What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-10-15 compared with 2023-04-17 · 61 added, 16 removed, 38 unchanged (67% of the section changed)

12 unchanged sentences

rather than the “specialist” common to stock exchanges.

Quarterly Stock Performance:

Our common stock is traded on the OTC Bulletin Board

under the ticker symbol OTCQB:

The following table presents the high and low sale prices for our common stock for each quarter of the last fiscal

year, as reported on the OTC Bulletin Board:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Our stock commended trading in June 2020.

Transfer, LLC, our transfer agent, indicates that as of December 31, 2023, we had 228 record holders of our Common Stock.

distributed 45,000,000 shares issued to ADFS’ 60 shareholders based on their equity ownership in ADFS.

of February 28, 2023, we had 333,584,729 shares of our Common Stock and 4,000,000 shares of Series A Preferred Stock issued and outstanding.

Holders of Series A Preferred are entitled to fifty (50) non-cumulative votes per share on all matters presented to our stockholders

Holders of Series A Preferred have no right to convert into the Company’s common stock.

Company did not declare any cash dividends for the fiscal year ending December 31, 2022.

Our Board of Directors (currently constituted

by Mitchell Eaglstein, Imran Firoz, Jonathan Baumgart, and Gope S.

Kundnani) does not intend to distribute any cash dividends in the

The Board of Directors decides the declaration, payment, timing, and amount of future dividends.

The dividends will depend

upon, among other things, the results of our operations, cash flows, financial condition, operating and capital requirements, and other

factors as the Board of Directors consider relevant.

There is no assurance that the Company shall pay any future dividends.

If the Company

decides to pay dividends, there is no assurance concerning dividends.

of October 15, 2024, we had 388,584,729 shares of our Common Stock, 4,500,000 shares of Series A Preferred Stock, 2,361,844 shares of Series

B Preferred Stock, and issued and outstanding.

Holders of Series A Preferred are entitled to fifty (50) non-cumulative votes per share

on all matters presented to our stockholders for action.

Holders of Series A Preferred have no right to convert into the Company’s

common stock.

The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s

common stock.

Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time

by the holder of such shares.

Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders

Company did not declare any cash dividends for the December 31, 2023, fiscal year.

The company’s Board of Directors, composed of

Mitchell Eaglstein, Imran Firoz, Jonathan Baumgart, and Gope S.

Kundnani, has determined that it does not anticipate declaring or distributing

cash dividends in the foreseeable future.

The Board of Directors decides the declaration, payment, timing, and amount or number of future

The dividends will depend upon, among other things, the results of our operations, cash flows, financial condition, operating

and capital requirements, and other factors the Board of Directors considers relevant.

There is no assurance that the Company shall pay

any future dividends.

If the Company decides to pay dividends, there is no assurance concerning dividends.

Authorized for Issuance under Equity Compensation Plans

of December 31, 2021, the Company has no equity compensation plans.

March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

all holders of record on February 21, 2024 (the “Record Date”) of the common stock, $0.0001 par value per share (the “Common

Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company

(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding

capital stock (the “Approving Stockholders”):

To amend our certificate of incorporation, as amended (the

“Certificate”), to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized

Share Increase”),

To authorize our Board of Directors, in its discretion, to

amend our articles of incorporation not later than June 30, 2024, to effect a Reverse Stock Split of all outstanding shares of our common

stock in a ratio of not less than 1 for 10 and not more than 1 for 50, to be determined by the Board of Directors, and

To approve the Company’s 2023 Stock Incentive Plan (the

“2023 Stock Incentive Plan”).

February 21, 2024, our Board unanimously approved the Corporate Actions.

In order to eliminate the costs and management time involved

in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes

of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described

in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and our bylaws.

On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions.

The Approving Stockholders

(common stock only) own 280,102,413 shares, representing 72% of the total issued and outstanding voting power of the Company.

the Board and the holders of a majority of the voting power of the Company’s issued and outstanding shares of capital stock have

voted in favor of the Corporate Actions, all corporate actions necessary to authorize the Corporate Actions have been taken.

that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement

and the accompanying notice are mailed to our stockholders.

Our Board retains authority to abandon either or both of the Corporate

Actions for any reason at any time prior to the effective date of the respective Corporate Action.

of December 31, 2022, the Company had no equity compensation plans.

February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

22 unchanged sentences

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 5. Market for Registrant’s Common Equity