What changed in this filing

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Item 1A. Risk Factors

2024-04-15 compared with 2023-04-12 · 77 added, 18 removed, 1 unchanged (99% of the section changed)

Business Risk Factors

The Company had a history of losses and became a discontinued operation

in April 2010.

Because the Company was dormant from the

period from February 2010 through January 2021, the Company used the following methodology to prepare its financial statements.

assets on the Company’s March 31, 2010 balance were deemed disposed of to a related party for no value for the quarter

beginning April 1, 2010.

All Company activities at that time became discontinued operations with the exception of accrued interest

recorded on outstanding debt.

All liabilities outstanding as of March 31, 2010 remained on the Company’s balance sheet

accruing interest until the quarter ending March 31, 2017 when they were written off due to the expiration of the Statue of

As of December 31, 2019 and 2018 the Company had no assets or liabilities.

Risk Factors.

Risks Relating to Our Business

Our results could be materially and adversely affected by the impact of the COVID-19 pandemic.

A pandemic similar to COVID-19 could materially and adversely impact our business, including as a result of the loss of adequate labor, whether as a result of high absenteeism or challenges in recruiting and retention or otherwise, prolonged closures, or series of temporary closures, of one or more fulfillment centers as a result of a COVID-19 type of outbreak, a government order or otherwise, or supply chain or carrier interruptions or delays.

Further, a COVID-19 type pandemic could have a negative impact on economic conditions, which may adversely impact consumer demand for our products, which may have a material adverse effect on our business, financial condition, and operating results.

To the extent any of these events occur, our business, financial condition, and operating results could be materially and adversely affected.

The extent to which a COVID-19 type pandemic impacts our business will depend on future developments not within our control, including the duration and severity of a COVID-19 type pandemic and surges, the timing of widespread availability of a vaccine in the United States, the length of time restrictions stay in effect and for economic and operating conditions to return to pre-pandemic levels, together with resulting consumer behaviors, and numerous other uncertainties, all of which remain uncertain.

The unavailability and incapacity of Mr.

Costa and Mr.

Pomerantz, our executive officers and directors, due to a COVID-19 type pandemic would have a material adverse effect of our business.

Because we have a limited operating history, it is difficult for potential investors to evaluate our business.

Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations.

Since our formation in March of 1990, we have not generated enough revenues to exceed our expenses.

We acquired Mighty Fire Breaker, LLC in April 2022 and entered the fire retardant and fire suppression industry.

As a result of us recently entering into these business lines, we are subject to all the risks inherent in the initial organization, financing, expenditures, complications, and delays inherent in new business lines.

Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment.

Our business is dependent upon the implementation of our business plan.

We may not be successful in implementing such a plan and cannot guarantee that, if implemented, we will ultimately be able to attain profitability.

We do not currently have sufficient cash flow to maintain our business.

We do not currently have enough cash flow to operate our business.

Therefore, we will be dependent upon additional capital in the form of either debt or equity to continue our operations and expand our products to new markets.

At present, we do not have arrangements to raise all of the needed additional capital, and we will need to identify potential investors and negotiate appropriate arrangements with them.

We may not be able to arrange enough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms.

If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

Our management has limited experience operating a public company and is subject to the risks commonly encountered by early-stage companies.

Although our management has experience in operating small companies, our current management has not managed expansion while being a public company.

Many investors may treat us as an early-stage company.

Also, our management has not overseen a company with considerable growth.

Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets.

We depend heavily on key personnel.

We believe our success depends heavily on the continued active participation of our current executive officers.

If we were to lose our executive officers’ services, the loss could have a material adverse effect on our business, financial condition, or operation results.

Also, to achieve our future growth plans, we will need to recruit, hire, train, and retain other highly qualified technical and managerial personnel.

Competition for qualified employees is intense, and if we cannot attract, retain and motivate these additional employees, their absence could have a materially adverse effect on our business, financial condition, or results of operations.

Increased operating costs and obstacles to cost recovery due to the pricing and cancelation terms of our raw materials and support services contracts may constrain our ability to make a profit.

Our profitability can be adversely affected to the extent we are faced with cost increases for raw materials, wages, other labor-related expenses, especially when we cannot recover such increased costs through increases in the prices for our products and services.

In some cases, we will have to absorb any cost increases, which may adversely impact our operating results.

Governmental regulations relating to environmental products may subject us to significant liability.

The regulations relating to each of product segments are numerous and complex.

A variety of rules and regulations at various governmental levels relating to the handling, preparation, and serving of environmental products.

We cannot assure you that we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply with any future laws and regulations.

Furthermore, legislation and regulatory attention to environmental safety is very high.

Additional or amended rules and regulations in this area may significantly increase the cost of compliance or expose us to liabilities.

If we fail to comply with applicable laws and regulations, including those referred to above, we may be subject to investigations, criminal sanctions, or civil remedies, including fines, penalties, damages, reimbursement, injunctions, seizures, or debarments from government contracts.

The cost of compliance or the consequences of non-compliance, including debarments, could have a material adverse effect on our business and operations results.

Also, governmental units may make changes in the regulatory frameworks within which we operate that may require either the Company as a whole or individual businesses to incur substantial increases in costs to comply with such laws and regulations.

If we do not have sufficient product liability insurance, we may be subject to claims that are in excess of our net worth.

Before we market any product, we will need to purchase significant product liability insurance.

However, in the event of major claims from the use of our products, it is possible that our product liability insurance will not be sufficient to cover claims against us.

We cannot assure you that we will not face liability arising out of the use of our products which is significantly in excess of the limits of our product liability insurance.

In such event, if we do not have the funds or access to the funds necessary to satisfy such liability, we may be unable to continue in business.

If our relationship with key business suppliers and distributors were to be disrupted, we could experience disruptions to our operations and cost structure.

If critical suppliers to our business were disrupted, it would affect our ability to source necessary raw materials needed to produce our products.

If our relationship with any of these key suppliers or distributors were disrupted, if it was not already arranged, we would have to source and engage alternative suppliers and distributors.

This disruption could affect our operations and cost structure.

Risks Related to Mighty Fire Breaker

Changes in consumer preferences or discretionary consumer spending could harm our performance.

The success of our business depends, in part, upon the continued popularity of our concepts, and shifts in these consumer preferences could negatively affect our future profitability.

Negative publicity over certain environmental products may adversely affect demand for our products and could result in a decrease in our revenues, which could materially harm our business.

Additionally, our success depends, in part, on a builder preference for our products and to an extent on numerous factors affecting operational budgeting, including economic conditions and customer confidence.

A decline in operational budgeting or economic conditions could reduce guest traffic or impose practical limits on pricing, either of which could harm our business, financial condition, operating results, or cash flow.

We may be required to disclose third-party products we sell due to federal regulations, which may affect customer confidence.

We may become subject to potential claims for product liability.

Our business could expose us to claims for personal injury from contamination of our products.

We believe that our products’ quality is carefully monitored through regular product testing, but we may be subject to liability as a result of customer or distributor misuse or storage.

The Company maintains product liability insurance against certain types of claims in amounts which it believes to be adequate.

The Company also maintains an umbrella insurance policy that it considers to be sufficient to cover claims made above its product liability insurance limits.

Although no claims have been made against the Company or its distributors to date and the Company believes its current level of insurance to be adequate for its current business operations, it is possible that such claims will arise in the future, and the Company’s policies may not be sufficient to pay for such claims.

Increases in prices of commodities needed to manufacture our product could adversely affect profitability.

The ingredients and materials needed to manufacture and package our products are subject to the commodities markets’ normal price fluctuations.

Any increase in the price of those ingredients and materials that cannot be passed along to the consumer will adversely affect our profitability.

Any prolonged or permanent increase in the cost of the raw ingredients to manufacture our products may in the long term make it more difficult for us to earn a profit.

Unresolved Staff Comments.

Not Applicable

Description of Property

Not applicable

Legal Proceedings

Not applicable

Submission of Matters to a Vote of the Security

Cybersecurity.

The Company has cloud based security, and their computers and servers are fire walled.

In addition, the Company does not allow virtual log-in on their computers.

Our Company owns no real property.

Our principal office is located at 2170 Allentown Rd, Lima, OH 45808 which is commercial space under on one year lease agreement at $500 per month In addition, the Company leases commercial space for retail and warehousing at 5050 Commerce Blvd., Rohnert Park, CA 90928, which is under a two year lease agreement at $5,200 per month.

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