What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-03-29 compared with 2023-02-16 · 28 added, 17 removed, 183 unchanged (20% of the section changed)

10 unchanged sentences

As of December

31, 2022, we had an accumulated deficit of $32,289,547 and a stockholders’ deficit of $43,106.

31, 2023, we had an accumulated deficit of $32,296,147 and a stockholders’

deficit of $49,706.

Future losses

67 unchanged sentences

of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us.

See "Directors

and Executive Officers" and "Conflicts of Interest," below.

See "Directors

and Executive Officers"

and "Conflicts of Interest,"

DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

3 unchanged sentences

Our Board, without any input from stockholders, will make the selection of any such advisors.

it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation

it is anticipated that such persons may be engaged on an "as needed"

basis without a continuing fiduciary or other obligation

In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able

15 unchanged sentences

customers or accredited investors.

For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions

For purposes of the rule, the phrase "accredited investors"

means, in general terms, institutions

with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds

5 unchanged sentences

and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop.

the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1,

the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks."

Such rules include Rules 3a51-1,

15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended.

Because our securities

constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities.

constitute "penny stocks"

within the meaning of the rules, the rules would apply to us and to our securities.

The rules may

5 unchanged sentences

(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press

(iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced

(iii) "boiler room"

practices involving high-pressure sales tactics and unrealistic price projections by inexperienced

sales persons;

32 unchanged sentences

is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, (iii) the Company has filed all

required reports under the Exchange Act for the preceding 12 months and (iv) one year has elapsed since the Company filed "Form 10"

shareholder of the Company will not be able to sell its shares until such time as a registration statement for those shares is filed or

the Company has ceased to be a shell company either by effecting a business combination or by developmental growth, the Company has remained

current on its Exchange Act filings for 12 months and the Company has filed the information as would be required by a "Form 10"

audited financial statements, management information and compensation, shareholder information, etc.)

7 unchanged sentences

traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our Common Stock.

This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring

in any trading day session.

Holders of our Common Stock may also not be able to readily liquidate their investment or may be forced to

sell at depressed prices due to low volume trading.

If high spreads between the bid and ask prices of our Common Stock exist at the time

of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment.

low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in

any trading day session.

Holders of our Common Stock may also not be able to readily liquidate their investment or may be forced to sell

at depressed prices due to low volume trading.

If high spreads between the bid and ask prices of our Common Stock exist at the time of

a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment.

Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Common Stock.

17 unchanged sentences

There are many other factors in addition to these, as may have been discussed above in

“Risk Factors” which could cause our company to fail and the investor’s capital will be at risk.

“Risk Factors”

which could cause our company to fail and the investor’s capital will be at risk.

UNRESOLVED STAFF COMMENTS

CYBERSECURITY

The Company does not, and will not, have the resources

to institute cybersecurity measures until such time as it may be able to enter into a successful merger transaction.

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