,069 shares upon the conversions of outstanding notes and cashless exercises of warrants issued to lenders. As a result of these issuances, we have outstanding 233,571,295 shares of common stock as of March 2, 2018.

The sale of these securities were made pursuant to Rule 506(b) of Regulation D promulgated by the SEC under the Securities Act. The purchasers of the securities were “accredited investors” as defined in Rule 501(a) of Regulation D. The purchasers acknowledged appropriate investment representations with respect to the issuances of the securities and consented to the imposition of restrictive legends upon the certificates representing the notes, conversion shares and warrants. The securities were not issued as a result of any general solicitation. The purchasers were afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the investments. No selling commissions or other remuneration were paid in connection with the sale of these securities.