Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members
−Removed: of the National Association of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board.
−Removed: These quotations reflect inner-dealer
−Removed: prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
−Removed: The high and low bid information for
−Removed: our shares for each quarter for the last two years, so far as information is reported, through the year ended December 31, 2024, as reported
−Removed: by the Nasdaq Markets, are as follows:
+Added: and ask quotations for our common shares are routinely submitted by registered broker dealers who are members of the National Association
+Added: of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board.
+Added: These quotations reflect inner-dealer prices, without retail
+Added: mark-up, mark-down or commission and may not represent actual transactions.
+Added: The high and low bid information for our shares for each
+Added: quarter for the last two years, so far as information is reported, through the year ended December 31, 2025, as reported by the Nasdaq
+Added: Markets, are as follows (and such share prices have been adjusted for our reverse stock split effected on October 6, 2025):
2025 FISCAL YEAR
8 unchanged sentences
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 15, 2026, there were 12,166,106 shares of the registrant’s $0.001 par value common stock issued and outstanding, which
+Added: shares were owned by approximately 5,000 holders of record, based on information provided 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
4 unchanged sentences
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.
−Removed: June 21, 2024, the Company issued 40,000 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.
−Removed: the fourth quarter of 2024, the Company issued 400,000 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.
−Removed: November 29, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
−Removed: to the Buyer 40,000 shares of Common Stock.
−Removed: December 23, 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: 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.
−Removed: January 27, 2025, the Company issued 56,100 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.
−Removed: April 04, 2025, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued to
−Removed: the Buyer 45,000 shares of Common Stock.
−Removed: securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder.
−Removed: The holders represented
−Removed: their intention to acquire the securities for investment only and not with a view towards distribution.
−Removed: The investors were given adequate
−Removed: information about us to make an informed investment decision.
−Removed: We did not engage in any general solicitation or advertising.
−Removed: our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
+Added: the fiscal quarter ended December 31, 2025, the Company issued the following unregistered securities:
+Added: or about October 6, 2025, the Company issued 19,100 shares of common stock to Mast Hill Fund, L.P.
+Added: (“Mast Hill”) pursuant
+Added: to its conversion of $50,032 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January
+Added: or about October 8, 2025, the Company issued 44,500 shares of common stock to Mast Hill pursuant to its conversion of $100,249 in principal,
+Added: interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
+Added: or about October 10, 2025, the Company issued 45,000 shares of common stock to Mast Hill pursuant to its conversion of $101,376 in principal,
+Added: interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
+Added: or about October 13, 2025, the Company issued 33,258 shares of common stock to Pacific Pier Capital II, LLC (“Pacific Pier”)
+Added: pursuant to its conversion of $74,461.47 in principal, interest and fees owed under the convertible promissory note issued to Pacific
+Added: Pier dated April 04, 2025.
+Added: or about October 14, 2025, the Company issued 46,000 shares of common stock to Mast Hill pursuant to its conversion of $102,987 in principal,
+Added: interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
+Added: or about October 16, 2025, the Company issued 161,994 shares of common stock to Mast Hill pursuant to its conversion of $362,679 in principal,
+Added: interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
+Added: or about October 23, 2025, the Company issued 34,619 shares of common stock to Pacific Pier pursuant to its conversion of $73,032.40
+Added: in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.
+Added: or about November 3, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $190,790 in principal,
+Added: interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
+Added: or about November 10, 2025, the Company issued 34,861 shares of common stock to Pacific Pier pursuant to its conversion of $43,715 in
+Added: principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 4, 2025.
+Added: or about November 21, 2025, the Company issued 152,000 shares of common stock to Mast Hill pursuant to its conversion of $150,951 in
+Added: principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.
+Added: or about November 25, 2025, the Company issued 252,884 shares of common stock to Mast Hill pursuant to its conversion of $242,890.02
+Added: in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.
+Added: or about November 25, 2025, the Company issued 75,132 shares of common stock to Mast Hill pursuant to its conversion of $72,164 in principal,
+Added: interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.
+Added: or about November 25, 2025, the Company issued 90,773 shares of common stock to Mast Hill pursuant to its conversion of $87,185.92 in
+Added: principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.
+Added: or about November 26, 2025, the Company issued 1,264,420 shares of common stock to Mast Hill pursuant to its exercise of warrants issued
+Added: to Mast Hill dated January 16, 2025.
+Added: or about December 1, 2025, the Company issued 195,867 shares of common stock to Mast Hill pursuant to its exercise of warrants issued
+Added: to Mast Hill dated January 16, 2025.
+Added: or about December 1, 2025, the Company issued 141,009 shares of common stock to Mast Hill pursuant to its exercise of warrants issued
+Added: to Mast Hill dated January 16, 2025.
+Added: or about December 1, 2025, the Company issued 106,097 shares of common stock to Pacific Pier pursuant to its notice of conversion of
+Added: $101,904 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 4, 2025.
+Added: or about December 5, 2025, the Company issued 272,532 shares of common stock to Mast Hill pursuant to its notice of conversion of $261,762
+Added: in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.
+Added: or about December 11, 2025, the Company issued 105,647 shares of common stock to Mast Hill pursuant to its notice of conversion of $93,751
+Added: in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.
+Added: or about December 19, 2025, the Company issued 11,665 shares of common stock to Lucas Ventures, LLC (“Lucas Ventures”) as
+Added: required by a true-up provision with respect to commitment shares under the Company’s security purchase agreement with Lucas Ventures
+Added: dated May 19, 2025.
+Added: or about December 24, 2025, the Company issued 913,842 shares of Company common stock to an investor for a purchase price of $395,328.
+Added: or about December 24, 2025, the Company issued 461,631 shares of Company common stock to an investor for a purchase price of $199,702.
+Added: or about December 29, 2025, the Company issued 194,527 shares of Company common stock to an investor for a purchase price of $84,152.
+Added: to the shares of common stock issued for (i) conversion of convertible promissory notes, or (ii) exercise of warrants described above,
+Added: the share were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
+Added: Act”) provided by Section 3(a)(9) of the Securities Act, as the shares of common stock were issued in exchange for and conversion
+Added: of convertible promissory notes or warrants issued by the Company, there was no additional consideration for the exchanges, and there
+Added: was no remuneration for the solicitation of the exchanges.
+Added: As to the other issuances of common stock described above, such shares were
+Added: issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities
+Added: Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and/or financially sophisticated and
+Added: had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public
+Added: offering of securities or any general solicitation.
Selected Financial Data.
−Removed: are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
−Removed: under this item.
−Removed: We reserve the right not to provide the Selected Financial Data in our future filings.
+Added: Not Applicable.
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.