As of the date hereof, the authorized common s tock of the Company consists of 750,000,000 authorized shares of Common Stock, $ 0.0001 par value per share, of which 10,430,296 shares are issued and outstanding; and 93,043,863 shares are reserved for issuance upon conversion of the Note.   All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non - assessable.  .