What changed in this filing

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Item 1A. Risk Factors

2023-04-26 compared with 2022-05-27 · 82 added, 23 removed, 4 unchanged (96% of the section changed)

2 unchanged sentences

in previous reports, the Company adds the following additional risk factor:

could be substantially affected by the Coronavirus (COVID-19) pandemic

December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of

other countries, including the United States.

On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic.

In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states

of emergency, and several countries around the world, including the United States, have taken steps to restrict travel.

our operations are located in the United States, we participate in a national supply chain, and the existence of a worldwide pandemic,

the fear associated with COVID-19, or any, pandemic, and the reactions of governments around the world in response to COVID-19, or any,

pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business

operations, which could adversely affect our results of operations and liquidity.

Disruptions to our supply chain and business operations,

or to our suppliers’ or customers’ supply chains and business operations, could include disruptions from the closure of supplier

and manufacturer facilities, interruptions in the supply of raw materials and components, personnel absences, or restrictions on the

shipment of our or our suppliers’ or customers’ products, any of which could have adverse ripple effects on our manufacturing

output and delivery schedule.

If we need to close any of our facilities or a critical number of our employees become too ill to work,

our production ability could be materially adversely affected in a rapid manner.

Similarly, if our customers experience adverse business

consequences due to COVID-19, or any other, pandemic, demand for our products could also be materially adversely affected in a rapid

Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the countries and localities

in which we or our suppliers and customers operate.

Any of these uncertainties could have a material adverse effect on our business,

financial condition or results of operations.

loss of our largest customers would significantly reduce our revenue and adversely affect our results of operations.

the year ended January 31, 2023 two customers represented approximately 37% or our gross revenues and during the year ended January 31,

2022 three customers represented approximately 58% of our gross revenue.

The loss of our largest customers would significantly reduce

our revenue, which would have a material adverse effect on our results of operations.

We can provide no assurance that these customers

will continue to place orders in the future.

depend on the services of key personnel, and may not be able to operate and grow our business effectively if we lose their services or

are unable to attract qualified personnel in the future.

rely heavily on our senior management team, due to their broad experience with consumer focused companies, to identify internal expansion

and external growth companies.

Our ability to retain senior management and other key personnel is therefore very important to our future

We have employment agreements with our senior management, but these employment agreements do not ensure that they will not voluntarily

terminate their employment with us.

In addition, our key personnel are subject to non-solicitation and confidential information restrictions.

We do not have key man insurance for any of our current management or other key personnel.

The loss of any key personnel would require

the remaining key personnel to divert immediate attention to seeking a replacement.

Competition for senior management personnel is intense,

and fit is important to us.

Our inability to find a suitable replacement for any departing executive officer or key employee on a timely

basis could adversely affect our ability to operate and grow our business.

developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance

by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and its

financial condition and results of operations.

events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional

counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors

about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.

For example, on March 10, 2023, Silicon Valley Bank (“SVB”), was closed by the California Department of Financial Protection

and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”), as receiver.

Similarly, on March 12,

2023, Signature Bank and Silvergate Capital Corp.

were each swept into receivership.

Although a statement by the Department of the Treasury,

the Federal Reserve and the FDIC stated that all depositors of SVB would have access to all of their money after only one business day

of closure, including funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit and certain other

financial instruments with SVB, Signature Bank or any other financial institution that is placed into receivership by the FDIC may be

unable to access undrawn amounts thereunder.

If any of our counterparties to any such instruments were to be placed into receivership,

we may be unable to access such funds.

In addition, if any parties with whom we conduct business are unable to access funds pursuant

to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to

us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.

In this regard, counterparties

to SVB credit agreements and arrangements, and third parties such as beneficiaries of letters of credit (among others), may experience

direct impacts from the closure of SVB and uncertainty remains over liquidity concerns in the broader financial services industry.

impacts have occurred in the past, such as during the 2008-2010 financial crisis.

and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest

rates below current market interest rates.

Although the U.S.

Department of Treasury, FDIC and Federal Reserve Board have announced a

program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial

institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or

other liquidity needs of financial institutions for immediate liquidity may exceed the capacity of such program.

There is no guarantee

that the U.S.

Department of Treasury, FDIC and Federal Reserve Board will provide access to uninsured funds in the future in the event

of the closure of other banks or financial institutions, or that they would do so in a timely fashion.

we assess our banking relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements

in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by

factors that affect us, the financial institutions with which we have arrangements directly, or the financial services industry or economy

These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations

under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services

industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.

These factors could involve financial institutions or financial services industry companies with which we have financial or business

relationships, but could also include factors involving financial markets or the financial services industry generally.

results of events or concerns that involve one or more of these factors could include a variety of material and adverse impacts on our

current and projected business operations and our financial condition and results of operations.

These could include, but may not be

limited to, the following:

access to deposits or other financial assets or the uninsured loss of deposits or other financial assets;

of access to revolving existing credit facilities or other working capital sources and/or the inability to refund, roll over or extend

the maturity of, or enter into new credit facilities or other working capital resources;

or actual breach of contractual obligations that require us to maintain letters or credit or other credit support arrangements;

addition, any further deterioration in the macroeconomic economy or financial services industry could lead to losses or defaults by parties

with whom we conduct business, which in turn, could have a material adverse effect on our current and/or projected business operations

and results of operations and financial condition.

For example, a party with whom we conduct business may fail to make payments when

due, default under their agreements with us, become insolvent or declare bankruptcy.

Any bankruptcy or insolvency, or the failure to

make payments when due, of any counterparty of ours, or the loss of any significant relationships, could result in material losses to

us and may material adverse impacts on our business.

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