What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-15 compared with 2024-04-01 · 42 added, 32 removed, 55 unchanged (57% of the section changed)

8 unchanged sentences

For any market that develops for our common stock,

the sale of shares of our common stock comprised of restricted securities pursuant to Rule 144 of the SEC, any other available exemption

from registration under the Securities Act or by registration under the Securities Act by members of management or others, including any

person to whom any such securities may be issued in the future, may have a substantial adverse impact on any such public market.

information regarding the requirements of resales under Rule 144, see the heading “Rule 144” of this Item below.

the sale of shares of our common stock that is comprised of “restricted securities” pursuant to Rule 144 of the SEC or any

other available exemption from registration under the Securities Act or by registration under the Securities Act by members of management

or others, including any person to whom any such securities may be issued in the future, may have a substantial adverse impact on any

such public market.

For information regarding the requirements of resales under Rule 144, see the heading “Rule 144”

of this Item below.

Our common stock that can be acquired under vested

16 unchanged sentences

not necessarily reflect actual transactions, retail markups, mark downs or commissions.

( This space intentionally left blank.

The following is a summary of the current requirements of Rule 144, including

3 unchanged sentences

Restricted Securities of Reporting Issuers

During six-month holding period – no resales

under Rule 144 Permitted.

After six-month holding period – may resell

in accordance with all Rule 144 requirements including:

During six (6) month holding period –

no resales under Rule 144 Permitted.

After six (6) month holding period – may

resell in accordance with all Rule 144 requirements including:

*Current public information ;

1 unchanged sentence

Manner of sale requirements for equity

securities, and

Filing of Form 144.

*Current public information is continually required for resales

under Rule 144 because the Company was a former shell company.

During six-month holding period – no resales under Rule 144

After six-month holding period but before one year – unlimited

public resales under Rule 144 except that the current public information requirement still applies.

After one-year holding period – unlimited public resales under

under Rule 144 because we were a former shell company.

During six (6) month holding period – no resales under

Rule 144 permitted.

After six (6) month holding period but before one (1) year –

unlimited public resales under Rule 144 except that the current public information requirement still applies.

After one (1) year holding period – unlimited public

resales under Rule 144;

need not comply with any other Rule 144 requirements.

Restricted Securities of Non-Reporting Issuers

During one-year holding period – no resales

under Rule 144 permitted.

After one-year holding period – may resell

in accordance with all Rule 144 requirements including:

During one (1) year holding period – no

resales under Rule 144 permitted.

After one (1) year holding period – may

resell in accordance with all Rule 144 requirements including:

*Current public information;

1 unchanged sentence

Manner of sale requirements for equity

securities, and

Filing of Form 144.

During one-year holding period – no resales under Rule 144

After one-year holding period – unlimited public resales under

During one (1) year holding period – no resales under

Rule 144 permitted.

After one (1) year holding period – unlimited public

resales under Rule 144;

need not comply with any other Rule 144 requirements.

We currently have 555 active shareholders of record

as of December 31, 2023, not including an indeterminate number of shareholders who may hold their shares in “street name.”

We have 555 shareholders of record as of March 31,

2025, not including an indeterminate number of shareholders who may hold their shares in “street name.”

We have not declared any cash dividends with respect

7 unchanged sentences

Use of Proceeds from Registered

With the exception of the purchase of 750,000 shares

of our common stock in the year ended December 31, 2023, pursuant to the exercise of certain non-compensatory stock options acquired by

our Chairman and CEO, D.

Sean McEwen, in 2017, at an exercise price of $0.22 per share, there have been no sales by us of any unregistered

securities during the past two (2) years ended December 31, 2023, and 2022.

The exercise price of these stock options was paid from accrued

salary owed to Mr.

With the exception of the purchase of 375,000

shares of our common stock in year ended December 31, 2024, and 750,000 shares of our common stock in the year ended December 31,

2023, all pursuant to the exercise of certain non-compensatory stock options acquired by our Chairman and CEO, D.

Sean McEwen, in

2017, at an exercise price of $0.22 per share, there have been no sales by us of any unregistered or restricted securities during

the past two (2) years ended December 31, 2024, and 2023.

The exercise price of these stock options was paid from accrued salary

or the conveyance of fully-paid shares of our common stock owned by Mr.

McEwen of a value equal to the

exercise price based on the closing market price of our shares at or about the date of exercise.

Use of Proceeds of Registered Securities

not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

not applicable.

Purchases of Equity Securities by Us and Affiliated

Excluding incentive stock options or non-compensatory

stock options paid for by the conveyance of fully-paid and owned shares of our common stock to us by any such option holders, which shares

had a value equal to the exercise price of any such options, based on the closing market price of our shares at or about the date of exercise,

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