What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-10-15 · 41 added, 49 removed, 50 unchanged (64% 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.

Stock Performance:

common stock is traded on the OTC Bulletin Board under the ticker symbol OTCQB:

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:

stock commenced trading in June 2020.

Transfer, LLC, our transfer agent, indicates that as of December 31, 2024, we had 229 record holders of our Common Stock.

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

of March 31, 2025, we had 422,584,729 shares of our Common Stock, 4,500,000 shares of Series A Preferred Stock, and 2,361,844 shares

of Series B Preferred Stock, and issued and outstanding.

Holders of Series A Preferred Stock are entitled to fifty (50) non-cumulative

votes per share on all matters presented to our stockholders for action.

Holders of Series A Preferred Stock 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 for action.

Company did not declare any cash dividends for the December 31, 2024, fiscal year.

6 unchanged sentences

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

There is no assurance that the Company shall pay

There is no assurance that the Company will pay

any future dividends.

6 unchanged sentences

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”).

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”),

our Board of Directors to amend our articles of incorporation by June 30, 2024, to execute a Reverse Stock Split of all outstanding

common stock shares in a ratio between 1 for 10 and 1 for 50, as determined by the Board.

approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

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

7 unchanged sentences

(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.

the Board and a majority of shareholders have approved, all necessary corporate actions have been authorized.

We expect 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 can cancel one or both Corporate Actions for any reason before their

effective date.

of December 31, 2024, the Company has a 2023 Stock Incentive Plan.

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

7 unchanged sentences

To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”)

February 10, 2022, our Board unanimously approved the Corporate Actions.

To eliminate the costs and management time for a special meeting

and to effect the actions, the Company chose to obtain the written consent of a majority of the Company’s voting power to approve

the actions described in the Information Statement following Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and per our bylaws.

On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent.

The Approving

Stockholders (common stock only) own 96,778,105 shares, representing 64.62% of the Company’s total issued and outstanding voting

February 10, 2022, the Board of Directors unanimously sanctioned the Corporate Actions.

In accordance with Sections 228 and 242 of the

Delaware General Corporation Law (the “DGCL”) and our bylaws, the Company opted to secure the written consent of a majority

of its voting power to approve the actions outlined in the Information Statement.

On February 10, 2022, the Approving Stockholders formally

approved the Corporate Actions in writing.

On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written

The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62% of the Company’s total issued

and outstanding voting power.

Sales of Unregistered Securities

of the Company’s recent sales of unregistered securities within the past three years reported previously reported as required in

Quarterly Reports on Form 10-Q and current reports on Form S1-A filed July 26, 2018.

of the Company’s recent sales of unregistered securities within the past three years were reported previously as required in Quarterly

Reports on Form 10-Q, 10-K, and reports on Form S1-A filed July 26, 2018.

FINANCIAL DATA

Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and is not required to provide the

information required under this Item.

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