What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2020-08-07 compared with 2020-05-14 · 19 added, 23 removed, 4 unchanged (91% of the section changed)

UNREGISTERED SALES OF EQUITY

SECURITIES AND USE OF PROCEEDS

Common Shares Issued for Services

During the first

quarter of 2020, we issued a total of 222,577 shares of our common stock for services rendered and to be rendered.

of common stock were issued under the 2019 Incentive Stock Plan.

These shares were valued at $213,300, the fair market values

on the grant dates using the reported closing share prices on the dates of grant and we recorded stock-based compensation expense

of $156,093 for the quarter ended March 31, 2020 and recorded prepaid expense of $57,207 as of March 31, 2020 which will be amortized

over the rest of corresponding service periods.

Common Shares

Sold for Cash

On April 1, 2020,

we entered into a Subscription Agreement with WLM Limited (“WLM”), an entity owned by Wenzhao “Daniel”

Lu, Chairman of the Board of Directors of us, pursuant to which WLM purchased 645,161 shares of our common stock at a price per

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Shares Issued for Services

the six months ended June 30, 2020, we issued a total of 602,577 shares of our common stock for services rendered and to be rendered.

The shares of common stock were issued under the 2019 Incentive Stock Plan.

These shares were valued at $612,030, the fair market

values on the grant dates using the reported closing share prices on the dates of grant and the Company recorded stock-based compensation

expense of $594,530 for the six months ended June 30, 2020 and recorded prepaid expense of $17,500 as of June 30, 2020 which will

be amortized over the rest of corresponding service periods.

Shares Sold for Cash

April 1, 2020, the Company entered into a Subscription Agreement with WLM, an entity owned by Wenzhao Lu, Chairman of the Board

of Directors of the Company, pursuant to which WLM purchased 645,161 shares of the Company’s common stock at a price per

share of $1.55 for an aggregate purchase price of $1,000,000.

The closing occurred on April 1, 2020.

The offers, sales, and issuances of the

securities described above were deemed to be exempt from registration under the Securities Act of 1933 in reliance on Section

4(a)(2) of the Securities Act of 1933 or Regulation D promulgated thereunder as transactions by an issuer not involving a public

The recipients of securities in each of these transactions acquired the securities for investment only and not with

a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued

in these transactions.

Each of the recipients of securities in these transactions was an accredited or sophisticated person and

had adequate access, through employment, business or other relationships, to information about us.

offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities

Act of 1933 in reliance on Section 4(a)(2) of the Securities Act of 1933 or Regulation D promulgated thereunder as transactions

by an issuer not involving a public offering.

The recipients of securities in each of these transactions acquired the securities

for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were

affixed to the securities issued in these transactions.

Each of the recipients of securities in these transactions was an accredited

or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.

DEFAULTS UPON SENIOR SECURITIES

1 unchanged sentence

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities