NOTE 16 – SUBSEQUENT EVENTS

Convertible Debt

On July 28, 2022, the Company closed a Securities Purchase Agreement (“Agreement”) with GS Capital, pursuant to which a Promissory Note (“Note”) was made to GS Capital in the aggregate principal amount of $195,000. The Note was purchased for $176,000, reflecting an original issuance discount of $19,000, and was funded on July 28, 2022 (less legal and other administrative fees). The Company further issued GS Capital a total of 2,600,000 commitment shares (“Commitment Shares”) as additional consideration for the purchase of the Note. Principal and interest payments shall be made in 10 instalments of $21,060 each beginning on the 90th-day anniversary following the issue date and continuing thereafter each 30 days for nine months. The Note matures 12 months after issuance and bears interest at a rate of 8% per annum. GS Capital shall have the right at any time following an Event of Default to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this Note at a conversion price of $0.011, subject to adjustment as defined in the Note. In the event that following the Issue Date the closing trading price of the Company’s common stock is then being traded is below $0.011 per share for more than ten consecutive trading days, then the conversion price shall be equal to $0.004 per share. The Note contains conversion limitations providing that a holder thereof may not convert the Note to the extent (but only to the extent) that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice.

Issuance of Common Stock for Professional Services Fees

On July 1, 2022, the Company granted a restricted stock award of 2,500,000 common shares of the Company to a consultant of the Company for business development and consulting services rendered, which shares were valued at $32,500, or $0.013 per common share, based on the quoted closing price of the Company’s common stock on the measurement date.

On July 15, 2022, the Company granted a restricted stock award of 5,454,545 common shares of the Company to a consultant of the Company for government relations services to be rendered, which shares were valued at $60,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date.

Issuance of Common Stock for Stock-Based Compensation

On July 12, 2022, the Company granted a restricted stock award of 1,000,000 common shares of the Company to an employee of the Company. The shares will vest on May 1, 2023. These shares were valued on the date of grant at $10,500, or $0.0105 per common share based on the quoted closing price of the Company’s common stock on the measurement date.

On August 12, 2022, the Company granted a restricted stock award of 2,000,000 common shares of the Company to a board member of the Company. The shares will vest on May 1, 2023. These shares were valued on the date of grant at $24,000 or $0.012 per common share based on the quoted closing price of the Company’s common stock on the measurement date.

Common Stock Issued in Connection with Note Payable

On July 28, 2022, the Company issued 998,008 shares of its common stock to the placement agent as fee for the capital raises. The 998,008 shares of common stock issued were recorded as a debt discount based on the relative fair value method to be amortized over the life of the July 2022 Note.