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Item 5. Market for Registrant’s Common Equity

2023-09-28 compared with 2022-09-28 · 66 added, 64 removed, 11 unchanged (92% of the section changed)

9 unchanged sentences

Sales of Unregistered Securities

issued for conversion of convertible debt

the year ended June 30, 2022, the Company issued an aggregate of 96,959,620 shares of its common stock and common stock issuable of 7,326,007

shares at average contractual conversion prices ranging from $0.01 to $0.04, as a result of the conversion of principal of

$599,148, interest of $36,154 and conversion fees $2,250 underlying certain outstanding convertible notes converted during such period.

The common stock issuable of 7,326,007 shares were issued on July 12, 2022.

Company has 730,181,169 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at June 30, 2022.

issued for services

On August 12, 2021, the Board

approved the issuance of 2,800,000 shares of the Company’s common stock for bonus payable of $84,000 as of June 30, 2021 to an employee

who is the wife of the CEO of the Company.

The 2,800,000 shares of common stock were valued at approximately $0.03 per share or $87,920,

being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

The Company recorded stock-based

compensation of $3,920 during the year ended June 30, 2022 and reclassified bonus payable of $84,000 to additional paid in capital upon

On August 12, 2021, the Board

approved the issuance of 166,667 shares of the Company’s common stock for legal services rendered for the month of August 2021.

The 166,667 shares of common stock were valued at approximately $0.05 per share or $7,883, being the closing price of the stock on August

31, 2021, the date of grant.

The shares were issued on September 3, 2021.

The Company recorded stock-based compensation of $7,883 during

the year ended June 30, 2022.

In September 2021, the Company

issued 2,819,712 shares of the Company’s common stock to a consultant for services rendered from July 2021 to September 2021 valued

at approximately $0.04 per share or $104,611, being the closing price of the stock on the date of grant to such consultant.

recorded stock-based compensation of $104,611 during the year ended June 30, 2022.

January 20, 2022, the Board approved the issuance of 666,667 shares of the Company’s common stock for legal services rendered in

January 2022.

The 666,667 shares of common stock were valued at approximately $0.03 per share or $20,000, being the average closing prices

of the stock for the month of January 2022, the date of grant.

The Company recorded stock-based compensation of $20,000 during the year

ended June 30, 2022.

January 24, 2022, the Company issued 2,274,224 shares of the Company’s common stock to a consultant for services rendered from

October 2021 to December 2021.

The Company issued 2,274,224 shares of the Company’s common stock valued at approximately $0.02

per share or $45,030, being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based

compensation of $45,030 during the year ended June 30, 2022.

February 17, 2022, the Board approved the issuance of 1,148,326 shares of the Company’s common stock to a consultant for services

rendered upon the termination of the consulting agreement (see Note 9).

The Company valued the shares at approximately $0.02 per share

or $24,000 being the closing price of the stock on the date of grant to such consultant.

The shares were issued on April 7, 2022.

Company recorded stock-based compensation of $24,000 during the year ended June 30, 2022.

April 13, 2022, the Company issued 3,833,683 shares of the Company’s common stock to a consultant for services rendered from January

2022 to March 2022.

The Company issued 3,833,683 shares of the Company’s common stock valued at approximately $0.01 per share or

$46,771, being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

of $46,771 during the year ended June 30, 2022.

June 30, 2022, the Board approve the issuance of 12,270,958 shares of the Company’s common stock to a consultant for services rendered

from April 2022 to June 2022.

The 12,270,958 shares was reflected as common stock issuable and was valued at approximately $0.01 per

share or $45,403, being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

of $45,403 during the year ended June 30, 2022.

The common stock issuable of 12,270,958 shares were issued on July 1, 2022.

issued for exercise of warrants

the year ended June 30, 2022, the Company received aggregate gross proceeds of $625,000 from the exercise of 15,625 Series B Warrants

and issued 15,625 shares of common stock.

the year ended June 30, 2022, the Company issued 56,799,716 shares of common stock from the alternate cashless exercise of 284 Series

A warrants with an original exercise price of $200 and alternate cashless exercise price of $0.001.

Selected Financial Data.

applicable to smaller reporting companies.

July 1, 2022, the Company issued 12,271 shares of Common Stock to a consultant for services rendered from April 2022 to June 2022, valued

at approximately $3.70 per share or $45,403, the closing price of the Common Stock on the date of issuance to such consultant.

October 25, 2022, the Company issued 6,111 shares of Common Stock to a consultant for services rendered in October 2022, valued on the

trading price of the Common Stock on the date of such issuance at $0.90 per share, or $5,500.

November 16, 2022, the Company issued 73,301 shares of Common Stock to a consultant for services rendered from July 2022 to November

2022, valued at approximately $0.70 per share or $51,311, the closing price of the Common Stock on the date of issuance to such consultant.

July 10, 2023, the Company issued 608,423 shares of Common Stock to a consultant for services rendered from November 2022 to June 2023,

valued at approximately $0.135 per share or $82,137, the closing price of the Common Stock on the date of issuance to such consultant.

of Shares of Common Stock upon Conversion

July 1, 2022 through September 14, 2022, the Company issued an aggregate of 264,493 shares of Common Stock at an average conversion price

of $1.00 per share as a result of the conversion of principal of $327,200 and accrued interest of $22,330 underlying certain outstanding

convertible notes converted during such period.

October 17, 2022 through December 27, 2022, the Company issued an aggregate of 380,506 shares of Common Stock at an average conversion

price of $1.00 per share as a result of the conversion of principal of $158,500 and accrued interest of $7,191 underlying certain outstanding

convertible notes converted during such period.

January 5, 2023 through March 30, 2023, the Company issued an aggregate of 1,375,598 shares of Common Stock at an average conversion

price of $0.20 per share as a result of the conversion of principal of $290,000 and accrued interest of $17,985 underlying certain outstanding

convertible notes converted during such period.

April 13, 2023 through June 30, 2023, the Company issued an aggregate of 3,847,814 shares of Common Stock at an average conversion price

of $0.05 per share as a result of the conversion of principal of $159,999, accrued interest of $33,079 and conversion fees of $1,838

underlying certain outstanding convertible notes converted during such period.

July 1, 2023 through September 18, 2023, the Company issued an aggregate of 4,898,307 shares of Common Stock at an average conversion

price of $0.02 per share as a result of the conversion of principal of $98,954, accrued interest of $7,071 and conversion fees of $1,277

underlying certain outstanding convertible notes converted during such period.

issued under the Equity Line

July 13, 2022, the Company issued 14,337 shares of Common Stock at an average price per share of approximately $2.00, as a result of

delivering a drawdown notice to an investor pursuant to an equity line of credit agreement and received gross aggregate proceeds of $24,711

from such drawdown notice.

April 5, 2022 and June 30, 2022, the Company issued an aggregate of 25,663 shares of Common Stock at an average price per share of approximately

$10.00, as a result of delivering four draw down notices to the Selling Stockholder.

Consequently, the Company received gross aggregate

proceeds of $123,043.

November 3, 2022, the Company and an institutional investor entered into a note purchase agreement, pursuant to which the Company issued

the institutional investor a 10% unsecured convertible promissory note, dated November 3, 2022, with an aggregate face value of $125,000,

the principal and interest of which is convertible into shares of Common Stock following an event of default under such note.

was issued with a $25,000 original issue discount and bears interest at a rate of 10% per annum, with $12,500 in guaranteed interest.

Additionally, pursuant to the purchase agreement and the note, the Company issued to the institutional investor, for no additional consideration,

an aggregate of 75,000 shares of Common Stock.

June 29, 2023, the Company entered into a securities purchase agreement with an investor, which closed on July 6, 2023, pursuant to which

the investor purchased a convertible promissory note from the Company in the aggregate principal amount of $65,000, such principal and

the interest thereon convertible into shares of Common Stock at the option of the investor at any time after 180 days of the note.

July 5, 2023, the Company issued an investor, in partial consideration for the purchase of a $153,256 note issued by the

Company, 15,000,000 warrants to purchase common stock immediately exercisable at an initial exercise price of $0.01 per share

(subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an

expiry date of July 5, 2026.

July 19, 2023, the Company entered into a securities purchase agreement with an investor, which closed on July 28, 2023, pursuant to

which the investor purchased a convertible promissory note from the Company in the aggregate principal amount of $45,000, such principal

and the interest thereon convertible into shares of Common Stock at the option of the investor at any time after 180 days of the note.

August 15, 2023, the Company issued to an institutional investor a 10% original issue discount promissory note in consideration for $120,000,

which has a principal face amount of $132,000, matures on November 15, 2023 and accrues interest at a rate of 10% per annum, which may

be increased to 18% in the event of a default.

August 16, 2023, the Company entered into a securities purchase agreement with an investor, which closed on August 16, 2023, pursuant

to which the investor purchased a convertible promissory note from the Company in the aggregate principal amount of $55,000, such principal

and the interest thereon convertible into shares of Common Stock at the option of investor at any time after 180 days of the note.

August 23, 2023, the Company entered into a securities purchase agreement with an investor, which closed on August 23, 2023, pursuant

to which the investor purchased a convertible redeemable promissory note in the aggregate principal amount of $77,500 from the Company

for $72,500, such principal and the interest thereon convertible into shares of Common Stock at the option of investor at any time.

as otherwise noted, the securities in the transactions described above were sold in reliance on the exemption from registration provided

in Section 4(a)(2) of the Securities Act for transactions not involving any public offering.

Each of the persons acquiring the foregoing

securities was an accredited investor (as defined in Rule 501(a) of Regulation D) and confirmed the foregoing and acknowledged, in writing,

that the securities must be acquired and held for investment.

All certificates evidencing the shares sold bore a restrictive legend.

No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly

or indirectly in connection therewith.

The proceeds from these sales were used for general corporate purposes.

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