Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members
of the National Association of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These quotations reflect inner-dealer
prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information for
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
by the Nasdaq Markets, are as follows:
2024 FISCAL YEAR
High
Low
First Quarter
$ 1.53
$ 0.50
Second Quarter
$ 1.74
$ 1.13
Third Quarter
$ 1.29
$ 0.88
Fourth Quarter
$ 1.05
$ 0.53
2023 FISCAL YEAR
High
Low
First Quarter
$ 3.66
$ 3.27
Second Quarter
$ 1.93
$ 1.72
Third Quarter
$ 1.93
$ 1.82
Fourth Quarter
$ 1.59
$ 1.44
Record
Holders
As
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
were owned by approximately 5000 holders of record, based on information provided by our transfer agent and NOBO.
Dividend
Policy
We
have never declared a cash dividend on our common stock and our Board of Directors does not anticipate that we will pay cash dividends
in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will
depend upon our financial condition, operating results, capital requirements, restrictions contained in our agreements and other factors
which our Board of Directors deems relevant.
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Recent
Sales of Unregistered Securities
On
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
of our Series D Preferred Stock.
On
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
the series D Preferred Stock.
On
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
650 shares of our Series D Preferred Stock and $165,487 of accrued dividend for the series D preferred stock.
On
June 28, 2021 MGW I converted $75,000 from the outstanding balance of their convertible note into 625,000 shares of company’s common
stock.
On
September 2, 2021 the company issued 28,561 as inducement shares. To GHS Investment for the equity line of credit at $1.9 per share.
On
September 13, 2021 the company issued 27,516 as issuance correction. To GHS Investment for the equity line of credit at $1.9 per share.
On
December 31, 2021 we issued 245,844 shares of our common stock under our Reg A offering at $3.2 per share. These shares are unrestricted
and free trading.
On
February 21, 2022, we issued 375,875 shares of our common stock under our Reg A offering at $3.2 per share. These shares are unrestricted
and free trading.
On
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
common stock.
On
December 28, 2022, we issued 100,446 shares of common stock upon the exercise of the cashless warrant that the Company issued to Mast
Hill on May 6, 2022.
On
March 1, 2023 First Fire exercised the warrant in full on a cashless basis to purchase 33,114 shares of common stock.
On
March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 31,111 shares of common stock.
In
the third quarter of 2023, the Company issued 40,000 shares to a consultant at fair value of $72,000.
In
the second quarter of 2023, the Company issued 213,188 shares and received cash proceed of $341,101.
In
the fourth quarter of 2023, the Company issued 213,188 shares and received cash proceeds of $293,600.
In
the first quarter of 2024, the Company issued 1,333,600 shares for conversion of Series E Preferred share valued at $565,178.
On
January 3, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
10,000 shares of Common Stock to the Buyer.
On
February 2, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
20,000 shares of Common Stock to the Buyer.
On
February 24, 2024, the Company entered into a consulting agreement as a condition to the agreement, the Company issued 15,000 shares
of Common Stock to the consultant.
On
March 4, 2024, the Company entered into a securities purchase agreement. As a condition to the sale of the Note, the Company issued to
the Buyer 20,000 shares of Common Stock.
On
March 15, 2024, the Company entered into a subscription agreement pursuant to which the Company agreed to sell up to 2,000,000 units
to the Subscribers for an aggregate purchase price of $900,000.
On
June 18, 2024, the Company and certain individual investors (“Subscribers”) entered into a subscription agreement pursuant
to which the Company agreed to sell approximately 1,203,333 units (each a “Unit” and together the “Units”) to
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,
par value $0.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of Common
Stock. The Warrant is exercisable at the price of $2.00 per share, expiring one year from the date of issuance.
On
June 21, 2024, the Company issued 40,000 shares to a consultant at fair value of $52,800.
In
the second quarter of 2024, the Company issued 782,100 shares for conversion of Series E Preferred share valued at $756,435.
On
September 3, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
15,000 shares of Common Stock to the Buyer.
In
the fourth quarter of 2024, the Company issued 400,000 shares for conversion of Series E Preferred share valued at $219,176.
On
October 20, 2024, the Company entered into a subscription agreement pursuant to which the Company agreed to sell up to 160,156 units
to the Subscribers for an aggregate purchase price of $102,500.
On
November 8, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
50,000 shares of Common Stock to the Buyer.
On
November 8, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
50,000 shares of Common Stock to the Buyer.
On
November 29, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
to the Buyer 40,000 shares of Common Stock.
On
December 23, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
50,000 shares of Common Stock to the Buyer.
As
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
of $756,139 year-to-date.
On
January 27, 2025, the Company issued 56,100 shares as the final payment of a note to Firstfire Global Opportunities Fund LLC.
On
February 11, 2025, the Company entered into a consulting agreement as a condition to the agreement, the Company issued 25,000 shares
of Common Stock to the consultant.
On
April 04, 2025, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued to
the Buyer 45,000 shares of Common Stock.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate
information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed
our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item
6. Selected Financial Data.
We
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
under this item. We reserve the right not to provide the Selected Financial Data in our future filings.
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.