NOTE 9 – RELATED PARTY TRANSACTIONS

Effective as of August 29, 2022, the Company issued an aggregate of 2,285,714 shares of its common stock upon exercise of common stock purchase warrants with an exercise price of $0.46 per share for aggregate gross proceeds to the Company of $1,051,428.  These warrants had an original exercise price of $1.25 per share.  The Company reduced the exercise price of these warrants from $1.25 to $0.46 per share for a period of 30 days, commencing on August 9, 2022, in order to entice the holders of these warrants to exercise their warrants.  Klutch Financial Corp., a company wholly owned by Aaron Keay, a director of the Company, exercised its 1,000,000 warrants during the aforementioned period allowed for the exercise price reduction.  The Company received net proceeds of $460,000 in connection with the exercise of these 1,000,000 warrants by Klutch Financial Corp.

On November 16, 2022, the Company cancelled a previously issued grant to Mr. Aaron Keay, a director of the Company, of 750,000 stock options.  The Company reversed the prior expense of $14,187 during the three months ended December 31, 2022.

On November 16, 2022, the Company granted awards of and aggregate of 2,550,000 shares of its common stock as a "restricted award" under our 2020 Equity Incentive Plan to certain directors, officers and employees of the Company. Of these restricted awards: (i) 2,450,000 vest as to 50% on the grant date and 50% on the six-month anniversary of the grant date; and (ii) 100,000 vest as to 50% on the six-month anniversary of the grant date and 50% on the one-year anniversary of the grant date. The restricted stock awards granted to the officers and directors of the Company totaled 2,200,000.

On November 16, 2022, the Company granted an aggregate of 900,000 stock options to certain directors, officers and employees of the Company for the purchase of up to 900,000 shares of its common stock pursuant to the 2020 Equity Incentive Plan. Each stock option is exercisable at a price of US$0.25 per share until November 16, 2032. All of these stock options vest 50% on each of the first and second anniversary of their grant date. The stock options granted to the directors and officers of the Company totaled 750,000.

On November 23, 2022, the Company entered into private placement subscription agreements, whereby it issued an aggregate of 1,100,000 shares of its Series E Preferred Stock ("Series E Preferred Stock") at a deemed price of $1.00 per share of Series E Preferred Stock for gross proceeds of $1,100,000. Pursuant to the subscription agreements, in consideration for the subscribers' execution and delivery of the subscription agreements, the Company also issued an aggregate of 880,000 shares of its common stock (the "Commitment Shares") at a deemed price of $0.25 per Commitment Share. Mr. David Rauch, before he become a director of the Company, purchased $100,000 of the Series E Preferred Stock transaction and as part of the transaction received 80,000 Commitment shares. In addition, the general counsel of the Company purchased $500,000 of the Series E Preferred Stock and as part of the transaction received 400,000 Commitment shares.