What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-20 compared with 2024-04-01 · 1 added, 67 removed, 18 unchanged (79% of the section changed)

16 unchanged sentences

have been no sales of unregistered securities during the quarter ended December 31, 2024, and from the period from January 1, 2025 to

the filing date of this Report, except as set forth below:

October 10, 2023, we entered into a Consulting Agreement with Luca Consulting, LLC (“Luca”), to provide certain management

and consulting services to the Company during the term of the agreement, which is for three months unless otherwise earlier terminated

due to breach of the agreement by either party.

In consideration for agreeing to provide the services under the agreement, the Company

issued 200,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement and to pay Luca

$15,000 in cash, payable as follows:

(a) $5,000 on the signing of the agreement;

(b) $5,000 on the tenth of each month throughout the

remainder of the agreement.

The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Luca

and its affiliates with regard to certain matters.

The shares were valued at $0.63 per share for a total of $126,000.

January 10, 2024, we renewed a Consulting Agreement with Luca Consulting, LLC (“Luca”), to provide certain management and

consulting services to the Company during the term of the agreement, which is for three months unless otherwise earlier terminated due

to breach of the agreement by either party.

In consideration for agreeing to provide the services under the agreement, the Company issued

200,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement and to pay Luca $15,000

in cash, payable as follows:

(a) $5,000 on the signing of the agreement;

(b) $5,000 on the tenth of each month throughout the remainder

of the agreement.

The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Luca and its

affiliates with regard to certain matters.

The shares were valued at $0.28 per share for a total of $56,000.

January 11, 2024, we entered into a Consulting Agreement with First Level Capital (“First Level”), to provide certain management

and consulting services to the Company during the term of the agreement, which is for six months unless otherwise earlier terminated

due to breach of the agreement by either party.

In consideration for agreeing to provide the services under the agreement, the Company

issued an initial 250,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement, an

additional 250,000 shares of the Company’s restricted common stock before the end of the term of the agreement and to pay First

Level $60,000 in cash, payable as follows:

(a) $60,000 on the signing of the agreement;

(b) $60,000 on the approval by the Company.

Service Agreement includes customary indemnification obligations requiring the Company to indemnify First Level and its affiliates with

regard to certain matters.

The initial shares were valued at $0.28 per share for a total of $70,000.

March 21, 2024, we entered into Amendment to the of January 10, 2024 consulting agreement with Luca Consulting, LLC (“Luca”)extending

the agreement for an additional 6 months (the “Luca Amendment”).

In consideration for entering into the Luca Amendment, the

Company issued 500,000 shares of the Company’s restricted common stock upon the parties’ entry into the Luca Amendment and

agreed to continue to pay Luca $5,000 in in cash on the tenth of each month throughout the remainder of the agreement.

The shares were

valued at $0.1975 per share for a total of $98,750.

The issuance described above was exempt from registration pursuant to Section 4(a)(2),

and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuance did not involve a public offering, the recipient

took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipient was (a)

an “accredited investor”;

and/or (b) had access to similar documentation and information as would be required in a Registration

Statement under the Securities Act.

The securities are subject to transfer restrictions, and the certificates evidencing the securities

contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or

sold absent registration or pursuant to an exemption therefrom.

The securities were not registered under the Securities Act and such

securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities

Act and any applicable state securities laws.

issuances described above were exempt from registration pursuant to Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities

Act, since the foregoing issuances did not involve a public offering, the recipienst took the securities for investment and not resale,

we took take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”;

and/or (b) had

access to similar documentation and information as would be required in a Registration Statement under the Securities Act.

The securities

are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such

securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption

The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States

absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

sales of unregistered securities during the quarter ended December 31, 2023

the filing date of this Report which have not previously been disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.

Repurchases of Equity Securities

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