What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-05-16 compared with 2021-11-15 · 18 added, 18 removed, 2 unchanged (95% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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

(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.

29, 2021, we issued 6,000 shares of Common Stock to WallachBeth as compensation for consulting services.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS.

the period covered by this report, the Company has not issued unregistered securities to any person, except as described below.

of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering,

and, unless otherwise indicated below, the Registrant believes that each transaction was exempt from the registration requirements of

the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder,

and/or Regulation S promulgated thereunder regarding offshore offers and sales.

All recipients had adequate access, though

their relationships with the Registrant, to information about the Registrant.

In January 2022, the Company issued an aggregate

of 1,306,007 shares of Common Stock to Consultants, who provided consulting services.

On January 1, 2022, the Company engaged BarLew Holdings, LLC, a consultant

(“Barlew”) for consulting and advisory services for six months, with a monthly payment of USD15,000, as well as additional

compensation of 75,000 shares of restricted common stock.

In March 2022, the Company issued 75,000 shares to BarLew.

In March 2022, the Company issued 242,247 warrants

to a FINRA member firm.

DEFAULTS UPON SENIOR SECURITIES.

MINE SAFETY DISCLOSURES.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities