What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-04-13 compared with 2020-05-14 · 224 added, 167 removed, 28 unchanged (93% of the section changed)

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

common stock is quoted on the OTC Markets (“OTCQB”) under the symbol “FNHI.”

table below sets forth the high and low closing prices of the Company’s Common Stock during the years indicated.

The quotations

reflect inter-dealer prices without retail mark-up, markdown or commission and may not reflect actual transactions.

closing sales price of the Company’s common stock as reported on May 14, 2020 was $0.10 per share.

of May 14, 2020, there were approximately 120 record holders of our common stock and there are 47,037,772 shares of our

common stock outstanding.

Transfer Agent

stock transfer agent for our securities is Corporate Stock Transfer of Denver, Colorado.

Their address is 3200 Cherry Creek Drive

South, Suite 430, Denver, Colorado 80209.

common stock is quoted on the OTCQB under the symbol “

table below sets forth the high and low closing prices of our common stock during the two most recent fiscal years.

The quotations reflect

inter-dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

closing price of our common stock as reported on April 13, 2021 was $0.30 per share.

of April 13, 2021, we had approximately 232 holders of record of our common stock and we had 163,074,698 shares of common

stock outstanding.

transfer agent is EQ by Equiniti located at is 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.

Their phone number is

(303) 282-4800.

have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable

4 unchanged sentences

of stock awards:

(i) incentive stock options, (ii) non-statutory stock options, (iii) stock appreciation rights, (iv) restricted

stock awards, (v) restricted stock unit awards and (vi) other stock awards.

The Plan is intended to help the Company secure and

retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success

of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the

Common Stock.

The Board will administer the Plan.

(i) incentive stock options, (ii) non-statutory stock options, (iii) stock appreciation rights, (iv) restricted stock

awards, (v) restricted stock unit awards and (vi) other stock awards.

The Plan is intended to help the Company secure and retain the

services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and

any affiliate and provide a means by which the eligible recipients may benefit from increases in value of the common stock.

administers the Plan.

Up to 100,000,000 shares may be issued under the Plan.

No other stock options

or similar instruments have been granted to any of our officers or directors pursuant to the Plan.

Page 14 of 40

No other stock options or similar instruments have been

granted to any of our officers or directors pursuant to the Plan.

Sales of Equity Securities

the year ended December 31, 2019, the Company completed one unregistered sales of equity securities, all pursuant to Rule 506(b)

of Regulation D.

The company raised $30,000 in exchange for 250,000 post consolidation common shares of the company.

This consisted

of the following investments:

Purchases of Equity Securities

were no repurchases of shares of the Company’s common stock during the year ended December 31, 2019.

the nine-months ended September 30, 2020 the Company issued 2,413,022 shares of common stock at $0.07 per share for $168,910 for consulting

the nine-months ended September 30, 2020, the Company issued 2,520,434 shares of common stock pursuant to the conversion of the convertible

promissory note with a value of $226,839.

the nine-months ended September 30, 2020, the Company entered into a share subscription agreement with a consultant of the Company for

4,000,000 shares of common stock valued at $250,000.

the nine-months ended September 30, 2020 the Company issued 1,333,333 and 240,000 shares of common stock at $0.09 and $0.07 per share

for $120,000 and $16,800, respectively, for prepaid advertising services.

the nine-months ended September 30, 2020 the Company entered into a share subscription agreement with a consultant of the Company for

4,000,000 shares of common stock valued at $125,000 for prepaid consulting services.

As of September 30, 2020, the Company issued 2,150,000

shares with a value of $67,188.

the nine-months ended September 30, 2020, the Company issued a consultant 5,686,978 shares of common stock of subscription payable with

a value of $648,147.

the nine-months ended September 30, 2020, the Company issued 458,834 shares of common stock pursuant to a subscription payable with a

value of $55,000.

the nine-months ended September 30, 2020, the Company issued 450,000 shares in connection with the issuance of convertible promissory

note at $0.27 per share.

the nine-months ended September 30, 2020, the Company entered into a settlement to fulfill a debt purchase agreement entered in 2017

for 4,100,000 shares valued at $856,080.

As of September 30, 2020, the Company has issued 4,100,000 shares.

the nine-months ended September 30, 2020, Steven Rossi (the Company’s CEO) was issued 1,000 Series A Preferred Shares at $0.09

The Series A Preferred Shares are entitled to 51% of the voting power of the Corporation.

October 7, 2020, the Company issued 2,900,000 shares of common stock for $145,000.

October 7, 2020, the Company issued 2,291,667 shares of common stock for $275,000.

the year ended December 31, 2020, the Company completed two unregistered sales of equity securities, all pursuant to Section 4(a)(2)

and Rule 506(b) of Regulation D under the Securities Act.

The Company raised an aggregate of $250,000 in exchange for 4,000,000 shares

of shares of common stock.

shares of common stock described above were not registered under the Securities Act of 1933 and are restricted securities.

relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with the issuance of these shares.

The persons who acquired these shares were sophisticated investors and were provided full information regarding the Company’s business

and operations.

There was no general solicitation in connection with the offer or sale of these securities.

The persons who acquired

these shares acquired them for their own accounts.

The certificates representing these shares will bear a restricted legend providing

that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.

No commission was

paid to any person in connection with the issuance of these shares.

Selected Financial Data

a “smaller reporting company,”

as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information

in this Item.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements

of FNHI for the years ended December 31, 2019 and 2018, and the notes thereto.

Additional information relating to FNHI is available

at www.franchiseholdingsinternational.com

Harbor for Forward-Looking Statements

statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate,

believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to FNHI or its management.

forward-looking statements are not facts, promises, or guarantees;

rather, they reflect current expectations regarding future

results or events.

These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities,

performance, or events to differ materially from current expectations.

These include risks related to revenue growth, operating

results, industry, products, and litigation, as well as the matters discussed in FNHI’s MD&A under Risk Factors .

Readers should not place undue reliance on any such forward-looking statements.

FNHI disclaims any obligation to publicly update

or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances

on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth

in the forward-looking statements.

following discussion of our financial condition and results of operations should be read in conjunction with our financial statements

and the related notes included in this report.

Note Regarding Forward-Looking Statements

following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject

to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations

to differ materially from those that may be anticipated by such forward-looking statements.

Factors that may affect such forward-looking

statements include, without limitation, our ability to successfully develop new products and services for new markets;

the impact of

competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain

applications;

delays our introduction of new products or services;

and our failure to keep pace with our competitors.

When used in this

discussion, words such as “believes,”

“anticipates,”

“expects,”

“intends”

expressions are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently

Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with

the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.

of Operations

the year ended December 31, 2019, revenue from the entire line of Worksport products were $1,926,405, as compared to $481,521

for the year ended, December 31, 2018.

The year over year sales increased by approximately 300% as the Company acquired more share

of sales of existing customers and increased availability of the Company to fill orders product orders in the USA and Canada.

the year ended December 31, 2019 revenue generated in Canada was $65,842 compared to $65,190 for the same period in 2018 a increase

For the year ended December 31, 2019 revenue generated in the United States was $1,860,563 compared to $416,331 for the

same period in 2018.

This represents an increase in US- source revenue of approximately 347% year-over-year.

This increase in

the US is primarily attributable the Company’s ability and success to re-enter the US market as of mid-2018, after the allowance

of use of the Worksport trademark.

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from online retailers of the Worksport products increased from $151,285 in 2018 to $174,793 in 2019, an increase of 16%.

retailers accounted for 8% of total revenue for the year ended December 31, 2019 compared to 32% for the year ended December 31,

Distributor sales stayed consistent for the year ended December 31, 2019 and 2018 with $64,610 and $64,164 respectively.

Private label sales in 2018 were $265,969 and accounted for 56% of total sales.

For the year ended December 31, 2019 private label

sales were $1,912,401 an increase of 619% or $1,646,432.

Worksport expects to continue to grow it’s fields of business as

it develops unique and non-competing products to offer to other prospective clients in the US and Canadian markets.

Worksport works closely with one distributor in Canada, along with its own contracted distribution and inventory facility in Breinigsville,

PA and Depew, NY.

This does not include multiple independent online retailers.

Worksport currently supports a total of 9 dealers and distributors, Worksport will return to a focus on online sales with new

inventory being received in the US market for 2020.

Worksport continues to believe the trend of increasing sales through online

retailers will continue to outpace the traditional distribution business model.

Moreover, reputable online retailer’s customers

tend to provide larger sales volumes, greater margin of profit as well as greater protection against price erosion.

of sales increased by 339% from $384,908 for the year ended December 31, 2018 to $1,687,858 for the year ended December

This increase correlates to the increase in sales for the year ended December 31, 2019.

Our cost of sales, as a percentage

of sales, was approximately 88% and 80% for the years ended December 31, 2019 and 2018, respectively.

The decrease in percentage

of sales resulted in a gross margin decrease from 20% for the years ended December 31, 2018 to 12% for the year ended December

This decrease in gross margin is related to the fluctuation in foreign exchange rates used to translate Canadian Dollar

sales into United States Dollars for purposes of financial reporting as well as the increased cost for cost of goods sold and

cost associated with warehousing inventory, to fulfil just in time sales, in the US market.

cost of sales, shipping and freight costs accounted for 3% of cost of sales during the year ended December 31, 2019, whereas in

2018, it accounted for 31% of cost of sales.

This decrease is primarily attributed to an increase in volume of sales to a single

customer, decreasing shipping and freight cost.

the year ended December 31, 2020, total revenues were $346,144, compared to $1,926,405 for

the year ended December 31, 2019.

Total revenues decreased by approximately 82% due to the COVID-19 pandemic and the loss of a significant

customer during the year ended December 31, 2020.

a result of the COVID-19 pandemic, factory output decreased, shipping costs increased and the ability to distribute products to dealers,

wholesalers and retailers was constrained due to labor shortages.

the year ended December 31, 2020 total revenues generated in Canada decreased 56% from $65,842 USD to $28,917 USD for the same period

For the year ended December 31, 2020, total revenue generated in the United States decreased 83% from $1,860,563 USD to $317,227

for the same period in 2019.

the year ended December 31, 2020, online revenues of increased from $174,793 in 2019 to

$337,053, an increase of 93%.

Online revenue accounted for 90% of total revenue for the year ended December 31, 2020 compared to 8% for

the year ended December 31, 2019.

the year ended December 31, 2020, revenues based on distributors decreased from $64,610 in 2019

the year ended December 31, 2020, private label revenues

decreased from $1,912,40 to $0.

currently works with a total of nine dealers and distributors, however, given current market conditions Worksport plans to focus on online

sales during 2021.

Management believes that increasing sales through online retailers will continue to outpace the traditional distribution

business model during 2021.

Management further believes that online retailer’s customers tend to provide larger sales volumes,

greater profit margins and greater protection against price erosion.

the year ended December 31, 2020 total cost of sales decreased by 82% from $1,687,857 to $298,996 for the year ended December 31, 2019.

The decrease in cost of sales directly relates to the decrease in revenues generated.

of sales, as a percentage of sales, was approximately 82% and 88% for the years ended December 31, 2020 and 2019, respectively.

in percentage of sales resulted in a gross margin increase from 12% for the years ended December 31, 2019 to 14% for the year ended December

This increase in gross margin is related to the fluctuation in foreign exchange rates between the Canadian Dollar and the United

States dollars for purposes of financial reporting as well as the decrease in the overall cost of goods sold, especially associated with

warehousing and fulfillment.

and freight costs accounted for 28% of total cost of sales during the year ended December 31, 2020, compared to 3% in 2019.

This increase

is primarily attributed to an increase in international shipping expense.

provides its distributors and online retailers an “all-in”

wholesale price.

This includes any import duty charges,

taxes and shipping charges.

This includes any import duty charges, taxes

and shipping charges.

Discounts are applied if the distributor or retailer chooses to use their own shipping process.

exceptions apply on rare occasions where product is shipped outside the contiguous United Sates or from the United States to Canada.

Volume discounts are also offered to certain higher volume customers.

Certain exceptions

apply on rare occasions where product is shipped outside the contiguous United Sates or from the United States to Canada.

Volume discounts

are also offered to certain higher volume customers.

Worksport also offers a “dock price”

or “pickup

program”;

where clients are able to pick up product directly from one of Worksport stocking warehouses

and administrative expenses was constant for the year ended December 31, 2019 and 2018.

For the year ended December 31, 2019 general

and administrative expenses were $238,841 similar to $268,707 for the year ended December 31, 2018.

General and administrative

expenses consisted of the following changes:

wages decreased from $113,121 for the year ended December 31, 2018 to $72,081 for the year ended December 31, 2019.

relations decreased by $46,479 or 94% from $49,479 to $3,000 for the year ended December 31, 2019.

decreased by $9,346 or 49% from $19,070 to $9,724 for the year ended December 31, 2019.

expenses was $23,922 for December 31, 2018 increasing by $103,474 to $127,396 for the year ended December 31, 2019.

was due to the adoption of ASC 842 Lease Accounting, amortization of property and equipment, repairs and maintenance, and

general supplies and expenses.

and freight charges decreased by 58% or $36,475 to $26,641 for the year ended December 31, 2019.

The decrease was due to less

shipping cost as a result of increase in logistics and bulk shipping.

fees which include accounting, legal fees, consulting fees, and listing and filing fees, decreased from $864,160 for the year

ended December 31, 2018 to $570,852 for the year ended December 31, 2019 –

a decrease of 34%.

Accounting and audit fees

increased by 69% from $102,413 to $173,433.

Consulting fees decreased by 69% or $415,119 to $189,881 due to the Company completing

previous consulting contracts in early 2019.

Legal fees increased by $39,537 from $84,836 to $124,373 for the year ended December

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or “pickup program,”

where certain distributors or retailers are able to pick up product directly from one of Worksport’s stocking warehouses.

the year ended December 31, 2020 general and administrative expenses were $201,929 compared to $238,841 for the year ended December 31,

changes in general and administrative expenses consisted of the following:

decreased from $72,081 for the year ended December 31, 2019 compared to $66,182 for the year ended December 31, 2020.

expenses decreased from $127,396 for the year ended December 31, 2019 compared to $108,197 for the year ended December 31, 2020.

The decrease was due to a decrease in the Company’s operations as a result of COVID-19.

and freight charges decreased by 35% or $9,312 to $17,329 for the year ended December 31, 2020 compared to $26,641 year ended December

The decrease was a result of decreased Company operations due to COVID-19 resulting in decrease shipping cost being incurred.

fees which include accounting, legal fees, consulting fees, and listing and filing fees, increased from $515,279 for the year ended

December 31, 2019 to $679,654 for the year ended December 31, 2020–an increase of 32%.

Accounting and audit fees decreased

by 33% from $173,434 in 2019 to $115,957in 2020.

Consulting fees increased by 194% or from $260,556 in 2019 to $394,864 2020.

fees decreased from $124,373 in 2019 to $104,648 in 2020.

Income and Expenses

the year ended December 31, 2019, the Company reached a legal settlement agreement (the “unwinding”) with an individual

the year ended December 31, 2020 a convertible promissory note was converted into 2,520,434 shares of common stock at $0.09 per share

for $226,839.

The original value of the convertible promissory note converted was $182,565 as a result of the conversion the Company

recognized a loss of $44,274 on settlement of debt.

the year ended December 31, 2020, the Company reached a legal settlement agreement with an investor.

In accordance with the settlement

agreement, 4,166,667 post-stock split (25,000,000 pre-stock split), reserved shares were released and returned to the Company.

This transaction

resulted in a gain on debt settlement of $229,142.

the year ended December 31, 2019, the Company reached a legal settlement agreement (the “unwinding”

) with an individual

investor to dissolve the Debt Settlement and Mutual Release Agreement entered into on January 12, 2018.

In accordance to the settlement

In accordance with the settlement

agreement, 19,055,551 pre-stock split, reserved shares were released and returned to the Company.

In addition, 5,944,449 pre-stock

split (990,742 post stock split) shares already issued were returned to the Company’s treasury, and cancelled, reducing

the companies issued and outstanding shares accordingly.

In addition, 5,944,449 pre-stock split

(990,742 post-stock split) shares already issued were returned to the Company’s treasury, and cancelled, reducing the companies

issued and outstanding shares accordingly.

This transaction resulted in a gain on debt settlement of $250,778.

company closed the unwinding in August 2019.

the year ended December 31, 2018, there was a settlement of payables which resulted in a loss of $495,944 and the issuance of

share subscriptions with a fair market value of $650,000.

loss for the year ended December 31, 2019 was $414,607 compared to a net loss of $1,763,038 for the year ended December 31, 2018

which is a of 76% decrease in net loss when compared year over year.

This decrease was a result of the following:

The Company closed the

unwinding in August 2019.

loss for the year ended December 31, 2020 was $1,187,620 compared to a net loss of $359,034 for the year ended December 31, 2019 which

is a of 231% increase in net loss when compared year over year.

The increase in net loss was a result of the following:

in operating expenses from $776,398 for 2019 to $1,033,387 for 2020.

A decrease of $475,768 or 36%.

in gross profit from $96,614 for 2018 to $238,547 for 2019.

An increase of $256,989 or 33%.

gain on settlement of debt as discussed above.

in gross profit from $238,548 for 2019 to $47,148 for 2020.

A decrease of $191,400 or 80%.

and Capital Resources

Flow Activities

decreased from $25,323 at December 31, 2018 to $11,993 at December 31, 2019, an decrease of $13,330 or 53%.

The decrease was primarily

due to the ongoing trade dispute between the United States of America and the People’s Republic of China.

fiscal 2019 and 2018, aside from working capital we funded operations through, the issuance of common stock, share subscriptions

receivable and the interest bearing loans.

Proceeds from financing activities totaled $117,842.

Our stock issuances and

notes payable contain features that may be dilutive to our shareholders.

December 31, 2020, we had $1,107,812 in cash and cash equivalents.

The Company has generated only limited revenues and has relied primarily

upon capital generated from public and private offerings of its securities

the Company’s acquisition of Worksport in fiscal 2014, it has never generated a profit.

Company had an accumulated deficit of $12,866,033 as of December 31, 2020.

During the year ended December 31, 2020, the Company

completed a Reg-A offering in which $1,107,812 was raised.

the year ended December 31, 2020, the Company completed two private offerings of equity securities, pursuant to Section 4(a)(2) and Rule

506(b) of Regulation D under the Securities Act in which an aggregate of $250,000 was raised.

increased from $11,993 at December 31, 2019 to $1,107,812 at December 31, 2020, an increase of $1,095,818 or 9,137%.

The increase in

cash was primarily due to funds raised from the Company’s public Reg-A offering.

of December 31, 2020, the Company had cash and cash equivalents of $1,107,812 and a working capital deficiency of $33,289.

used by operating activities for the year ended December 31, 2020 was $726,304, compared to cash used in operations for the year

ended December 31, 2019 of $2,157.

The primary difference was due to the Company’s Net Loss as a result of operating expenses

and interest expense.

cash used in investing activities for the year ended December 31, 2020 was $16,727 compared to $124,048 during the same period in 2019.

The decrease in investing activities was primarily attributable to a significant decrease in the purchase of property and equipment.

cash provided by financing activities was $1,838,850 for the year ended December 31, 2020 compared to $117,841 for the year ended December

The increase in net cash provided by financing activities was primarily due to the Company’s Reg-A offering and private

January and February 2021, in connection with the Company’s Reg-A public offering, the Company raised approximately $3,000,000

in additional capital.

February 2021, approximately 12,000,000 warrants were exercised at $0.20 per warrant for an approximate value of $2,400,000.

to year ended December 31, 2020, the Company raised approximately $900,000 in connection with a private offering of its common stock.

2021, the Company intends to introduce several new tonneau covers as well as the TerraVis system.

The Company anticipates that the introduction

of these new products will improve the Company’s financial position.

on the Company’s future operating plans, existing cash of $1,107,812, additional funds of approximately $6,300,000 raised subsequent

to the year ended December 31, 2020;

management believes that the Company has sufficient funds to meet its contractual obligations and

working capital requirements for the next 12 months and the foreseeable future.

Sheet Arrangements

have no off-balance sheet arrangements with any party.

Company does not have any off-balance sheet arrangements with any party.

recent outbreak of the novel coronavirus, specifically identified as “COVID-19,”

has resulted in governments worldwide

enacting emergency measures to combat the spread of the virus.

These measures, which include the implementation of travel bans, self-imposed

quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown.

equity markets have experienced significant volatility and weakness.

Governments and central banks have reacted with significant monetary

and fiscal interventions designed to stabilize economic conditions.

The duration and impact of the COVID-19 outbreak is unknown at this

time, as is the efficacy of the government and central bank interventions.

Additionally,

while the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact

of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our

short-term and long-term liquidity.

The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change.

yet know the full extent of potential delays or impacts on our business, financing or mining production activities or the ore and mining

industry or the global economy as a whole.

However, these effects could have a material impact on our liquidity, capital resources, operations

and business and those of the third parties on which we rely.

The management and Board of the Company is constantly monitoring this situation

to minimize potential losses.

Accounting Policies

discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements,

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

The preparation

of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,

liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

We evaluate our estimates on

an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible

assets and contingencies and litigation.

We base our estimates on historical experience and on various other assumptions that

are believed 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 sources.

Actual results may differ from these estimates

under different assumptions or conditions.

discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which

have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation of these

consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,

revenues and expenses, and related disclosure of contingent assets and liabilities.

We evaluate our estimates on an ongoing basis, including

those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and

We base our estimates on historical experience and on various other assumptions that are believed 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 sources.

Actual results may differ from these estimates under different assumptions or conditions.

accounting policies that we follow are set forth in Note 3 to our financial statements as included in this annual report.

accounting policies conform to accounting principles generally accepted in the United States, and have been consistently applied

in the preparation of the financial statements.

These accounting

policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation

of the financial statements.

Quantitative and Qualitative Disclosures About Market Risk.

a “smaller reporting company,”

as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information

in this Item.

Page 17 of 40

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