Item 3.02 Unregistered Sales of Equity Securities.

On April 10, 2020, Mi1 Global Limited converted certain debt of Mi1 Global Telco., Inc. (the "Company") in the amount of $90 at a price per share of $0.001 into shares of common stock of the Company. As consideration for the conversion, the Company issued 90,000 shares of common stock of the Company to Mi1 Global Limited. As a result of the conversion, Mi1 Global Limited increased its ownership to 90% of the issued and outstanding shares of common stock of the Company.

The issuance of 90,000 new shares of common stock of the Company to Mi1 Global Limited was exempt from registration under Section 4(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(2) of the Securities Act. Neither the Company nor anyone acting on the Company's behalf offered or sold these shares by any form of general solicitation or general advertising.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.

10.4 Debt Exchange Agreement dated as of April 10, 2020 between Mi1 Global Limited and the Company.



















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