What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-03-31 compared with 2021-09-27 · 53 added, 98 removed, 232 unchanged (39% of the section changed)

41 unchanged sentences

are unable to develop and market new offerings or fail to predict or respond to emerging trends, our revenue and any profitability will

success will depend on our management team’s implementation of their new business plan and the success of the initial key renewal energy

success will depend on our management team’s implementation of their new business plan and the success of the initial key renewal

energy projects.

The volatility of natural resources may also affect the viability of projects.

We depend on key management, product management, technical

and marketing personnel for continued success.

Our success and future growth depend, to a significant

degree, on the skills and continued services of our management team, including Andrew Boutsikakis, our President and Chief Executive Officer,

and Pat Avery, our Chief Operating Officer.

Our ongoing success also depends on our ability to identify, hire and retain skilled and qualified

technical and marketing personnel in a highly competitive employment market.

As we develop and acquire new products and services, we will

need to hire additional employees.

Our inability to attract and retain well-qualified managerial, technical and sales and marketing personnel

may have a negative effect on our business, operating results and financial condition.

We may be required to seek additional funding, and such funding

and marketing personnel for success.

Our success and future growth depend, to a

significant degree, on the skills and continued services of our management team, including Andrew Boutsikakis, our President and

Chief Executive Officer, and Pat Avery, our Chief Operating Officer.

Our success also depends on our ability to identify, hire and

retain skilled and qualified technical and marketing personnel in a highly competitive employment market.

As we develop and acquire

new projects and services, we will need to hire additional employees.

Our inability to attract and retain well-qualified managerial,

and technical personnel may have a negative effect on our business, operating results and financial

We will be required additional funding, and such funding

may not be available on acceptable terms or at all.

We may seek additional funding, however due to

We will seek additional funding, however due to

a number of factors beyond our expectations or control, including a shortfall in revenue, increased expenses, a need for working capital

8 unchanged sentences

reduce our services, defer or cancel expansion or acquisition plans or cease operations in certain jurisdictions or completely.

The termination, non-renewal or renegotiation

on materially adverse terms of our contracts or relationships with one or more of our significant host locations, product suppliers and

partners could seriously harm our business, financial condition and results of operations.

The success of our business depends in large part

on our ability to maintain contractual relationships with our host locations in profitable locations.

Our typical host location agreement

ranges from one to three years and automatically renews until we or the host retailer gives notice of termination.

Certain contract provisions

with our host locations vary, including product and service offerings, the commission fees we are committed to pay each host location,

and the ability to cancel the contract upon notice after a certain period of time.

We strive to provide direct and indirect benefits to

our host locations that are superior to, or competitive with, other providers or systems or alternative uses of the floor space that our

kiosks occupy.

If we are unable to provide our host retailers with adequate benefits, we may be unable to maintain or renew our contractual

relationships on acceptable terms, causing our business, financial condition and results of operations to suffer.

If we cannot execute on our renewable energy strategy.

7 unchanged sentences

We may use our financial resources and

managements’

time and focus to invest in other companies’

offerings in the renewable energy sector, or we may seek to grow businesses

managements’ time and focus to invest in other companies’ offerings in the renewable energy sector, or we may seek to grow

businesses organically.

We may enter into joint ventures through which we may expand our offerings.

9 unchanged sentences

to defend, settle or otherwise finalize lawsuits, regulatory actions, investigations, arbitrations, mediations or other legal proceedings

may be significant and such proceedings may divert management’s time.

In addition, there may be adverse publicity associated with

5 unchanged sentences

Our business is subject to federal, state, local

and foreign laws and government regulation, including those relating to copyright law, federal and state laws around rare earths and the

and foreign laws and government regulation, including those relating to federal and state laws around rare earths and the

renewable energy sector, The application of existing laws and regulations, changes in laws or enactment of new laws and regulations, that

apply, or may in the future apply, to our current or future products or services, changes in governmental authorities’

interpretation

apply, or may in the future apply, to our current or future products or services, changes in governmental authorities’ interpretation

of the application of various government regulations to our business, or the failure or inability to gain and retain required permits

57 unchanged sentences

due to the potential conversion of the Notes could adversely affect prevailing market prices of our common stock.

Competitive pressures could seriously harm

our business, financial condition and results of operations.

The nature and extent of consolidations and bankruptcies,

which often occur during or as a result of economic downturns, in markets where we install our kiosks, particularly the supermarket and

other retailing industries, could adversely affect our operations, including our competitive position, as the number of installations

and potential retail users of our kiosks could be significantly reduced.

See the risk factor below entitled, “Events outside of

our control, including the current economic environment, has negatively affected, and could continue to negatively affect, consumers’

use of our products and services.”

Our business can be adversely affected by severe

2 unchanged sentences

A catastrophic

event that results in the destruction or disruption of any of our critical business or information technology systems could harm our ability

to conduct normal business operations and our operating results.

While we have taken steps to protect the security of critical business

processes and systems and have established certain back-up systems and disaster recovery procedures, any disruptions, whether due to inadequate

back-up or disaster recovery planning, failures of information technology systems, interruptions in the communications network, or other

factors, could seriously harm our business, financial condition and results of operations.

In addition, our operational and financial performance

is a direct reflection of consumer use of and the ability to operate and service our kiosks used in our business.

Severe weather, natural

disasters and other events beyond our control can, for extended periods of time, significantly reduce consumer use of our products and

services as well as interrupt the ability of our employees and third-party providers to operate and service our kiosks.

Our failure to meet consumer expectations with

respect to pricing our products and services may adversely affect our business and results of operations.

Demand for our products and services may be sensitive

to pricing changes.

We evaluate and update our pricing strategies from time to time and changes we institute may have a significant impact

on, among other things, our revenue and net income (loss).

event that results in the destruction or disruption of any of our critical business or information technology systems could harm our

ability to conduct normal business operations and our operating results.

While we have taken steps to protect the security of critical

business processes and systems and have established certain back-up systems and disaster recovery procedures, any disruptions, whether

due to inadequate back-up or disaster recovery planning, failures of information technology systems, interruptions in the communications

network, or other factors, could seriously harm our business, financial condition and results of operations.

Risks Related to our Securities

5 unchanged sentences

trading volume of our shares;

● number of securities analysts, market-makers and brokers

following our common stock;

● changes in, or failure to achieve, financial estimates by

securities analysts;

● new products or services introduced or announced by us or

our competitors;

number of securities analysts, market-makers and brokers following our common stock;

changes in, or failure to achieve, financial estimates by securities analysts;

new products or services introduced or announced by us or our competitors;

actual or anticipated variations in quarterly operating results;

conditions or trends in our business industries;

● announcements by us of significant contracts, acquisitions,

strategic partnerships, joint ventures or capital commitments;

announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

additions or departures of key personnel;

sales of our common stock;

● general stock market price and volume fluctuations of publicly-traded,

and particularly microcap, companies.

general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies.

The stock markets often experience significant

4 unchanged sentences

In addition, securities class action litigation has often been initiated following periods

of volatility in the market price of a company’s securities.

A securities class action suit against us could result in substantial

legal fees, potential liabilities and the diversion of management’s attention and resources from our business.

Moreover, our shares

2 unchanged sentences

volatile and subject to manipulation by market-makers, short-sellers and option traders.

Our common stock may be considered “penny

stock”, further reducing its liquidity.

Our common stock may be considered “penny

stock”, which will further reduce the liquidity of our common stock.

Our common stock may be considered “penny

stock”, further reducing its liquidity.

Our common stock may be considered “penny

stock”, which will further reduce the liquidity of our common stock.

Our common stock is likely to fall under the definition of

“penny stock,”

trading in the common stock is limited because broker-dealers are required to provide their customers with

“penny stock,” trading in the common stock is limited because broker-dealers are required to provide their customers with

disclosure documents prior to allowing them to participate in transactions involving the common stock.

2 unchanged sentences

stock, thereby further reducing the liquidity of our common stock.

“Penny stocks”

are equity securities

“Penny stocks” are equity securities

with a market price below $5.00 per share other than a security that is registered on a national exchange, included for quotation on the

4 unchanged sentences

their customers a series of disclosures and documents including:

● A standardized risk disclosure document identifying the risks

inherent in investment in penny stocks;

● All compensation received by the broker-dealer in connection

with the transaction;

A standardized risk disclosure document identifying the risks inherent in investment in penny stocks;

All compensation received by the broker-dealer in connection with the transaction;

Current quotation prices and other relevant market data;

18 unchanged sentences

and effective internal controls and disclosure controls and procedures, our ability to produce accurate and timely financial statements

and public reports could be impaired, which could adversely affect our operating results, our ability to operate our business and investors’

Section 404 of the Sarbanes-Oxley Act of 2002

requires the Company to evaluate the effectiveness of its internal control over financial reporting as of the end of each year, and to

include a management report assessing the effectiveness of the Company’s internal control over financial reporting in each Annual

Report on Form 10-K.

7 unchanged sentences

Due to the material weaknesses in internal control over financial reporting and disclosure controls and procedures,

there may be errors in the Company’s consolidated financial statements and in the accompanying footnote disclosures that could require

restatements.

3 unchanged sentences

A control system, no matter how well designed and operated, can provide only

reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must

7 unchanged sentences

stock available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.

Our Certificate of Incorporation authorizes the

issuance of up to 600,000,000 shares of our common stock and up to 10,000,000 shares of preferred stock.

The common stock and the preferred

stock can be issued by the Board of Directors, without stockholder approval.

As of September 24, 2021, there were 226,604,039 shares

of our common stock outstanding.

Further, as of September 24, 2021, there were convertible notes outstanding that can be converted into

approximately 113 million shares of our common stock.

Our Certificate of Incorporation authorizes the issuance

of up to 600,000,000 shares of our common stock and up to 10,000,000 shares of preferred stock.

The common stock and the preferred stock

can be issued by the Board of Directors, without stockholder approval.

As of March 29, 2022, there were 385,568,143 shares of our common

stock outstanding.

Further, as of March 29, 2022, there were convertible notes outstanding that can be converted into approximately 114

million shares of our common stock.

ITEM 1B - UNRESOLVED STAFF COMMENTS

ITEM 2 - PROPERTIES

The Company’s mailing address is 3275 S.

The Company’s address is 3275 S.

Jones Blvd, Suite 104, Las Vegas, NV 89146.

5 unchanged sentences

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 1A. Risk Factors