What changed in this filing

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Item 1A. Risk Factors

2023-03-24 compared with 2022-03-07 · 220 added, 225 removed, 469 unchanged (49% of the section changed)

Risk Factors.

following risk factors, among others, could affect our actual results of operations and could cause our actual results to differ materially

from those expressed in forward-looking statements made by us.

These forward-looking statements are based on current expectations and

except as required by law we assume no obligation to update this information.

You should carefully consider the risks described below

and elsewhere in this Annual Report before making an investment decision.

Our business, financial condition or results of operations

could be materially adversely affected by any of these risks.

Our common stock is considered speculative and the trading price of our

common stock could decline due to any of these risks, and you may lose all or part of your investment.

The following risk factors are

not the only risk factors facing our Company.

Additional risks and uncertainties not presently known to us or that we currently deem

immaterial may also affect our business.

Related to our Business and Industry

have a limited operating history and have generated limited revenues to date.

limited operating history makes evaluating the business and future prospects difficult, and may increase the risk of your investment.

operating subsidiary in Israel was formed in March 2014.

To date, we have generated limited revenues and have not yet begun meaningful

commercialization efforts with respect to our products.

We intend in the long-term to derive substantial revenues from the sales of our

products as well as future models of other robots and our UAS platforms for both military and civilian use, but there can be no assurance

that we will be able to do so.

may not be able to obtain adequate financing to continue our operations.

The following risk factors,

among others, could affect our actual results of operations and could cause our actual results to differ materially from those expressed

in forward-looking statements made by us.

These forward-looking statements are based on current expectations and except as required by

law we assume no obligation to update this information.

You should carefully consider the risks described below and elsewhere in this

Annual Report before making an investment decision.

Our business, financial condition or results of operations could be materially adversely

affected by any of these risks.

Our common stock is considered speculative and the trading price of our common stock could decline due

to any of these risks, and you may lose all or part of your investment.

The following risk factors are not the only risk factors facing

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business.

Risks Related to our Business and Industry

We have a limited operating history and

have generated limited revenues to date.

Our limited operating history

makes evaluating the business and future prospects difficult and may increase the risk of your investment.

Our operating subsidiary in

Israel was formed in March 2014.

To date, we have generated limited revenues and have not yet begun meaningful commercialization efforts

with respect to our products.

We intend in the long-term to derive substantial revenues from the sales of our products as well as future

models of other robots and our UAS platforms for both military and civilian use, but there can be no assurance that we will be able to

We may not be able to obtain adequate financing

to continue our operations.

We expect that we will need

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of equity, equity-related, or debt securities or through obtaining credit from government or financial institutions or other persons.

capital will be necessary to fund ongoing operations, continue research, development and design efforts, establish a sales infrastructure

This capital will be necessary to fund ongoing operations, continue research, development and design efforts, establish a sales infrastructure

and make the investments in tooling and equipment required to develop and manufacture our products.

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

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 were not materially disrupted or 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.

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

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 countries.

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.

The 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

In addition, governments may divert spending from other budgeted resources as they seek to reduce and/or stop the spread of

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.

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.

We are actively monitoring the pandemic and we are taking

any necessary measures to respond to the situation in cooperation with the various stakeholders.

We have inadequate capital and need for

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equity, debt, or preferred stock financings in the future.

Your rights and the value of your investment in the common stock could

be reduced by the dilution caused by future equity issuances.

Interest on debt securities could increase costs and negatively impact

operating results.

In the event we are permitted to issue preferred stock pursuant to the terms of our articles of incorporation,

preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise

The terms of preferred stock would be more advantageous to those investors than to the holders of common stock.

addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms

possibly less favorable to us, and thereby adversely impact your investment.

Shares of common stock which we sell from time to time

could be sold into any market that develops, which could adversely affect the market price of our common stock.

Our revenues will depend heavily on government

Your rights and the value of your investment in the common stock could be reduced

by the dilution caused by future equity issuances.

Interest on debt securities could increase costs and negatively impact operating results.

In the event we are permitted to issue preferred stock pursuant to the terms of our articles of incorporation, preferred stock could be

issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital.

preferred stock would be more advantageous to those investors than to the holders of common stock.

In addition, if we need to raise more

equity capital from the sale of common stock, institutional or other investors may negotiate terms possibly less favorable to us, and

thereby adversely impact your investment.

Shares of common stock which we sell from time to time could be sold into any market that develops,

which could adversely affect the market price of our common stock.

Our revenues will depend heavily on government contracts

We expect to derive most of

our future revenues directly or indirectly from government agencies, mainly the U.S.

our immediate future revenues directly or indirectly from government agencies, mainly the U.S.

Department of Defense (“DoD”).

we offer our products to IMOD and intend to offer these to other governmental and quasi-governmental agencies around the world, including

allies such as the NATO and equivalent authorities of various countries pursuant to contracts awarded to us under defense and homeland

security-related programs.

Technology products from foreign countries have an inherent disadvantage against domestic offerings.

of government programs could be reduced or eliminated due to numerous factors, including geo-political events and macro-economic conditions

that are beyond our control.

Reduction or elimination of government spending under our contracts would imperil the sales of our products

and may cause a negative effect on our revenues, results of operations, cash flow and financial condition.

In addition, we offer our products to IMOD and intend to offer these to other governmental and quasi-governmental agencies around the

world, including U.S.

allies such as the NATO and equivalent authorities of various countries pursuant to contracts awarded to us under

defense and homeland security-related programs.

Technology products from foreign countries have an inherent disadvantage against domestic

The funding of government programs could be reduced or eliminated due to numerous factors, including geo-political events and

macro-economic conditions that are beyond our control.

Reduction or elimination of government spending under our contracts would imperil

the sales of our products and may cause a negative effect on our revenues, results of operations, cash flow and financial condition.

We face other risks in our expected international

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and results of operations .

Any significant growth in

the market for our products or our entry into new markets may require an expansion of our employee base for managerial, operational, financial,

and other purposes.

As of March 7, 2022, we had one full-time employee, our Chief Executive Officer, and have two (2) executive officers,

our Chief Technology Officer and our Chief Financial Officer.

During any period of growth, we may face problems related to our operational

and financial systems and controls, including quality control and delivery and service capacities.

We would also need to continue to expand,

train and manage our employee base.

Continued future growth will impose significant added responsibilities upon the members of management

to identify, recruit, maintain, integrate, and motivate new employees.

Any significant growth in the market for our products or our entry

into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes.

23, 2023, we had one full-time employee, our Chief Executive Officer, and have two (2) executive officers, our Chief Technology Officer

and our Chief Financial Officer.

During any period of growth, we may face problems related to our operational and financial systems and

controls, including quality control and delivery and service capacities.

We would also need to continue to expand, train and manage our

employee base.

Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit,

maintain, integrate, and motivate new employees.

Aside from increased difficulties

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on our ability to protect our proprietary rights to the technologies used in our products.

We applied for a patent with the United

States Office Patent and Trademark Office to protect certain of our key technologies, however, we cannot assure you that we will be able

to control all of the rights for all of our intellectual property.

We do not know whether any of our current or future patent applications,

if any, will result in the issuance of any patents.

We applied for a patent with the United States

Office Patent and Trademark Office to protect certain of our key technologies, however, we cannot assure you that we will be able to control

all of the rights for all of our intellectual property.

We do not know whether any of our current or future patent applications, if any,

will result in the issuance of any patents.

Even issued patents may be challenged, invalidated or circumvented.

Patents may not

provide a competitive advantage or afford protection against competitors with similar technology.

Competitors or potential competitors

may have filed applications for, or may have received patents and may obtain additional and proprietary rights to compounds or processes

used by or competitive with ours.

Both the patent application process and the process of managing patent disputes can be time-consuming

and expensive.

Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or

may even be superior to ours.

Patents may not provide

a competitive advantage or afford protection against competitors with similar technology.

Competitors or potential competitors may have

filed applications for, or may have received patents and may obtain additional and proprietary rights to compounds or processes used by

or competitive with ours.

Both the patent application process and the process of managing patent disputes can be time-consuming and expensive.

Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or may even be superior

In the event a competitor

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Due to the fact that we sell

products used that may be purchased in the defense and/ or military industry, and otherwise conduct business with the IMOD, we may

be required to obtain approval from the IMOD with respect to each agreement for the sale of our products.

products used that may be purchased in the defense and/ or military industry, and otherwise conduct business with the IMOD, we may be

required to obtain approval from the IMOD with respect to each agreement for the sale of our products.

In that regard, we are required

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us from entering into transactions that could be beneficial to us and/or other shareholders.

In addition, we have four additional non-affiliated

stockholders who are beneficial owners of more than 5% of our outstanding common shares.

Although none of these non-affiliated stockholders

currently have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders

for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other

significant corporate actions, obtaining their vote on certain matters may be necessary to effect certain actions that our management

and directors otherwise deem to be in the best interests of the Company.

In addition, we have one additional non-affiliated

stockholder who beneficially owns more than 5% of our outstanding common shares.

Although none of these non-affiliated stockholders currently

have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for

approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant

corporate actions, obtaining their vote on certain matters may be necessary to effect certain actions that our management and directors

otherwise deem to be in the best interests of the Company.

There is a substantial lack of liquidity

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Our 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.

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

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

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.

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.

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continuous sales without an adverse effect on share price.

We cannot give you any assurance that a broader or more active public

trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

As a result of such

trading activity, the quoted price for our common stock on the OTCQB may not necessarily be a reliable indicator of our fair market value.

We cannot give you any assurance that a broader or more active public trading

market for our common stock will develop or be sustained, or that current trading levels will be sustained.

As a result of such trading

activity, the quoted price for our common stock on the OTCQB may not necessarily be a reliable indicator of our fair market value.

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

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limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

variations in quarterly operating results from the expectations;

revisions in securities analysts’ estimates or reductions;

our ability to obtain working capital financing;

announcements of new products or services by us or our competitors and changes in our industry;

reductions in the market share of our products;

announcements by us or our competitors of significant strategic acquisitions;

● variations in quarterly operating

results from the expectations;

● revisions in securities analysts’

estimates or reductions;

● our ability to obtain working

capital financing;

● announcements of new products

or services by us or our competitors and changes in our industry;

● reductions in the market share

of our products;

● announcements by us or our competitors

of significant strategic acquisitions;

● loss of any strategic relationship;

● regulatory developments;

general technological, market or economic trends;

investor perception of our industry or prospects;

● general technological, market

or economic trends;

● investor perception of our industry

or prospects;

● insider selling or buying;

investors entering into short sale contracts;

regulatory developments affecting our industry;

additions or departures of key personnel.

● investors entering into short

sale contracts;

● regulatory developments affecting

our industry;

● additions or departures of key

Many of these factors are

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stock, resulting in decreased liquidity.

No assurance can be given that established brokerage firms will, in the future, want to

cover our securities or conduct any secondary offerings or other financings on our behalf.

No assurance can be given that established brokerage firms will, in the future, want to cover

our securities or conduct any secondary offerings or other financings on our behalf.

Our common stock may never be listed on

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on any such exchange.

Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise

rejected for listing, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid,

and our common stock price may be subject to increased volatility.

Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected

for listing, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid, and our common

stock price may be subject to increased volatility.

Our common stock is subject to price volatility

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stock could fluctuate substantially due to a variety of factors, including quarterly operating results of other companies in the same

industry, changes in general conditions in the economy and the financial markets, including COVID-19 or other developments affecting the

Company’s competitors.

industry, changes in general conditions in the economy and the financial markets, or other developments affecting the Company’s

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.

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 securities

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A substantial portion of the

outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act (“Rule

As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements

of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities

Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six (6) months may

sell their shares of common stock.

Under Rule 144, affiliates who have held restricted securities for a period of at least six (6)

months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the

greater of 1% of a company’s 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 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.

outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of

1933, as amended (“Rule 144” and the “Securities Act”, respectively).

As restricted shares, these shares may be

resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from

registration under the Securities Act and as required under applicable state securities laws.

Rule 144 provides in essence that a non-affiliate

who has held restricted securities for a period of at least six (6) months may sell their shares of common stock.

Under Rule 144, affiliates

who have held restricted securities for a period of at least six (6) months may, under certain conditions, sell every three months, in

brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s 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 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.

The securities issued in connection with

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The shares of common stock

being issued in connection with the Share Exchange are being issued in reliance on an exemption from the registration requirements under

Section 4(a)(2) of the Securities Act.

Consequently, these securities will be subject to restrictions on transfer under the Securities

Act and may not be transferred in the absence of registration or the availability of a resale exemption.

In particular, in the absence

of registration, such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities

Act have been satisfied, including certain holding period requirements.

As a result, a purchaser who receives any such securities issued

in connection with the Share Exchange may be unable to sell such securities at the time or at the price or upon such other terms and conditions

as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of

such limitations and restrictions.

issued in connection with the Share Exchange were issued in reliance on an exemption from the registration requirements under Section

4(a)(2) of the Securities Act.

Consequently, these securities are subject to restrictions on transfer under the Securities Act and may

not be transferred in the absence of registration or the availability of a resale exemption.

In particular, in the absence of registration,

such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities Act have been

satisfied, including certain holding period requirements.

As a result, a purchaser who receives any such securities issued in connection

with the Share Exchange may be unable to sell such securities at the time or at the price or upon such other terms and conditions as the

purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations

and restrictions.

We do not plan to declare or pay any dividends

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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.

In the event that the current political stalemate is not resolved during 2021,

our ability to conduct our business effectively may be adversely affected.

Finally, many Israeli citizens

elections five times - in April and September of 2019, in March of 2020, March of 2021 and in November of 2022.

Further, 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

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condition and results of operations.

Furthermore, the Israeli government

is currently pursuing extensive changes to Israel’s judicial system.

In response to the foregoing developments, individuals, organizations

and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business

environment in Israel including due to reluctance of foreign investors to invest or conduct business in Israel, as well as to increased

currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in securities markets, and other changes

in macroeconomic conditions.

Such proposed changes may also adversely affect the labor market in Israel or lead to political instability

or civil unrest.

To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our

results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

Our operations are subject to currency and

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

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.

We have been 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.

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.

We have been 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

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.

securities laws against us or

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.

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.

is found to be applicable, the content of applicable U.S.

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.

matters of procedure will also be governed by Israeli law.

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

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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;

● 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;

In addition, various parties

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risk of exposure to product liability claims in the event that the use of our products results in adverse effects.

We may not be

able to maintain adequate levels of insurance for these liabilities at reasonable cost and/or reasonable terms.

Excessive insurance

costs or uninsured claims would add to our future operating expenses and adversely affect our financial condition.

We may not be able

to maintain adequate levels of insurance for these liabilities at reasonable cost and/or reasonable terms.

Excessive insurance costs or

uninsured claims would add to our future operating expenses and adversely affect our financial condition.

We rely on highly skilled personnel and,

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damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third party providers.

The risk of a security breach or disruption, particularly through cyberattacks or cyber intrusion, including by computer hackers, foreign

governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions

from around the world have increased.

If such an event were to interrupt our operations, it could result in a material disruption of our

product development programs.

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.

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.

A decline in the price of our common stock

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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.

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

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.

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that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

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.

The requirements of being a public company

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As a public company, we are

subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act.

subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the

Sarbanes-Oxley Act of 2002 (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 condition.

The Sarbanes-Oxley Act

requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

The Exchange Act requires that we

file annual, quarterly and current reports with respect to our business and financial condition.

The Sarbanes-Oxley Act requires that

we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We may incur significant costs

associated with our public company reporting requirements and costs associated with applicable corporate governance requirements.

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.

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

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.

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.

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.

Future changes in financial accounting standards

3 unchanged sentences

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.

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.

2 unchanged sentences

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