What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-04-18 compared with 2019-05-20 · 64 added, 179 removed, 13 unchanged (95% of the section changed)

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock is quoted under the symbol “TXHD”

on the OTCPink operated by OTC Markets Group, Inc.

Only a limited market

exists for our securities.

There is no assurance that a regular trading market will develop, or if developed, that it will be

Therefore, a shareholder may be unable to resell his securities in our company.

following tables set forth the range of high and low bid prices for our common stock for the each of the periods indicated as

reported by the OTCPink.

These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may

not necessarily represent actual transactions.

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock is traded under the symbol “KOAN” on the OTCQB.

Only a limited market exists for our securities.

assurance that a regular trading market will develop, or if developed, that it will be sustained.

Therefore, a shareholder may be unable

to resell his securities in our company.

following tables set forth the range of high and low bid information for our common stock for the each of the periods indicated.

quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Year Ending December 31, 2021

December 31, 2018

September 30, 2018

June 30, 2018

Quarter Ended

March 31, 2021

Year Ending December 31, 2017

December 31, 2017

September 30, 2017

June 30, 2021

September 30, 2021

December 31, 2021

Year Ending December 31, 2020

Quarter Ended

March 31, 2020

more details go to https://www.nasdaq.com/symbol/txhd/historical

March 29, 2019, the last sales price per share of our common stock on the OTCPink was $.39.

SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are

generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities

exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such

securities is provided by the exchange or system.

The penny stock rules require a broker-dealer, prior to a transaction in a penny

stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

(a) contains a description of the nature

and level of risk in the market for penny stocks in both public offerings and secondary trading;

(b) contains a description of

the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect

to a violation of such duties or other requirements of the securities laws;

of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

(d) contains a toll-free telephone number for inquiries on disciplinary actions;

(e) defines significant terms in the disclosure

document or in the conduct of trading in penny stocks;

and (f) contains such other information and is in such form, including

language, type size and format, as the SEC shall require by rule or regulation.

broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations

for the penny stock;

(b) the compensation of the broker-dealer and its salesperson in the transaction;

to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for

and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the

broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive

the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions

involving penny stocks, and a signed and dated copy of a written suitability statement.

disclosure requirements may have the effect of reducing the trading activity for our common stock.

Therefore, stockholders may

have difficulty selling our securities.

June 30, 2020

September 30, 2020

December 31, 2020

April 14, 2022, the last sales price per share of our common stock was $.11

of Our Common Stock

of March 29, 2019, we had 11,371,452 shares of our common stock issued and outstanding, held by 93 shareholders of record, other

than those held in street name.

are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.

of April 14, 2022, we had 47,796,859 shares of our common stock issued and outstanding, held by approximately 164 shareholders

of record at our transfer agent, with approximately 47 additional shareholders holding our shares in street name.

currently intend to retain future earnings for the operation of our business.

We have never declared or paid cash dividends on our common

stock, and we do not anticipate paying any cash dividends in the foreseeable future.

the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may

be declared from time to time on the common stock by our board of directors from funds legally available.

are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

The Nevada Revised Statutes,

however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

would not be able to pay our debts as they become due in the usual course of business, or;

total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights

of shareholders who have preferential rights superior to those receiving the distribution.

have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

would not be able to pay our debts as they become due in the usual course of business;

total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders

who have preferential rights superior to those receiving the distribution.

Authorized for Issuance under Equity Compensation Plans

March 19, 2019, our Board of Directors adopted the 2019 Equity Incentive Plan (the “Plan”).

The purpose of the Plan is to

attract and retain the best available personnel for positions of substantial responsibility with us, to provide additional incentive

to employees, directors and consultants, and to promote our success.

Under the Plan, we are currently able to issue up to an aggregate

total of 10,000,000 incentive or non-qualified options to purchase our common stock, stock awards and other offerings.

Compensation Plans as of December 31, 2021

Equity Compensation

Plans Approved by

the Shareholders

issuance under

equity compensation

Compensation Plan

Other Equity Compensation (restricted stock awards)

Sales of Unregistered Securities

information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during

the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

December 1, 2020 through March 15, 2021, we sold units priced at $25,000 per unit where each unit consisted of (i) an 8.0% Note in

the principal amount of $25,000 convertible into Common Stock (the “Note) and (ii) a warrant at an exercise price of $0.15 for

the purchase of 83,333 shares of the Company’s Common Stock (the “Warrant”).

sold 90 Units for total proceeds of $2,265,000.

After paying finder fees of $187,450 to our placement agent, we netted $2,077,550, which

will be used for working capital.

addition, we also entered into subscription agreements in connection with an equity placement offering of a maximum of $2,000,000 in

units (the “Equity Units”) where each Equity Unit consists of one share of Common Stock at a purchase price of $0.15 and

a warrant to purchase 0.5 share(s) of Common Stock at an exercise price of $0.225 per share.

We sold 6,983,333 Equity Units for total

proceeds of $1,047,500.

After paying finder fees of $100,763 to our placement agent, we netted $946,737, which was used to pay off the

remaining convertible note debt and will also be used for working capital.

the six month ended June 30, 2021, the company issued a total of 2,868,025 shares of common stock to vendors for compensation and

services rendered.

the third quarter of 2021 the company issued a total of 716,554 shares of common stock to vendors for compensation and services rendered.

the fourth quarter of 2021 the company issued a total of 59,171 shares of common stock to vendors for compensation and services rendered.

securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder.

1 unchanged sentence

their intention to acquire the securities for investment only and not with a view towards distribution.

The investors were given

adequate information about us to make an informed investment decision.

The investors were given adequate

information about us to make an informed investment decision.

We did not engage in any general solicitation or advertising.

We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted

Authorized for Issuance under Equity Compensation Plans

2018 there was issuer did not award or issue and shares under the Equity Compensation Plan or award any ESOP shares.

our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Selected Financial Data

smaller reporting company is not required to provide the information required by this Item.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

statements, other than purely historical information, including estimates, projections, statements relating to our business plans,

objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking

statements.”

These forward-looking statements generally are identified by the words “believes,”

“project,”

“expects,”

“anticipates,”

“estimates,”

“intends,”

“strategy,”

“plan,”

“may,”

“will,”

“would,”

“will be,”

“will continue,”

“will likely

result,”

and similar expressions.

Forward-looking statements are based on current expectations and assumptions that are

subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have

a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to:

in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted

accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements and undue

reliance should not be placed on such statements.

of Operations for the Years Ended December 31, 2018 and 2017

the year ended December 31, 2018, we earned revenues in the amount of $1,066,408, as compared with revenues of $943,739 for the

year ended December 31, 2017.

The increase in revenues for 2018 over 2017 is due to increase in partner relationships with companies

reselling our services and increasing demands for text messaging marketing in our target markets.

of sales was $314,638 and $317,336 for the years ended December 31, 2018 and 2017, respectively.

Our cost of revenues slightly

decreased for 2018 compared with the 2017 and our margins were more as a result of additional development resources in 2017.

expect a similar cost of revenues for 2019.

gross profit was $751,770 for the year ended December 31, 2018 or approximately 70% of revenues, as compared with $626,403 for

the year ended September 30, 2017, or approximately 66% of revenue.

operating expenses were $1,058,498 for the year ended December 31, 2018, as compared with $7,175,163 for the year ended

December 31, 2017.

The main reason for our decreased operating expenses in 2017 was a result of stock-based compensation to our

CEO, Wais Asefi.

main reason for our decreased operating expenses in 2018 was a result of less spent on officer compensation and general and administrative

In 2017, we expensed $6,000,000 as a result of stock-based compensation to our CEO, Wais Asefi.

Other major operating

expenses decreased was the cost of legal and professional expenses.

We expensed approximately $370,000 stock based legal fees

for filling of 3A10 exemption.

expect that our operating expenses for the rest of 2019 will remain similar to that in the present year, provided that we do not

have to issue stock for services.

Given our lack of operating capital, we have been forced to issue shares for services rendered

to the company.

We hope that increased revenues will lessen that trend for 2019 and beyond.

Income and Expenses

had net other expenses of $ 31,373 for the year ended December 31, 2018 and net other expenses of $1,098,734 for

the same period ended December 31, 2017.

Other income in 2018 consisted of $119,370 gain on settlement of derivative liabilities.

Other expenses for 2018 consisted mainly of the amortization of debt discount of $42,534 and $105,417 loss on settlement

of notes payables.

In 2017 other expenses consisted of $850,753 in the loss on change of derivative liabilities change in

fair value of derivative liabilities based on the Black-Scholes option pricing model, $188,549 in amortization of debt discount

and $96,993 interest expense.

had a net loss of $339,753 for the year ended December 31, 2018, as compared with net loss of $7,649,220 for the

year ended December 31, 2017.

The turnaround was mainly due to decrease in stock-based officer compensation in previous year.

and Capital Resources

of December 31, 2018, we had total current assets of $83,029.

Our total current liabilities as of December 31, 2018 were $617,936.

We had a working capital deficit of $534,907 as of December 31, 2018.

flows from Operating Activities

activities used $54,145 in cash the year ended December 31, 2018, as compared with $145,719 for the year ended December

Our loss from operations $306,728 was the main component of our negative operating cash flow, operating loss was partially

offset by non-cash other income of $329,383.

flows from Financing Activities

flows provided by financing activities during the year ended December 31, 2018 amounted to $112,500, as compared with $201,106

for the year ended December 31, 2017.

Our positive cash flow in 2018 consisted mostly of proceeds from paid in capital, proceeds

from the sale of convertible promissory notes, offset by settlement of notes payables.

Our positive cash flow in 2017 consisted

mostly of proceeds from the sale of convertible promissory notes, offset by payments on loans payable.

optimum level of growth for success will be achieved if we are able to raise $250,000 in the next twelve months.

However, funds

are difficult to raise in today’s economic environment.

If we are unable to raise $250,000 our ability to implement our

business plan and achieve our goals will be significantly diminished.

have experienced a history of losses.

With our revenues increasing, however, we are less reliant on outside capital as we have

been in the past.

We will need at a minimum $120,000 in capital to operate in the next 12 months.

are dependent on investment capital to continue our survival.

We have raised money through convertible debt, almost always on

unfavorable terms.

There is no guarantee that these small convertible loans will be available to us in the future or on terms

acceptable to us.

do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time.

can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

of December 31, 2018, we have an accumulated deficit of $15,489,993.

Our ability to continue as a going concern is contingent

upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.

While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate

funds that will be available for operations.

These conditions raise substantial doubt about our ability to continue as a going

These financial statements do not include any adjustments that might arise from this uncertainty.

Balance Sheet Arrangements

of December 31, 2018, there were no off-balance sheet arrangements .

Accounting Policies

critical accounting policies are disclosed in Note 2 of our audited financial statements included in the Form 10-K.

Quantitative and Qualitative

Disclosures About Market Risk

smaller reporting company is not required to provide the information required by this Item.

required under Regulation S-K for “smaller reporting companies.”

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/A

Item 5. Market for Registrant’s Common Equity