What changed in this filing

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Item 1A. Risk Factors

2024-08-19 compared with 2023-04-14 · 145 added, 142 removed, 228 unchanged (56% 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

accurately forecast our revenues

and plan our operating expenses;

successfully expand our business;

assimilate our acquisitions;

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trends in the ways consumers and businesses interact with technology;

avoid interruptions or

disruptions in the offering of our products and our services;

avoid interruptions or disruptions

in the offering of our products and our services;

develop a scalable, high-performance

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offered or our products under development are not finalized, our business will be harmed.

We may not be able to successfully address these

risks and difficulties, which could harm our business and results of operations.

We may not be able to successfully address

these risks and difficulties, which could harm our business and results of operations.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT

FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE ESTIMATES OF OUR FUTURE PERFORMANCE.

We have a limited operating history and, as a

consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.

We have a limited operating history and, as

a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.

Reliance on the historical

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decisions as a result of unreliable historical data, we could be less profitable or continue to incur losses.

THE COVID-19 OUTBREAK HAS CAUSED DISRUPTIONS IN OUR DEVELOPMENT

OPERATIONS, WHICH HAVE RESULTED IN DELAYS ON EXISTING PROJECTS AND MAY HAVE ADDITIONAL NEGATIVE IMPACTS ON OUR OPERATIONS

THE COVID-19 OUTBREAK HAS CAUSED DISRUPTIONS IN

OUR DEVELOPMENT OPERATIONS, WHICH HAVE RESULTED IN DELAYS ON EXISTING PROJECTS AND MAY HAVE ADDITIONAL NEGATIVE IMPACTS ON OUR OPERATIONS

The Company operates in a high-tech marketplace and

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in the world may materially and adversely affect the global economy, our markets and our business.

The stay-at-home order was lifted in

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

The stay-at-home order was lifted

in 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, the COVID-19 outbreak caused disruptions in our development operations, which resulted in delays on exiting projects.

The State of California

and the economy in general has begun to slowly re-open following the introduction of the COVID-19 vaccine.

During the fourth quarter of

2021, the omicron variants surfaced and has significantly impacted the United States and globally.

However, in the event COVID-19, the

omicron variant or other variant is to worsen or again surface any further unforeseen delay in our operations of the development, delivery

and assembly process within any of our activities could continue to result in, increased costs and reduced revenue.

of California and the economy in general has begun to slowly re-open following the introduction of the COVID-19 vaccine.

During the fourth

quarter of 2021, the omicron variants surfaced and has significantly impacted the United States and globally.

However, in the event COVID-19,

the omicron variant or other variant is to worsen or again surface any further unforeseen delay in our operations of the development,

delivery and assembly process within any of our activities could continue to result in, increased costs and reduced revenue.

We cannot foresee whether

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and vendors or other factors that we cannot foresee.

Any of these factors and other factors beyond our control could have an adverse effect

on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially and

adversely impact our business, financial condition and results of operations.

Any of these factors and other factors beyond our control could have an adverse

effect on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially

and adversely impact our business, financial condition and results of operations.

OUR RESULTS OF OPERATIONS HAVE NOT RESULTED IN

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As such, the Company incurred

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.

WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM OPERATIONS,

AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN.

IF WE ARE UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT CAPITAL

WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.

net loss of $17,771,626 for the year ended December 31, 2023.

If we 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.

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.

WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM

OPERATIONS, AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN.

IF WE ARE UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT

CAPITAL WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.

Our operations have not generated positive cash flow

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

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.

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

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 income of $5,323,856 and

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

The Company had a working capital deficit

of $18,522,046, stockholders’ deficit of $18,830,909 and an accumulated deficit of $299,257,917 at December 31, 2022.

WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT BUSINESS

GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.

The Company sustained a net loss of $17,771,626 and our operating activities

used in cash flows of $51,342 for the year ended December 31, 2023.

The Company had a working capital deficit of $31,781,634, stockholders’

deficit of $31,074,133 and an accumulated deficit of $315,993,294 at December 31, 2023.

WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT

BUSINESS GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.

We intend to continue to make investments to support

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Accordingly, we need to engage in equity or debt financings to secure additional

We expect that we have sufficient capital to maintain operations through the year of 2023.

In order to fully implement our business

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

privileges superior to those of holders of our common stock.

Any debt financing that we secure in the future could involve restrictive

covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for

us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

We may not be able to obtain additional

financing on terms favorable to us, if at all.

If we are unable to obtain adequate financing or financing on terms satisfactory to us

when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and

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”) 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

(the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”).

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.

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.

We expect that we have sufficient capital sources to maintain operations through the year of 2024.

In order to fully implement

our business plan, we will need to raise about $12,000,000 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 privileges superior to those of holders of our common stock.

Any debt financing that we secure in the future could involve

restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more

difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

We may not be able

to obtain additional financing on terms favorable to us, if at all.

If we are unable to obtain adequate financing or financing on terms

satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could

be impaired, and 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”) 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 (the “SEC”) pursuant

to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”).

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.

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.

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 $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.

Financing Agreement terminates upon any of the following events:

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

For year ended December

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Our success depends on our inability to attract and

retain key personnel including Michael Murray, our President, Mansour Khatib, our CEO, and Dr.

Danny Rittman, our CTO, and our inability

to do so may materially and adversely affect our business operations.

The loss of qualified personnel could have a material and adverse

effect on our business operations.

Additionally, the success of the Company’s operations will largely depend upon its ability to

successfully attract and maintain competent and qualified key management personnel.

As with any company with limited resources, there

can be no guaranty that the Company will be able to attract such individuals or that the presence of such individuals will necessarily

translate into profitability for the Company.

retain key personnel including, Mansour Khatib, our CEO, and Dr.

Danny Rittman, our CTO, and our inability to do so may materially and

adversely affect our business operations.

The loss of qualified personnel could have a material and adverse effect on our business

Additionally, the success of the Company’s operations will largely depend upon its ability to successfully attract

and maintain competent and qualified key management personnel.

As with any company with limited resources, there can be no guaranty that

the Company will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability

for the Company.

OUR BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND

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

Shares eligible for future sale may adversely affect

the market for our Common Stock.

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

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.

Shares eligible for future sale may adversely

affect the market for our Common Stock.

Of the 16,813,229,180 shares of our Common Stock

outstanding as of the date of this Annual Report, approximately 766,217,939 are restricted and 16,047,011,241 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

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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

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 dilutive.

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

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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

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 stock.

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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for the penny stock held in the account and information on the limited market in penny stocks.

Broker-dealers must wait two business days

after providing buyers with disclosure materials regarding a security before effecting a transaction in such security.

Consequently, the

“penny stock” rules restrict the ability of broker-dealers to sell our securities and affect the ability of investors to sell

our securities in the secondary market and the price at which such purchasers can sell any such securities, thereby affecting the liquidity

of the market for our Common Stock.

Broker-dealers must wait two business

days after providing buyers with disclosure materials regarding a security before effecting a transaction in such security.

Consequently,

the “penny stock” rules restrict the ability of broker-dealers to sell our securities and affect the ability of investors

to sell our securities in the secondary market and the price at which such purchasers can sell any such securities, thereby affecting

the liquidity of the market for our Common Stock.

Stockholders should also be aware that, according

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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;

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

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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

ability to buy and sell our stock.

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

FINRA sales practice requirements may limit a

stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (referred

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.

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 virtual office space at 8557

N West Knoll Dr.

West Hollywood CA 90069 (prior address:

2450 Colorado Ave., Suite 100E, Santa Monica, CA 90404) on a

month-to-month lease.

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/A

Item 1A. Risk Factors