Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: common stock is traded under the symbol “KOAN” on the OTCQB.
+Added: common stock is quoted under the symbol “KOAN” on the OTCQB.
Only a limited market exists for our securities.
2 unchanged sentences
to resell his securities in our company.
−Removed: following tables set forth the range of high and low bid information for our common stock for the each of the periods indicated.
−Removed: quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
−Removed: Year Ending December 31, 2021
+Added: following table lists the high and low closing sale prices for our stock for each quarter for the last two fiscal years as reported on
+Added: Because our stock is traded on the OTCQB, these quotations reflect inter-dealer prices, without retail markup, markdown or
+Added: commission and may not represent actual transactions.
+Added: Closing Price
Quarter Ended
3 unchanged sentences
December 31, 2024
−Removed: Year Ending December 31, 2020
+Added: Closing Price
Quarter Ended
3 unchanged sentences
December 31, 2023
−Removed: April 14, 2022, the last sales price per share of our common stock was $.11
+Added: ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that
+Added: A number of states require that an issuer’s securities be registered in their state or appropriately exempted from registration
+Added: before the securities are permitted to trade in that state.
+Added: Presently, we have no plans to register our securities in any particular
+Added: Further, our shares may be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to
+Added: as the “penny stock” rule.
+Added: Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1)
+Added: incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
of Our Common Stock
−Removed: of April 14, 2022, we had 47,796,859 shares of our common stock issued and outstanding, held by approximately 164 shareholders
−Removed: of record at our transfer agent, with approximately 47 additional shareholders holding our shares in street name.
+Added: of May 30, 2025, we had 195,248,774 shares of our common stock issued and outstanding, held by approximately 706 shareholders of record
+Added: 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
−Removed: Equity Compensation
−Removed: Plans Approved by
−Removed: the Shareholders
−Removed: issuance under
−Removed: equity compensation
−Removed: Compensation Plan
+Added: Equity Compensation Plans Approved by the Shareholders
+Added: Number of Securities to be issued upon exercise of outstanding options
+Added: Weighted- average exercise price of outstanding options
+Added: Number of Securities remaining available for future issuance under equity compensation plans
+Added: 2019 Equity Compensation Plan
Other Equity Compensation (restricted stock awards)
Sales of Unregistered Securities
−Removed: 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
−Removed: the principal amount of $25,000 convertible into Common Stock (the “Note) and (ii) a warrant at an exercise price of $0.15 for
−Removed: the purchase of 83,333 shares of the Company’s Common Stock (the “Warrant”).
−Removed: sold 90 Units for total proceeds of $2,265,000.
−Removed: After paying finder fees of $187,450 to our placement agent, we netted $2,077,550, which
−Removed: will be used for working capital.
−Removed: addition, we also entered into subscription agreements in connection with an equity placement offering of a maximum of $2,000,000 in
−Removed: units (the “Equity Units”) where each Equity Unit consists of one share of Common Stock at a purchase price of $0.15 and
−Removed: a warrant to purchase 0.5 share(s) of Common Stock at an exercise price of $0.225 per share.
−Removed: We sold 6,983,333 Equity Units for total
−Removed: proceeds of $1,047,500.
−Removed: After paying finder fees of $100,763 to our placement agent, we netted $946,737, which was used to pay off the
−Removed: remaining convertible note debt and will also be used for working capital.
−Removed: the six-month ended June 30, 2021, the company issued a total of 2,868,025 shares of common stock to vendors for compensation
−Removed: and services rendered.
−Removed: the third quarter of 2021 the company issued a total of 716,554 shares of common stock to vendors for compensation and services rendered.
−Removed: the fourth quarter of 2021 the company issued a total of 59,171 shares of common stock to vendors for compensation and services rendered.
−Removed: securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder.
−Removed: The holders represented
−Removed: their intention to acquire the securities for investment only and not with a view towards distribution.
−Removed: The investors were given adequate
−Removed: information about us to make an informed investment decision.
−Removed: We did not engage in any general solicitation or advertising.
−Removed: our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
+Added: the three months ended December 31, 2024, we did not issue any unregistered securities not previously reported.
+Added: the year ended December 31, 2024, the Company issued the following shares of common stock:
+Added: Company issued a total of 9,555,462 shares of common stock as to convert a convertible note and accrued interest of $306,985.
+Added: Company issued a total of 4,222,222 shares of common stock as to convert a convertible note of $20,000.
+Added: Company issued a total of 5,000,000 shares of common stock as to convert a convertible note of $9,500.
+Added: Company issued a total of 5,000,000 shares of common stock as to convert a convertible note of $4,500.
+Added: to December 31, 2024, we have issued unregistered securities not previously reported, as follows:
+Added: securities were issued pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder.
+Added: Each investor is an
+Added: accredited investor and each represented its intention to acquire the securities for investment only and not with a view towards distribution.
+Added: Such investors were given adequate information about us to make an informed investment decision.
+Added: We did not engage in any general solicitation
+Added: or advertising.
+Added: 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.