What changed in this filing

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Item 1A. Risk Factors

2023-04-12 compared with 2022-03-25 · 120 added, 108 removed, 250 unchanged (48% of the section changed)

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These risks and difficulties include our ability to:

accurately forecast our revenues and plan our operating expenses;

successfully expand our business;

accurately forecast our

revenues and plan our operating expenses;

successfully expand our

assimilate our acquisitions;

adapt to rapidly evolving trends in the ways consumers and businesses interact with technology;

avoid interruptions or disruptions in the offering of our products and our services;

develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and products;

hire, integrate and retain talented sales, customer service, technology and other personnel;

effectively manage rapid growth in personnel and operations;

adapt to rapidly evolving

trends in the ways consumers and businesses interact with technology;

avoid interruptions or

disruptions in the offering of our products and our services;

develop a scalable, high-performance

technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and

hire, integrate and retain

talented sales, customer service, technology and other personnel;

effectively manage rapid

growth in personnel and operations;

global COVID-19 pandemic

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The stay-at-home order was lifted in

California only on January 25, 2021, and as such we were able to relocate our virtual offices space and resume “normal” operations.

California on January 25, 2021, and as such we were able to relocate our virtual offices space and resume “normal” operations.

In the first quarter of 2020,

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As such, the Company incurred

a net loss amounting to $33,930,433 for the year ended December 31, 2021 and $17,944,888 for the year ended December 31, 2020.

additional significant operating losses, our stock price, may decline, perhaps significantly.

Our management is developing plans to alleviate

the negative trends and conditions described above.

a net income of $5,323,856 for the year ended December 31, 2022 and net loss of $33,930,433 for the year ended December 31, 2021.

incur additional significant operating losses, our stock price, may decline, perhaps significantly.

Our management is developing plans

to alleviate the negative trends and conditions described above.

Our business plan is speculative and unproven.

There is no assurance that we will

be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail

our losses now or in the future.

Further, as we are an emerging enterprise, we expect that net losses will continue, and our working capital

deficiency will increase.

There is no assurance

that we will be successful in executing our business plan or that even if we successfully implement our business plan, that we will be

able to curtail our losses now or in the future.

Further, as we are an emerging enterprise, we expect that net losses will continue, and

our working capital deficiency will increase.

WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM OPERATIONS,

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Our operations have not generated positive cash flow

for any reporting period since our inception, and we have funded our operations primarily through the issuance of common stock and short-term

and long-term debt and convertible debt.

for any period since our inception, and we have funded our operations primarily through the issuance of common stock and short-term and

long-term debt and convertible debt.

Our limited operating history makes an evaluation of our future prospects difficult.

amount of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our

These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance of

our products, the success of our manufacturing and research and development efforts (including any unanticipated delays), our manufacturing

and labor costs, the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition,

technological developments in the market, evolving industry standards and the amount of working capital investments we are required to

The actual amount

of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our control.

These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance of our products,

the success of our manufacturing and research and development efforts (including any unanticipated delays), our manufacturing and labor

costs, the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition, technological

developments in the market, evolving industry standards and the amount of working capital investments we are required to make.

Our ability to continue to operate until we are able

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we could be forced to suspend or discontinue operations.

The Company sustained net losses of $33,930,433 and

The Company sustained net income of $5,323,856 and

our operating activities used in cash flows of $138,293 for the year ended December 31, 2022.

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In order to fully implement our business

plan, we will need to raise $10,000,000 If we raise additional funds through future issuances of equity or convertible debt securities,

plan, we will need to raise about $10,000,000 If we raise additional funds through future issuances of equity or convertible debt securities,

our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and

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our business may be harmed.

On December 17, 2021 (the

“Effective Date”), the “Company entered into an equity financing agreement (the “Equity Financing Agreement”)

and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”), pursuant

to which GHS may purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having

an aggregate Purchase Price of $10,000,000, subject to certain limitations and conditions set forth in the Equity Financing Agreement

On December 17, 2021

(the “Effective Date”), the “Company entered into an equity financing agreement (the “Equity Financing

Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC

(“GHS”), pursuant to which GHS may purchase from the Company, up to that number of shares of common stock of the Company

(the “Shares”) for $10,000,000, subject to certain limitations and conditions set forth in the Equity Financing Agreement

from time to time over the course of 24 months after an effective registration of the Shares with the Securities and Exchange Commission

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The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions)

during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that

at least ten trading days has passed since the most recent Put.

The purchase price of the shares of Common Stock contained in a Put will

be 90% of the lowest daily volume weighted average price (VWAP) of the Company’s Common Stock during the ten consecutive trading

days preceding the receipt by GHS of the applicable Put notice.

Such sales of Common Stock by the Company, if any, may occur from time

to time, at the Company’s option, during the Contract Period.

Subject to the satisfaction of certain conditions set forth in the

Equity Financing Agreement, on each Put the Company will deliver a number of Shares equaling 110% of the dollar amount of each Put.

maximum dollar amount of each Put will not exceed 200% of the average daily trading dollar volume for the Company’s Common Stock

during the ten trading days preceding the Trading Day that GHS receives a Put.

No Put will be made in an amount equaling less than $10,000

or greater than $500,000.

Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given

The Equity Financing Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties,

agreements and conditions of the parties.

during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided

that at least ten trading days has passed since the most recent Put.

The purchase price of the shares of Common Stock contained

in a Put will be 90% of the lowest daily volume weighted average price (VWAP) of the Company’s Common Stock during the ten

consecutive trading days preceding the receipt by GHS of the applicable Put notice.

Such sales of Common Stock by the Company,

if any, may occur from time to time, at the Company’s option, during the Contract Period.

Subject to the satisfaction of

certain conditions set forth in the Equity Financing Agreement, on each Put the Company will deliver a number of Shares equaling

110% of the dollar amount of each Put.

The maximum dollar amount of each Put will not exceed 200% of the average daily trading

dollar volume for the Company’s Common Stock during the 10 trading days preceding the Trading Day that GHS receives a Put.

No Put will be made in an amount equaling less than $10,000 or greater than $500,000.

Puts are further limited to GHS owning no

more than 4.99% of the outstanding stock of the Company at any given time.

The Equity Financing Agreement and the Registration

Rights Agreement contain customary representations, obligations, rights, warranties, agreements and conditions of the parties.

The Equity Financing Agreement terminates upon any of the following events:

when GHS has purchased

an aggregate of $10,000,000 in the Common Stock of the Company pursuant to the Equity Financing Agreement;

on the date that is 24 calendar

months from the date the Equity Financing Agreement was executed.

Actual sales of shares of Common Stock to GHS under the Equity Financing

Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions,

the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and

its operations.

On January 12, 2022, the Company filed registration statement for the sale of 5,500,000 shares of common stock pursuant

to the Equity Financing Agreement, which was declared effective on February 11, 2022 The Company issued

463,303 shares with net proceeds of $66,942 from the Equity Financing Agreement in February 2022.

when GHS has purchased $10,000,000 in the Common Stock

of the Company pursuant to the Equity Financing Agreement;

on the date that is 24 calendar months from the date the Equity Financing

Agreement was executed.

Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety

of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of

the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

On January 12, 2022, the Company filed registration statement for the sale of 5,500,000 shares of common stock pursuant to the

Equity Financing Agreement, which was declared effective on February 11, 2022.

The Company issued 463,303 shares with net

proceeds of $66,942 from the Equity Financing Agreement in February 2022.

For year ended December 31,

2022, the Company received $231,867 as proceeds from the equity purchase agreement for issuance of 5,500,000 registered common shares.

Post this issuance The Equity Financing Agreement is exhausted and not valid anymore.

WE DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL

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of our internal controls that need improvement.

For example, for the years ended December 31, 2021 and December 31, 2020, we reported

that our disclosure controls and procedures were not effective due to the lack of resources and the reliance on outside consultants.

intend to increase management’s review of our financials.

We cannot be certain that these measures will ensure that we implement

and maintain adequate controls over our financial processes and reporting in the future.

Any failure to implement required new or improved

controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting

Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could

have a negative effect on the trading price of our stock.

For example, for the years ended December 31, 2022 and 2021, we reported that our disclosure

controls and procedures were not effective due to the lack of resources and the reliance on outside consultants.

We intend to increase

management’s review of our financials.

We cannot be certain that these measures will ensure that we implement and maintain adequate

controls over our financial processes and reporting in the future.

Any failure to implement required new or improved controls, or difficulties

encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect

on the trading price of our stock.

Additional Risks Related to Our Common Stock

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We plan to reinvest all of our earnings, to the extent

we have earnings, in order to develop and deliver our products and cover operating costs and to otherwise become and remain competitive.

We do not plan to pay any cash dividends with respect to our securities in the foreseeable future.

We cannot assure you that we would,

at any time, generate sufficient surplus cash that would be available for distribution to the holders of our Common Stock as a dividend.

Therefore, you should not expect to receive cash dividends on our Common Stock.

we have earnings, to develop and deliver our products and cover operating costs and to otherwise become and remain competitive.

not plan to pay any cash dividends with respect to our securities in the foreseeable future.

We cannot assure you that we would, at any

time, generate sufficient surplus cash that would be available for distribution to the holders of our Common Stock as a dividend.

you should not expect to receive cash dividends on our Common Stock.

Shares eligible for future sale may adversely affect

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Of the 2,930,101,819 shares of our Common Stock outstanding

as of the date of this Annual Report, approximately 16,457,939.

are restricted and 17,205,562 shares are freely tradable

without restriction pursuant to Rule 144.

Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus

may have a material adverse effect on the market price of our Common Stock.

as of the date of this Annual Report, approximately 766,217,939 are restricted and 2,163,883,880 shares are freely tradable without restriction

pursuant to Rule 144.

Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material

adverse effect on the market price of our Common Stock.

You may experience future dilution as a result

of future equity offerings.

In order to raise additional capital, we may in the

future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices

that may not be the same as the price per share in this offering.

We may sell shares or other securities in any future offering at a price

per share that is lower than the price per share paid by investors in this offering, which would result in those newly issued shares being

To raise additional capital, we may in the future

offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may

not be the same as the price per share in this offering.

We may sell shares or other securities in any future offering at a price per

share that is lower than the price per share paid by investors in this offering, which would result in those newly issued shares being

In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders,

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The provisions in our certificate of incorporation and bylaws:

who may call stockholder meetings;

not provide for cumulative voting rights;

that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

limit who may call stockholder

do not provide for cumulative

voting rights;

provide that all vacancies

may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

There are limitations on director/officer liability.

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of our securities.

The SEC has adopted regulations which generally define

a “penny stock” to be any equity security that has a market price of less than $5.00 per share or an exercise price of less

than $5.00 per share, subject to certain exceptions.

A security listed on a national securities exchange is exempt from the definition

of a penny stock.

The SEC adopted regulations which generally define

a “penny stock” to be any equity security that has a market price of less than $5 per share or an exercise price of less than

$5 per share, subject to certain exceptions.

A security listed on a national securities exchange is exempt from the definition of a penny

Our Common Stock is not currently listed on a national security exchange.

Our Common Stock is therefore subject to rules

that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers

and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together

with their spouse).

For transactions covered by such rules, the broker-dealer must make a special suitability determination for the purchase

of such securities and have received the purchaser’s written consent to the transaction prior to the purchase.

Our Common Stock is therefore subject to rules that impose

additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited

investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse).

For transactions covered by such rules, the broker-dealer must make a special suitability determination for the purchase of such securities

and have received the purchaser’s written consent to the transaction prior to the purchase.

Additionally, for any transaction involving a penny

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Such patterns include:

control of the market for the security by one or more broker-dealers that are often related to the promoter or issuer;

manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

“boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

excessive and undisclosed bid-ask differentials and markups by selling broker-dealers;

the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

control of the market for the security by one or more

broker-dealers that are often related to the promoter or issuer;

manipulation of prices through prearranged matching

of purchases and sales and false and misleading press releases;

“boiler room”

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

excessive and undisclosed bid-ask differentials and

markups by selling broker-dealers;

the wholesale dumping of

the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable

collapse of those prices with consequent investor losses.

FINRA sales practice requirements may limit a stockholder’s

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The Financial Industry Regulatory Authority (referred

to as FINRA) has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds

for believing that the investment is suitable for that customer.

to as FINRA) has rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing

that the investment is suitable for that customer.

Prior to recommending speculative or low-priced securities to their non-institutional

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At this time, there are no unresolved staff comments.

The Company leases its office space at 2450 Colorado

Ave., Suite 100E, Santa Monica, CA 90404 on a month-to-month lease for $311 per month.

Due to the global COVID-19 pandemic, the Company

has maintained its address but only as virtual office space with minimum administrative services, while all employees and consultants

work remotely.

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