Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Information
regarding any equity securities we have sold during the period covered by this Report that were not registered under the Securities Act
of 1933, as amended is set forth below. Each such transaction was exempt from the registration requirements of the Securities Act by
virtue of Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated by the SEC, unless otherwise noted. Unless stated
otherwise: (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising
related to the offerings; (iii) each of the persons who received these unregistered securities had knowledge and experience in financial
and business matters which allowed them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable
about our operations and financial condition; (iv) no underwriter participated in, nor did we pay any commissions or fees to any underwriter
in connection with the transactions; and, (v) each certificate issued for these unregistered securities contained a legend stating that
the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale
of the securities.
On June
29, 2021, we issued 6,000 shares of Common Stock to WallachBeth as compensation for consulting services.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
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