What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2021-03-30 compared with 2020-04-13 · 257 added, 242 removed, 442 unchanged (53% of the section changed)

50 unchanged sentences

may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

pandemic, epidemic or outbreak of an infectious disease in the United States, Israel or elsewhere may adversely affect our business.

a pandemic, epidemic or outbreak of an infectious disease occurs in the United States, Israel or elsewhere, our business

may be adversely affected.

In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China.

virus continues to spread globally and, as of March 2020, has spread to over 100 countries, including the United States and Israel.

The spread of COVID-19 from China to other countries has resulted in the World Health Organization declaring the outbreak of COVID-19

as a “pandemic,”

or a worldwide spread of a new disease, on March 11, 2020.

Many countries around the world have imposed

quarantines and restrictions on travel and mass gatherings to slow the spread of the virus.

On March 10, 2020, the Government

of Israel announced that effective Thursday, March 12, 2020, at 20:00 (Israel time) foreign travelers arriving from any country

will be required to remain in home quarantine until 14 days have passed since the date of entry into Israel;

non-Israeli residents

will be required to prove they have the means to self-quarantine before being allowed entry into Israel and, in addition, non-Israeli

residents or citizens traveling from certain countries may be denied entry into Israel.

In addition, the Ministry of Health in

the State of Israel issued guidelines on March 11, 2020 recommending people avoid gatherings in one space and providing that no

gathering of more than 100 people should be held under any circumstances.

Employers (including us) are also required to prepare

and increase as much as possible the capacity and arrangement for employees to work remotely.

In addition, on March 11, 2020,

the President of the United States issued a proclamation to restrict travel to the United States from foreign nationals who have

recently been in certain European countries.

We are still assessing the effect on our business, from the spread of COVID-19 and

the actions implemented by the governments of the State of Israel, the United States and elsewhere across the globe.

spread of an infectious disease, including COVID-19, may also result in the inability of our manufacturers to deliver components

or finished products on a timely basis and may also result in the inability of our suppliers to deliver the parts required by

our manufacturers to complete manufacturing of components or finished products.

In addition, governments may divert spending from

other budgeted resources as they seek to reduce and/or stop the spread of an infectious disease, such as COVID-19.

may result in a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect

our business, financial condition and results of operations.

The extent to which COVID-19 impacts our business will depend on

future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning

the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

may face business disruption and related risks resulting from the COVID-19 pandemic, which may have a material adverse effect

on our business and results of operations.

operations and business may have been disrupted and potentially adversely affected by COVID-19.

The pandemic has caused states

of emergency to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions

and various institutions and companies being closed.

COVID-19 has also adversely affect our ability to conduct our business effectively

due to disruptions to our capabilities, availability and productivity of personnel, while we simultaneously attempt to comply

with rapidly changing restrictions, such as travel restrictions, curfews and others.

In particular, on January 24, 2021, the Government

of Israel announced that effective January 26, 2021 non-Israeli residents or citizens, except for non-nationals whose lives are

based in Israel, are not allowed to enter Israel, and the number of Israeli citizens permitted to enter the country per day will

be capped at 3,000.

In addition, the Ministry of Health in the State of Israel issued guidelines on March 11, 2020, which were

most recently updated in March 2021, recommending people avoid gatherings in one space and providing that no gathering of more

than 20 people should be held under any circumstances.

(including us) are also required to prepare and increase as much as possible the capacity and arrangement for employees to work

In addition, on January 25, 2021, the President of the United States issued a proclamation to restrict travel to the

United States from foreign nationals who have recently been in China, Iran, South Africa, and certain European and Latin America

Although to date these restrictions have not impacted our operations, the effect on our business, from the spread of

COVID-19 and the actions implemented by the governments of the State of Israel, the United States and elsewhere across the globe,

may worsen over time.

spread of COVID-19 may also result in the inability of our manufacturers to deliver components or finished products on a timely

basis and may also result in the inability of our suppliers to deliver the parts required by our manufacturers to complete manufacturing

of components or finished products.

In addition, governments may divert spending from other budgeted resources as they seek to

reduce and/or stop the spread of COVID-19.

Such events may result in a period of business and manufacturing disruption, and in

reduced operations, any of which could materially affect our business, financial condition and results of operations.

to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted,

including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its

impact, among others.

We are actively monitoring the pandemic and we are taking any necessary measures to respond to the situation

in cooperation with the various stakeholders.

have inadequate capital and need for additional financing to accomplish our business and strategic plans.

69 unchanged sentences

(See “Risks Related to Israeli Law and Our Operations in Israel”

operate in a competitive industry .

we believe that we are the only developer and manufacturer of UASs capable of pinpoint accurate firing of light weapons, the UAS

market generally in which we participate is highly competitive and becoming more so.

This market is also characterized by rapid

and innovative technological change.

If we are unable to improve existing systems and products and develop new systems and technologies

in order to meet evolving customer demands, our business could be adversely affected.

In addition, our competitors could introduce

new products with innovative capabilities, which could adversely affect our business.

We compete with many large and mid-tier

defense companies on the basis of system performance, cost, overall value, delivery and reputation.

Many of these competitors

are larger and have greater resources than us, and therefore may be better positioned to take advantage of economies of scale

and develop new technologies.

may experience production delays if suppliers fail to make compliant or timely deliveries .

5 unchanged sentences

have a material adverse effect on our operating results.

problems in our products could impair our financial results and give rise to potential product liability claims.

there are defects in the design, production or testing of our products and systems, we could face substantial repair, replacement

or service costs, potential liability and damage to our reputation.

Defects or malfunctioning of our products, if they were to

occur, would likely result in significant damage and loss of life.

We may not be able to obtain product liability or other insurance

to fully cover such risks, and our efforts to implement appropriate design, testing and manufacturing processes for our products

or systems may not be sufficient to prevent such occurrences, which could have a material adverse effect on our business, results

of operations and financial condition.

business depends on proprietary technology that may be infringed .

of our systems and products depend on our proprietary technology for their success.

Like other technology-oriented companies,

we rely on a combination of trade secrets, copyrights and trademarks, together with non-disclosure agreements, confidentiality

provisions in sales, procurement, employment and other agreements and technical measures to establish and protect proprietary

rights in our products.

While we are in the process of seeking patents for our technology, there is no guarantee that such patents

will be granted.

Our ability to successfully protect our technology may be limited because:

● intellectual

property laws in certain jurisdictions may be relatively ineffective;

detecting infringements and enforcing

proprietary rights may divert management’s attention and company resources;

contractual measures such as non-disclosure

agreements and confidentiality provisions may afford only limited protection;

any patents we may receive will expire,

thus providing competitors access to the applicable technology;

competitors may independently develop

products that are substantially equivalent or superior to our products or circumvent our intellectual property rights;

competitors may register patents in technologies relevant to

our business areas;

addition, various parties may assert infringement claims against us.

The cost of defending against infringement claims could be

significant, regardless of whether the claims are valid.

If we are not successful in defending such claims, we may be prevented

from the use or sale of certain of our products, or liable for damages and required to obtain licenses, which may not be available

on reasonable terms, any of which may have a material adverse impact on our business, results of operation or financial condition.

product liability claims could adversely affect our future earnings and financial condition.

face an inherent business risk of exposure to product liability claims in the event that the use of our products results in adverse

We may not be able to maintain adequate levels of insurance for these liabilities at reasonable cost and/or reasonable

Excessive insurance costs or uninsured claims would add to our future operating expenses and adversely affect our

financial condition.

rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire additional qualified personnel,

we may not be able to grow effectively.

performance is largely dependent on the talents and efforts of highly skilled individuals.

Our future success depends on our continuing

ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization.

Our continued

ability to compete effectively depends on our ability to retain and motivate existing employees.

Due to our reliance upon skilled

laborers, the failure to attract, integrate, motivate, and retain current and/or additional key employees could have a material

adverse effect on our business, operating results and financial condition.

We do not maintain key person life insurance for any

of our employees.

we fail to manage growth or to prepare for product scalability effectively, it could have an adverse effect on our employee efficiency,

17 unchanged sentences

required by our existing and potential customers.

management team may not be able to successfully implement our business strategies.

our management team is unable to execute on its business strategies, then our development, including the establishment of revenues

and our sales and marketing activities would be materially and adversely affected.

In addition, we may encounter difficulties

in effectively managing the budgeting, forecasting and other process control issues presented by any future growth.

to augment or replace members of our management team or we may lose key members of our management team, and we may not be able

to attract new management talent with sufficient skill and experience.

disruptions of our information technology systems or breaches of our data security could adversely affect our business.

significant invasion, interruption, destruction or breakdown of our information technology systems and/or infrastructure by persons

with authorized or unauthorized access could negatively impact our business and operations.

We could also experience business

interruption, information theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data

leakage either internally or at our third party providers.

Our systems have been, and are expected to continue to be, the target

of malware and other cyber-attacks.

Although we have invested in measures to reduce these risks, we cannot assure that these measures

will be successful in preventing compromise and/or disruption of our information technology systems and related data.

have applied for a patent for certain of our key technologies and may apply for additional patents in the future.

112 unchanged sentences

in the best interests of the Company.

additional details concerning beneficial ownership of our securities, please refer to the section below entitled “Post-Share

Exchange Beneficial Ownership of the Company’s Common Stock”

and with respect to voting power, please refer to the

section below entitled “Description of Securities.”

is a substantial lack of liquidity of our common stock and volatility risks.

common stock is traded on the over-the-counter market with quotations published on the OTC Pink Market under the symbol “USDR.”

The trading volume of our common stock historically has been limited and sporadic, and the stock prices have been volatile.

a result of the limited and sporadic trading activity, the quoted price for our common stock on the over-the-counter market is

not necessarily a reliable indicator of its fair market value.

The price at which our common stock will trade in the future may

be highly volatile and may fluctuate as a result of a number of factors, including, without limitation, any potential business

combination that we announce, as well as the number of shares available for sale in the market.

common stock is traded on the over-the-counter market with quotations published on the OTC Markets Group, Inc.’s OTCQB

tier Venture Market, under the symbol “USDR.”

The trading volume of our common stock historically has been limited

and sporadic, and the stock prices have been volatile.

As a result of the limited and sporadic trading activity, the quoted price

for our common stock on the over-the-counter market is not necessarily a reliable indicator of its fair market value.

at which our common stock will trade in the future may be highly volatile and may fluctuate as a result of a number of factors,

including, without limitation, any potential business combination that we announce, as well as the number of shares available

for sale in the market.

trading volume of our common stock may be limited and sporadic.

10 unchanged sentences

As a result of such trading activity, the quoted price for our common stock

on the OTC Pink Market may not necessarily be a reliable indicator of our fair market value.

In addition, if our shares of

common stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the

market value of, our common stock and as a result, the market value of our common stock likely would decline.

on the OTCQB may not necessarily be a reliable indicator of our fair market value.

In addition, if our shares of common stock

cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value

of, our common stock and as a result, the market value of our common stock likely would decline.

factors that could have a similar impact include, but are not limited to:

30 unchanged sentences

affecting our industry;

additions or departures of key personnel.

additions or departures

of key personnel.

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

24 unchanged sentences

or other developments affecting the Company’s competitors.

In addition, the OTC Pink Market is subject to extreme price

and volume fluctuations in general.

This volatility has had a significant effect on the market price of securities issued

by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

In addition, the OTCQB is subject to extreme price and volume

fluctuations in general.

This volatility has had a significant effect on the market price of securities issued by many companies

for reasons unrelated to their operating performance and could have the same effect on our common stock.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated

2 unchanged sentences

the market price of our common stock.

decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to

continue operations.

prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction

in our ability to raise capital.

A decline in the price of our common stock could be especially detrimental to our liquidity

and our operations.

Such reductions may force us to reallocate funds from other planned uses and may have a significant negative

effect on our business plan and operations, including our ability to develop new services and continue our current operations.

our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds

from operations sufficient to meet our obligations.

If we are unable to raise sufficient capital in the future, we may not

be able to have the resources to continue our normal operations.

of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your

11 unchanged sentences

outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the

four calendar week rule does not apply to companies quoted on the OTC Pink Market).

A sale under Rule 144 or under any other

exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have

a depressive effect upon the price of our shares of common stock in any active market that may develop.

four calendar week rule does not apply to companies quoted on the OTCQB).

A sale under Rule 144 or under any other exemption

from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive

effect upon the price of our shares of common stock in any active market that may develop.

securities issued in connection with the Share Exchange are restricted securities and may not be transferred in the absence of

17 unchanged sentences

there is no assurance with respect to the amount of any such dividend.

requirements of being a public company may strain our resources and distract management.

a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act.

These requirements

are extensive.

The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial

The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls

over financial reporting.

may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate

governance requirements.

We expect all of these applicable rules and regulations to significantly increase our legal and

financial compliance costs and to make some activities more time consuming and costly.

This may divert management’s

attention from other business concerns, which could have a material adverse effect on our business, financial condition and results

of operations.

We also expect that these applicable rules and regulations may make it more difficult and more expensive for

us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur

substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract

and retain qualified individuals to serve on our board of directors or as executive officers.

We are currently evaluating and

monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur

or the timing of such costs.

changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect

reported results of operations.

change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting

of transactions completed before the change is effective.

New accounting pronouncements and varying interpretations of accounting

pronouncements have occurred and may occur in the future.

Changes to existing rules or the questioning of current practices

may adversely affect our reported financial results or the way we conduct business.

rules may make buying or selling our common stock difficult.

32 unchanged sentences

Accordingly, political, economic and military conditions in Israel may directly affect our business.

Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring

Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners

could adversely affect our operations and results of operations.

During November 2012, July 2014 and as recently as November 2019,

Israel was engaged in an armed conflict with militia groups, one of which is a political party who control the Gaza Strip.

addition, recent political uprisings and conflicts in various countries in the Middle East, including Egypt and Syria, are affecting

the political stability of those countries.

It is not clear how this instability will develop and how it will affect the political

and security situation in the Middle East.

This instability has raised concerns regarding security in the region and the potential

for armed conflict.

In addition, it is widely believed that Iran, which has previously threatened to attack Israel, has been increasing

efforts to achieve nuclear capability.

Iran is also believed to have a strong influence among extremist groups in the region,

such as Hamas in Gaza and Hezbollah in Lebanon.

Additionally, the Islamic State of Iraq and Levant (“ISIL”) a violent

jihadist group, is involved in hostilities in Iraq and Syria and has been growing in influence.

Although ISIL’s activities

have not directly affected the political and economic conditions in Israel, ISIL’s stated purpose is to take control of

the Middle East, including Israel.

The tension between Israel and Iran and/or these groups may escalate in the future and turn

violent, which could affect the Israeli economy in general and us in particular.

Any potential future conflict could also include

missile strikes against parts of Israel, including our offices and facilities.

Any armed conflicts, terrorist activities or political

instability in the region could adversely affect business conditions, could harm our results of operations and could make it more

difficult for us to raise capital.

Parties with whom we do business may sometimes decline to travel to Israel during periods of

heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners

face to face.

Any armed conflicts, political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption

or curtailment of trade between Israel and its present trading partners could affect adversely our operations.

Ongoing and revived

hostilities in the Middle East or other Israeli political or economic factors, could harm our operations and solution development

and cause any future sales to decrease.

addition, instability in the region may lead to deterioration in the political and trade relationships that exist between the

State of Israel and certain other countries.

Any armed conflicts, terrorist activities or political instability in the region

could adversely affect business conditions, could harm our results of operations and could make it more difficult for us to raise

Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension,

forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.

Several countries,

principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may

impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the

region continues or increases.

Similarly, Israeli companies are limited in conducting business with entities from several countries.

For instance, in 2008, the Israeli legislature passed a law forbidding any investments in entities that transact business with

In addition, the political and security situation in Israel may result in parties with whom we have agreements involving

1 unchanged sentence

majeure provisions in such agreements.

commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the

Although the Israeli government has in the past covered the reinstatement value of certain damages that were caused

by terrorist attacks or acts of war, we cannot assure that this government coverage will be maintained or, if maintained, will

be sufficient to compensate us fully for damages incurred.

Any losses or damages incurred by us could have a material adverse

effect on our business.

Any armed conflicts or political instability in the region would likely negatively affect business conditions

generally and could harm our results of operations.

commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.

Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of

war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages.

Any losses or damages incurred by us could have a material adverse effect on our business.

Any armed conflicts or political instability

in the region would likely negatively affect business conditions and could harm our results of operations.

in the past, the State of Israel and Israeli companies have been subjected to economic boycotts.

3 unchanged sentences

our operating results, financial conditions or the expansion of our business.

A campaign of boycotts, divestment and sanctions

has been undertaken against Israel, which could also adversely impact our business.

addition, Israel is experiencing a level of unprecedented political instability.

The Israeli government has been in a transitionary

phase since December 2018, when the Israeli Parliament, or the Knesset, first resolved to dissolve itself and call for new general

Since then, Israel held general elections four times –

in April and September of 2019, in March of 2020 and in

March of 2021.

The Knesset has not passed a budget for the year 2021, and certain government ministries, which may be critical

to the operation of our business, are without necessary resources and may not receive sufficient funding moving forward.

event that the current political stalemate is not resolved during 2021, our ability to conduct our business effectively may be

adversely affected.

many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year

until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the

event of a military conflict, may be called to active duty.

In response to increases in terrorist activity, there have been periods

of significant call-ups of military reservists.

It is possible that there will be military reserve duty call-ups in the future.

Our operations could be disrupted by such call-ups, which may include the call-up of members of our management.

Such disruption

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

operations are subject to currency and interest rate fluctuations.

15 unchanged sentences

All of our assets and most of the assets of these persons are located in Israel.

a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S.

federal securities laws, may not be collectible in the United States and may not necessarily be enforced by an Israeli court.

It also may be difficult to affect service of process on these persons in the United States or to assert U.S.

securities law claims

in original actions instituted in Israel.

Additionally, it may be difficult for an investor, or any other person or entity, to

initiate an action with respect to United States securities laws in Israel.

Israeli courts may refuse to hear a claim based on

an alleged violation of United States securities laws reasoning that Israel is not the most appropriate forum in which to bring

such a claim.

In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not United States

of process upon us or our non-U.S.

resident directors and officers and enforcement of judgments obtained in the United States

against us or our non-U.S.

our directors and executive officers may be difficult to obtain within the United States.

informed by our legal counsel in Israel that it may be difficult to assert claims under U.S.

securities laws in original actions

instituted in Israel, or obtain a judgment based on the civil liability provisions of U.S.

federal securities laws.

Israeli courts

may refuse to hear a claim based on a violation of U.S.

securities laws against us or our non-U.S.

officers and directors because

Israel may not be the most appropriate forum to bring such a claim.

In addition, even if an Israeli court agrees to hear a claim,

it may determine that Israeli law and not U.S.

law is applicable to the claim.

If United States law is found to be applicable, the content of applicable United States law must

be proven as a fact by expert witnesses, which can be a time consuming and costly process.

Certain matters of procedure will also

be governed by Israeli law.

There is little binding case law in Israel that addresses the matters described above.

of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded

by either a United States or foreign court.

law is found to be applicable, the content

of applicable U.S.

law must be proved as a fact, which can be a time-consuming and costly process.

Certain matters of procedure

will also be governed by Israeli law.

There is little binding case law in Israel addressing the matters described above.

courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against

us or our non-U.S.

officers and directors.

an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement

of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security

of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid

judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties

was pending before a court or tribunal in Israel at the time the foreign action was brought.

operations may be disrupted as a result of the obligation of management or key personnel to perform military service.

9 unchanged sentences

Such disruption could materially adversely affect our business and

operate in a competitive industry .

we believe that we are the only developer and manufacturer of UASs capable of pinpoint accurate firing of light weapons, the UAS

market generally in which we participate is highly competitive and becoming more so.

This market is also characterized by rapid

and innovative technological change.

If we are unable to improve existing systems and products and develop new systems and technologies

in order to meet evolving customer demands, our business could be adversely affected.

In addition, our competitors could introduce

new products with innovative capabilities, which could adversely affect our business.

We compete with many large and mid-tier

defense companies on the basis of system performance, cost, overall value, delivery and reputation.

Many of these competitors

are larger and have greater resources than us, and therefore may be better positioned to take advantage of economies of scale

and develop new technologies.

problems in our products could impair our financial results and give rise to potential product liability claims.

there are defects in the design, production or testing of our products and systems, we could face substantial repair, replacement

or service costs, potential liability and damage to our reputation.

Defects or malfunctioning of our products, if they were to

occur, would likely result in significant damage and loss of life.

We may not be able to obtain product liability or other insurance

to fully cover such risks, and our efforts to implement appropriate design, testing and manufacturing processes for our products

or systems may not be sufficient to prevent such occurrences, which could have a material adverse effect on our business, results

of operations and financial condition.

business depends on proprietary technology that may be infringed .

of our systems and products depend on our proprietary technology for their success.

Like other technology-oriented companies,

we rely on a combination of trade secrets, copyrights and trademarks, together with non-disclosure agreements, confidentiality

provisions in sales, procurement, employment and other agreements and technical measures to establish and protect proprietary

rights in our products.

While we are in the process of seeking patents for our technology, there is no guarantee that such patents

will be granted.

Our ability to successfully protect our technology may be limited because:

intellectual property

laws in certain jurisdictions may be relatively ineffective;

detecting infringements

and enforcing proprietary rights may divert management’s attention and company resources;

contractual measures

such as non-disclosure agreements and confidentiality provisions may afford only limited protection;

any patents we may

receive will expire, thus providing competitors access to the applicable technology;

competitors may

independently develop products that are substantially equivalent or superior to our products or circumvent our intellectual

property rights;

competitors may

addition, various parties may assert infringement claims against us.

The cost of defending against infringement claims could be

significant, regardless of whether the claims are valid.

If we are not successful in defending such claims, we may be prevented

from the use or sale of certain of our products, or liable for damages and required to obtain licenses, which may not be available

on reasonable terms, any of which may have a material adverse impact on our business, results of operation or financial condition.

product liability claims could adversely affect our future earnings and financial condition.

face an inherent business risk of exposure to product liability claims in the event that the use of our products results in adverse

We may not be able to maintain adequate levels of insurance for these liabilities at reasonable cost and/or reasonable

Excessive insurance costs or uninsured claims would add to our future operating expenses and adversely affect our

financial condition.

rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire additional qualified personnel,

we may not be able to grow effectively.

performance is largely dependent on the talents and efforts of highly skilled individuals.

Our future success depends on our continuing

ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization.

Our continued

ability to compete effectively depends on our ability to retain and motivate existing employees.

Due to our reliance upon skilled

laborers, the failure to attract, integrate, motivate, and retain current and/or additional key employees could have a material

adverse effect on our business, operating results and financial condition.

We do not maintain key person life insurance for any

of our employees.

management team may not be able to successfully implement our business strategies.

our management team is unable to execute on its business strategies, then our development, including the establishment of revenues

and our sales and marketing activities would be materially and adversely affected.

In addition, we may encounter difficulties

in effectively managing the budgeting, forecasting and other process control issues presented by any future growth.

to augment or replace members of our management team or we may lose key members of our management team, and we may not be able

to attract new management talent with sufficient skill and experience.

disruptions of our information technology systems or breaches of our data security could adversely affect our business.

significant invasion, interruption, destruction or breakdown of our information technology systems and/or infrastructure by persons

with authorized or unauthorized access could negatively impact our business and operations.

We could also experience business

interruption, information theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data

leakage either internally or at our third party providers.

Our systems have been, and are expected to continue to be, the target

of malware and other cyber-attacks.

Although we have invested in measures to reduce these risks, we cannot assure that these measures

will be successful in preventing compromise and/or disruption of our information technology systems and related data.

decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to

continue operations.

prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction

in our ability to raise capital.

A decline in the price of our common stock could be especially detrimental to our liquidity

and our operations.

Such reductions may force us to reallocate funds from other planned uses and may have a significant negative

effect on our business plan and operations, including our ability to develop new services and continue our current operations.

our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds

from operations sufficient to meet our obligations.

If we are unable to raise sufficient capital in the future, we may not

be able to have the resources to continue our normal operations.

requirements of being a public company may strain our resources and distract management.

a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act.

These requirements

are extensive.

The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial

The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls

over financial reporting.

may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate

governance requirements.

We expect all of these applicable rules and regulations to significantly increase our legal and

financial compliance costs and to make some activities more time consuming and costly.

This may divert management’s

attention from other business concerns, which could have a material adverse effect on our business, financial condition and results

of operations.

We also expect that these applicable rules and regulations may make it more difficult and more expensive for

us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur

substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract

and retain qualified individuals to serve on our board of directors or as executive officers.

We are currently evaluating and

monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur

or the timing of such costs.

changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect

reported results of operations.

change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting

of transactions completed before the change is effective.

New accounting pronouncements and varying interpretations of accounting

pronouncements have occurred and may occur in the future.

Changes to existing rules or the questioning of current practices

may adversely affect our reported financial results or the way we conduct business.

Unresolved Staff Comments.

1 unchanged sentence

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