What changed in this filing

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Item 9A. Controls and Procedures

2021-03-23 compared with 2020-03-30 · 114 added, 108 removed, 554 unchanged (29% of the section changed)

93 unchanged sentences

Desheng Wang was appointed as Chief

Executive Officer, Secretary, and is a director as of December 29, 2014.

Executive Officer, Secretary, and has been a director since December 29, 2014.

Wang has over 20 years of professional experience

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of the Company on June 8, 2018.

Pope has served as President of Boxlight Corporation (Nasdaq:

BOXL), a global education technology

provider since July 2015 until now.

He previously served as Managing Director of Vert Capital, a boutique private equity firm, and

Chief Financial Officer and Chief Operating Officer for the Taylor Family.

As a seasoned, global executive, Mr.

Pope has led over

70 buy-side transactions and raised over $500 million in debt and equity financings.

He brings specific experience with fundraising,

investor relations, mergers and acquisitions, and corporate strategy.

Pope holds an active CPA license and serves on the boards

of various private and public organizations.

Pope earned his undergraduate and graduate degrees in accounting from Brigham

Young University.

Pope serves as the CEO and Chairman at Boxlight Corporation (Nasdaq:

BOXL), a global provider

of interactive technology solutions, where he has been an executive since July 2015 and director since September 2014.

has led Boxlight through nine acquisitions from 2016 to 2020, a Nasdaq IPO in November 2017, and over $100 million in debt and

equity fundraising.

He previously served as Managing Director at Vert Capital, a private equity and advisory firm from October

2011 to October 2016, managing portfolio holdings in the education, consumer products, technology and digital media sectors.

to joining Vert Capital, from May 2008 to October 2011, Mr.

Pope was Chief Financial Officer and Chief Operating Officer for the

Taylor Family in Salt Lake City, managing family investment holdings in consumer products, professional services, real estate and

Pope also held positions including senior SEC reporting at Omniture (previously listed on Nasdaq and acquired by

Adobe (Nasdaq:

ADBE) in 2009) and Assurance Associate at Grant Thornton.

Since January 2021, Mr.

Pope has served as a member of

the board of directors of Novo Integrated Sciences, Inc.

NVOS), a provider of multi-dimensional primary healthcare products

and services.

He holds an active CPA license and earned his undergraduate and graduate degrees in accounting from Brigham Young

Sheri Lofgren

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Butterfield was the Group President for Symantec’s

Server and Storage business units, responsible for a $4 Billion sector in the business.

Butterfield joined Symantec through

the company’s acquisition of Altiris in April 2007.

At Altiris, he served as chairman of the board, President, and CEO.

joining Altiris in February 2000, he guided the company to eight consecutive years of positive revenue growth and profitability.

Butterfield’s first year with Altiris, annual revenues were $3 million;

in 2007, annual revenues exceeded $300 million.

Butterfield is widely credited as the driving force behind eleven acquisitions and navigated the company through a successful

IPO in 2002 in spite of a notable economic downturn in the technology sector.

The IPO was followed in August of 2003 with a successful

secondary offering.

Butterfield was invited to the 2006 World Economic Forum as a Technology Pioneer.

He was also the winner

of the 2002 Ernst and Young Entrepreneur of the Year award and served as the chairman of the board of the Utah Information Technology

Association from 2003 to 2005.

Butterfield received a Bachelor of Science in Business Administration (finance emphasis) from

Brigham Young University.

Server and Storage business units.

Butterfield joined Symantec through the company’s acquisition of Altiris in April

At Altiris, he served as chairman of the board, President, and CEO starting in February 2000.

Butterfield is widely credited

as the driving force behind eleven acquisitions and navigated the company through a successful IPO in 2002 in spite of a notable

economic downturn in the technology sector.

The IPO was followed in August of 2003 with a successful secondary offering.

was invited to the 2006 World Economic Forum as a Technology Pioneer.

He was also the winner of the 2002 Ernst and Young Entrepreneur

of the Year award and served as the chairman of the board of the Utah Information Technology Association from 2003 to 2005.

Butterfield received a Bachelor of Science in Business Administration (finance emphasis) from Brigham Young University.

Clark was appointed as an independent director of the Company on June 8, 2018.

Clark is a talented executive serving as president

and CEO of four high-growth tech companies, specializing in helping companies scale from $10 million to $100 million or more.

March 2019, Ms.

Clark has served as president and CEO of four

high-growth tech companies.

In March 2019, Ms.

Clark was appointed to the board of directors of Domo, Inc.

DOMO) and is currently serving as a member

of Domo’s compensation committee.

Since 2017 she has served as an Executive Board Member of the Utah Governor’s Office

of Economic Development and Silicon Slopes, a non-profit helping Utah’s tech community thrive.

is currently serving as a member of Domo’s compensation committee.

Since 2017 she has served as an Executive Board Member

of the Utah Governor’s Office of Economic Development and Silicon Slopes, a non-profit helping Utah’s tech community

Prior to that, Ms.

from January 2015 to December 2016 as the President and CEO of MartizCX.

From December 2012 to December 2016, Ms.

as the President and CEO of Allegiance, Inc.

Her reputation as a data-driven marketing executive at Novell for 14 years, Altiris

for five years, and Symantec for more than 10 years.

She has received numerous awards including the EY Entrepreneur of The Year®

Clark served from January 2015 to December 2016 as the President and CEO of MartizCX.

From December

2012 to December 2016, Ms.

Clark served as the President and CEO of Allegiance, Inc.

Her reputation as a data-driven marketing

executive at Novell for 14 years, Altiris for five years, and Symantec for more than 10 years.

She has received numerous awards

including the EY Entrepreneur of The Year®

Award in the Utah Region and Utah Business Magazine’s CEO of the Year.

Clark earned a bachelor’s degree in organizational

communications and an MBA from Brigham Young University.

Clark earned a bachelor’s degree in organizational communications and an MBA from Brigham Young University.

Corporate Governance

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Our Board of Directors conducts its business

through meetings of our Board of Directors, both in person and telephonic, and actions taken by written consent in lieu of meetings.

During the year ended December 31, 2019, our Board of Directors held four meetings.

All directors attended at least 75% of

the meetings of our Board of Directors and of the committees of our Board of Directors on which they served during 2019.

through meetings, both in person and telephonic, and by actions taken by written consent in lieu of meetings.

During the year ended

December 31, 2020, our Board of Directors held four meetings.

All directors attended at least 75% of the meetings of our Board

of Directors and of the committees of our Board of Directors on which they served during 2020.

Our Board of Directors encourages all directors

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Non-Equity Incentive Plan Compensation

Change in Pension Value & Non-qualified Deferred Compensation Earnings

Chairman and Director

Change in Pension Value & Non-qualified Deferred

Compensation Earnings

President and Director

CEO, Secretary and Director

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Narrative Disclosure Requirement for Summary Compensation

Edward Lee did not receive compensation

for service provided as President (a position he resigned from on November 15, 2019).

Wang entered into an employment agreement

with the Company whereby the Company agreed to pay Dr.

Wang a salary of $121,154 per year, payable monthly, for his services as

Chief Executive Officer, effective as of November 1, 2018.

We have not provided our other named executive officers with perquisites

or other personal benefits.

As of the date of this prospectus, no other officer or director has formally entered into any compensation

arrangement for services provided under consulting agreements or employment agreements.

Duncan Lee was hired in April 2018, and

only received $20,000 of compensation during the 2018 year.

In 2019, Duncan Lee received $29,000 in compensation.

Edward Lee did not receive

compensation for service provided as President in 2019 (a position he resigned from on November 15, 2019).

into an employment agreement with the Company whereby the Company agreed to pay Dr.

Wang a salary of $121,154 per year,

payable monthly, for his services as Chief Executive Officer, effective as of November 1, 2018.

We have not provided our

other named executive officers with perquisites or other personal benefits.

As of the date of this prospectus, no other

officer or director has formally entered into any compensation arrangement for services provided under consulting agreements

or employment agreements.

Duncan Lee was hired in April 2018.

In 2019, Duncan Lee received $29,000 in compensation in 2019

and 22,100 in 2020.

Retirement, Resignation or Termination Plans

4 unchanged sentences

Directors’

The persons who served as members of our

Board of Directors, including executive officers, did not receive any compensation for services as directors for 2017.

date of this prospectus, no director has formally entered into any compensation arrangement for services provided under consulting

agreements or employment agreements.

For our independent directors, Mr.

Pope received $10,000 cash compensation for 2018.

Additionally, a company affiliated with Mr.

Pope received $120,000 for advisory

Sheri Lofgren received $12,500 cash compensation for 2018.

Sean Warren, who has since resigned, received $50,000

total in cash compensation for 2018 for serving as a director and for consulting services after resigning as a director.

Clark received $10,000 cash compensation for 2018.

Greg Butterfield received $5,000 cash compensation for 2018.

As of the date

of this prospectus, all directors have been issued 30,000 options per person pursuant to our 2018 Stock Option Plan and such options

will vest over a period of one year.

In 2019, all directors will be paid $20,000 cash, except for Sheri Lofgren, who will receive

The persons who served as affiliated members

of our Board of Directors, including executive officers, did not receive any compensation for services as directors in 2019 or

As of the date of this prospectus, no director has formally entered into any compensation arrangement for services provided

under consulting agreements or employment agreements.

As of the date of this annual report, all

directors have been issued 45,000 options per person pursuant to our 2018 Stock Option Plan and such options will vest over a period

In 2019 and 2020, all independent directors were paid $20,000 cash, except for Sheri Lofgren, who received $25,000

for serving as the chair of the audit committee.

Additionally, a company affiliated with Mr.

Pope is anticipated to receive

up to $120,000 for advisory services in 2019.

Pope received $153,964 for advisory

services in 2019, which included $82,000 in cash and $71,964 in stock and $120,000 for advisory services in 2020, which included

$72,000 in cash and $48,000 in stock.

Option Exercises and Stock Vested

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Unexercisable

Edward Lee - Chairman

August 6, 2029

Desheng Wang - CEO, Secretary

August 6, 2029

Duncan Lee - CFO

August 6, 2029

Sheri Lofgren

August 6, 2029

Greg Butterfield

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain

information regarding beneficial ownership of our common stock as of December 31, 2018:

(i) by each of our directors, (ii) by each

of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity

known by us to beneficially own more than five percent (5%) of any class of our outstanding shares.

As of December 31, 2019, there

were 40,959,741 shares of our common stock outstanding:

August 6, 2029

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding

beneficial ownership of our common stock as of December 31, 2020:

(i) by each of our directors, (ii) by each of the Named Executive

Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially

own more than five percent (5%) of any class of our outstanding shares.

As of December 31, 2020, there were 40,959,741 shares of

our common stock outstanding:

Title of Class

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Desheng Wang, CEO, and Director

Edward Lee, Chairman and Director

Edward Lee, Chairman and Director jointly with Jennifer Gu, Director

(1) Applicable percentage of ownership

is based on 40,959,741 shares of common stock outstanding on December 31, 2020.

(2) Share held by company affiliated

Percentage ownership is determined based

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shares of common stock outstanding owned by our officers and directors.

_____________________

10 Share held by company affiliated

CERTAIN RELATIONSHIPS AND RELATED

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Advances to (from) related party

Revenue generated from Vitashower Corp., a company owned by

the CEO, amounted to $14,184 and $22,200 for the years ended December 31, 2019 and 2018, respectively.

Account receivable balance

due from Vitashower Corp.

amounted to $0 and $39,625 as of December 31, 2019 and 2018, respectively.

Revenue generated

from Vitashower Corp., a company owned by the CEO’s wife, amounted to $26,449 and $14,184 for the years ended

December 31, 2020 and 2019, respectively.

Account receivable balance due from Vitashower Corp.

amounted to $0 and $39,625 as of

December 31, 2019 and 2018, respectively.

Purchases generated from Vitashower Corp.

amounted to $11,371 and $0 for the years

ended December 31, 2020 and 2019, Respectively.

There were accounts payable balance $11,371 and $0 to Vitashower Corp.

as of December

31, 2020 and 2019, respectively.

Delinquent Section 16(a) Beneficial

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The rest of our directors are considered to be independent directors

PRINCIPAL ACCOUNTING FEES AND SERVICES

ACCOUNTING FEES AND SERVICES

During the year ended March 31, 2015, 2014,

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to BF Borgers CPA PC.

For the years ended December 31, 2019, and 2018.

For these periods, we incurred fees as discussed below:

For the years ended December 31, 2020 and 2019, we incurred fees as discussed below:

Audit –

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EXHIBIT NUMBER

Form of Underwriting Agreement *

Articles of Incorporation.

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2018 Equity Incentive Plan, as filed with the SEC on December 28, 2018.

Promissory Note with Chase Bank, dated March 10, 2021 for $108,750 SBA Loan.

Secured Promissory Note with East West Bank, dated January 8, 2021 for $1,500,000.

Loan Agreement with Golden Sunrise Investment LLC, dated March 15, 2021 for $1,500,000.

Company Guarantee Agreement with Golden Sunrise Investment LLC dated March 15, 2021.

Secured Promissory Note with Golden Sunrise Investment LLC dated March 15, 2021 for $1,500,000.

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Perfecular Inc.

unconsolidated financial statements for year-end 2015.*

XBRL Instance Document **

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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.

What changed 10-K

Item 9A. Controls and Procedures