What changed in this filing

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Item 1A. Risk Factors

2023-04-14 compared with 2022-04-15 · 54 added, 65 removed, 170 unchanged (41% of the section changed)

8 unchanged sentences

We have not attained profitable operations and even though the company maintains a cash position very close to

one year's operating expenses, we dependent upon obtaining financing or generating revenue from operations to continue operations for

the next twelve months.

one third year's operating expenses, we dependent upon obtaining financing or generating revenue from operations to continue operations

for the next twelve months.

Our future is dependent upon our ability to obtain financing or upon future profitable operations.

3 unchanged sentences

We do not have any formal commitments or arrangements for the advancement or loan of funds.

has been qualified for a public offering of 80,000,000 shares of our common stock under the Regulation A.

This offering is being conducted

on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold.

For these reasons,

our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

As a result, there

is a risk that you could lose the entire amount of your investment in our company.

has been qualified for a public offering of 10,000,000 shares of our common stock under a Form S-1.

This offering is being conducted on

a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold.

For these reasons, our

auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

As a result, there is

a risk that you could lose the entire amount of your investment in our company.

Our telecommunications line of business is highly sensitive to declining

6 unchanged sentences

or accelerate, it could have a material adverse effect on the revenues generated by our telecommunications businesses and/or our gross

The continued growth of Over-The-Top calling and messaging services, such as WhatsApp, Skype and Viber has adversely affected

The continued growth of Over-The-Top calling and messaging services, such as WhatsApp, Skype and Viber have adversely affected

the use of traditional phone communications.

We expect this IP-based services which offer voice communications for free to continue to

We expect this IP-based service, which offers voice communications for free to continue to

increase, which may result in increased substitution on our service offerings.

16 unchanged sentences

substantially reduced.

While our most significant customers, from a revenue perspective, vary from quarter to quarter, our seven largest

While our most significant customers, from a revenue perspective, vary from quarter to quarter, our twelve largest

customers (2.97% of our total customer base) collectively accounted for 88% of total consolidated revenues in fiscal year 2022.

33 unchanged sentences

We operate a global business that exposes us to currency, economic

and regulatory.

and regulatory risks.

Our revenue comes primarily from sales outside the U.S.

3 unchanged sentences

our ability to manage various risks and difficulties, including, but not limited to:

· our ability to effectively

staff, provide technical support and manage operations in multiple countries;

· fluctuations in

currency exchange rates;

· timely collecting

of accounts receivable from customers located outside of the U.S.;

· trade restrictions,

political instability, disruptions in financial markets, and deterioration of economic conditions;

· compliance with

Foreign Corrupt Practices Act, and other anti-bribery laws and regulations;

· variations and changes

in laws applicable to our operations in different jurisdictions, including enforceability of intellectual property and contract rights;

· compliance with

export regulations, tariffs and other regulatory barriers.

our ability to effectively staff, provide technical

support and manage operations in multiple countries;

fluctuations in currency exchange rates;

timely collecting of accounts receivable from customers

located outside of the U.S.;

trade restrictions, political instability, disruptions

in financial markets, and deterioration of economic conditions;

compliance with the U.S.

Foreign Corrupt Practices

Act, and other anti-bribery laws and regulations;

variations and changes in laws applicable to our operations

in different jurisdictions, including enforceability of intellectual property and contract rights;

compliance with export regulations, tariffs and other

regulatory barriers.

We are subject to tax and regulatory audits which could result in the imposition

26 unchanged sentences

Our stock price is subject to a number of factors, including:

· Technological innovations

or new products and services by us or our competitors;

· Government regulation

of our products and services;

· The establishment

of partnerships with other telecom companies;

· Intellectual property

· Additions or departures

of key personnel;

· Sales of our common

· Our ability to integrate

operations, technology, products and services;

· Our ability to execute

our business plan;

· Operating results

below or exceeding expectations;

· Whether we achieve

profits or not;

· Loss or addition

of any strategic relationship;

Technological innovations or new products and services

by us or our competitors;

Government regulation of our products and services;

The establishment of partnerships with other telecom

Intellectual property disputes;

Additions or departures of key personnel;

Sales of our common stock;

Our ability to integrate operations, technology, products

and services;

Our ability to execute our business plan;

Operating results below or exceeding expectations;

Whether we achieve profits or not;

Loss or addition of any strategic relationship;

Industry developments;

· Economic and other

external factors;

· Period-to-period

fluctuations in our financial results.

Economic and other external factors;

Period-to-period fluctuations in our financial results.

Our stock price may fluctuate widely as a result of any of the above.

21 unchanged sentences

We do not expect to pay dividends in the foreseeable future.

return on investment may be limited to the value of our common stock.

Any return on investment may be limited to the value of our common stock.

We do not anticipate paying cash dividends on our common stock in the foreseeable

29 unchanged sentences

impacts our business, results of operations and financial condition will depend on future developments, which cannot be predicted.

The COVID-19 pandemic has caused us to modify our business practices (including

employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and we may

take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers

and business partners.

There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise

be satisfactory to government authorities.

The extent to which COVID-19 impacts our business, results of operations

and financial condition will depend on future developments, which are uncertain and cannot be predicted, including, but not limited to,

the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what

extent normal economic and operating conditions can resume.

Even after the coronavirus outbreak has subsided, we may continue to experience

materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may

occur in the future.

The COVID-19 pandemic has caused and may continue to cause us to modify

our business practices (including employee travel and employee work locations), and we may take further actions as may be required by

government authorities or that we determine are in the best interests of our employees, customers and business partners.

certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.

The COVID-19 pandemic and mitigation measures have caused,

and may continue to cause, adverse impacts on global supply chains and economic conditions.

These impacts could affect the development,

deployment and maintenance, and the demand for our products and services, particularly the IoT SmartGas and SmartTank devices.

to which the COVID-19 pandemic impacts our business, results of operations, cash flows and financial condition will depend on future

developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning other strains of

the virus and the actions to contain its impact.

The disclosures concerning our properties are contained in Item 1 Business

5 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