What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2023-05-22 compared with 2022-11-14 · 15 added, 33 removed, 8 unchanged (86% of the section changed)

2 unchanged sentences

Common Shares Issued

During the nine months

ended September 30, 2022, the Company issued a total of 408,957 shares of its common stock for services rendered and to be rendered.

These shares were valued at $340,950, 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 $291,270 for the nine months ended September 30, 2022 and reduced

accrued liabilities of $30,000 and recorded prepaid expense of $19,680 as of September 30, 2022 which will be amortized over the

rest of corresponding service periods.

Common Shares Sold

On August 5, 2022, the Company sold 448,718 shares

of common stock at a purchase price of $0.78 per share to Wenzhao Lu pursuant to a subscription agreement.

The Company received proceeds

On August 5, 2022, the Company sold 320,513 shares

of common stock at a purchase price of $0.78 per share to an investor pursuant to a subscription agreement.

The Company received proceeds

Shares Issued for Debt Conversion

25, 2022, the Company and 2022 Convertible Note holder entered into a Conversion Agreement pursuant to which the investor converted its

Convertible Notes in the principal amount of $3,718,943 and unpaid interest of $9,751 into 5,736,452 shares of

common stock of the Company at a per share price of $0.65.

The Company recorded a conversion inducement charge of $344,264 as a result

of the Conversion Agreement, representing the value of common stock issued upon conversion in excess of the common stock issuable under

the original terms of the 2022 Convertible Note.

Shares Issued Pursuant to Related Party Debt Settlement Agreement and Release

25, 2022, the Company and Mr.

Lu entered into and closed a Debt Settlement Agreement and Release pursuant to which the Company settled

$2,440,262 debt owed under the Line of Credit and unpaid interest of $448,331 by issuance of 4,443,990 shares of common

stock of the Company.

The total amount of the debt

settled of $2,888,593 exceeded the fair market value of the shares issued by $888,353 which was treated as a capital transaction due to

Lu's relationship with the Company.

During the three months ended March 31, 2023,

we issued a total of 202,731 shares of our common stock for services rendered and to be rendered.

These shares were valued at

$463,375, 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 $243,928 for the three months ended March 31, 2023 and reduced accrued liabilities of $164,871 and recorded

prepaid expense of $54,576 as of March 31, 2023 which will be amortized over the rest of corresponding service periods.

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.

Section 4(a)(2) of the Securities Act of 1933, as amended, 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

Not applicable.

MINE SAFETY DISCLOSURES

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities