What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-10 compared with 2025-03-14 · 319 added, 298 removed, 757 unchanged (45% of the section changed)

20 unchanged sentences

plan, that current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our

obligations as they come due for at least one year from the financial statement issuance date.

additional funds from new financing and/or future equity raises are required for continued operations and to execute our business plan

and our strategy of acquiring additional businesses.

The funds required to execute our business plan will depend on the size, capital

structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction.

The amount of

funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller of that business

is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries.

Given these factors, we believe that

the amount of outside additional capital necessary to execute our business plan on the low end (assuming target company sellers accept

a significant portion of the purchase price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between

$5 million to $10 million.

If, and to the extent, that sellers are unwilling to accept a significant portion of the purchase price in

seller notes and equity, then the cash required to execute our business plan could be as much as $10 million.

obligations as they come due for at least one year.

However, additional funds from new financing

and/or future equity raises are required for continued operations and to execute our business plan and our strategy of acquiring additional

The funds required to execute our business plan will depend on the size, capital structure and purchase price consideration

that the seller of a target business deems acceptable in a given transaction.

The amount of funds needed to execute our business plan

also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of

seller notes or our equity or equity in one of our subsidiaries.

Given these factors, we believe that the amount of outside additional

capital necessary to execute our business plan on the low end (assuming target company sellers accept a significant portion of the purchase

price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between $5 million to $10 million.

to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller notes and equity, then the cash

required to execute our business plan could be as much as $10 million.

Although we do not believe that we will require

14 unchanged sentences

This extended period creates several risks relating to our liquidity and cash flow, exposure to

bad debt, dependence on external financing, negative impact on our financial metrics and operational challenges.

We operate in the lien-based medical industry.

We provide orthopedic healthcare to uninsured patients.

Our patients have typically been in an accident and have filed a lawsuit as a

plaintiff against the defendant who is allegedly responsible for the accident as the result of negligence or another tort.

Since the patient

is uninsured, we must wait for payments of amounts owed to us until the patient’s lawyer settles the claim against the defendant’s

insurance company or the defendant himself.

As a result of our need to wait for such a settlement, we experience an extended accounts

receivable collection period, which typically ranges from 18 to 24 months.

This extended accounts receivable collection period is very

different from a traditional product or service business that collects a majority of receivables within 30, 60, and/or 90-day increments.

We routinely receive a letter of protection from our patient and its legal counsel which ensures payment in full from insurance settlements.

A letter of protection is a legally binding contract that exists between the patient’s personal injury attorney, the patient, and

our company, as the healthcare provider.

The letter promises that the patient will pay the medical expenses after the patient’s

injury claim reaches its settlement.

credit losses, dependence on external financing, negative impact on our financial metrics and operational challenges.

We focus on plaintiff-related care and provide

orthopedic healthcare to uninsured patients.

Our patients have typically been in an accident and have filed a lawsuit as a plaintiff against

the defendant who is allegedly responsible for the accident as the result of negligence or another tort.

Since the patient is uninsured,

we must wait for payments of amounts owed to us until the patient’s lawyer settles the claim against the defendant’s insurance

company or the defendant.

As a result of our need to wait for such a settlement, we experience an extended accounts receivable collection

period, which typically ranges from 12 to 24 months.

This extended accounts receivable collection period is very different from a traditional

product or service business that collects a majority of receivables within 30, 60, and/or 90-day increments.

We routinely receive a letter

of protection from our patient and its legal counsel which ensures payment in full from insurance settlements.

A letter of protection

is a legally binding contract that exists between the patient’s personal injury attorney, the patient, and our company, as the healthcare

The letter promises that the patient will pay the medical expenses after the patient’s injury claim reaches its settlement.

This prolonged collection cycle presents several

1 unchanged sentence

· Liquidity and Cash Flow Constraints :

The long duration between the sale of our products or services and the receipt of payment from our customers can significantly strain our liquidity and cash flow.

This extended time period can limit our ability to invest in growth opportunities, meet our operating expenses, and fulfill our obligations as they become due.

Increased Exposure to Bad Debt :

Notwithstanding that we typically receive a letter of protection, extended collection periods increase the risk that a net settlement will not be collected in cases where no settlement is reached with the defendant’s insurance company and the plaintiff (our patient) loses the case at trial, or the case is abandoned, potentially leading to higher than anticipated bad debt expenses.

The long duration between the sale of our services and the receipt of payment from our customers can significantly strain our liquidity

and cash flow.

This extended time period can limit our ability to invest in growth opportunities, meet our operating expenses, and fulfill

our obligations as they become due.

· Increased Exposure to Credit Losses :

Notwithstanding that we typically receive a letter of protection, extended collection periods increase the risk that a net settlement

will not be collected in cases where no settlement is reached with the defendant’s insurance company and the plaintiff (our patient)

loses the case at trial, or the case is abandoned, potentially leading to higher than anticipated credit losses.

For the years ended December

31, 2025 and 2024, we recognized credit losses of $262,928 and $266,000, respectively.

· Dependence on External Financing :

To mitigate the impact of delayed collections, we may need to rely more heavily on external financing sources such as factoring arrangements, lines of credit, loans, or equity financing.

Such dependence may result in increased interest expenses, dilution of stockholders' equity, or restrictive covenants that could limit our operational flexibility.

To mitigate the impact of delayed collections, we may need to rely more heavily on external financing sources such as factoring arrangements,

lines of credit, loans, or equity financing.

Such dependence may result in increased interest expenses, dilution of stockholders' equity,

or restrictive covenants that could limit our operational flexibility.

· Impact on Financial Metrics :

Prolonged accounts receivable cycles can distort our financial metrics, including working capital ratios, days sales outstanding (DSO), and cash conversion cycle.

accounts receivable cycles can distort our financial metrics, including working capital ratios, days sales outstanding (DSO), and cash

conversion cycle.

These distorted metrics may negatively influence investor perceptions, credit ratings, and our overall financial health.

· Operational Challenges :

Managing long accounts receivable cycles requires robust credit risk management and collections processes.

Failure to effectively manage these processes could lead to inefficiencies and higher operational costs.

long accounts receivable cycles requires robust credit risk management and collections processes.

Failure to effectively manage these

processes could lead to inefficiencies and higher operational costs.

As a result of these risks relating to our extended

28 unchanged sentences

We believe that these changes to our financial systems will assist us going forward, but we expect

an 18 to 24 month lag before we are able to obtain relevant aging data with regard to these receivables.

a 12 to 24 month lag before we are able to obtain relevant aging data with regard to these receivables.

We expect that it will take 12 to 24 months to

70 unchanged sentences

Such acquisitions are subject to various risks and uncertainties, including:

the inability to effectively integrate the operations, products, technologies, and personnel of the acquired companies (some of which are in diverse geographic regions) and achieve expected synergies;

the potential disruption of existing business and diversion of management’s attention from day-to-day operations;

the inability to maintain uniform standards, controls, procedures, and policies;

the need or obligation to divest portions of the acquired companies;

the potential failure to identify material problems and liabilities during due diligence review of acquisition targets;

the potential failure to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses;

the challenges associated with operating in new geographic regions.

· the inability to effectively integrate the operations,

products, technologies, and personnel of the acquired companies (some of which are in diverse geographic regions) and achieve expected

· the potential disruption of existing business

and diversion of management’s attention from day-to-day operations;

· the inability to maintain uniform standards,

controls, procedures, and policies;

· the need or obligation to divest portions of

the acquired companies;

· the potential failure to identify material problems

and liabilities during due diligence review of acquisition targets;

· the potential failure to obtain sufficient indemnification

rights to fully offset possible liabilities associated with acquired businesses;

· the challenges associated with operating in new

geographic regions.

Failure to manage our growing and changing

business could have a material adverse effect on our business, prospects, financial condition, and results of operations.

As we grow, we expect to encounter additional

challenges to our internal processes, capital commitment process, and acquisition funding and financing capabilities.

Our existing operations,

personnel, systems, and internal control may not be adequate to support our growth and expansion and may require us to make additional

unanticipated investments in our infrastructure.

To manage the future growth of our operations, we will be required to improve our administrative,

operational, and financial systems, procedures, and controls, and maintain, expand, train, and manage our growing employee base.

are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies

successfully or respond to competitive pressures.

As a result, our business, prospects, financial condition, and results of operations

could be materially and adversely affected.

If we are able to successfully grow our operations,

which cannot be assured, we expect to encounter additional challenges to our internal processes, capital commitment process, and acquisition

funding and financing capabilities.

Our existing operations, personnel, systems, and internal control may not be adequate to support our

growth and expansion and may require us to make additional unanticipated investments in our infrastructure.

To manage the future growth

of our operations, we will be required to improve our administrative, operational, and financial systems, procedures, and controls, and

maintain, expand, train, and manage our growing employee base.

If we are unable to manage our growth effectively, we may not be able to

take advantage of market opportunities, execute our business strategies successfully or respond to competitive pressures.

our business, prospects, financial condition, and results of operations could be materially and adversely affected.

We face competition for businesses that

17 unchanged sentences

acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede the implementation of our acquisition

We finance acquisitions primarily through additional

equity and debt financings.

Because the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain

funding on short notice to benefit fully from attractive acquisition opportunities.

The sale of additional shares of any class of equity

will be subject to market conditions and investor demand for such shares at prices that may not be in the best interest of our stockholders.

We have historically financed acquisitions primarily

through additional equity and debt financings.

Because the timing and size of acquisitions cannot be readily predicted, we may need to

be able to obtain funding on short notice to benefit fully from attractive acquisition opportunities.

The sale of additional shares of

any class of equity will be subject to market conditions and investor demand for such shares at prices that may not be in the best interest

of our stockholders.

The sale of additional equity securities could also result in dilution to our stockholders.

The incurrence of indebtedness would result

in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations.

The incurrence of indebtedness

would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict

our operations.

Financing may not be available in amounts or on terms acceptable to us, if at all.

These risks may materially adversely affect our ability

to pursue our acquisition strategy.

These risks may materially adversely

affect our ability to pursue our acquisition strategy.

We may change our management and acquisition

4 unchanged sentences

A change in our strategy may increase our exposure to interest rate and currency fluctuations,

subject us to regulation under the Investment Company Act or subject us to other risks and uncertainties that affect our operations and

profitability.

subject us to regulation under the Investment Company Act of 1940, as amended, or the Investment Company Act, or subject us to other risks

and uncertainties that affect our operations and profitability.

We are a holding company and rely on distributions

and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations.

Our primary business is the holding and managing

of controlling interests our operating businesses.

Therefore, we will be dependent upon the ability of our businesses to generate cash

flows and, in turn, distribute cash to us in the form of distributions, advances and other transfers of funds to enable us to satisfy

our financial obligations.

The ability of our businesses to make payments to us may also be subject to limitations under laws of the jurisdictions

in which they are incorporated or organized.

We are a holding company and have no material

assets other than ownership of equity interests in our subsidiaries.

We have no independent means of generating revenue.

cause our subsidiaries to make distributions to our company in an amount sufficient to cover all applicable taxes payable and dividends,

if any, declared by us.

Our ability to service our debt, if any, depends on the results of operations of our subsidiaries and upon the

ability of our subsidiaries to provide us with cash, whether in the form of dividends, loans or other distributions, to pay amounts due

on our obligations.

Future financing arrangements may contain negative covenants that limit the ability of our subsidiaries to declare

or pay dividends or make distributions.

Our subsidiaries are separate and distinct legal entities.

To the extent that we need funds, and

our subsidiaries are restricted from declaring or paying such dividends or making such distributions under applicable law or regulations

or are otherwise unable to provide such funds (for example, due to restrictions in future financing arrangements that limit the ability

of our operating subsidiaries to distribute funds), our liquidity and financial condition could be materially harmed.

In the future, we may seek to enter into

54 unchanged sentences

The operational objectives and business

plans of our businesses may conflict with our operational and business objectives or with the plans and objective of another business

plans of our businesses may conflict with our operational and business objectives or with the plans and objectives of another business

we own and operate.

Our businesses operate in different industries

and face different risks and opportunities depending on market and economic conditions in their respective industries and regions.

operational objectives and business plans may not be similar to our objectives and plans or the objectives and plans of another business

that we own and operate.

This could create competing demands for resources, such as management attention and funding needed for operations

or acquisitions, in the future.

Our businesses face different risks and opportunities

depending on market and economic conditions in their respective regions.

A business’ operational objectives and business plans may

not be similar to our objectives and plans or the objectives and plans of another business that we own and operate.

This could create

competing demands for resources, such as management attention and funding needed for operations or acquisitions, in the future.

If, in the future, we cease to control and

14 unchanged sentences

us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming.

We have identified material weaknesses in

our internal control over financial reporting.

If we fail to develop or maintain an effective system of internal controls, we may not

be able to accurately report our financial results and prevent fraud.

As a result, current and potential stockholders could lose confidence

in our financial statements, which would harm the trading price of our common stock.

Companies that file reports with the SEC, including

us, are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404.

SOX 404 requires management to establish

and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Exchange Act to contain

a report from management assessing the effectiveness of a company’s internal control over financial reporting.

Separately, under

SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies that are large, accelerated

filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of their regular auditors attesting

to and reporting on management’s assessment of internal control over financial reporting.

Non-accelerated filers and smaller reporting

companies, like us, are not required to include an attestation report of their auditors in annual reports.

A report of our management is included under Item

9A “ Controls and Procedures .” We are a smaller reporting company and, consequently, are not required to include

an attestation report of our auditor in our annual report.

However, if and when we become subject to the auditor attestation requirements

under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors.

During its evaluation of the effectiveness of

internal control over financial reporting as of December 31, 2024, management identified material weaknesses.

These material weaknesses

were associated with our lack of (i) formal documentation over internal control procedures and environment, (ii) proper segregation of

duties and multiple level of reviews and (iii) sufficient process, systems and access to technical accounting resources to enable appropriate

accounting for and reporting on complex and/or non-routine debt and equity financing transactions including accounting for derivatives,

convertible debt, preferred stock.

We also have not developed and effectively communicated our accounting policies and procedures

to our employees, which has resulted in inconsistent practices.

We are undertaking remedial measures, which measures will take time to

implement and test, to address these material weaknesses.

There can be no assurance that such measures will be sufficient to remedy the

material weaknesses identified or that additional material weaknesses or other control or significant deficiencies will not be identified

in the future.

If we continue to experience material weaknesses in our internal controls or fail to maintain or implement required new

or improved controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements

in our financial statements, or adversely affect the results of periodic management evaluations and, if required, annual auditor attestation

Each of the foregoing results could cause investors to lose confidence in our reported financial information and lead to a decline

in our stock price.

Risks Related to our Healthcare Business

91 unchanged sentences

If we experience unexpected increases in the growth of uninsured and underinsured

patients or in bad debt expenses, our results of operations will be harmed.

patients or in credit losses, our results of operations will be harmed.

Failure to timely or accurately bill for

4 unchanged sentences

cases, irrespective of the patient’s ability to pay for such services, may have significant negative impact on our net revenue,

bad debt expense and cash flow.

credit losses and cash flow.

We bill numerous and varied payors, such as bodily injury policies, general liability policies, and personal

8 unchanged sentences

to timely or accurately bill payors include:

disputes between payors as to which party is responsible for payment;

failure of information systems and processes to submit and collect claims in a timely manner;

variation in coverage for similar services among various payors;

our reliance on third-parties to provide billing services for certain of our service lines;

the difficulty of adherence to specific compliance requirements, diagnosis coding and other procedures mandated by various payors;

in connection with billing for physician services, failure to obtain proper physician credentialing and documentation in order to bill various payors.

· disputes between payors as to which party is

responsible for payment;

· failure of information systems and processes

to submit and collect claims in a timely manner;

· variation in coverage for similar services among

various payors;

· our reliance on third-parties to provide billing

services for certain of our service lines;

· the difficulty of adherence to specific compliance

requirements, diagnosis coding and other procedures mandated by various payors;

· in connection with billing for physician services,

failure to obtain proper physician credentialing and documentation in order to bill various payors.

To the extent that the complexity associated with

billing for healthcare services we provide causes delays in our cash collections, we may experience increased carrying costs associated

with the aging of our accounts receivable as well as increased potential for bad debt expense.

with the aging of our accounts receivable as well as increased potential for credit losses.

Our facilities face competition for patients

52 unchanged sentences

nurses and other medical support personnel or control our labor costs could harm our results of operations.

Natural disasters, unusually adverse weather

conditions or pandemic outbreaks could cause permanent or temporary facility closures or cause patient traffic to decline, all of which

could result in lost revenue and otherwise adversely affect our financial performance.

The occurrence of one or more natural disasters,

such as hurricanes, fires or floods, unusually adverse weather conditions, pandemic outbreaks, terrorist acts, or similar disruptions

could adversely affect our operations and financial performance.

For instance, our operations were severely impacted by the COVID-19 pandemic

and several of our facilities were temporarily closed due to hurricanes in 2024.

To the extent these events result in the closure of one

or more of our facilities, our operations and financial performance could be materially adversely affected through lost revenue.

these events could result in the temporary lack of an adequate work force in a facility or the temporary or long-term disruption in the

supply of materials from suppliers.

These events also could have indirect consequences, such as increases in the cost of insurance, if

they were to result in significant loss of property or other insurable damage.

If we do not continually enhance our facilities

25 unchanged sentences

Among these laws are the federal False Claims

Act, HIPAA and the federal anti-kickback statute and the provision of the Social Security Act commonly known as the “Stark Law.”

These laws, and particularly the anti-kickback statute and the Stark Law, impact the relationships that we may have with physicians and

other referral sources.

We have a variety of financial relationships with physicians who refer patients to our facilities.

of the Inspector General of the Department of Health and Human Services, or OIG, has enacted safe harbor regulations that outline practices

that are deemed protected from prosecution under the anti-kickback statute.

A number of our current arrangements, including financial

relationships with physicians and other referral sources, may not qualify for safe harbor protection under the anti-kickback statute.

Failure to meet a safe harbor does not mean that the arrangement necessarily violates the anti-kickback statute but may subject the arrangement

to greater scrutiny.

We cannot assure you that practices that are outside of a safe harbor will not be found to violate the anti-kickback

The CMS published a Medicare self-referral disclosure protocol, which is intended to allow providers to self-disclose actual

or potential violations of the Stark Law.

Because there are only a few judicial decisions interpreting the Stark Law, there can be no

assurance that our facilities will not be found in violation of the Stark Law or that self-disclosure of a potential violation would result

in reduced penalties.

Act, the Health Insurance Portability and Accountability Act of 1996, or HIPAA and the federal anti-kickback statute and the provision

of the Social Security Act commonly known as the “Stark Law.” These laws, and particularly the anti-kickback statute and the

Stark Law, impact the relationships that we may have with physicians and other referral sources.

We have a variety of financial relationships

with physicians who refer patients to our facilities.

The Office of the Inspector General of the Department of Health and Human Services,

or OIG, has enacted safe harbor regulations that outline practices that are deemed protected from prosecution under the anti-kickback

A number of our current arrangements, including financial relationships with physicians and other referral sources, may not qualify

for safe harbor protection under the anti-kickback statute.

Failure to meet a safe harbor does not mean that the arrangement necessarily

violates the anti-kickback statute but may subject the arrangement to greater scrutiny.

We cannot assure you that practices that are outside

of a safe harbor will not be found to violate the anti-kickback statute.

The Centers for Medicare and Medicaid Services published

a Medicare self-referral disclosure protocol, which is intended to allow providers to self-disclose actual or potential violations of

the Stark Law.

Because there are only a few judicial decisions interpreting the Stark Law, there can be no assurance that our facilities

will not be found in violation of the Stark Law or that self-disclosure of a potential violation would result in reduced penalties.

Federal regulations issued under HIPAA contain

60 unchanged sentences

State efforts to regulate the construction

or expansion of health care facilities could impair our ability to expand.

Many states, including Florida, have enacted CON

laws as a condition prior to capital expenditures, construction, expansion, modernization, or initiation of major new services.

to obtain necessary state approval can result in our inability to complete an acquisition, expansion or replacement, the imposition of

civil or, in some cases, criminal sanctions, the inability to receive Medicare or Medicaid reimbursement or the revocation of a facility’s

license, which could harm our business.

In addition, significant CON reforms have been proposed in a number of states that would increase

the capital spending thresholds and provide exemptions of various services from review requirements.

In the past, we have not experienced

any material adverse effects from those requirements, but we cannot predict the impact of these changes upon our operations.

or expansion of healthcare facilities could impair our ability to expand.

Many states, including Florida, have enacted certificates

of need, or CON, laws as a condition prior to capital expenditures, construction, expansion, modernization, or initiation of major new

Failure to obtain necessary state approval can result in our inability to complete an acquisition, expansion or replacement,

the imposition of civil or, in some cases, criminal sanctions, the inability to receive Medicare or Medicaid reimbursement or the revocation

of a facility’s license, which could harm our business.

In addition, significant CON reforms have been proposed in a number of states

that would increase the capital spending thresholds and provide exemptions of various services from review requirements.

we have not experienced any material adverse effects from those requirements, but we cannot predict the impact of these changes upon our

A cyber security incident could cause a

82 unchanged sentences

Any reduction in demand could adversely affect our business, results of operations, and financial condition.

Demand for properties similar to those owned by

Demand for properties similar to that owned by

us is subject to fluctuations that are often due to factors outside our control.

4 unchanged sentences

Adverse weather conditions, natural disasters,

and other unforeseen and/or unplanned conditions could disrupt our real estate developments.

and other unforeseen and/or unplanned conditions could have serious impacts on our ability to develop and market or sell our real estate

Adverse weather conditions and natural disasters,

such as hurricanes, tornadoes, earthquakes, floods, droughts, and fires, could have serious impacts on our ability to develop and market

our real estate assets.

Properties may also be affected by unforeseen planning, engineering, environmental, or geological conditions or

problems, including conditions or problems which arise on third party properties adjacent to or in the vicinity of properties which own,

and which may result in unfavorable impacts on our properties.

Any adverse event or circumstance could cause a delay in, prevent the completion

of, or increase the cost of, one or more of our properties expected to be developed and brought to market by us, thereby resulting in

a negative impact on our operations and financial results.

If the market value of our real estate investments

or sell our real estate asset.

Our property may also be affected by unforeseen planning, engineering, environmental, or geological conditions

or problems, including conditions or problems which arise on third party properties adjacent to or in the vicinity of the property we

own, and which may result in unfavorable impacts on our property.

Any adverse event or circumstance could cause a delay in, prevent the

completion of, or increase the cost of, the development or sale of our property, thereby resulting in a negative impact on our operations

and financial results..

If the market value of our real estate investment

decreases, our results of operations will also likely decrease.

The market value of our real estate assets will

The market value of our real estate asset will

depend on market conditions.

If local and/or global economic conditions deteriorate, or if the demand for our properties decreases, we

may not be able to make a profit on such property.

If local and/or global economic conditions deteriorate, or if the demand for our property decreases, we may

not be able to make a profit on such property.

As a result of declining economic conditions, we may experience lower than anticipated

profits and/or may not be able to recover our costs of a project when a property is brought to market.

profits and/or may not be able to recover our costs.

Changes in tax laws, taxes or fees may increase

the cost of development, and such changes could adversely impact our finances and operational results.

Any increase or change in such laws, taxes, or

the cost of development or sale of our property.

Any increase or change in tax laws, taxes, or

fees, including real estate property taxes, could increase the cost of development and thus have an adverse effect on our operations.

Such changes could also negatively impact potential and/or actual users and purchasers of our properties because potential buyers may

factor such changes into their decisions to utilize or purchase a property.

The real estate industry is highly competitive

and if other property developers are more successful or offer better value to customers, our business could suffer.

The real estate industry is highly competitive,

regardless of locale.

Competitors range from small local companies to large international conglomerates with financial resources much

greater than those of our company.

We have to compete for raw materials, construction components, financing, environmental resources,

utilities, infrastructure, labor, skilled management, governmental permits and licensing and other factors critical to the successful

development of our real estate assets.

We compete against both new and existing developments and developers.

Any increase in or change

to any competitive factor could result in our inability to begin development of our real estate assets in a timely manner and/or increase

costs for the design, development, and completion.

As a result, we may experience decreased profits due to these factors, impacting our

operations and our overall financial results.

Such changes could also negatively impact potential and/or actual users and purchasers of our property because potential buyers may factor

such changes into their decisions to utilize or purchase a property.

We may incur environmental liabilities with

respect to our real estate assets.

Our properties are subject to a variety of local,

respect to our real estate asset.

Our property is subject to a variety of local,

state, and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment.

6 unchanged sentences

The cost of any required

remediation and our liability therefor as to our properties are generally not limited under such laws and could exceed the value of the

remediation and our liability therefor as to our property are generally not limited under such laws and could exceed the value of the

property and/or the aggregate assets of our company.

1 unchanged sentence

from such substances, may adversely affect our ability to sell real estate or to borrow using such property as collateral.

Our co-venture partners or other partners

in co-ownership arrangements could take actions that decrease the value of our real estate assets.

The development of our real estate assets could

involve joint ventures or other co-ownership arrangements with third parties.

Such relationships may involve risks, including, for example:

the possibility that a co-venturer or partner might become bankrupt;

the possibility that development may require additional capital that we or our partner do not have;

the possibility that a co-venturer or partner might breach a loan agreement or other agreement or otherwise, by action or inaction, act in a way detrimental to us;

that such co-venturer or partner may at any time have economic or business interests or goals that are or that become inconsistent with the business interests or goals of our company;

the possibility that we may incur liabilities as the result of the action taken by our partner;

that such co-venturer or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives;

that such co-partner may exercise buy/sell rights that force us to or dispose of our share, at a time and price that may not be consistent with our objectives.

Any of the above might subject our real estate assets to liabilities

in excess of those contemplated and thus reduce our returns on our investment.

Uninsured losses relating to real property

or excessively expensive premiums for insurance coverage may adversely affect the value of your stock.

The nature of our activities could expose us

to potential liability for personal injuries and, in certain instances, property damage claims.

For instance, there are types of

losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, pollution, environmental

matters, or extreme weather conditions such as hurricanes, floods, and snowstorms that are uninsurable or not economically

insurable, or may be insured subject to limitations, such as large deductibles or co-payments.

We may not carry all the usual and

customary insurance policies which would be carried by a similarly-positioned company, and we may not be carrying those

insurance policies in amounts and types sufficient to cover every risk which may be encountered by our company.

Insurance risks

associated with potential terrorist acts could sharply increase the premiums we will pay for coverage against property and casualty

We cannot assure you that we will have adequate coverage for all losses.

If any of our properties incur a casualty loss that

is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss.

other than the capital reserve or other reserves we may establish, we do not expect to have any contingent sources of funding in

place to repair or reconstruct any uninsured damaged property, and we cannot assure you that any such sources of funding will be

available to us for such purposes in the future.

Also, to the extent we must pay unexpectedly large amounts for insurance, we could

suffer reduced earnings that would result in a decreased value attributed to our publicly traded stock.

The nature of our activities could expose us to

potential liability for personal injuries and, in certain instances, property damage claims.

For instance, there are types of losses,

generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, pollution, environmental matters, or extreme

weather conditions such as hurricanes, floods, and snowstorms that are uninsurable or not economically insurable, or may be insured subject

to limitations, such as large deductibles or co-payments.

We may not carry all the usual and customary insurance policies which would

be carried by a similarly-positioned company, and we may not be carrying those insurance policies in amounts and types sufficient

to cover every risk which may be encountered by our company.

Insurance risks associated with potential terrorist acts could sharply increase

the premiums we will pay for coverage against property and casualty claims.

We cannot assure you that we will have adequate coverage for

If any of our property incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced

by the amount of any such uninsured loss.

In addition, other than the capital reserve or other reserves we may establish, we do not expect

to have any contingent sources of funding in place to repair or reconstruct any uninsured damaged property, and we cannot assure you that

any such sources of funding will be available to us for such purposes in the future.

Also, to the extent we must pay unexpectedly large

amounts for insurance, we could suffer reduced earnings that would result in a decreased value attributed to our publicly traded stock.

Risks Related to Ownership of Our Common Stock

Our common stock is eligible for quotation

on the Pink Market, which may have an unfavorable impact on our stock price and liquidity.

on the OTCQB Market, which may have an unfavorable impact on our stock price and liquidity.

Our common stock is eligible for quotation on

the Pink Market operated by OTC Markets Group Inc.

The Pink Market is a regulated quotation service that displays real-time quotes, last

sale prices and volume information in over-the-counter securities.

The Pink Market is not an issuer listing service, market, or exchange.

the OTCQB Market operated by OTC Markets Group Inc.

The OTCQB Market is a regulated quotation service that displays real-time quotes,

last sale prices and volume information in over-the-counter securities.

The OTCQB Market is not an issuer listing service, market, or

The requirements for quotation on the Pink Market are considerably lower and less regulated than those of an exchange.

Because of this,

it is possible that fewer brokers or dealers will be interested in making a market in our common stock because the market for such securities

is more limited, the stocks are more volatile, and the risk to investors is greater, which may impact the liquidity of our common stock.

Even if an active market begins to develop in our common stock, the quotation of our common stock on the Pink Market may result in a less

liquid market available for existing and potential stockholders to trade common stock, could depress the trading price of our common stock

and could have a long-term adverse impact on our ability to raise capital in the future.

If an active market is never developed for our

common stock, it will be difficult or impossible for you to sell any common stock you purchase.

Our common stock may be subject to significant

price volatility which may have an adverse effect on your ability to liquidate your investment in our common stock.

of this, it is possible that fewer brokers or dealers will be interested in making a market in our common stock because the market for

such securities is more limited, the stocks are more volatile, and the risk to investors is greater, which may impact the liquidity of

our common stock.

Even if an active market begins to develop in our common stock, the quotation of our common stock on the OTCQB Market

may result in a less liquid market available for existing and potential stockholders to trade common stock, could depress the trading

price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

If an active market

is never developed for our common stock, it will be difficult or impossible for you to sell any common stock you purchase.

The market price of our common stock may

be highly volatile, and you could lose all or part of your investment.

The market for our common stock may be characterized

by significant price volatility when compared to seasoned issuers, and we expect that our stock price will be more volatile than a seasoned

issuer for the indefinite future.

The potential volatility in our stock price is attributable to a number of factors.

First, our common

stock may be sporadically and/or thinly traded.

As a consequence of this lack of liquidity, the trading of relatively small quantities

of shares by our stockholders may disproportionately influence the price of those shares in either direction.

The price for our common

stock could, for example, decline precipitously if a large number of our shares of common stock are sold on the market without commensurate

demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its stock price.

investment in us is a speculative or “risky” investment due to our lack of meaningful profits to date and uncertainty of future

As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment

in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts

than would be the case with the stock of a seasoned issuer.

Our officers and directors own a significant

percentage of our outstanding voting securities which could reduce the ability of minority stockholders to effect certain corporate actions.

Our executive officers and directors are collectively

able to exercise approximately 84.69% of our total voting power.

As a result, they possess significant influence and can elect a majority

of our board of directors and authorize or prevent proposed significant corporate transactions without the votes of any other stockholders.

They are expected to have significant influence over a decision to enter into any corporate transaction and have the ability to prevent

any transaction that requires the approval of stockholders, regardless of whether or not our other stockholders believe that such transaction

is in our best interests.

Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control

or other business combination, which could, in turn, have an adverse effect on the market price of our common stock or prevent our stockholder

from realizing a premium over the then-prevailing market price for their common stock.

by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we

expect that our stock price will be more volatile than the shares of such larger, more established companies for the indefinite future,

which volatility may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult

for prospective investors to assess the rapidly changing value of our common stock.

The market price of our common stock is likely

to be volatile due to a number of factors.

First, as noted above, our common stock is likely to be more sporadically and thinly traded

compared to the shares of such larger, more established companies.

The price for our common stock could, for example, decline precipitously

in the event that a large number of shares is sold on the market without commensurate demand.

Secondly, we are a speculative or “risky”

investment due to our lack of profits.

As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing

all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market

more quickly and at greater discounts than would be the case with the stock of a larger, more established company that has a large public

Many of these factors are beyond our control and may decrease the market price of our common stock regardless of our operating

The market price of our common stock could also be subject to wide fluctuations in response to a broad and diverse range

of factors, including the following:

· actual or anticipated variations in our periodic

operating results;

· increases in market interest rates that lead

investors of our common stock to demand a higher investment return;

· changes in earnings estimates;

· changes in market valuations of similar companies;

· actions or announcements by our competitors;

· adverse market reaction to any increased indebtedness

we may incur in the future;

· additions or departures of key personnel;

· actions by stockholders;

· speculation in the media, online forums, or investment

Two stockholders own a significant percentage

of our outstanding voting securities which could reduce the ability of minority stockholders to effect certain corporate actions.

Two stockholders, including our Chief Executive

Officer and our former Chairman, are collectively able to exercise approximately 74% of our total voting power.

As a result, they will

possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate

transactions without the votes of any other stockholders.

They are expected to have significant influence over decisions to enter into

corporate transactions and have the ability to prevent any transaction that requires the approval of stockholders, regardless of whether

or not our other stockholders believe that such transaction is in our best interests.

Such concentration of voting power could have the

effect of delaying, deterring, or preventing a change of control or other business combination, which could, in turn, have an adverse

effect on the market price of our common stock or prevent our stockholder from realizing a premium over the then-prevailing market price

for their common stock.

We have no current plans to pay cash dividends

15 unchanged sentences

Future issuances of our common stock or securities

convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance

of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline.

predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our

common stock.

convertible into, or exercisable or exchangeable for, our common stock, could result in significant market volatility and could cause

the market price of our common stock to decline.

We cannot predict the effect, if any, of future issuances of our securities on the price

of our common stock.

In all events, future issuances of our common stock would result in the dilution of your holdings.

In addition, the perception

that new issuances of our securities could occur could adversely affect the market price of our common stock.

In addition, the

perception that new issuances of our securities could occur could adversely affect the market price of our common stock.

Rule 144 sales in the future may have a

7 unchanged sentences

months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the

greater of 1.0% of a company’s outstanding shares of common stock.

There is no limitation on the amount of restricted securities

that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if our company is a

current reporting company under the Exchange Act.

A sale under Rule 144 or under any other exemption from the Securities Act, if available,

or pursuant to subsequent registration of common stock of present stockholders, may have a depressive effect upon the price of our common

greater of 1.0% of a company’s outstanding common shares.

There is no limitation on the amount of restricted securities that may

be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if our company is a current,

reporting company under the Exchange Act.

A sale under Rule 144 or under any other exemption from the Securities Act, if available, or

pursuant to subsequent registration of common stock of present stockholders, may have a depressive effect upon the price of our common

stock in any market that may develop.

22 unchanged sentences

provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

If we do not obtain a listing on a national securities exchange and if the price of our common stock is less than $5.00, our common stock

could be deemed a penny stock.

The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt

from those rules, to deliver a standardized risk disclosure document containing specified information.

In addition, the penny stock rules

require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special

written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment

of the receipt of a risk disclosure statement;

The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver

a standardized risk disclosure document containing specified information.

In addition, the penny stock rules require that before effecting

any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that

the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt

of a risk disclosure statement;

(ii) a written agreement to transactions involving penny stocks;

and (iii) a signed and

dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the

secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

and (iii) a signed and dated copy of

a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market

for our common stock, and therefore stockholders may have difficulty selling their shares.

If securities industry analysts do not publish

20 unchanged sentences

As a smaller reporting company, we will not be

required and may not include a compensation discussion and analysis section in our proxy statements and we will provide only two years

of financial statements.

required to, and may not, include a compensation discussion and analysis section in our proxy statements and we will provide only two

years of financial statements.

We also will have other “scaled” disclosure requirements that are less comprehensive than issuers

53 unchanged sentences

who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given us timely

written notice, in proper form, of the stockholder’s intention to bring that business before the meeting.

written notice, in proper form, of the stockholders’ intention to bring that business before the meeting.

Although our amended and

6 unchanged sentences

of our board of directors, which is responsible for appointing the members of our management.

An investment in our company may involve

tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances

or guidance regarding our company or your investment.

An investment in our company generally involves

complex federal, state and local income tax considerations.

Neither the Internal Revenue Service nor any State or local taxing authority

has reviewed the transactions described herein and may take different positions than the ones contemplated by management.

You are strongly

urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties

is offering you tax or similar advice, nor are any such persons making any representations and warrants regarding such matters.

Unanticipated changes in effective tax rates or

adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results

of operations.

We will be subject to income taxes in the United

States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions.

Our future effective

tax rates could be subject to volatility or adversely affected by a number of factors, including:

· changes in the valuation of our deferred tax

assets and liabilities;

· expected timing and amount of the release of

any tax valuation allowances;

· tax effects of stock-based compensation;

· costs related to intercompany restructurings;

· changes in tax laws, regulations or interpretations

In addition, we may be subject to audits of our

income, sales and other transaction taxes by federal, state and local authorities.

Outcomes from these audits could have an adverse effect

on our financial condition and results of operations.

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