Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is traded on the OTCQB tier of
the over-the-counter market operated by OTC Markets Group, Inc. under the symbol “ OCEL ”. The trading market for our
common stock is limited and sporadic. We can provide no assurance that our shares of common stock will continue to be traded on the over-the
counter market or another national securities exchange, or if traded, that any public market for our common stock will be active and sustained.
The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price
and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
(a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
(b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to
the customer with respect to a violation to such duties or other requirements of securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask
price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure
document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language,
type, size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to
effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of
the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value
of each penny stock held in the customer’s account.
In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from those rules the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability
statement.
These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because
our common stock is subject to the penny stock rules, shareholders may have difficulty selling those securities.
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Common
Stock
As of January 28, 2022, 1,149,204,595 shares of
our common stock were outstanding.
Holders
of Our Common Stock
As of January 28, 2022, we had approximately 200
holders of record of our common stock. One of these holders is CEDE and Company which is the mechanism used for brokerage firms to hold
securities in book entry form on behalf of their clients and as of January 28, 2022, they held approximately 271,200,000 shares of common
stock for these shareholders. Based on a recent industry report obtained detailing the number of non-objecting holders of our common stock
held through brokerage firms, we believe that the Company has significantly in excess of 6,000 beneficial stockholders as of the date
of this report.
Dividend Policy
We have never paid or declared dividends on our
securities. The payment of cash dividends, if any, in the future is within the discretion of our Board and will depend upon our earnings,
our capital requirements, financial condition and other relevant factors. We do not expect to pay dividends for the foreseeable future,
and intend to retain future earnings, if any, towards the use in our business and growth strategies.
Securities
Authorized for Issuance under Equity Compensation Plans
Plan category
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
2020 Plan (a)
-0-
--
-0-
Board Stock Compensation Plan
-0-
--
4,513,192
Management And Consultants Performance Stock Plan (a)
-0-
---
-0-
2021 Equity Incentive Plan
-0-
-0-
166,600,000
(a) No awards were issued under the 2020 Plan and the 2020 Plan was terminated in connection with the adoption
of the Company’s 2021 Equity Incentive Plan. Following the adoption of the 2021 Equity Incentive Plan and consummation of the Share
Exchange Agreement described in “ Item 11. Executive Compensation ” in October 2021, the Management And Consultants Performance
Stock Plan, but not unexchanged shares awarded under the Management And Consultants Performance Stock Plan ,was terminated.
Recent
Sales of Unregistered Securities
1. During November 2020, the Company sold 800,000 shares of common stock to an “accredited investor”,
at $0.05 per share, for an aggregate purchase price of $40,000. The proceeds were used for working capital.
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2. During February 2021, the Company sold an aggregate of 12,340,910 shares of common stock to five “accredited
investors” at prices ranging from $0.05 per share to $0.06 per share for an aggregate purchase price of $665,000. The proceeds were
used for working capital.
3. On February 22, 2021, the Company sold 1,818,181 shares of common stock to Republic Asset Holdings LLC.,
a Company controlled by Michael Carbonara, a director of the Company, at $0.055 per share for an aggregate purchase price of $100,000.
The proceeds were used for working capital.
4. During April 2021, the Company sold an aggregate of 13,677,821 shares of common stock to seven “accredited
investors” at prices ranging from $0.03 per share to $0.25 per share for an aggregate purchase price of $535,000. The proceeds were
used for working capital.
5. During May 2021, the Company sold an aggregate of 2,087,822 shares of common stock to eight “accredited
investors” at prices ranging from $0.13 per share to $0.15 per share for an aggregate purchase price of $286,250. The proceeds were
used for working capital.
6. During the period June 2021 through July 2021, the Company sold an aggregate of 11,541,500 shares of common
stock to four “accredited investors” at prices ranging from $0.05 per share to $0.13 per share for an aggregate purchase price
of $631,020. The proceeds were used for working capital.
7. During August 2021, the Company sold an aggregate of 3,000,000 shares of common stock to one “accredited
investor” at $0.05 per share for an aggregate purchase price of $150,000. The proceeds were used for working capital.
8. During October 2021, the Company sold an aggregate of 7,500,000 shares of common stock to four “accredited
investors” at $0.04 per share for an aggregate purchase price of $300,000. The proceeds were used for working capital.
None of the above issuances involved any underwriters,
underwriting discounts or commissions, or any public offering and we believe were exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) and Regulation D promulgated thereunder due to
the fact that there was no solicitation or advertising and the did not involve a public offering of securities.
Item 6. Selected Financial Data.
As a “smaller reporting company,”
as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this item of Form 10-K.