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Item 5. Market for Registrant’s Common Equity

2025-03-25 compared with 2024-03-26 · 142 added, 135 removed, 14 unchanged (95% 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 OTCQB, operated by the OTC Markets Group, under the symbol “ZDPY.” Trading in OTCQB stocks

can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities.

may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.

following table reflects the high and low closing price for our common stock for the period indicated.

The bid information was obtained

from the OTC Markets Group, Inc.

and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily

represent actual transactions.

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the OTCQB, operated

by the OTC Markets Group, under the symbol “ZDPY.” Trading in OTCQB stocks can be volatile, sporadic and risky, as thinly

traded stocks tend to move more rapidly in price than more liquid securities.

Such trading may also depress the market price of our common

stock and make it difficult for our stockholders to resell their common stock.

The following table reflects the high and low

closing price for our common stock for the period indicated.

The bid information was obtained from the OTC Markets Group, Inc.

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

Quarter Ended

7 unchanged sentences

March 31, 2023

March 25, 2024, the closing price of our common stock on the OTCQB was $0.50 per share.

On March 21, 2025, the closing price of our common stock on the OTCQB

was $0.36 per share.

Holders of Common Stock

As of March 21, 2025, there were approximately

1,168 beneficial shareholders of our common stock.

The number of record holders does not include beneficial owners of common stock whose

shares are held in the names of banks, brokers, nominees or other fiduciaries.

Recent Sales of Unregistered Securities

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On October 10, 2023, the Company entered into

a Stock Redemption Agreement, whereby the Company purchased 100,000 shares of its common stock from a shareholder for $15,000, or $0.15

per share, which are reflected as treasury stock on the consolidated balance sheet until such time as the shares are cancelled.

the year ended December 31, 2024 the Company purchased an additional 13,687 shares of common stock for $8,010 or $.59 per share.

Securities Authorized for Issuance under Equity Compensation Plans

On August 9, 2016, the Company’s Board

of Directors authorized the 2016 Equity Incentive Plan (the “2016 Plan”) and reserved 10,000,000 shares of common stock for

issuance thereunder.

The 2016 Plan was approved by shareholders on November 21, 2016.

The 2016 Plan’s purpose is to encourage ownership

in the Company by employees, officers, directors and consultants whose long-term service the Company considers essential to its continued

progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success.

2016 Plan authorizes the grant of awards in the form of options intended to qualify as incentive stock options under Section 422 of the

Internal Revenue Code of 1986, as amended, options that do not qualify (non-statutory stock options) and grants of restricted shares

of common stock.

of March 26, 2024, there were approximately 101 record holders of our common stock.

The number of record holders does not include beneficial

owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

Sales of Unregistered Securities

of Equity Securities by the Issuer and Affiliated Purchasers

October 10, 2023, the Company entered into a Stock Redemption Agreement, whereby the Company purchased 100,000 shares of its common stock

from a shareholder for $15,000, or $0.15 per share, which are reflected as treasury stock on the consolidated balance sheet until such

time as the shares are cancelled.

Authorized for Issuance under Equity Compensation Plans

August 9, 2016, our Board of Directors authorized the 2016 Equity Incentive Plan (the “2016 Plan”) and reserved 10,000,000

shares of common stock for issuance thereunder.

The 2016 Plan’s purpose is to encourage ownership in the Company by employees,

officers, directors and consultants whose long-term service the Company considers essential to its continued progress and, thereby, encourage

recipients to act in the stockholders’ interest and share in the Company’s success.

The 2016 Plan authorizes the grant of

awards in the form of options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code (the “Code”),

options that do not qualify (non-statutory stock options) and grants of restricted shares of common stock.

Restricted shares granted

pursuant to the 2016 Plan are amortized to expense over the three-year vesting period.

Options vest and expire over a period not to exceed

If any share of common stock underlying a stock option that has been granted ceases to be subject to a stock option, or

if any shares of common stock that are subject to any other stock-based award granted are forfeited or terminate, such shares shall again

be available for distribution in connection with future grants and awards under the 2016 Plan.

As of December 31, 2022, 1,012,500 stock

option awards have been granted under the 2016 Plan.

On December 31, 2023, 8,987,500 shares are available for future issuance.

Company also continues to maintain its 2014 Equity Compensation Plan (the “2014 Plan”), pursuant to which 1,250,000 previously

awarded stock options are outstanding.

Restricted shares granted pursuant to the 2016 Plan are amortized to expense over the vesting period.

Options vest and

expire over a period not to exceed seven years.

If any share of common stock underlying a stock option that has been granted ceases to

be subject to a stock option, or if any shares of common stock that are subject to any other stock-based award granted are forfeited

or terminate, such shares shall again be available for distribution in connection with future grants and awards under the 2016 Plan.

As of December 31, 2024, 1,117,500 stock option awards are outstanding and 826,250 options are exercisable under the 2016 Plan.

December 31, 2023, 1,012,500 stock option awards are outstanding and 585,000 options are exercisable under the 2016 Plan.

As of December

31, 2024 and 2023, 8,882,500 and 8,987,500 shares, respectively, were available for future issuance.

The Company also continues to maintain its 2014

Equity Compensation Plan (the “2014 Plan”), pursuant to which 1,250,000 previously awarded stock options are outstanding.

The 2014 Plan has been superseded by the 2016 Plan.

Accordingly, no additional shares subject

to the existing 2014 Plan will be issued and the 1,250,000 shares issuable upon exercise of stock options will be issued pursuant to

the 2014 Plan, if exercised.

As of December 31, 2023, options to purchase 1,250,000 shares of common stock are outstanding pursuant to

the 2014 Plan.

OF SECURITIES

Shares and Holders

of March 26, 2024, our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share, of which

12,201,548 were issued and 12,101,548 were outstanding, and 5,000,000 shares of preferred stock, $0.001 par value per share, 2,000,000

of which were issued and outstanding.

of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.

common stock do not have cumulative voting rights.

Holders of the Company’s common stock are entitled to share in all dividends

that our board of directors, in its discretion, declares from legally available funds.

In the event of a liquidation, dissolution or

winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities

and after providing for each class of stock, if any, having preference over the common stock.

The Company’s common stock has no

pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

articles of incorporation, as amended, authorizes our board of directors, subject to any limitations prescribed by law, without further

stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock.

Each class or series

of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions

determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion

rights, preemptive rights and redemption rights.

Except as provided by law or in a preferred stock designation, the holders of preferred

stock will not be entitled to vote at or receive notice of any meeting of stockholders.

certificate of designation for the preferred stock provides that the shares are not convertible into any other class or series of stock.

Holders of preferred shares are entitled to 50 votes for each share held.

Voting rights are not subject to adjustment for splits that

increase or decrease the common shares outstanding.

Upon liquidation, holders of preferred stock will be entitled to receive $1.00 per

share plus redemption provision before assets are distributed to other stockholders.

Holders of preferred shares are entitled to dividends

equal to common share dividends.

Once any shares of preferred stock are outstanding, at least 51% of the total number of shares of preferred

stock outstanding must approve the following transactions:

Accordingly, no additional shares subject to the existing 2014 Plan will be issued

and the 1,250,000 shares issuable upon exercise of stock options will be issued pursuant to the 2014 Plan, if exercised.

As of December

31, 2024, options to purchase 1,250,000 shares of common stock are outstanding and 1,250,000 options are exercisable pursuant to the

As of December 31, 2023, options to purchase 1,250,000 shares of common stock are outstanding and 1,225,000 options are exercisable

pursuant to the 2014 Plan.

DESCRIPTION OF SECURITIES

Outstanding Shares and Holders

As of March 25, 2025, our authorized capital

stock consists of 100,000,000 shares of common stock, $0.001 par value per share, of which 12,201,548 were issued and 12,087,861 were

outstanding, and 5,000,000 shares of preferred stock, $0.001 par value per share, 2,000,000 of which were issued and outstanding.

Holders of the Company’s common stock are

entitled to one vote for each share on all matters submitted to a stockholder vote.

Holders of common stock do not have cumulative voting

Holders of the Company’s common stock are entitled to share in all dividends that our board of directors, in its discretion,

declares from legally available funds.

In the event of a liquidation, dissolution or winding up, each outstanding share entitles its

holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if

any, having preference over the common stock.

The Company’s common stock has no pre-emptive rights, no conversion rights and there

are no redemption provisions applicable to the Company’s common stock.

Preferred Stock

Our articles of incorporation, as amended, authorizes

our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue

from time to time one or more classes or series of preferred stock.

Each class or series of preferred stock will cover the number of

shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors,

which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption

Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at

or receive notice of any meeting of stockholders.

The certificate of designation for the preferred

stock provides that the shares are not convertible into any other class or series of stock.

Holders of preferred shares are entitled

to 50 votes for each share held.

Voting rights are not subject to adjustment for splits that increase or decrease the common shares outstanding.

Upon liquidation, holders of preferred stock will be entitled to receive $1.00 per share plus redemption provision before assets are

distributed to other stockholders.

Holders of preferred shares are entitled to dividends equal to common share dividends.

Once any shares

of preferred stock are outstanding, at least 51% of the total number of shares of preferred stock outstanding must approve the following

transactions:

of the rights, preferences of privileges of the preferred stock,

creation of any new class

of stock having preferences over the preferred stock,

repurchase of any of our

common stock,

merger of consolidation

with any other company, other than one of our wholly owned subsidiaries,

sale, conveyance or other

disposal of, or creation or incurrence of any mortgage, lien, or charge or encumbrance or security interest in or pledge of, or sale

and leaseback of, all or substantially all of our property or business, or

incurrence, assumption

or guarantee of any indebtedness maturing more than 18 months after the date on which it is incurred, assumed or guaranteed by us,

except for operating leases and obligations assumed as part of the purchase price of property.

of a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are

necessary to constitute a quorum at any meeting of stockholders.

A vote by the holders of a majority of our outstanding voting shares

is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

of preferred shares vote along with common stockholders on each matter submitted to a vote of security holders.

As a result of the multiple

votes accorded to holders of the preferred stock, Greg Johnston and Alex McLaren have the ability to control the outcome of all matters

submitted to a vote of stockholders, including the election of directors.

On those matters that require the approval of at least 51%

of the preferred stock, both Mr.

of any new class of stock having preferences over the preferred stock,

of any of our common stock,

of consolidation with any other company, other than one of our wholly owned subsidiaries,

conveyance or other disposal of, or creation or incurrence of any mortgage, lien, or charge or encumbrance or security interest in

or pledge of, or sale and leaseback of, all or substantially all of our property or business, or

assumption or guarantee of any indebtedness maturing more than 18 months after the date on which it is incurred, assumed or guaranteed

by us, except for operating leases and obligations assumed as part of the purchase price of property.

Holders of a majority of the voting power of

our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at

any meeting of stockholders.

A vote by the holders of a majority of our outstanding voting shares is required to effectuate certain fundamental

corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of preferred shares vote along with common

stockholders on each matter submitted to a vote of security holders.

As a result of the multiple votes accorded to holders of the preferred

stock, Greg Johnston and Alex McLaren have the ability to control the outcome of all matters submitted to a vote of stockholders, including

the election of directors.

On those matters that require the approval of at least 51% of the preferred stock, both Mr.

Johnston and Mr.

McLaren must provide their approval inasmuch as each of them owns 50% of the outstanding

McLaren must provide their approval inasmuch as each of them owns 50% of the outstanding preferred stock.

Historically, we have not paid any cash dividends

on our common stock.

It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest cash

flow and earnings, if any, in our business operations.

However, in the future, our board of directors may declare dividends on our common

Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors and will depend on,

among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other

factors that our board of directors may deem relevant.

In addition, the agreements into which we may enter in the future, including indebtedness,

may impose limitations on our ability to pay dividends or make other distributions on our capital stock.

We cannot guarantee that we

will pay dividends to our stockholders in the future.

Holders of preferred shares are entitled to dividends equal to common share dividends.

Anti-Takeover Effects of Certain Provisions

of Our Articles of Incorporation, as Amended, and Our Bylaws

These provisions, summarized below, are expected

to discourage coercive takeover practices and inadequate takeover bids.

These provisions are also designed to encourage persons seeking

to acquire control of us to first negotiate with us.

We believe that the benefits of increased protection and our potential ability to

negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging

these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Preferred Stock.

Historically,

we have not paid any cash dividends on our common stock.

It is our present intention not to pay any cash dividends in the foreseeable

future, but rather to reinvest cash flow and earnings, if any, in our business operations.

However, in the future, our board of directors

may declare dividends on our common stock.

Payment of future dividends on our common stock, if any, will be at the discretion of our

board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition,

contractual restrictions and other factors that our board of directors may deem relevant.

In addition, the agreements into which we may

enter in the future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our

capital stock.

We cannot guarantee that we will pay dividends to our stockholders in the future.

Holders of preferred shares are entitled

to dividends equal to common share dividends.

Anti-Takeover

Effects of Certain Provisions of Our Articles of Incorporation, as Amended, and Our Bylaws

provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids.

These provisions are

also designed to encourage persons seeking to acquire control of us to first negotiate with us.

We believe that the benefits of increased

protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure

us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result

in an improvement of their terms.

Our articles of incorporation, as amended, authorize our board of directors to issue from time to time any series of preferred

stock and fix the voting powers, designation, powers, preferences and rights of the shares of such series of preferred stock.

of Special Meetings of Stockholders.

Our bylaws provide that special meetings of the stockholders may be called only by the chairman

of the board or the chief executive officer, and shall be called by the chairman of the board or the secretary (i) when so directed by

the board, or (ii) at the written request of stockholders owning shares representing at least 25% of voting power in the election of

Notice Requirements for Stockholder Proposals and Director Nominations.

Our bylaws establish an advance notice procedure for stockholder

proposals to be brought before a meeting of our stockholders, including proposed nominations of persons for election to the board of

of Directors;

Our bylaws provide that a director may be removed from office by stockholders for cause, or without cause

by a majority vote of the stockholders.

A vacancy on the board of directors may be filled only by a majority of the directors then in

Our articles of incorporation,

as amended, authorize our board of directors to issue from time to time any series of preferred stock and fix the voting powers, designation,

powers, preferences and rights of the shares of such series of preferred stock.

Calling of Special Meetings of Stockholders.

Our bylaws provide that special meetings of the stockholders may be called only by the chairman of the board or the chief executive

officer, and shall be called by the chairman of the board or the secretary (i) when so directed by the board, or (ii) at the written

request of stockholders owning shares representing at least 25% of voting power in the election of directors.

Advance Notice Requirements for Stockholder

Proposals and Director Nominations.

Our bylaws establish an advance notice procedure for stockholder proposals to be brought before

a meeting of our stockholders, including proposed nominations of persons for election to the board of directors.

Removal of Directors;

provide that a director may be removed from office by stockholders for cause, or without cause by a majority vote of the stockholders.

A vacancy on the board of directors may be filled only by a majority of the directors then in office.

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