Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
+Added: share and per-share information in this section has been retroactively adjusted to reflect the 1-for-15 reverse stock split
+Added: effectively on October 06, 2025.
Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members
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Fourth Quarter
−Removed: of April 09, 2025, there were 47,523,434 shares of the registrant’s $0.001 par value common stock issued and outstanding, which shares
−Removed: were owned by approximately 5000 holders of record, based on information provided by our transfer agent and NOBO.
+Added: of April 09, 2025, there were 3,168,229 shares of the registrant’s $0.001 par value
+Added: common stock issued and outstanding, which shares were owned by approximately 5000 holders of record, based on information provided
+Added: by our transfer agent and NOBO.
have never declared a cash dividend on our common stock and our Board of Directors does not anticipate that we will pay cash dividends
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Sales of Unregistered Securities
−Removed: February 5, 2021 we issued 75,000 shares of our common stock at a price of $3.2 per share, in exchange for the conversion of 1,200 shares
−Removed: of our Series D Preferred Stock.
−Removed: February 9, 2021 we issued 56,892 shares of our common stock share, in exchange for the conversion of $182,052 of accrued dividend for
−Removed: the series D Preferred Stock.
−Removed: March 12, 2021 we issued 40,625 shares and 51,715 of our common stock at a price of $3.2 per share, in exchange for the conversion of
−Removed: 650 shares of our Series D Preferred Stock and $165,487 of accrued dividend for the series D preferred stock.
−Removed: June 28, 2021 MGW I converted $75,000 from the outstanding balance of their convertible note into 625,000 shares of company’s common
−Removed: September 2, 2021 the company issued 28,561 as inducement shares.
−Removed: To GHS Investment for the equity line of credit at $1.9 per share.
−Removed: September 13, 2021 the company issued 27,516 as issuance correction.
−Removed: To GHS Investment for the equity line of credit at $1.9 per share.
−Removed: December 31, 2021 we issued 245,844 shares of our common stock under our Reg A offering at $3.2 per share.
−Removed: These shares are unrestricted
−Removed: and free trading.
−Removed: February 21, 2022, we issued 375,875 shares of our common stock under our Reg A offering at $3.2 per share.
−Removed: These shares are unrestricted
−Removed: and free trading.
−Removed: September 21, 2022 MGW I converted $1,548,904 from the outstanding balance of their convertible note into 12,907,534 shares of company’s
−Removed: common stock.
−Removed: December 28, 2022, we issued 100,446 shares of common stock upon the exercise of the cashless warrant that the Company issued to Mast
−Removed: Hill on May 6, 2022.
−Removed: March 1, 2023 First Fire exercised the warrant in full on a cashless basis to purchase 33,114 shares of common stock.
−Removed: March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 31,111 shares of common stock.
−Removed: the third quarter of 2023, the Company issued 40,000 shares to a consultant at fair value of $72,000.
−Removed: the second quarter of 2023, the Company issued 213,188 shares and received cash proceed of $341,101.
−Removed: the fourth quarter of 2023, the Company issued 213,188 shares and received cash proceeds of $293,600.
−Removed: the first quarter of 2024, the Company issued 1,333,600 shares for conversion of Series E Preferred share valued at $565,178.
−Removed: January 3, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
−Removed: 10,000 shares of Common Stock to the Buyer.
−Removed: February 2, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
−Removed: 20,000 shares of Common Stock to the Buyer.
−Removed: February 24, 2024, the Company entered into a consulting agreement as a condition to the agreement, the Company issued 15,000 shares
−Removed: of Common Stock to the consultant.
−Removed: March 4, 2024, the Company entered into a securities purchase agreement.
−Removed: As a condition to the sale of the Note, the Company issued to
−Removed: the Buyer 20,000 shares of Common Stock.
−Removed: March 15, 2024, the Company entered into a subscription agreement pursuant to which the Company agreed to sell up to 2,000,000 units
−Removed: to the Subscribers for an aggregate purchase price of $900,000.
−Removed: June 18, 2024, the Company and certain individual investors (“Subscribers”) entered into a subscription agreement pursuant
−Removed: to which the Company agreed to sell approximately 1,203,333 units (each a “Unit” and together the “Units”) to
−Removed: the Subscribers for an aggregate purchase price of $1,083,000, or $0.90 per Unit, with each unit consisting of one share of common stock,
−Removed: par value $0.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of Common
−Removed: The Warrant is exercisable at the price of $2.00 per share, expiring one year from the date of issuance.
+Added: the period covered by this annual report (the fiscal year ended 2024) the company issued the following unregistered equity securities
+Added: that were not already disclosed in a quarterly report on a form 10Q or in a current report on a form 8K:
June 21, 2024, the Company issued 2,667 shares to a consultant at fair value of $52,800.
−Removed: the second quarter of 2024, the Company issued 782,100 shares for conversion of Series E Preferred share valued at $756,435.
−Removed: September 3, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
−Removed: 15,000 shares of Common Stock to the Buyer.
+Added: the second quarter of 2024, the Company issued 52,140 shares for conversion of Series E Preferred
+Added: share valued at $756,435.
the fourth quarter of 2024, the Company issued 26,667 shares for conversion of Series E Preferred share valued at $219,176.
−Removed: October 20, 2024, the Company entered into a subscription agreement pursuant to which the Company agreed to sell up to 160,156 units
−Removed: to the Subscribers for an aggregate purchase price of $102,500.
−Removed: November 8, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
−Removed: 50,000 shares of Common Stock to the Buyer.
−Removed: November 8, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
−Removed: 50,000 shares of Common Stock to the Buyer.
+Added: October 20, 2024, the Company entered into a subscription agreement pursuant to which the Company agreed to sell up to 10,677 units to the Subscribers for an aggregate purchase price of $102,500.
+Added: On November 8, 2024, the Company entered into a securities purchase agreement with Coventry.
+Added: condition to the sale of the Note, the Company issued to the Buyer 2,667 shares of Common Stock as commitment
+Added: November 18, 2024, the Company entered into a securities purchase agreement with Mast Hill Fund, L.P.
+Added: As a condition to the sale of the
+Added: Note, the Company issued to the Buyer 3,333 shares of Common Stock as commitment shares.
November 29, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
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33,333 shares of Common Stock to the Buyer.
−Removed: of the filing date in 2025, the Company has issued 2,065,797 shares for the conversion of Series E Preferred shares, with a total value
−Removed: of $756,139 year-to-date.
+Added: of the filing date in 2025, the Company has issued 137,720 shares for the conversion of Series
+Added: E Preferred shares, with a total value of $756,139 year-to-date.
January 27, 2025, the Company issued 3,740 shares as the final payment of a note to Firstfire Global Opportunities Fund LLC.
−Removed: February 11, 2025, the Company entered into a consulting agreement as a condition to the agreement, the Company issued 25,000 shares
−Removed: of Common Stock to the consultant.
+Added: February 11, 2025, the Company entered into a consulting agreement as a condition to the agreement, the Company issued 1,667 shares of Common Stock to the consultant.
April 04, 2025, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued to
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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.