What changed in this filing

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Item 1A. Risk Factors

2023-04-13 compared with 2022-04-14 · 48 added, 38 removed, 615 unchanged (12% of the section changed)

1 unchanged sentence

A pandemic, epidemic or outbreak of an infectious

disease in the markets in which we operate or that otherwise impacts our facilities or suppliers could adversely impact our

disease in the markets in which we operate or that otherwise impacts our facilities or suppliers could adversely impact our business.

If a pandemic, epidemic, or outbreak of an infectious

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generate a profit (i.e.

through partnerships such as our current partnership with Aingura) and/or obtain necessary additional funding

from outside sources, including obtaining additional funding from the sale of our securities.

Except for potential proceeds from the sale

of equity in offerings by us and minimal revenues, we have no other source for additional funding.

Our continued net operating losses

and stockholders’ deficiency increase the difficulty in meeting such goals and there can be no assurances that such methods will

prove successful.

through partnerships such as our current partnerships with Aingura and Aretas) and/or obtain necessary additional

funding from outside sources, including obtaining additional funding from the sale of our securities.

Except for potential proceeds from

the sale of equity in offerings by us and minimal revenues, we have no other source for additional funding.

Our continued net operating

losses and stockholders’ deficiency increase the difficulty in meeting such goals and there can be no assurances that such methods

will prove successful.

We have debt which is secured by all our

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act as the sales network of Aingura’s services and products.

Aingura delivers engineered, high-tech solutions by implementing

Smart Factory Operational Architectures.

Aingura delivers engineered, high-tech solutions by implementing Smart

Factory Operational Architectures.

The agreement has an initial term of one year from the execution date.

Unless terminated prior,

the agreement automatically renews for successive annual periods, unless either party notifies the other in writing of its express intention

Unless terminated prior, the

agreement automatically renews for successive annual periods, unless either party notifies the other in writing of its express intention

not to renew the agreement at least two months prior to the date of termination of the agreement.

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unable to make sales under the agreement, we will not collect any sales commissions and our business could fail.

On October 3, 2022, we entered into an Agency

Agreement with Aretas Sensor Networks Inc., a company incorporated under the laws of the Province of British Columbia (“ Aretas ”),

pursuant to which Aretas appointed and authorized us to act as a sales representative for Aretas’ products.

Aretas combines IoT

sensor technology, cloud-based platform, and machine learning/ AI for an end-to-end solution to ingest, collect, display, and analyze

IoT data to allow companies to make better decisions.

The agreement has an initial term of one year from the execution date.

Unless terminated

prior, the agreement automatically renews for successive annual periods, unless either party notifies the other in writing of its express

intention not to renew the agreement at least two months prior to the date of termination of the agreement.

If we are unable to make sales

under the agreement, we will not collect any sales commissions and our business could fail.

On December 28, 2022, we entered a non-exclusive

Distributor Agreement with Denmark based ElastiSense ApS ("ElastiSense") for their proprietary sensor technology.

ElastiSense's

sensor technology is ideal for structural health monitoring, off-road machinery, factory automation and many other sensing purposes.

we are unable to make distributions under the agreement, we will not collect any revenues and our business could fail.

We have been issued an unsecured promissory

note by Aretas.

In the event Aretas defaults on the note, it could have a material adverse effect on our business.

On April 4, 2022 we were

issued a 10% Unsecured Convertible Promissory Note in the principal amount of $200,000 by Aretas.

The purchase price of the note was $192,500

with a discount of $7,500.

The Note matures on April 4, 2024 at which time we have the option to either receive the principal amount or

shares of Aretas representing 3.23% of the fully-diluted share capital of Aretas.

Interest payments are to be made under the Note.

the event that Aretas defaults on the Note, it could have an adverse material effect on our business.

Most of our sales have historically come

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doing so if we are able to successfully implement our business plan.

To date, we have generated approximately $459,645 in sales from business

operations, none of which was generated from HereLab in 2019 through 2021, as we focused solely on OXYS from 2019 through 2021 and plan

on continuing to do so in 2022.

We intend in the longer term to derive further revenues from partnerships, consulting services, product

sales, and software licensing.

Development of our services, products, and software will require significant investment prior to commercial

introduction, and we may never be able to successfully develop or commercialize the services, products, or software in a material way.

During the twelve months ended December 31, 2022, we generated $88,904

in sales from business operations, none of which was generated from HereLab in 2019 through the present, as we have focused solely on

OXYS from 2019 through the present and plan on continuing to do so in 2023.

We intend in the longer term to derive further revenues from

partnerships, consulting services, product sales, and software licensing.

Development of our services, products, and software will require

significant investment prior to commercial introduction, and we may never be able to successfully develop or commercialize the services,

products, or software in a material way.

We will require additional funding to develop

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shell company could negatively affect the market price of our securities.

We are an “emerging growth company,”

and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,” which could

make our common stock less attractive to investors.

We are an “emerging growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an “emerging growth

company,” we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies

but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

We could be an “emerging growth company” for

up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion,

(ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur

if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently

completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding

three year period.

We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions.

If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active

trading market for our common stock and our stock price may be more volatile.

Unresolved Staff Comments

1 unchanged sentence

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