NOTE 11 – SUBSEQUENT EVENTS

Note Conversions

From January 1, 2019 through the date of this Quarterly Report, the Company issued 31,044,271 shares of its common stock at an average conversion price of $0.01, ranging from $0.009 to $0.01, as a result of the conversion of principal and interest in the aggregate amount of $279,708 underlying certain outstanding convertible notes converted during such period.

Put Notices

From January 1, 2019 through the date of this Quarterly Report, the Company issued 29,600,000 shares of its common stock at an average price per share of $0.01 and has received gross proceeds of $277,401 and anticipates the receipt of approximately $120,000 in gross proceeds as a result of executing the last submitted put notice.

Investment Banking Agreement

On February 4, 2019, the Company entered into a letter agreement with a certain investment bank (the “Investment Bank”), pursuant to which the Company retained the Investment Bank as its exclusive placement agent through May 31, 2019. In the event of the closing of an offering during such period (or the tail period after, if applicable) the Investment Bank would receive a percentage of the proceeds in cash and a percentage of the shares of common stock issued by the Company in the offering as warrants.