What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-04-16 compared with 2023-04-17 · 41 added, 28 removed, 49 unchanged (58% of the section changed)

8 unchanged sentences

commission and may not represent actual transactions.

Closing Price

Quarter Ended

March 31, 2021

June 30, 2023

1 unchanged sentence

December 31, 2023

Closing Price

Quarter Ended

March 31, 2022

June 30, 2022

10 unchanged sentences

of Our Common Stock

of March 31, 2023, we had 75,437,604 shares of our common stock issued and outstanding, held by approximately 175 shareholders of record

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

of April 16, 2024, we had 96,179,058 shares of our common stock issued and outstanding, held by approximately 175 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.

17 unchanged sentences

Compensation Plans as of December 31, 2023

Equity Compensation

Plans Approved by

the Shareholders

Number of Securities to be issued upon exercise of outstanding options

Weighted- average exercise price of outstanding options

Number of Securities remaining available for future issuance under equity compensation plans

of Securities to be issued upon exercise of outstanding options

average exercise price of outstanding options

of Securities remaining available for future issuance under equity compensation plans

Equity Compensation Plan

Other Equity Compensation (restricted stock awards)

Equity Compensation (restricted stock awards)

Sales of Unregistered Securities

the fourth quarter of 2022, we issued a total of 25,000 shares of common stock to vendors for services rendered.

the third quarter of 2022, we issued a total of 27,565,745 shares of common stock to vendors for compensation, services rendered, private placement note conversions into equity and

commitment shares.

July 15, 2022, we issued a total of 21,993,806 shares of common stock to certain note holders as a result of voluntary conversions of

their 8% convertible notes issued in early 2021.

The aggregate dollar amount of debt reduced by the conversions was $1,917,382.

the second quarter of 2022, the Company issued a total of 50,000 shares of common stock to vendors for compensation and services rendered.

the first quarter of 2022, the company issued a total of 904,666 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.

The holders represented

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.

We did not engage in any general solicitation or advertising.

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

the three months ended December 31, 2023, we did not issue any unregistered securities not previously reported.

to December 31, 2023, we have issued unregistered securities not previously reported, as follows:

March 2024, we issued a $280,000 face amount promissory note (with $28,000 in OID) to an investor, in consideration of loan which netted

our company $252,000 in proceeds.

This note bears interest at 12% per annum, with principal and interest payable on September 4, 2024.

Should we be in default, which shall not have been cured, this note is convertible into shares of our common stock at a conversion price

that shall equal the volume weighted average trading price (a) during the previous 20 trading-day period ending on the date of issuance

of the AJB Note or (b) during the previous 20 trading-day period ending on the relevant conversion date, whichever is lower.

is secured by all assets of our company.

In addition, we issued this investor a pre-funded common stock purchase warrant to purchase

3,428,571 shares of our common stock, with a nominal exercise price of $.00001 per share.

This warrant may be exercised on a cashless

in March 2024, we issued a $280,000 face amount promissory note (with $30,000 in OID) to an investor, in consideration of a loan which

netter our company $250,000 in proceeds.

This note bears interest at 12% per annum, with principal and interest payable on September

This note is convertible at any time and from time to time into shares of our common stock at a conversion price that shall

equal to $.035 per share;

provided, however, that, upon an event of default, the per share conversion price shall be the lower of (a)

$.035 or (b) the volume weighted average trading price during the previous 20 trading-day period ending on the date of issuance of this

note or during the previous 20 trading-day period ending on the relevant conversion date, whichever is lower.

This note is unsecured.

In addition, we issued this investor pre-funded common stock purchase warrant to purchase 7,200,000 shares of our common stock, with

a nominal exercise price of $.00001 per share.

This warrant may be exercised on a cashless basis.

We also entered into a make-whole agreement

that assures that this investor shall derive not less than $250,000 in net proceeds from its sales of our common stock underlying the

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

Each investor is an

accredited investor and each represented its intention to acquire the securities for investment only and not with a view towards

distribution.

Such investors were given adequate information about us to make an informed investment decision.

We did not engage in

any general solicitation or advertising.

The securities issued to such investors were affixed with an appropriate

restrictive legend.

Selected Financial Data

1 unchanged sentence

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