What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-07-17 compared with 2022-06-01 · 28 added, 56 removed, 82 unchanged (51% of the section changed)

9 unchanged sentences

The closing price of the Company's common stock

as of April 7, 2022 was $0.2899, as reported on the OTC.QB.

as of July 11, 2023 was $0.17, as reported on the OTC.QB.

The OTC.QB prices are bid and ask prices which represent prices between broker-dealers

2 unchanged sentences

transactions.

As of April 7, 2022 there were approximately 89 record owners of the Company's common stock.

The OTC.QB is a registered quotation service that

displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities.

An OTC equity security generally

is any equity that is not listed or traded on NASDAQ or a national securities exchange.

The OTCQB is not an issuer listing service, market

Although the OTCQB does not have any listing requirements, per se, to be eligible for quotation on the OTCQB, issuers must

remain current in their filings with the SEC or applicable regulatory authority.

As of July 11, 2023 there were approximately 90 record owners of the Company's common stock.

OTC.QB is a registered quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter

(OTC) securities.

An OTC equity security generally is any equity that is not listed or traded on NASDAQ or a national securities exchange.

The OTCQB is not an issuer listing service, market or exchange.

Although the OTCQB does not have any listing requirements, per se, to

be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority.

Our Board of Directors may declare and pay dividends

20 unchanged sentences

to the Reverse Split.

May 31, 2020, the Company agreed to issue 86,270 common shares to settle of accounts payable related to services provided in 2019 and

2020 of $17,254.

The transaction was exempt under Section 4(a)(2).

May 31, 2020, the Company agreed to issue 687,500 common shares and warrants to settle advances from third parties of $42,500 and settle

advances from related parties of $95,000.

Additionally, the Company issued 1,183,635 common shares and warrants to settle convertible

notes payable of $236,727 including accrued interest.

The common shares had a fair value of $486,250 resulting in a loss on settlement

of liabilities of $348,750.

The transactions were exempt under Section 4(a)(2)

the year ended December 31, 2020, the Company received net proceeds of $38,500 from the exercise of 155,000 warrants.

July 15, 2020, the Company issued 500,000 shares for services rendered pursuant to two investor relations agreements:

200,000 shares

under a Services Agreement and 300,000 shares under a Consulting Agreement.

February 10, 2021, the Company issued 266,667 common shares as a commitment fee.

The shares were valued at $0.92, the closing price of

the Company’s stock on July 15, 2020.

The Services Agreement is $7,500 per month and has a term of twelve months The Consulting

Agreement is $7,500 per month and has an initial term of six months.

If the Consulting Agreement is not terminated at least thirty days

prior to the end of the initial term, the term will continue for an additional six months.

February 10, 2021, the Company issued the 266,667 common shares as a commitment fee.

The shares were valued at $0.92, the closing price

of the Company’s stock on February 10, 2021.

the Company’s stock on February 10, 2021.

During the year ended December 31, 2021, the Company recognized $245,334 of stock-based

17 unchanged sentences

on July 15, 2020.

In June 2021, the Company issued an aggregate of 2,278,813 shares of common stock in consideration of (i) the conversion of an

aggregate of 192,269 shares of Series A Preferred Stock and (ii) an aggregate of $356,123 in accrued interest on the Series A

Preferred Stock.

The shares were issued to two investors, each of whom qualified as an “accredited investor” within the

meaning of Rule 501(a) of Regulation D under the Securities Act.

The securities, which were taken for investment and were subject to

appropriate transfer restrictions, were issued without registration under the Securities Act in reliance upon the exemption provided

in Section 4(a)2 and Rule 506(b) of Regulation D under the Securities Act.

In June 2021, the Company issued an aggregate of 2,278,813 shares of common stock in consideration of (i) the conversion of an aggregate

of 192,269 shares of Series A Preferred Stock and (ii) an aggregate of $356,123 in accrued interest on the Series A Preferred Stock.

shares were issued to two investors, each of whom qualified as an “accredited investor” within the meaning of Rule 501(a)

of Regulation D under the Securities Act.

The securities, which were taken for investment and were subject to appropriate transfer restrictions,

were issued without registration under the Securities Act in reliance upon the exemption provided in Section 4(a)2 and Rule 506(b) of

Regulation D under the Securities Act.

the year ended December 31, 2022, the Company issued 646,668 common shares as deferred financing costs.

The shares were valued at a price

ranging from $0.24 - $0.30, the closing price of the Company’s stock at issuance.

During the year ended December 31, 2022, the Company

recognized $180,000 of deferred financing costs related to this issuance.

Unless otherwise noted, all of the foregoing transactions

17 unchanged sentences

Arrangements with CEO

Effective June 1, 2019, the Company and David

Drips, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr.

Drips, in consideration of services

to be rendered as President, CEO and Director, restricted stock units consisting of 10,000 units for each month of service.

will vest upon successful completion of a $1.25 million financing on or before November 30, 2019.

Upon settlement if the common stock

is less than $1.50 addition shares will be issued such that each month of service will have a value of $15,000.

The completion of a $1.25

million financing did not happen as of November 30, 2019 and as such the Company is working to negotiate fair settlement and payment for

Drips providing services.

As of December 31, 2021 and 2020, $78,000 has been accrued under this arrangement.

Effective August 1, 2020, the Company and Michael

2 unchanged sentences

services to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each month of service.

The vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after

December 31, 2020 or (b) following the termination date, whichever occurs first.

As of December 31, 2021 and 2020, 255,000 and 75,000

restricted stock units may be settled in shares of common stock, respectively.

During the years ended December 31, 2021 and 2020, the

Company recognized $162,465 and $84,600 of stock-based compensation related to the agreement, respectively.

vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after December

31, 2020 or (b) following the termination date, whichever occurs first.

As of December 31, 2022 and 2021, 435,000 and 255,000 restricted

stock units may be settled in shares of common stock, respectively.

During the years ended December 31, 2022 and 2021, the Company recognized

$35,888 and $162,465 of stock-based compensation related to the agreement, respectively.

SELECTED FINANCIAL DATA

2 unchanged sentences

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