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Item 5. Market for Registrant’s Common Equity

2023-02-14 compared with 2022-02-14 · 32 added, 107 removed, 12 unchanged (92% of the section changed)

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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.

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:

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;

description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask

(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;

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

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.

As of January 28, 2022, 1,149,204,595 shares of

our common stock were outstanding.

(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.

As of February 13, 2023, 1,463,957,717 shares of our common stock were outstanding.

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.

As of February 3, 2023, we had approximately 207 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 February 3, 2023, they held approximately 379,694,548 shares of common stock for these shareholders.

Based on a report provided to us in October 2022, the Company had approximately 7,600 beneficial stockholders.

Transfer Agent

The transfer agent for our common stock is Securities Transfer Corporation (which acquired Action Stock Transfer Corporation, our former transfer agent, in December 2022), 2901 Dallas Pkwy Suite 380, Plano, TX 75093 .

Dividend Policy

We have never paid or declared dividends on our

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.

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.

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 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

2020 Plan (a)

available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Board Stock Compensation Plan

Management And Consultants Performance Stock Plan (a)

2021 Equity Incentive Plan

(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.

Sales of Unregistered Securities

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.

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.

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.

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.

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.

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

The proceeds were used for working capital.

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.

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.

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.

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-K

Item 5. Market for Registrant’s Common Equity