Preferred Stock

On April 4, 2019, the Company filed a Certificate of Designation with the Office of the Secretary of State of the State of Delaware.  The Certificate of Designation designated 3,000,000 shares of preferred stock as Series J-1 Preferred Stock.  A copy of the Certificate of Designation detailing the rights and preferences of the stock is attached hereto as Exhibit 3.1.  In the State of Delaware, the Certificate of Designation has the effect of amending the Certificate of Incorporation by adding to the Certificate of Incorporation the terms and conditions of the Designation and the stock designated.

On April 19, 2019, the Company issued a total of 2,353,548 shares of Series J-1 Preferred Stock (the "Shares") to a total of two entities.  The Shares are convertible into shares of common stock of the Registrant at the rate of $0.60 per share.  The issuance was exempt from the registration requirements of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the same Act since the issuance of the Shares did not involve any public offering.  

In addition, the Company entered into a letter agreement with the two entities, pursuant to which the Company has agreed to include the shares of common stock issuable upon full conversion of the Series J-1 Preferred Stock in the next registration statement that the Company files (the "Piggyback Registration Statement"). The Company must file the Piggyback Registration Statement on or before August 30, 2019.

Common Stock

In April 2019, the Company issued 656,181 shares of common stock upon conversion of $393,709 in principal and interest on convertible notes.