Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
During
the period covered by this report, the Company has not issued unregistered securities to any person, except as described below. None
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.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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