Item 3.02 Unregistered Sales of Equity Securities.

On August 25, 2022, the Registrant (the "Company") issued options (the "Options") to a total of seven persons which include the officers and directors of the Company, who will be instrumental in obtaining an up-listing of the common shares of the Company onto the NASDAQ Stock Market. The Options will vest on the effective date of the up-listing (the "Effective Date"), and will equal options sufficient to purchase 13% of the issued and outstanding common shares of the Company on a fully diluted basis, as of the Effective Date. The exercise price of one Option will equal 80% of the value of one share of common stock on the Effective Date.

The Options were not registered under the Act and were issued in reliance upon the exemption from registration contained in Section 4(2) of the Act. The securities, as well as the shares underlying the Options, may not be reoffered or sold in the United States by the holders in the absence of an effective registration statement, or valid exemption from the registration requirements of the Act.

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