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and an adverse result in these, or other matters, may arise from time to time that may harm our business.
−Removed: We are currently not aware of
−Removed: any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating
+Added: Except as set forth below, we
+Added: are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
+Added: condition or operating results.
+Added: On May 1, 2026, Daniel R.
+Added: Thompson, our former
+Added: Chairman of the Board and a significant stockholder, commenced a lawsuit against our company by filing a complaint against it in the Eighth
+Added: Judicial District Court, Clark County, Nevada.
+Added: In the complaint, Mr.
+Added: Thompson alleges that he entered into an employment agreement
+Added: and addendum thereto with us.
+Added: He alleges that we failed to provide him with restricted preferred stock and separation compensation
+Added: allegedly owed to him under those agreements, and he alleges that we have improperly continued to defer payment of accrued salary and
+Added: other compensation he claims to be owed.
+Added: The complaint asserts claims for breach of contract, breach of the implied covenant of good faith
+Added: and fair dealing, and unjust enrichment.
+Added: Thompson alleges damages in an unspecified amount in excess of $15,000 under each of
+Added: those claims.
+Added: Thompson also seeks declaratory relief regarding compensation that he claims to be owed and regarding the validity
+Added: of a conversion agreement between him and our company.
+Added: Pursuant to the conversion agreement, Mr.
+Added: Thompson agreed to cancel
+Added: $2,352,994 in deferred compensation owed to him in exchange for receiving 588,249 shares of common stock from us.
+Added: Thompson contends
+Added: in the complaint that he revoked the conversion agreement or that it is otherwise unenforceable and, in the alternative, seeks its reformation
+Added: to provide that it was contingent on the successful uplisting of our stock to the Nasdaq Stock Market.
+Added: The complaint also asserts a claim
+Added: for accounting, seeking inspection of our books, records, and accounts.
+Added: The complaint also seeks an award of attorneys’ fees
+Added: We intends to vigorously defend against Mr.
+Added: Thompson’s claims.
+Added: Although we believe we have meritorious defenses to those
+Added: claims, we are unable to reasonably estimate the potential loss or range of loss, if any, that may result from this matter because the
+Added: case is in its preliminary stages and the outcome of litigation is inherently uncertain.
+Added: It is possible that an adverse outcome could
+Added: have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects.
RISK FACTORS.
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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.