What changed in this filing

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Item 1A. Risk Factors

2022-08-19 compared with 2021-04-15 · 428 added, 203 removed, 245 unchanged (72% of the section changed)

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Related to the Restatement of our Prior Period Consolidated Financial Statements and Material Weaknesses in our Internal Control

2020, we restated our consolidated financial statements for several prior periods, which has affected and may continue to affect

investor confidence, our stock price, our ability to raise capital in the future, and our reputation with our customers, which

has resulted and may continue to result in stockholder litigation and may reduce customer confidence in our ability to complete

new contract opportunities.

August 2020 we filed an Annual Report on Form 10-K for the year ended December 31, 2019, which included a restatement of the financial

statements which were previously filed with our Annual Report on Form 10-K for the year ended December 31, 2018.

The prior restatement

of our consolidated financial statements primarily reflects the correction of certain errors relating to our recognition of revenue,

which errors resulted from an incorrect application of U.S.

Such restatement has had and may continue to have the effect of eroding

investor confidence in the Company and our financial reporting and accounting practices and processes, has negatively impacted and may

continue to negatively impact the trading price of our common stock, has resulted and may continue to result in stockholder litigation,

may make it more difficult for us to raise capital on acceptable terms, if at all, and may negatively impact our reputation with our

customers and cause customers to place new orders with other companies.

As described in Item 9A this Annual Report on Form 10-K, we have

taken a number of steps in order to strengthen our accounting function so as to allow us to be able to provide timely and accurate financial

However, we cannot assure you that these steps will be successful and we cannot assure you that additional material weaknesses

in our internal control over financial reporting will not arise or be identified in the future.

To the extent these steps are not successful,

we could be required to incur significant additional time and expense.

Moreover, because of the inherent limitations of any control system,

material misstatements due to error or fraud may not be prevented or detected and corrected on a timely basis, or at all.

have restated our consolidated financial statements during the past three years, including the restatement included in our 2020

Comprehensive Form 10-K/A.

These restatements have affected and may continue to affect investor confidence, our stock price, our

ability to raise capital in the future, and our reputation with our customers, have resulted and may continue to result in stockholder

litigation and may reduce customer confidence in our ability to complete new contract opportunities.

February 2019, we filed an amended Quarterly Report on Form 10-Q/A for the nine months ended September 30, 2018, which included

a restatement of our financial statements for the period then ended.

The restatement of such financial statements corrected an

overstatement of revenue in such period due to the miscoding of an invoice in the Company’s records (the “Coding Error”).

In August 2020, we filed an Annual Report on Form 10-K for the year ended December 31, 2019, which included a restatement of our

financial statements for the year ended December 31, 2018 to correct certain errors relating to our recognition of revenue, which

errors resulted from an incorrect application of U.S.

GAAP (the “Revenue Recognition Error”).

In November 2021, we

filed a comprehensive Form 10-K/A (the “Comprehensive Form 10-K/A”) which included a restatement of our (i) consolidated

balance sheet as of December 31, 2020 and December 31, 2019, and the related consolidated statements of operations, cash flows

and shareholders’ deficit for the years ended December 31, 2020 and December 31, 2019, and (ii) consolidated balance sheets

and statements of shareholders’ deficit as of March 31, 2020, June 30, 2020 and September 30, 2020, the related consolidated

statements of operations for the three months ended March 31, 2020, the three and six months ended June 30, 2020 and the three

and nine months ended September 30, 2020, and the consolidated statements of cash flows for the three, six and nine month periods

ended March 31, 2020, June 30, 2020 and September 30, 2020, respectively, and related disclosures to correct errors in such financial

statements relating to the recording and reporting of inventory costing and related internal controls (the “Inventory Costing

Errors”) and resulting deficiencies in reserves (the “Insufficient Reserves”).

The Inventory Costing Errors

resulted from software processing and coding errors, inconsistent units of measure being used for quantities ordered and quantities

received of certain purchased parts, incorrect accruals to accounting periods of the cost of certain goods received and the Company

not having a procedure to address over or under absorbed overhead costs at the end of accounting periods.

The Insufficient Reserves

resulted from insufficient inventory reserves and provisions for loss contracts.

The existence of the Coding Error, Revenue Recognition

Error, the Inventory Costing Errors and the Insufficient Reserves, along with the related restatements, have had and may continue

to have the effect of eroding investor confidence in the Company and our financial reporting and accounting practices and processes,

have negatively impacted and may continue to negatively impact the trading price of our common stock, have resulted and may continue

to result in stockholder litigation, may make it more difficult for us to raise capital on acceptable terms, if at all, and may

negatively impact our reputation with our customers and cause customers to place new orders with other companies.

have identified material weaknesses in our internal control over financial reporting which did and could continue to adversely

affect our ability to report our financial condition and results of operations in a timely and accurate manner.

a result of the Inventory Costing Errors and the Insufficient Reserves, we have concluded that our internal control over financial

reporting was not effective as of December 31, 2019, December 31, 2020 and December 31, 2021, and we have also concluded that

our disclosure controls and procedures were not effective as of December 31, 2019, December 31, 2020 and December 31, 2021 due

to material weaknesses in our internal control over financial reporting.

In connection with the Revenue Recognition Error, we

previously determined that our internal control over financial reporting and our disclosure controls and procedures were not effective

as of December 31, 2019 and December 31, 2018, and in connection with the Coding Error, we previously determined that our internal

control over financial reporting and our disclosure controls and procedures were not effective as of September 30, 2018.

Recognition Error, Inventory Costing Errors and the Insufficient Reserves caused us to fail to comply with the financial covenants

under our credit facility with BankUnited, N.A.

and the restatement of such errors was a contributing factor in our failure to

timely file periodic reports required under the Exchange Act.

The Revenue Recognition Error also resulted in shareholder litigation.

described in Item 9A of this Annual Report on Form 10-K, we have taken a number of steps during 2021 in order to strengthen our

accounting function so as to allow us to be able to provide timely and accurate financial reporting, which have remediated the

internal control deficiencies that led to the Revenue Recognition Error and the internal control deficiencies that led to the

Coding Error which had been previously remediated.

However, such steps were not sufficient to prevent the Inventory Costing Errors

and the Insufficient Reserves referred to within Item 9A of this Annual Report on Form 10-K as the “First Quarter 2021 Material

Weaknesses” and there can be no assurance that these steps will be successful in preventing future errors or that additional

material weaknesses in our internal control over financial reporting will not arise or be identified in the future.

2021, controls and procedures have been put in place to address the Insufficient Reserves, some improvements in the Company’s

internal controls over financial reporting have been made during 2021 with respect to the Inventory Costing Errors, and during

2022, we plan to conduct further work, and design and implement additional internal controls to remediate the material weakness

in internal controls that existed at December 31, 2021 due to the Inventory Costing Errors, although there can be no guarantee

that these controls, this work or planned additional controls will be successful.

intend to continue our remediation activities and to continue to improve our overall control environment and our operational and

financial systems and infrastructure, as well as to continue to train, retain and manage our personnel who are essential to effective

internal control.

In doing so, we will continue to incur expenses and expend management’s time on compliance-related issues.

However, we cannot ensure that the steps that we have taken or will take will successfully remediate the errors.

If we are unable

to provide reliable and timely financial reports in the future, our business and reputation may be further harmed.

The occurrence of

any future errors, misstatements, or failures in internal control may also cause us to fail to meet reporting obligations, negatively

affect investor and customer confidence in our management and the accuracy of our financial statements and disclosures, result in events

of default under our banking agreements, or result in adverse publicity and concerns from investors and customers, any of which could

have a negative effect on the price of our common stock, subject us to regulatory investigations and penalties or additional stockholder

litigation, and have a material adverse impact on our business and financial condition.

face litigation and regulatory action relating to the restatement of the Non-Reliance Period consolidated financial statements .

to successfully complete our remediation efforts or favorably assess the effectiveness of our internal control over financial

reporting, our operating results, financial position, ability to accurately report our financial results and timely file our periodic

reports under the Exchange Act, and our stock price could be adversely affected.

Additionally,

beginning in the fourth quarter of 2019, the Company began using inventory valuation and cost collection software associated with

the Company’s jobs for which revenue is recognized using the point in time method of accounting.

There can be no assurance

that controls over inventory will be adequate to address all potential valuation issues that may arise in the future relating

to the use of the software and additional internal controls may need to be developed.

occurrence of any future errors, misstatements, or failures in internal control may also cause us to fail to meet reporting obligations,

negatively affect investor and customer confidence in our management and the accuracy of our financial statements and disclosures,

result in events of default under our banking agreements, or result in adverse publicity and concerns from investors and customers,

any of which could have a negative effect on the price of our common stock, subject us to regulatory investigations and penalties

or additional stockholder litigation, and have a material adverse impact on our business and financial condition.

restatements of our consolidated financial statements due to the Coding Error, the Revenue Recognition Error, the Inventory Costing

Errors and the Insufficient Reserves have diverted, and our ongoing efforts to remediate our internal control may continue to

divert management from the operation of our business.

The absence of timely and accurate financial information has hindered and

may in the future hinder our ability to effectively manage our business.

restatements of our consolidated financial statements due to the Coding Error, the Revenue Recognition Error, the Inventory Costing

Errors and the Insufficient Reserves have diverted, and our ongoing efforts to remediate our internal control may continue to

divert management from the operation of our business.

Our board of directors, members of management, and our accounting, and other

staff have spent significant time on the restatements and remediation and will continue to spend significant time on remediation

of internal control over our financial reporting.

These resources have been, and will likely continue to be, diverted from the

strategic and day-to-day management of our business and may have an adverse effect on our ability to accomplish our strategic

face litigation relating to the Revenue Recognition Error .

Company and certain of our current and former executive officers and directors are defendants in litigation arising out of the

errors in and restatements of our financial statements for the year ended December 31, 2018, and quarters ended March 31, 2018,

June 30, 2018, September 30, 2018, March 31, 2019, June 30, 2019, and September 30, 2019 (“Non-Reliance Periods”).

Please see Part I, Item 3, “Legal Proceedings.” These proceedings may result in significant expenses and the diversion

of management attention from our business.

We cannot ensure that additional litigation or other claims by shareholders will not

be brought in the future arising out of the same subject matter.

previously disclosed, on May 22, 2020, the Company received a subpoena from the Securities and Exchange Commission (the “Commission”)

Division of Enforcement (the “Division”) seeking documents and information relating, among other things, to previously

disclosed errors in and restatement of the Company’s financial statements, the Company’s October 16, 2018 equity offering

and the recent separation of the Company’s former Chief Financial Officers.

By letter dated March 12, 2021 and received

on March 16, 2021, the Division Staff notified the Company that the Division has concluded its investigation and, based on the

information the Division has as of such date, it does not intend to recommend an enforcement action by the Commission against

The Division’s notice was provided under the guidelines described in the final paragraph of Securities Act

5310 which states in part that the notice “must in no way be construed as indicating that the party has been

exonerated or that no action may ultimately result from the staff’s investigation.” Please see Part I, Item 3, “Legal

Proceedings.” We may also be subject to further examinations, investigations, proceedings and orders by regulatory authorities,

including a cease and desist order, suspension of trading of our securities, delisting of our securities and/or the assessment

of possible civil monetary penalties.

Any such further actions could be expensive and damaging to our business, results of operations

and financial condition.

are in compliance with various covenants under our credit facility with BankUnited as of December 31, 2020 but there can be no

assurance that we will not fall out of compliance with the amended covenants in the future.

Company is in compliance with the various covenants under our credit facility (the “BankUnited Facility”) with BankUnited,

(“BankUnited”) for the year ended December 31, 2020.

If we fall out of compliance with our banking covenants,

may declare a default under the BankUnited Facility and, among other remedies, could declare the full amount of the

BankUnited Facility immediately due and payable and could foreclose against our collateral.

were to occur, we may be unable to secure outside financing, if needed, to fund ongoing operations and for other capital needs.

Any sources of financing that may be available to us could also be at higher costs and require us to satisfy more restrictive

covenants, which could limit or restrict our operations, cash flows and earnings.

We cannot ensure that additional financing would

be available to us, or be sufficient or available on satisfactory terms.

Revenue Recognition Error in and restatements of our financial statements for the year ended December 31, 2018, and quarters ended

March 31, 2018, June 30, 2018, September 30, 2018, March 31, 2019, June 30, 2019, and September 30, 2019.

Please see Part I, Item

3, “Legal Proceedings.” These proceedings may result in significant expenses and the diversion of management attention

from our business.

We cannot ensure that additional litigation or other claims by shareholders will not be brought in the future

arising out of the same subject matter.

are currently ineligible to file a registration statement on Form S-3 to register the offer and sale of securities, which could

adversely affect our ability to raise future capital.

did not file our Annual Report for the year ended December 31, 2019 or our Quarterly Reports for the three months ended March

31, 2020, June 30, 2020 and September 30, 2020 within the respective timeframes required by the SEC.

However, we regained status

as a current filer when we filed our Quarterly Report for the three months ended September 30, 2020.

However, we will not be considered

a timely filer and will not be eligible to offer and sell securities using our existing shelf registration statement on Form S-3

or file a new short-form registration statement on Form S-3 to register the offer and sale of our securities until twelve full

calendar months from the date we regain status as a current filer.

If we wish to register the offer and sale of our securities

to the public prior to such time, we will be required to use the long-form registration statement, Form S-1, which may increase

both our transaction costs and the amount of time required to complete the transaction.

This may adversely affect our ability

to raise funds, if we choose to do so.

Related to COVID-19

did not file our Quarterly Reports for the three months ended March 31, 2021, June 30, 2021 and September 30, 2021, this Annual

Report on Form 10-K, our Quarterly Report on Form 10-Q for the three months ended March 31, 2022 (the “2022 Q1 Form 10-Q”) and our

Quarterly Report on Form 10-Q for the three and six months ended June 30, 2022 (the “2022 Q2 Form 10-Q”) within the timeframes

required by the SEC.

We have not yet filed the 2022 Q1 Form 10-Q or the 2022 Q2 Form 10-Q.

We will regain status as a current filer when we file the 2022 Q2 Form 10-Q and any subsequently delayed reports.

However, we will not be considered a timely filer and will not be eligible to file a short-form registration

statement on Form S-3 to register the offer and sale of our securities until twelve full calendar months from the date we regain

status as a current filer.

If we wish to register the offer and sale of our securities to the public prior to such time, we will be

required to use the long-form registration statement, Form S-1, which may increase both our transaction costs and the amount of time

required to complete the transaction.

This may adversely affect our ability to raise funds, if we choose to do so.

NYSE American exchange has suspended trading of our common stock and may delist our common stock from trading on the exchange.

If our common stock is delisted from the NYSE American exchange, our business, financial condition, results of operations, stock

price and investors’ ability to make transactions in our common stock could be adversely affected and the liquidity of our

stock and our ability to obtain financing could be impaired.

May 19, 2022, the NYSE American exchange (the “Exchange”) announced the suspension of trading of our common stock

due to non-compliance with the SEC annual and quarterly report timely filing criteria provided for in Section 1007 of the Exchange’s

Company Guide (the “Company Guide”) and announced that it was initiating proceedings to delist our common stock.

Company filed a request for review of the Exchange’s determination to initiate delisting proceedings to a Committee of the

Board of Directors of NYSE Regulation (the “Committee”).

A hearing for this review before a Listing Qualification

Panel of the Committee has been scheduled for September 7, 2022 (the “Hearing”).

The delisting action has been stayed

pending the outcome of the review although trading of our common stock on the Exchange remains suspended.

will become current with our SEC reports upon the filing of the 2022 Q1 Form 10-Q and the 2022 Q2 Form 10-Q.

The Company believes that becoming current with our SEC reports will resolve the condition that led

to NYSE American suspending trading in the Company’s common stock on the Exchange and its determination to commence

proceedings to delist the common stock from the Exchange.

The 2022 Q1 Form 10 Q and 2022 Q2 Form 10-Q will be filed as soon as practicable.

assure you that if the Company becomes current with our SEC reports before the Hearing or the outcome of the Hearing will result in

the Exchange changing its delisting determination or that our common stock will resume trading on the Exchange in the

September 17, 2021, we received notice from the Exchange indicating that the Company does not meet the continued listing standards

set forth in Part 10 of the Company Guide.

The Company is not in compliance with Section 1003(a)(i) of the Company Guide since

it has stockholders’ equity of less than $2.0 million and losses from continuing operations and/or net losses in two of

its three most recent fiscal years and Section 1003(a)(ii) of the Company Guide since it has stockholders’ equity of less

than $4.0 million and losses from continuing operations and/or net losses in three of its four most recent fiscal years.

is therefore subject to the procedures and requirements of Section 1009 of the Company Guide and was required to, and timely did,

submit a plan to the Exchange addressing how the Company intends to regain compliance with the continued listing standards by

March 17, 2023 (the “Plan”).

On November 19, 2021, we received notice from the Exchange that it accepted the Plan,

subject to periodic review, including quarterly monitoring, for compliance with the Plan.

If the Company’s common stock

is not delisted from the Exchange as a result of the Company’s delayed filings as described above and (i) the Company is

not in compliance with the continued listing standards by March 17, 2023 or (ii) the Company does not make progress consistent

with the Plan during the plan period, the Exchange staff may initiate delisting proceedings as appropriate.

delisting of our common stock from the Exchange could adversely affect our business, financial condition and results of operations

and our ability to attract new investors, reduce the price at which our common stock trades, decrease, investors’ ability

to make transactions in our common stock, decrease the liquidity of our outstanding shares, increase the transaction costs inherent

in trading such shares, and reduce our flexibility to raise additional capital with overall negative effects for our stockholders.

is currently a very limited trading market for our common stock and investors are not assured of the opportunity to make transactions

in our common stock.

Company is not current in its SEC reporting obligations with respect to its 2022 Q1 Form 10-Q and its 2022 Q2 Form 10-Q.

Companies that

are not current in their SEC reporting obligations in accordance with the provisions of Rule 15c-11 (“Rule 15c2-11”)

promulgated under the Securities Exchange Act of 1934, as amended, do not have current information publicly available and do not

meet the requirements for ongoing quoting of their securities on one of the public markets (the “OTC Markets”) operated

by the OTC Markets Group.

Effective July 15, 2022, the Company’s common stock is quoted on the OTC Markets Group’s

“Expert Market.”

Expert Market is available for unsolicited quotes only, meaning broker-dealers may use the Expert Market to publish unsolicited

quotes representing orders from retail and institutional investors who are not affiliates or insiders of the Company.

in Expert Market securities are made available to broker-dealers, institutions, and other sophisticated investors.

investors are not assured of the opportunity to purchase or sell their shares when they desire to do so or at all.

Company intends to become current with its SEC reporting obligations as soon as practicable.

anticipates that after it becomes current in its SEC reporting obligations its common stock will become eligible to be quoted

on one of the OTC Markets through the filing of a Form 211 with the Financial Industry Regulatory Authority (or reliance on OTC

Market Group’s current information designations in lieu thereof).

There can be no assurance that the Company’s common

stock will be quoted on an OTC Market or any other market or exchange or when that may occur in the future.

Related to Global Events

impact of the coronavirus (COVID-19) pandemic on our operations, supply chain, and customers has impacted and could continue to

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cash from operations could adversely affect our financial position.

We are currently considering a range of options to mitigate

such risks, including progress payments from our customers and longer payment terms with our suppliers;

however, we may not be

successful in these efforts.

The extent to which COVID-19 impacts our cash flow will determine whether we need to obtain additional

funding, which could be difficult to obtain.

Due to uncertainty related to COVID-19 and its impact on us and the aerospace industry,

and the volatility in the capital markets in general, access to financing may be reduced and we may have difficulty obtaining

financing on terms acceptable to us or at all.

We implemented several plans to mitigate such risks, including

requesting and obtaining progress payments from our customers and longer payment terms with our suppliers;

however, we may not

be successful in the future in these efforts.

The extent to which COVID-19 impacts our cash flow will determine whether we need

to obtain additional funding, which could be difficult to obtain.

Due to uncertainty related to COVID-19 and its impact on us

and the aerospace industry, and the volatility in the capital markets in general, access to financing may be reduced and we may

have difficulty obtaining financing on terms acceptable to us or at all.

extent to which COVID-19 affects our operations will depend on future developments, which are highly uncertain, including the

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the coronavirus or address its impact, among others.

For instance, the Company’s accounting staff and outside advisors have

been working modified hours and remotely due to social distancing protocols and concern over their safety and the safety of others.

Access to records, the inability to perform tasks efficiently, and IT connectivity issues, along with similar measures taken by

the Company’s outside advisors, have hindered and may continue to hinder timely preparation of our financial statements.

Additionally, even though our facility remains open, we have experienced and may continue to experience additional operating costs

due to social distancing, securing personal protective equipment, and sanitizing workspaces, worker absences, and lower productivity.

If significant portions of our workforce or our suppliers’ workforces are unable to work effectively, including because

of illness, quarantines, government actions, facility closure or other restrictions in connection with the COVID-19 pandemic,

our operations will likely be impacted.

We may be unable to perform fully on our contracts and our costs may increase as a result

of the COVID-19 outbreak.

These cost increases may not be fully recoverable or adequately covered by insurance.

In addition, the impact on our accounting staff and outside advisors may hamper our efforts to comply with our filing obligations

with the SEC.

continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to

take actions in an effort to mitigate adverse consequences.

We cannot at this time predict the future impact of the COVID-19 pandemic,

but it could have a material adverse effect on our business, financial position, results of operations and/or cash flows.

If significant portions of our workforce or our suppliers’ workforces

are unable to work effectively, including because of illness, quarantines, government actions, facility closure or other restrictions

in connection with the COVID-19 pandemic, our operations will likely be impacted.

For example, we believe that the impact

of COVID-19 on illness and absence rates, workflows and productivity at the Company and our business partners during 2020, 2021

and year-to-date 2022 has been a contributing factor to the time required for our financial statement closing processes and the

delayed filing of our SEC reports.

Further absences may cause us to be unable to perform fully on our contracts and our costs

may increase as a result of the COVID-19 outbreak.

These cost increases may not be fully recoverable or adequately

covered by insurance.

In addition, the impact on our accounting staff and outside advisors may hamper our efforts to comply with

our filing obligations with the SEC.

late 2020, we began to experience an increased rate of employees testing positive for COVID-19 and we took steps to mitigate virus

transmission within the workplace.

These steps included adding a second manufacturing shift to lessen employee density on the

manufacturing floor and to require most non-manufacturing personnel to work from home.

These measures continued into 2021.

these measures, we experienced a relatively high level of absenteeism directly or indirectly related to COVID-19.

We have taken

mitigating steps in an attempt to reduce the adverse effects of COVID-19 on our business.

For example, we have curtailed discretionary

spending and business travel, and taken other steps to preserve cash.

We have also taken action to more closely manage the flow

of materials to be more responsive to unanticipated changes in customer delivery schedules.

Since May 2021 and through the date

of this Annual Report on Form 10-K, we have experienced a decrease in the impact of COVID-19.

However, we believe that the impact

of COVID-19 on illness and absence rates, workflows and productivity at the Company and our business providers has been a contributing

factor to the time required for our financial statement closing processes and the delayed filing of our SEC reports.

Most non-manufacturing

personnel have now returned to their regular in-person work schedules and we have returned to a single day shift manufacturing

operation, although we do continue to experience employees and business partners with new COVID-19 diagnoses on an intermittent

basis and we take needed steps to mitigate these impacts on the Company’s operation as they occur.

Russian invasion of Ukraine in 2022 and the retaliatory measures imposed by the U.S., United Kingdom, European Union and other

countries and the responses of Russia to such measures have caused significant disruptions to domestic and foreign economies.

invasion of Ukraine by the Russian Federation had an immediate impact on the global economy resulting in higher prices for oil

and other commodities.

The U.S., United Kingdom, European Union and other countries responded to Russia’s invasion of Ukraine

by imposing various economic sanctions and bans.

Russia has responded with its own retaliatory measures.

These measures have impacted

the availability and price of certain raw materials and transportation costs.

The invasion and retaliatory measures also disrupted

economic markets.

The global impact of these measures is continually evolving and cannot be predicted with certainty and there

is no assurance that Russia’s invasion of Ukraine and responses thereto will not further disrupt the global economy and

supply chain.

Further, there is no assurance that even when the invasion of Ukraine ceases, that nations will not continue to

impose sanctions and bans on other nations.

these events have not interrupted our operations or materially impacted our ability to obtain raw materials, these or future developments

resulting from the invasion of Ukraine such as a cyberattack on the U.S., us or our suppliers, could make it difficult for or

increase the cost of certain raw materials and transportation costs, or make it difficult to access debt and equity capital on

attractive terms, if at all, and impact our ability to fund business activities and repay debt on a timely basis.

invasion of Ukraine may alter countries’ willingness to rely on others as the source of certain products and material.

Historically,

prime contractors and OEMs in the U.S.

A&D industry have relied upon suppliers outside the U.S.

for products and raw materials.

Russia’s invasion of Ukraine and the economic disruption resulting from retaliatory measures may cause many of these companies

to rethink these strategies and seek sources of supply within the U.S.

To the extent they do so, it could disrupt domestic markets

for raw materials and supplies, and the market for the skilled laborers we need to manufacture our products.

cannot forecast with any certainty whether the disruptions caused by the Russian invasion of Ukraine, restrictions imposed by

various governments in response thereto and resulting changes in business practices, may materially impact our business and our

consolidated financial position, results of operations, and cash flows.

acts and acts of war may seriously harm our business, results of operations and financial condition.

and global responses to actual or potential military conflicts such as Russia’s invasion of Ukraine, terrorism, perceived

nuclear, biological and chemical threats and other global political crises increase uncertainties with respect to the U.S.

other business and financial markets.

Several factors associated, directly or indirectly, with actual or potential military conflicts,

terrorism, perceived nuclear, biological and chemical and cyber threats, and other global political crises and responses thereto,

may adversely affect the mix of products purchased by defense departments in the U.S.

or other countries to platforms not serviced

A shift in defense budgets to product lines we do not produce could have a material adverse effect on our business, financial

condition and results of operations.

reading the risk factors set forth below, in each case, consider the additional uncertainties caused by global events such as

COVID-19 and the war in Ukraine and terrorist acts.

Related to Our Business

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Government, if our reputation

or relationship with individual federal agencies were impaired, whether due to the restatement and errors in the Non-Reliance

Period financial statements or otherwise, or if the U.S.

Government otherwise ceased doing business with us or significantly decreased

the amount of business it does with us, our business, prospects, financial condition and operating results would be materially

adversely affected.

or relationship with individual federal agencies were impaired, whether due to the restatements and errors in our financial statements

or otherwise, or if the U.S.

Government otherwise ceased doing business with us or significantly decreased the amount of business

it does with us, our business, prospects, financial condition and operating results would be materially adversely affected.

face risks relating to government contracts.

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In the bidding process, we face the following risks:

must bid on programs in advance of their completion, which may result in unforeseen technological

difficulties or cost overruns;

must devote substantial time and effort to prepare bids and proposals for competitively

awarded contracts that may not be awarded to us;

contracts may not generate sales sufficient to result in profitability.

we must bid on programs

in advance of their completion, which may result in unforeseen technological difficulties or cost overruns;

we must devote substantial

time and effort to prepare bids and proposals for competitively awarded contracts that may not be awarded to us;

awarded contracts

may not generate sales sufficient to result in profitability.

consolidation in the aerospace industry could adversely affect our business and financial results.

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While we believe we have positioned our Company to take advantage of opportunities to market to a broad customer base, which we

believe will reduce the potential impact of industry consolidation, we cannot assure you that industry consolidation will not

impact our business.

Consolidation among our customers may result in delays in the awarding of new contracts and losses of existing

Consolidation among our competitors may result in larger competitors with greater resources and market share, which

could adversely affect our ability to compete successfully.

Consolidation among our suppliers may result in fewer sources of supply

and increased cost to us.

believe will reduce the potential impact of industry consolidation, there can be no assurance that industry consolidation will

not impact our business.

Consolidation among our customers may result in delays in the awarding of new contracts and losses of

existing business.

Consolidation among our competitors may result in larger competitors with greater resources and market share,

which could adversely affect our ability to compete successfully.

Consolidation among our suppliers may result in fewer sources

of supply and increased cost to us.

depend upon a select base of large prime defense contractors for the majority of our revenue, which subjects us to unique risks

which may adversely affect us.

currently generate a majority of our revenues by producing products for numerous programs under contracts with three prime defense

contractors to the U.S.

These significant customers – Northrop Grumman, Lockheed Martin and Raytheon –

constituted approximately 32%, 22% and 19%, respectively of our 2021 revenue.

Our revenues from these customers are diversified

over a number of different aerospace and defense products, programs and subsidiaries within these customers, however, any significant

change in production rates by any of these customers would have a material effect on our results of operations and cash flows.

There is no assurance that our current significant customers will continue to buy products from us at current levels, that we

will retain any or all of our existing significant customers, or that we will be able to form new relationships with other customers

upon the loss of one or more of our existing significant customers.

are subject to strict governmental regulations relating to the environment, which could result in fines and remediation expense

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use estimates when accounting for contracts.

Changes in estimates may effect our profitability and our overall financial position.

Changes in estimates may affect our profitability and our overall financial position.

primarily recognize revenue from our contracts over the contractual period pursuant to ASC 606.

Pursuant to ASC 606,

revenue and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total

estimated costs at the completion of the contract.

Recognized revenues that will not be billed under the terms of the contract

until a later date are recorded on our consolidated balance sheet as an asset captioned “Contract assets.” Contracts

where billings to date have exceeded recognized revenues are recorded on our consolidated balance sheet as a liability captioned

“Contract liabilities.” Changes to the original estimates may be required during the term of the contract.

are reviewed quarterly and the effect of any change in the estimated gross margin percentage for a contract is reflected in the

consolidated financial statements in the period the change becomes known.

ASC 606 requires the use of considerable estimates

in determining revenues and profits and in assigning the amounts to accounting periods.

As a result, there can be a significant

disparity between earnings (both for accounting and taxes) as reported and actual cash received by us during any reporting period.

Pursuant to ASC 606, revenue and

gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs

at the completion of the contract.

Recognized revenues that will not be billed under the terms of the contract until a later date

are recorded on our consolidated balance sheet as an asset captioned “Contract assets.” Contracts where billings to

date have exceeded recognized revenues are recorded on our consolidated balance sheet as a liability captioned “Contract

liabilities.” Changes to the original estimates may be required during the term of the contract.

Estimates are reviewed

quarterly and the effect of any change in the estimated gross margin percentage for a contract is reflected in the consolidated

financial statements in the period the change becomes known.

ASC 606 requires the use of considerable estimates in determining

revenues and profits and in assigning the amounts to accounting periods.

As a result, there can be a significant disparity between

earnings (both for accounting and taxes) as reported and actual cash received by us during any reporting period.

continually evaluate all of the issues related to the assumptions, risks and uncertainties inherent with the application of ASC

however, there is no assurance that our estimates will be accurate.

If our estimates are not accurate or a contract

is terminated, we will be forced to adjust revenue in later periods.

Furthermore, even if our estimates are accurate, we may have

a shortfall in our cash flow and we may need to borrow money to pay for costs until the reported earnings materialize to actual

cash receipts.

If our estimates are not accurate or a contract is terminated,

we will be forced to adjust revenue in later periods.

Furthermore, even if our estimates are accurate, we may have a shortfall

in our cash flow and we may need to borrow money to pay for costs until the reported earnings materialize to actual cash receipts.

the contracts associated with our backlog were terminated, our financial condition and results of operations would be adversely

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persons may adversely affect our production operations and other aspects of our business.

are subject to intense competition for the skilled technicians necessary to manufacture our products.

are subject to intense competition for the services of skilled technicians necessary to manufacture our products and those of

other companies in the A&D industry.

The demand for these individuals may increase as other manufacturers seek to bring to

manufacturing processes currently outsourced overseas.

economy undergoes a period of inflation, our labor

costs may increase which could have a material adverse effect on our business, financial condition and results of operations.

are subject to the cyclical nature of the commercial aerospace industry, and any future downturn in the commercial aerospace industry

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If our working capital needs exceed our cash flows from operations, we would look to our cash

balances and availability for borrowings under the BankUnited Facility to satisfy those needs, as well as potential sources of

additional capital, which may not be available on satisfactory terms and in adequate amounts, if at all.

balances and availability for borrowings under the BankUnited credit facility to satisfy those needs, as well as potential sources

of additional capital, which may not be available on satisfactory terms and in adequate amounts, if at all.

incur risks associated with new programs.

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also carries risk associated with the transfer of technology, knowledge and tooling.

order to perform on new programs, we may be required to expend up-front costs which may not have been negotiated in our

selling price.

Additionally, we may have made margin assumptions related to those costs, that in the case of significant

program delays and/or program cancellations, or if we are not successful in negotiating favorable margin on scope changes,

could cause us to experience margin degradation which may be material, for costs that are not

Such charges and the loss of up-front costs could have a material adverse impact on our liquidity.

order to perform on new programs, we may be required to expend up-front costs which may not have been negotiated in our selling

Additionally, we may have made margin assumptions related to those costs, that in the case of significant program delays

and/or program cancellations, or if we are not successful in negotiating favorable margin on scope changes, could cause us to

experience margin degradation which may be material, for costs that are not recoverable.

Such charges and the loss of up-front

costs could have a material adverse impact on our liquidity.

are presently classified as a small business and the loss of our small business status may adversely affect our ability to compete

for government contracts.

are presently classified as a small business under certain of the codes under the North American Industry Classification Systems

(“NAICS”) industry and product specific codes that are regulated in the United States by the Small Business Administration.

We are not considered a small business under all NAICS codes.

While we do not presently derive a substantial portion of our business

from contracts that are set-aside for small businesses, we are able to bid on small business set-aside contracts as well as contracts

that are open to non-small business entities.

As the NAICS codes are periodically revised, it is possible that we may lose our

status as a small business.

The loss of small business status would adversely affect our eligibility for special small business

programs and limit our ability to collaborate with other business entities which are seeking to team with small business entities

as may be required under a specific contract.

are presently classified as a small business under the North American Industry Classification Systems (“NAICS”) industry

and product specific codes that are regulated in the U.S.

by the Small Business Administration.

We are not considered a small

business under all NAICS codes.

While we do not presently derive a substantial portion of our business from contracts that are

set-aside for small businesses, we are able to bid on small business set-aside contracts as well as contracts that are open to

non-small business entities.

As the NAICS codes are periodically revised, it is possible that we may lose our status as a small

The loss of small business status would adversely affect our eligibility for special small business programs and limit

our ability to collaborate with other business entities which are seeking to team with small business entities as may be required

under a specific contract.

security attacks, internal system or service failures may adversely impact our business and operations.

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information related to us or our products, customers or suppliers, or other acts that could lead to disruptions in our business.

The COVID-19 pandemic has forced many of our non-manufacturing employees to shift to work-from-home arrangements, which increases

our vulnerability to email phishing, social engineering or “hacking” through our remote networks, and similar cyber-attacks

aimed at employees working remotely.

Because the techniques used by cyber-attackers to access or sabotage networks change frequently

and may not be recognized until launched against a target, we may be unable to anticipate these tactics.

Any such failures to

prevent or mitigate cyber-attacks could cause loss of data and interruptions or delays in our business, cause us to incur remediation

costs or subject us to claims and damage our reputation.

In addition, the failure or disruption of our communications or utilities

could cause us to interrupt or suspend our operations or otherwise adversely affect our business.

Although we utilize various

procedures and controls to monitor and mitigate the risk of these threats, including contracting with an outside cyber security

firm to provide constant monitoring of our systems, and training our employees to recognize attacks, there can be no assurance

that these procedures and controls will be sufficient.

Our property and business interruption insurance may be inadequate to compensate

us for all losses that may occur as a result of any system or operational failure or disruption which would adversely affect our

business, results of operations and financial condition.

Moreover, expenditures incurred in implementing cyber security and other

procedures and controls could adversely affect our results of operations and financial condition.

The COVID-19 pandemic has forced many of our non-manufacturing employees to shift to work-from-home arrangements at times, which

increases our vulnerability to email phishing, social engineering or “hacking” through our remote networks, and similar

cyber-attacks aimed at employees working remotely.

Because the techniques used by cyber-attackers to access or sabotage networks

change frequently and may not be recognized until launched against a target, we may be unable to anticipate these tactics.

such failures to prevent or mitigate cyber-attacks could cause loss of data and interruptions or delays in our business, cause

us to incur remediation costs or subject us to claims and damage our reputation.

In addition, the failure or disruption of our

communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely affect our business.

Although we utilize various procedures and controls to monitor and mitigate the risk of these threats, including contracting with

an outside cyber security firm to provide constant monitoring of our systems, and training our employees to recognize attacks,

there can be no assurance that these procedures and controls will be sufficient.

Our property and business interruption insurance

may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption

which would adversely affect our business, results of operations and financial condition.

Moreover, expenditures incurred in implementing

cyber security and other procedures and controls could adversely affect our results of operations and financial condition.

financial results may be adversely impacted by the failure to successfully execute or integrate acquisitions and joint ventures.

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Our NOLs arising in 2018, 2019 and 2020 can generally be carried back five years, carried forward indefinitely and can

offset 100% of future taxable income for tax years before January 1, 2021 and up to 80% of future taxable income for tax years

after December 31, 2020.

Any NOLs arising on or after January 1, 2021, cannot be carried back, can generally be carried forward

indefinitely and can offset up to 80% of future taxable income.

offset 100% of taxable income for tax years before January 1, 2021 and up to 80% of taxable income for tax years after December

Any NOLs arising on or after January 1, 2021, cannot be carried back, can generally be carried forward indefinitely

and can offset up to 80% of future taxable income.

ability to fully recognize the benefits from our NOLs is dependent upon our ability to generate sufficient income prior to their

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future may trigger an ownership change under Section 382 which could significantly limit our ability to utilize our tax benefits.

our common stock is delisted from the NYSE American exchange, our business, financial condition, results of operations and stock

price could be adversely affected, and the liquidity of our stock and our ability to obtain financing could be impaired.

There can be no assurance that we will maintain such compliance or that we will not be delinquent in the future.

Any such further

delinquency could result in the delisting of our common stock from the NYSE American exchange, which would adversely affect our

ability to attract new investors, decrease the liquidity of our outstanding shares of common stock, reduce our flexibility to

raise additional capital, reduce the price at which our common stock trades, and increase the transaction costs inherent in trading

such shares with overall negative effects for our stockholders.

we do not meet the standards for forgiveness of our PPP Loan, we may be required to repay the loan over a period of two years.

April 10, 2020, we entered into a loan with BNB Bank as the lender (“Lender”) in an aggregate principal amount of

$4,795,000 (“PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic

Security (“CARES”) Act.

The PPP Loan is evidenced by a promissory note (“Note”).

Subject to the terms

of the Note, the PPP Loan bears interest at a fixed rate of one percent (1%) per annum, with the first six months of interest

deferred, has an initial term of two years, and is unsecured and guaranteed by the Small Business Administration.

has applied to the Lender for full forgiveness of the PPP Loan, with the amount which may be forgiven calculated in accordance

with the terms of the CARES Act, as modified by the Paycheck Protection Flexibility Act.

While we expect to meet the standards

for full forgiveness of the PPP Loan, there can be no assurance that we will receive full forgiveness.

STAFF COMMENTS

scrutiny from investors, lenders, and other market participants regarding our environmental, social, and governance, or sustainability

responsibilities could expose us to additional costs and adversely impact our liquidity, results of operations, reputation, employee

retention, and stock price.

is an increasing focus from certain investors, customers, and other key stakeholders concerning corporate responsibility, specifically

related to environmental, social, and governance (“ESG”) factors.

Some investors may use ESG criteria to guide their

investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibilities

are inadequate.

ESG factors by which companies’ corporate responsibility practices are assessed may change.

This could result in greater

expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.

If we are unable to satisfy the

new corporate responsibility criteria, investors may view our policies related to corporate responsibility as inadequate.

damage to our reputation in the event our corporate responsibility procedures or goals do not meet the standards or goals set

by various constituencies.

In addition, if our competitors’ corporate responsibility performance is perceived to be greater

than ours, potential or current investors may elect to invest in our competitors instead.

Further, in the event we communicate

certain initiatives or goals related to ESG, we could fail, or be perceived to have failed, in our achievement of such initiatives

If we fail to satisfy the expectations of investors and other key stakeholders, or our initiatives are not executed

as planned, our reputation, employee retention, and willingness of our customers and suppliers to do business with us, financial

results, and stock price could be materially and adversely affected.

Related to Our Indebtedness and Liquidity

obtained amendments to and received waivers of and consents to non-compliance with certain covenants under our credit facility

with BankUnited and there can be no assurance that we will not fall out of compliance with our covenants in the future.

Company was not in compliance with certain financial covenants under its credit facility (the “BankUnited Facility”

or the “Credit Agreement”) with BankUnited, N.A.

(“BankUnited”) for the year ended December 31, 2020,the

quarter ended March 31, 2021, the year ended December 31, 2021 and the quarter ended March 31, 2022, and financial statement submission

covenants for the year ended December 31, 2020, the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, the

year ended December 31, 2021 and the quarters ended March 31, 2022 and June 30, 2022 and obtained amendments to and received waivers of and consents to the non-compliance, as described

in more detail in Note 8 to our consolidated financial statements included in Part II Item 8 of this Annual Report on Form 10-K.

There can be no assurance that we will be in compliance with our covenants in the future or that BankUnited will grant further

waivers if we fall out of compliance or consents to future non-compliance.

If we fall out of compliance with our banking covenants,

BankUnited may declare a default under the BankUnited Facility and, among other remedies, could declare the full amount of the

BankUnited Facility immediately due and payable and could foreclose against our collateral.

If this were to occur, we may

be unable to secure outside financing, if needed, to fund ongoing operations and for other capital needs.

Any sources of financing

that may be available to us could also be at higher costs and require us to satisfy more restrictive covenants, which could limit

or restrict our operations, cash flows and earnings.

We cannot ensure that additional financing would be available to us, or be

sufficient or available on satisfactory terms.

capital requirements, liquidity and financial condition raise significant risk as to our ability to continue as a going concern .

working capital requirements can vary significantly, depending in part on the timing of the conclusion of mature programs and

new program awards and the payment terms with our customers and suppliers.

There is currently no availability for borrowings under

our credit facility (the “BankUnited Facility”) and the Company finances its operations from internally generated

Note 8 to our consolidated financial statements included in Part II - Item 8 includes a discussion regarding the BankUnited

Facility and recent amendments thereto which provide, among other things, for increases in principal payments and the interest

rate on the loans provided for therein.

Also, the Company currently has a shareholders’ deficit and has experienced losses from

operations and negative cash flows from operations in prior periods.

These factors collectively represent significant risk to

the Company’s ability to continue to operate as a going concern and management has assessed these risks.

Based upon this

assessment and the execution of the plans described in Part II Item 7 - Management’s Discussion and Analysis of Financial

Condition and Results of Operations - Business Outlook - Liquidity , it is management’s estimation that there will likely

not be any individual conditions or combination of events that will occur in the coming year which would cause the Company to

be unable to meet its obligations or otherwise continue as a going concern.

However, we cannot ensure that such plans will accomplish

their intended goals.

consolidated financial statements have been prepared assuming we will continue to operate as a going concern, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

If we become unable to continue

as a going concern, we may have to liquidate our assets and the values we receive for our assets in liquidation or dissolution

could be significantly lower than the values reflected in our consolidated financial statements.

UNRESOLVED STAFF

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