What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-16 compared with 2020-03-20 · 161 added, 164 removed, 151 unchanged (68% of the section changed)

MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY

Stock is currently quoted on the OTCQB market under the symbol VBIX.

The following table sets forth for the respective

periods indicated the prices of our Common Stock in the OTC Link Alternative Trading System.

Such prices are based on

inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual

transactions.

the years ended December 31, 2019 and 2018, we had the following trading history:

Fiscal 2018 1

Common Stock is currently quoted on the OTCQB market under the symbol VBIX.

The following table, adjusted for a one-for-fifteen

(1:15) reverse split that became effective on May 20, 2019, sets forth for the respective periods indicated the prices of our

Common Stock in the OTC Link Alternative Trading System.

Such prices are based on inter-dealer bid and asked prices, without markup,

markdown, commissions, or adjustments and may not represent actual transactions.

the fiscal year ended December 31, 2020 and the fiscal years ended December 31, 2019, we had the following trading history:

First Quarter ended March 31

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Fourth Quarter ended December 31

for a one-for-fifteen (1:15) reverse split that became effective on May 20, 2019 (prior

to the Recapitalization Transaction).

for a one-for-fifteen (1:15) reverse split that became effective on May 20, 2019 (prior to the Recapitalization Transaction).

of Common Stock

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Stock outstanding.

agent is Transfer Online, 512 SE Salmon Street, Portland, OR 97214-3444, Phone:

transfer agent is Transfer Online, 512 SE Salmon Street, Portland, OR 97214-3444, Phone:

(503) 227-2950.

Common Stock are entitled to dividends if declared by our board of directors, out of funds legally available therefore.

We have never declared cash dividends on our Common Stock and our board of directors does not anticipate paying

cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses.

As of December

31, 2019, we do not have any significant number of shares of our Common Stock that are currently available for sale

to the public in accordance with the volume and trading limitations of Rule 144.

of Common Stock are entitled to dividends if declared by our board of directors, out of funds legally available therefore.

have never declared cash dividends on our Common Stock and our board of directors does not anticipate paying cash dividends in

the foreseeable future as it intends to retain future earnings to finance the growth of our businesses.

following table summarizes information of outstanding warrants as of December 31, 2020:

Exercise Price

Class G Warrants

Class H Warrants

January 2020- March 2020

Class I Warrants

Class J Warrants

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in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the

United States by Viewbix Israel, we will issue to Algomizer an additional 1,642,193 shares of restricted Common Stock of

United States by Viewbix Israel, we will issue to Gix an additional 1,642,193 shares of restricted Common Stock of the Company.

Authorized for Issuance Under Equity Compensation Plans

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Plan Category

Equity compensation plans approved by security

holders 2017 Employee Incentive Plan

Equity compensation plans approved by security holders 2017 Employee Incentive Plan

Sales of Unregistered Securities

December 18, 2020, we entered into a Stock Subscription Agreement (the “Subscription”) with certain investors (the

“Investors”) in connection with the sale and issuance of an aggregate of 3,000,000 shares of Common Stock, at a purchase

price of US$0.01 per share, and for an aggregate purchase price of US$30,000.

In addition, and on the same date, we entered into

a Loan Agreement (the “Loan Agreement”) with the Investors, pursuant to which the Investors lent an aggregate of $69,000

(the “Principal Amount”).

In accordance with the terms of the Loan, we repaid the interest on the Principal Amount

(8% compounded annually) to the Investors in the form of an issuance of an aggregate of 552,000 shares of Common Stock, at a price

per share of $0.01.

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of

1933, as amended.

SELECTED FINANCIAL DATA

for smaller reporting companies.

required for smaller reporting companies.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION

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Organizational

The Registrant

was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International, Inc.

On August 25, 1995, Zaxis International,

merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International,

Registrant was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International, Inc.

On August 25, 1995,

Zaxis International, Inc.

merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its

name to Zaxis International, Inc.

and the Company was reincorporated in Delaware under the name of Zaxis International, Inc.

On December 30, 2014, Zaxis entered

into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the

State of Israel.

December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company

organized under the laws of the State of Israel.

Medical Applications Ltd.

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January 29, 2018, the Company ceased the DermaCompare operations of Emerald Israel and on May 2, 2018, the District Court of Lod,

Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney to serve as special executor

for Emerald Israel.

Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney to serve as special executor for Emerald

Crypto Technologies Ltd.

January 17, 2018, the Company formed VCT Israel to develop and market software and hardware products facilitating, allowing

and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile

January 24, 2018, VCT Israel entered into a binding term sheet (the “Chiron Term Sheet”) with Chiron Refineries

January 17, 2018, the Company formed VCT Israel to develop and market software and hardware products facilitating, allowing and

supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile

January 24, 2018, VCT Israel entered into a binding term sheet (the “Chiron Term Sheet”) with Chiron Refineries Ltd.

(“Chiron”), a public company listed on the Tel-Aviv Stock Exchange (TASE:

Pursuant to the Chiron Term Sheet:

(i) VCT Israel agreed to appoint a wholly-owned subsidiary of Chiron, to be organized under the laws of the Turkish Republic

of Northern Cyprus (the “Distributor”), as the exclusive distributor of VCT Israel’s Products in Turkey,

including the territory of Turkish Republic of Northern Cyprus (collectively, the “Territory”);

and (ii) the Distributor

shall have the right to appoint sub-distributors within the Territory.

(i) VCT Israel agreed to appoint a wholly-owned subsidiary of Chiron, to be organized under the laws of the Turkish Republic of

Northern Cyprus (the “Distributor”), as the exclusive distributor of VCT Israel’s Products in Turkey, including

the territory of Turkish Republic of Northern Cyprus (collectively, the “Territory”);

and (ii) the Distributor shall

have the right to appoint sub-distributors within the Territory.

The appointment of the Distributor was subject to the payment

by the distributor to VCT Israel of $250 thousand as an appointment fee, of which $150 thousand was to be deemed an advance

payment by the distributor made on account of future purchases of the Company’s products.

Israel further granted the Distributor an option, exercisable

by the Distributor within 12 months from the date on which the ATM product, including the related software and hardware, was fully

tested and ready for installation and operation, to be appointed as an exclusive distributor of the products for the Federal

Republic of Nigeria.

If the option was exercised, the Distributor was required to pay VCT Israel an appointment fee not

more than $250 thousand.

In November 2018, Chiron reported that it had encountered financial difficulties and as such the Company

will no longer pursue the transactions contemplated by the Chiron Term Sheet.

date, $100 thousand was paid by the Distributor to VCT Israel, which has been recognized as revenues for the year ended

by the distributor to VCT Israel of $250 thousand as an appointment fee, of which $150 thousand was to be deemed an advance payment

by the distributor made on account of future purchases of the Company’s products.

Israel further granted the Distributor an option, exercisable by the Distributor within 12 months from the date on which the ATM

product, including the related software and hardware, was fully tested and ready for installation and operation, to be appointed

as an exclusive distributor of the products for the Federal Republic of Nigeria.

If the option was exercised, the Distributor

was required to pay VCT Israel an appointment fee not more than $250 thousand.

In November 2018, Chiron reported that it had encountered

financial difficulties and as such the Company will no longer pursue the transactions contemplated by the Chiron Term Sheet.

the year 2018, $100 thousand was paid by the Distributor to VCT Israel, which has been recognized as revenues for the year ended

December 31, 2018.

January 27, 2020, VCT Israel was sold to a third party for NIS 50,000 ($14,459).

with Algomizer (the “Recapitalization Transaction”)

February 7, 2019, the Registrant entered into the Share Exchange Agreement with Algomizer, pursuant to which on the Closing Date

Algomizer assigned, transferred and delivered its 99.83% holdings in Viewbix Israel to the Company in exchange for shares of restricted

with Gix (the “Recapitalization Transaction”)

February 7, 2019, the Registrant entered into the Share Exchange Agreement with Gix, pursuant to which on the Closing Date Gix

assigned, transferred and delivered its 99.83% holdings in Viewbix Israel to the Company in exchange for shares of restricted

common stock of the Company, representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis

as of the Closing Date, following the conversion of certain convertible notes of the Company and excluding certain warrants

to purchase shares of the Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted

as of the Closing Date, following the conversion of certain convertible notes of the Company and excluding certain warrants to

purchase shares of the Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted

Share Capital”).

In addition, upon the earlier of:

(a) the launch of a live video product to an American consumer in

the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United

States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the

Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.

(a) the launch of a live video product to an American consumer in the

United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United

States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the Company

representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.

July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of

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on the OTCQB.

the Closing Date, the Company (i) issued 20,281,085 shares

of its Common Stock to Algomizer in exchange for consideration consisting of for its 99.83% holdings

in Viewbix Israel, and (ii) convertible notes representing 3,434,889 shares of Common Stock then currently issued to holders

were converted.

the Closing Date, the Company (i) issued 20,281,085 shares of its Common Stock to Gix in exchange for consideration consisting

of for its 99.83% holdings in Viewbix Israel, and (ii) convertible notes representing 3,434,889 shares of Common Stock then currently

issued to holders were converted.

The shares of common stock were issued under Regulation S.

The Company also issued a total of 7,298,636 warrants

to Algomizer to purchase the Company’s Common Stock, whereby (i) 3,649,318 of such warrants were issued with an

The Company also issued a total of

7,298,636 warrants to Gix to purchase the Company’s Common Stock, whereby (i) 3,649,318 of such warrants were issued with

an exercise price of $0.48, and (ii) 3,649,318 of such warrants were issued with an exercise price of $0.80.

the Closing Date, and as a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the

the Closing Date, and as a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Registrant.

the shareholders of Viewbix Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be

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the Company were replaced with the historical financial statements of Viewbix Israel.

The number of shares of Common Stock

prior to the Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares

of Common Stock received by the accounting acquirer in the Recapitalization Transaction.

The number of shares of Common Stock prior

to the Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares of Common Stock

received by the accounting acquirer in the Recapitalization Transaction.

Israel was incorporated in Israel in February 2006.

Viewbix Israel developed an interactive video platform based

on Software as a Service (“SaaS”) business model with interactive elements, and the ability to collect and analyze

information about each interactive action performed during the viewing of the video clip.

The interactive elements and information

gathered, allowing the advertiser to analyze user viewing habits and optimize real-time throughout the campaign while increasing

the effectiveness of online and live video advertising.

Viewbix Israel developed an interactive video platform based on SaaS business

model with interactive elements, and the ability to collect and analyze information about each interactive action performed during

the viewing of the video clip.

The interactive elements and information gathered, allowing the advertiser to analyze user viewing

habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising.

July 25, 2019, the following changes were made to the Company’s management:

Eyal Ben Ami resigned

from the Company’s board of directors;

Alon Dayan resigned as the Company’s chief executive officer, however

remained a member of the board of directors;

Gadi Levin resigned as the Company’s chief financial officer, and

transitioned to the role of senior accounting consultant;

Eyal Ben Ami resigned from the Company’s

board of directors;

Alon Dayan resigned as the Company’s chief executive officer, however remained a member of

the board of directors;

Gadi Levin resigned as the Company’s chief financial officer, and transitioned to the

role of senior accounting consultant;

Noam Band was appointed to the board of directors;

Jonathan Stefansky was appointed as chief executive officer of the Company and elected as a member of the board of directors;

Amihay Hadad was appointed as chief financial officer of the Company;

Jonathan Stefansky was

appointed as chief executive officer of the Company and elected as a member of the board of directors;

Amihay Hadad was

appointed as chief financial officer of the Company;

and (vii) Mr.

Hillel Scheinfeld was appointed as

chief operating officer of the Company.

Hillel Scheinfeld was appointed as chief operating officer

of the Company.

July 25, 2019, the Company ceased the operations of VCT Israel.

to a Tax Ruling issued by the Israeli Tax Authority, the Registrant ceased the options of VCT Israel on

the Closing Date.

connection with certain cost reduction measures that the Company is currently exploring, on January 1, 2020, Mr.

Jonathan Stefansky

tendered his resignation from the board of directors.

to a Tax Ruling issued by the Israeli Tax Authority, the Registrant ceased the options of VCT Israel on the Closing Date.

connection with certain cost reduction measures that the Company is currently implementing, on January 1, 2020, Mr.

Stefansky tendered his resignation from the board of directors.

On the same date, the Company and Mr.

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understanding that Mr.

Stefansky will step down as the Company’s chief executive officer, which entered into

effect on March 1, 2020.

Stefansky will step down as the Company’s chief executive officer, which entered into effect on March

Similarly, on January 1, 2020, the Company and Mr.

Hillel Scheinfeld reached a similar mutual

understanding and agreed Mr.

Scheinfeld will step down as the Company’s chief operating officer, which also entered

into effect on March 1, 2020.

Hillel Scheinfeld reached a similar mutual understanding and agreed

Scheinfeld will step down as the Company’s chief operating officer, which also entered into effect on March 1, 2020.

January 1, 2020, Mr.

Amihay Hadad, the Company’s current

chief financial officer, was appointed to serve as a member of the board of directors, and on February 20, 2020, Mr.

was appointed to serve as chief executive officer of the Company.

Amihay Hadad, the Company’s current chief financial officer, was appointed to serve as a member of

the board of directors, and on February 20, 2020, Mr.

Hadad was appointed to serve as chief executive officer of the Company.

new compensatory arrangements were entered into in connection with the aforementioned leadership changes.

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for the year ended December 31, 2020 was $96 thousand as compared to $208 thousand for the year end December 31, 2019.

for the decrease in 2019 is due to one of our customers reducing their budget for the use of our product in 2019 as compared to

of revenues for the year ended December 31, 2019 was $2 thousand as compared to $75 thousand for the year end December 31, 2018.

The decrease is due to a change in the company’s business strategy, with the new strategy focused mainly on marketing and

for the decrease during the fiscal year ended December 31, 2020 is due to the Company’s cost-reduction measures implemented

beginning on January 1, 2020.

of revenues for the year ended December 31, 2020 was $5 thousand which is a slight increase to $2 thousand for the year end December

and development costs for the year ended December 31, 2020 was $108 thousand as compared to $233 thousand for the year end December

The reason for the decrease in 2019 is due to the fact that certain expenses in 2019 were incurred and paid for by Algomizer

in accordance with the Share Exchange Agreement.

The reason for the decrease during the fiscal year ended December 31, 2020 is due to the Company’s cost-reduction

measures implemented beginning on January 1, 2020.

and marketing expenses for the year ended December 31, 2020 was $8 thousand as compared to $257 thousand for the year end December

The reason for the increase in 2019 is primarily due to a change in the Company’s business strategy,

with the new strategy focused mainly on marketing and advertising, and the hiring of an additional marketing employee.

The reason for the decrease during the year ended December 31, 2020 is due to the Company’s cost-reduction measures

implemented beginning on January 1, 2020.

and Administration expenses for the year ended December 31, 2020 was $437 thousand as compared to $720 thousand for the year end

December 31, 2019.

The reason for the increase in 2019 is due to and the consolidation of the additional subsidiaries, which incurred

certain general and administrative expenses, following the Recapitalization Transaction and consultants’

and related expenses

related to the Share Exchange Agreement.

The reason for the decrease in 2020 is due to certain cost reduction measures initiated by the Company as

of the beginning of January 2020.

Additionally, during the fiscal year-ended December 31, 2020, the Company

was no longer obligated to pay recapitalization expenses in connection with the Recapitalization Transaction and the Share Exchange

Agreement which were paid by the Company during the fiscal year-ended December 31, 2019.

net financial income was $13 thousand for the year ended December 31, 2020, compared to net financial expenses of $98 thousand

for the year end December 31, 2019.

The reason for the change is due to the US dollar exchange rate difference for the fiscal

year ended December 31, 2020 as compared to the fiscal year end December 31, 2019.

tax on income was $2 thousand for the year ended December 31, 2020, as compared to $15 thousand for the year end December 31,

The reason for the decrease is due to the fact that during the fiscal year ended December 31, 2019 the Company recognized

a one-time tax expense related to prior years.

and Capital Resources

December 31, 2019, we have had current assets of $225 thousand consisting of $89 thousand in cash and cash equivalents and restricted

cash and other receivables and prepaid expenses of $136 thousand.

We had $1,923 thousand in current liabilities consisting of

$246 in accounts payable and accrued liabilities, $66 trade payable, and payable to parent company of $1,611.

December 31, 2018, we have had current assets of $153 thousand consisting of $53 thousand in cash and cash equivalents and restricted

cash and trade receivables $15 and other receivables and prepaid expenses of $85.

We had $833 in current liabilities consisting

of $25 in accounts payable and accrued liabilities, $19 trade payable, and payable to parent company of $789.

had negative working capital of $1,698 thousand and $680 thousand as of December 31, 2019 and December 31, 2018, respectively.

total liabilities as of December 31, 2019 were $1,923 thousand compared to $833 thousand on December 31, 2018.

the year ended December 31, 2019, we had negative cash flow from operations of $135 thousand which was mainly the result of a

net loss of $1,117 thousand, depreciation expense of $1 thousand, offset by decrease in working capital of $981.

the year ended December 31, 2018, we had positive cash flow from operations of $30 thousand which was mainly the result of a net

loss of $575 thousand, depreciation expense of $2 thousand, offset by decrease in working capital of $603 thousand.

the year ended December 31, 2019, we had negative cash flow effect from investing activities of $1 thousand as compared to nil

as during the year ended December 31, 2018, we had no cash flow effect from investing activities

the year ended December 31, 2019, we had positive cash flow from financing activities of $174 thousand which related to the cash

acquired in connection with the reverse recapitalization.

During the same period in 2018, there were no cash flow effects from

financing activities.

of December 31, 2020, we had current assets of $225 thousand consisting of $148 thousand in cash and cash equivalents, $15 thousand

in trade receivables, $20 thousand in other accounts receivables and, $42 thousand in prepaid expenses.

had $2,303 thousand in current liabilities consisting of $177 in other accounts payable and accrued liabilities, $22 trade payable,

and $2,054 payable to our parent company.

of December 31, 2019, we had current assets of $225 thousand consisting of $89 thousand in cash and cash equivalents and restricted

cash, $119 thousand in other receivables and $17 thousand in prepaid expenses.

We had $1,923 thousand in current liabilities,

which consisted of $246 in accounts payable and accrued liabilities and $66 trade payable, and $1,611 payable to our parent company.

had a negative working capital of $2,078 thousand and $1,698 thousand as of December 31, 2020 and December 31, 2019, respectively.

total liabilities as of December 31, 2020 were $2,303 thousand compared to $1,923 thousand as of December 31, 2019.

the fiscal year ended December 31, 2020, we had negative cash flow from operations of $53 thousand which was mainly the result

of a net loss of $443 thousand, depreciation expense of $5 thousand, offset by gains from the sale of a subsidiary and decrease

in working capital of $385 thousand.

the fiscal year ended December 31, 2019, we had negative cash flow from operations of $135 thousand which was mainly the result

of a net loss of $1,117 thousand, depreciation expense of $1 thousand, offset by decrease in working capital of $981.

the fiscal year ended December 31, 2020, we had a positive cash flow effect from investing activities of $13 thousand as compared

to a negative cash flow effect from investing activities of $1 thousand as during the year ended December 31, 2019.

the fiscal year ended December 31, 2020, we had a positive cash flow from financing activities of $99 thousand, which related

to the Loan Agreement and issuance of shares we have made during the fiscal year ended December 2020, compared to a positive cash

flow from financing activities of $174 thousand during the fiscal year ended December 31, 2019, which related to the cash

acquired in connection with the Recapitalization Transaction.

are no limitations in the Company’s Certificate of Incorporation on the Company’s ability to borrow funds or raise

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be required to delay, limit, reduce or terminate the operations of some or all of its business segments.

Company has incurred $1,117 thousand in net losses for the year ended December 31, 2019, has $1,693 shareholders’

as of December 31, 2019 and $721 thousand in total shareholders’

deficit as of December 31, 2018 and $135 in negative cash

flows from operations for the year ended December 31,2019 and $30 thousand positive cash flows from operations for the year ended

December 31, 2018.

Management expects the Company to continue to generate substantial operating losses and to continue to fund

its operations primarily through utilization of its current financial resources and through additional raises of capital.

Company has incurred $443 thousand in net losses for the year ended December 31, 2020, has $2,078 thousand shareholders’

deficit as of December 31, 2020 and $1,693 thousand in total shareholders’

deficit as of December 31, 2019 and $53 thousand

negative cash flows from operations for the year ended December 31, 2020, and $135 thousand negative cash flows from

operations for the year ended December 31, 2019.

Management expects the Company to continue to generate substantial operating

losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional

raises of capital.

conditions raise substantial doubts about the Company’s ability to continue as a going concern.

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S-K promulgated under the Securities Act of 1934.

of December 31, 2019, we did not have any contractual obligations.

Obligations and Commitments

of December 31, 2020, and 2019, we did not have any contractual obligations.

Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements,

which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”).

In connection with the preparation of our financial statements, we are required to make assumptions and estimates

about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related

We base our assumptions, estimates and judgments on historical experience, current trends and other factors that

management believes to be relevant at the time our consolidated financial statements are prepared.

On a regular basis, management

reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly

and in accordance with U.S.

However, because future events and their effects cannot be determined with certainty, actual

results could differ from our assumptions and estimates, and such differences could be material.

As applicable to the consolidated

financial statements included elsewhere in this report, the most significant estimates and assumptions relate to (i) the going

concern assumptions, and (ii) measurement of convertible note.

significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated

Financial Statements included elsewhere in this report.

Our management believes that, as for the financial statements for the

periods included in this report, the going concern assessment is a critical accounting policy.

However, due to the early stage

of operations of the Company, there are no other accounting policies that are considered to be critical accounting policies by

consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S.

The preparation

of our consolidated financial statements and disclosures requires us to make judgments, estimates, and assumptions that affect

the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial

statements as well as the reported revenue and expenses during the reporting periods.

We base our estimates on historical experience,

known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which

form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other

We evaluate our estimates and assumptions on an ongoing basis.

Our actual results may differ from these estimates under

different assumptions and conditions.

significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing

elsewhere in this Annual Report on Form 10-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not required for

smaller reporting companies.

required for smaller reporting companies.

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