What changed in this filing

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Item 1A. Risk Factors

2023-03-31 compared with 2022-04-14 · 98 added, 106 removed, 599 unchanged (25% of the section changed)

9 unchanged sentences

Relating to Our Business and Industry

coronavirus disease (COVID-19) pandemic has had, and may continue to have, an adverse effect

on our business, results of operations, financial condition and cash flows.

Future epidemics

or other public health emergencies could have similar effects.

operate in industries that are cyclical and sensitive to general economic conditions, which

could have a material adverse effect on our operating results, financial condition and cash

conditions in global markets including the impact of sanctions and tariffs, quotas and other

trade actions and import restrictions may adversely affect our operating results, financial

condition and cash flows.

in the availability or price of inputs such as raw materials and end-of-life vehicles could

reduce our sales.

● Significant

decreases in scrap metal prices may adversely impact our operating results.

in supply and demand conditions in the global steel industry may reduce demand for our products.

of long-lived assets and equity investments may adversely affect our operating results.

may be unable to renew facility leases, thus restricting our ability to operate.

in the value of the U.S.

dollar relative to other currencies may reduce the demand for our

upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.

are subject to legal proceedings and legal compliance risks that may adversely impact our

financial condition, results of operations and liquidity.

change may adversely impact our facilities and our ongoing operations.

● Catastrophic

events may disrupt our business and impair our ability to provide our platform to clients

and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and

other business or financial losses.

The coronavirus disease (COVID-19) pandemic has had, and may continue to have, an adverse effect on our business, results of operations, financial condition and cash flows.

Future epidemics or other public health emergencies could have similar effects.

We operate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our operating results, financial condition and cash flows.

Changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions may adversely affect our operating results, financial condition and cash flows.

Changes in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales.

Significant decreases in scrap metal prices may adversely impact our operating results.

Imbalances in supply and demand conditions in the global steel industry may reduce demand for our products.

Impairment of long-lived assets and equity investments may adversely affect our operating results.

We may be unable to renew facility leases, thus restricting our ability to operate.

Increases in the value of the U.S.

dollar relative to other currencies may reduce the demand for our products.

Equipment upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.

We are subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations and liquidity.

Climate change may adversely impact our facilities and our ongoing operations.

Catastrophic events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and other business or financial losses.

depend on a small number of suppliers for the materials necessary to run our business.

loss of these suppliers, or their failure to supply us with these materials, would materially

and adversely affect our business.

have substantial customer concentration, with a limited number of customers accounting for

a substantial portion of our 2021 and 2020 revenues.

have a limited history upon which an evaluation of our prospects and future performance can

be made and have no history of profitable operations.

are highly dependent on the services of key executives, the loss of whom could materially

harm our business and our strategic direction.

If we lose key management or significant personnel,

cannot recruit qualified employees, directors, officers, or other personnel or experience

increases in our compensation costs, our business may materially suffer.

The loss of these suppliers, or their failure

to supply us with these materials, would materially and adversely affect our business.

have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our 2022 and

2021 revenues.

have a limited history upon which an evaluation of our prospects and future performance can be made and have no history of profitable

are highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction.

If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or

experience increases in our compensation costs, our business may materially suffer.

may need to obtain additional financing to fund our operations.

independent registered accounting firm has expressed concerns about our ability to continue

as a going concern.

the past we have experienced material weaknesses in our internal control over financial reporting,

which if continued, could impair our financial condition.

independent registered accounting firm has expressed concerns about our ability to continue as a going concern.

the past we have experienced material weaknesses in our internal control over financial reporting, which if continued, could impair our

financial condition.

Relating to Government Laws and Regulations

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Environmental

compliance costs and potential environmental liabilities may have a material adverse effect

on our financial condition and results of operations.

● Governmental

agencies may refuse to grant or renew our licenses and permits, thus restricting our ability

with existing and future climate change and greenhouse gas emission laws and regulations

may adversely impact our operating results.

compliance costs and potential environmental liabilities may have a material adverse effect on our financial condition and results

of operations.

agencies may refuse to grant or renew our licenses and permits, thus restricting our ability to operate.

with existing and future climate change and greenhouse gas emission laws and regulations may adversely impact our operating results.

Relating to Intellectual Property

may not be able to protect our intellectual property rights throughout the world.

may be involved in lawsuits to protect or enforce our intellectual property, which could

be expensive, time-consuming and unsuccessful and the outcome might have an adverse effect

on the success of our business.

may be subject to claims by third parties asserting that our employees or we have misappropriated

their intellectual property or claiming ownership of what we regard as our own intellectual

may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful

and the outcome might have an adverse effect on the success of our business.

may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or

claiming ownership of what we regard as our own intellectual property.

Related to our Common Stock

can be no assurance that our common stock will ever be approved for listing on a national

securities exchange.

market price of our common stock may be volatile and adversely affected by several factors.

our shares of common stock become subject to the penny stock rules, it would become more

difficult to trade our shares.

are a “smaller reporting company” within the meaning of the Securities Act, and

if we decide to take advantage of certain exemptions from various reporting requirements

applicable to smaller reporting companies, our common stock could be less attractive to investors.

do not anticipate paying dividends on our common stock, and investors may lose the entire

amount of their investment.

our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

are a “smaller reporting company” within the meaning of the Securities Act, and if we decide to take advantage of certain

exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive

to investors.

do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.

could lose some or all of your investment.

management controls a large block of our common stock that will allow them to control us.

we can issue additional shares of Common Stock, purchasers of our Common Stock may incur

immediate dilution and experience further dilution.

in our Second Amended and Restated Certificate of Incorporation and Bylaws and Delaware law

might discourage, delay or prevent a change in control of our Company or changes in our management

and, therefore, depress the market price of our Common Stock.

securities or industry research analysts do not publish research or reports about our business,

or if they issue unfavorable or misleading opinions regarding common stock, the market price

and trading volume of our Common Stock could decline.

sales and issuances of our Common Stock or rights to purchase our Common Stock, including

pursuant to our equity incentive plans, could result in additional dilution of the percentage

ownership of our stockholders and could cause our stock price to fall.

have broad discretion in the use of the net proceeds from our public offerings and may not

use them effectively.

we can issue additional shares of Common Stock, purchasers of our Common Stock may incur immediate dilution and experience further

in our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage,

delay or prevent a change in control of our Company or changes in our management and, therefore, depress the market price of our

Common Stock.

securities or industry research analysts do not publish research or reports about our business, or if they issue unfavorable or misleading

opinions regarding common stock, the market price and trading volume of our Common Stock could decline.

sales and issuances of our Common Stock or rights to purchase our Common Stock, including pursuant to our equity incentive plans,

could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

have broad discretion in the use of the net proceeds from our public offerings and may not use them effectively.

disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

As a newly Nasdaq-listed company, we will incur material increased costs

and become subject to additional regulations and requirements.

Relating to Our Business and Industry

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which spread to many other countries including the United States.

In March 2020, the World Health Organization characterized

COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency.

The outbreak resulted

in governments around the world implementing stringent measures to help control the spread of the virus, followed by phased regulations

and guidelines for reopening communities and economies.

In addition, governments and central banks in several parts of the world have

enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

In March 2020, the World Health Organization characterized COVID-19

as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency.

The outbreak resulted in governments

around the world implementing stringent measures to help control the spread of the virus, followed by phased regulations and guidelines

for reopening communities and economies.

In addition, governments and central banks in several parts of the world have enacted fiscal

and monetary stimulus measures to counteract the impacts of COVID-19.

are a company operating in a critical infrastructure industry, as defined by the U.S.

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contributing to an increase in revenues, although supply chain disruptions persisted.

During 2022, we experienced minimal impacts from

the COVID-19 pandemic.

COVID-19 pandemic could further negatively impact our business or results of operations through the temporary closure of our operating

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March 2018, the U.S.

imposed a 25% tariff on certain imported steel products and a 10% tariff on certain imported aluminum

products under Section 232 of the Trade Expansion Act of 1962.

imposed a 25% tariff on certain imported steel products and a 10% tariff on certain imported aluminum products under

Section 232 of the Trade Expansion Act of 1962.

These new tariffs, along with other U.S.

trade actions, have triggered

retaliatory actions by certain affected countries, and other foreign governments have initiated or are considering imposing trade measures

on other U.S.

trade actions, have triggered retaliatory actions

by certain affected countries, and other foreign governments have initiated or are considering imposing trade measures on other U.S.

For example, China has imposed a series of retaliatory tariffs on certain U.S.

products, including a 25 percent

tariff on all grades of U.S.

products, including a 25 percent tariff on all

grades of U.S.

scrap and an additional 25 percent tariff on U.S.

aluminum scrap.

These tariffs and other trade actions

could result in a decrease in international steel demand beyond that already experienced and further negatively impact demand for our

products, which would adversely impact our business.

Given the uncertainty regarding the scope and duration of these trade actions by

or other countries, the impact of the trade actions on our operations or results remains uncertain, but this impact could be

These tariffs and other trade actions could result in

a decrease in international steel demand beyond that already experienced and further negatively impact demand for our products, which

would adversely impact our business.

Given the uncertainty regarding the scope and duration of these trade actions by the U.S.

countries, the impact of the trade actions on our operations or results remains uncertain, but this impact could be material.

in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales.

47 unchanged sentences

increased significantly, resulting in an increase in revenue and purchasing costs for raw materials.

In fiscal 2022, prices for our ferrous

and non-ferrous metals declined during the second half of the year, but remained historically strong, resulting in a decrease in revenue

and purchasing costs for raw materials.

in supply and demand conditions in the global steel industry may reduce demand for our products.

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have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our 2022 and 2021

currently derive a significant portion of our revenues from one customer, which accounted for 83% of our revenue in fiscal 2021.

currently derive a significant portion of our revenues from three large corporate customers.

For the fiscal year ended December 31,

2022, three certain large customers individually accounted for $17,962,176, $5,332,834, and $4,301,328, or approximately 53%, 16%,

and 13% of our revenues, respectively.

For the fiscal year ended December 31, 2021, one customer accounted for $6,682,019, or

approximately 83% of our revenue.

are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.

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Relating to Ownership of our Common Stock

can be no assurance that our Common Stock will ever be approved for listing on a national securities exchange.

shares of our Common Stock are quoted on the over the counter “OTC” Pink Market and are not traded or listed on any

securities exchange.

While we remain determined to work towards getting our securities listed on a national exchange, there can be no

assurance that this will occur.

As a result we may never develop an active trading market for our securities which may limit our investors’

ability to liquidate their investments.

market price of our Common Stock may be volatile and adversely affected by several factors.

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and removal of our directors;

of our Certificate of Incorporation or Bylaws;

of measures that could delay or prevent a change

in control or impede a merger, takeover or other business combination involving us.

of our Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws;

of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving

addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to

8 unchanged sentences

which could have an adverse effect on the trading market for our Common Stock.

in our Second Amended and Restated Certificate of Incorporation and Bylaws and Delaware law might discourage, delay or prevent a change

in control of our Company or changes in our management and, therefore, depress the market price of our Common Stock.

in our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage,

delay or prevent a change in control of our Company or changes in our management and, therefore, depress the market price of our

Common Stock.

Second Amended and Restated Certificate of Incorporation provides that all Internal Corporate Claims must be brought solely and exclusively

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due to error or fraud may occur and not be detected.

As a newly Nasdaq-listed company, we will incur material increased costs and become subject to additional regulations and requirements.

As a newly Nasdaq-listed public company, we will incur material additional

legal, accounting and other expenses including recruiting and retaining qualified independent directors, payment of annual Nasdaq fees,

and satisfying Nasdaq’s standards for companies listed with it.

Because our common stock is listed on the Nasdaq, we must meet certain

financial and liquidity criteria to maintain such listing.

If we violate Nasdaq’s listing requirements, our common stock may be

If we fail to meet any of the Nasdaq’s listing standards, our common stock may be delisted.

In addition, our Board may

determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.

of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have

an adverse effect on the market price of, and the efficiency of the trading market for, our common stock.

The delisting of our common

stock could significantly impair our ability to raise capital and the value of your investment.

UNRESOLVED STAFF COMMENTS.

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