What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-25 · 61 added, 62 removed, 388 unchanged (24% of the section changed)

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related to our operations.

generated revenues of $2,364,093 for the year ended December 31, 2024 from the operations of the business acquired, and $104,066, during

the year ended December 31, 2023.

Our ability to continue to generate revenue and grow our revenue will depend, in part, on our ability

to execute our business plan, expand our business model in a timely manner.

generated revenues of $2,214,542 and $2,364,093, respectively, for the years ended December 31, 2025 and 2024.

Our ability to continue

to generate revenue and grow our revenue will depend, in part, on our ability to execute our business plan, expand our business model

in a timely manner.

We may fail to do so.

A variety of factors outside of our

control could affect our ability to generate revenue and increase revenue growth.

A variety of factors outside of our control could affect our ability to generate revenue and

increase revenue growth.

have incurred net losses since our inception and expect losses to continue.

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2024, respectively, and our accumulated deficit as of December 31, 2025 and December 31, 2024 was $6,158,495 and $2,360,505, respectively.

we are unable to achieve and maintain profitability, we may be unable to continue our operations.

There is a risk that we may never bring

our acquired business or assets and subsequent business operations to the marketplace.

In addition, there is no guarantee that our subsequent

operations will be profitable in the future, and you could lose your entire investment.

If we are unable to achieve and maintain profitability, we may be unable to continue our operations.

There is a risk that we may never

bring our acquired business or assets and subsequent business operations to the marketplace.

In addition, there is no guarantee that

our subsequent operations will be profitable in the future, and you could lose your entire investment.

may not be able to continue as a going concern if we do not obtain additional financing.

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equity or debt financing, reduce expenditures and generate significant revenue.

Our financial statements as of December 31, 2024 did

not include any adjustments that might result from the outcome of this uncertainty.

The reaction of investors to the inclusion of a going

concern statement by our auditors, and our potential inability to continue as a going concern, in future years could materially adversely

affect our share price and our ability to raise new capital.

Our financial statements as of December 31, 2025 and

2024 did not include any adjustments that might result from the outcome of this uncertainty.

The reaction of investors to the inclusion

of a going concern statement by our auditors, and our potential inability to continue as a going concern, in future years could materially

adversely affect our share price and our ability to raise new capital.

operations rely on the need for qualified servicers of our specialized microwave technology machinery, as well as on the availability

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publicity, whether accurate or not, related to our industry or to us or our products, brands, marketing, executive leadership, employees,

Board of Directors, family stockholders, operations, current or anticipated business performance, or environmental or social efforts

could negatively affect our corporate reputation, stock price, ability to attract and retain high-quality talent, or the performance

Board of Directors members, family, stockholders, operations, current or anticipated business performance, or environmental or social

efforts could negatively affect our corporate reputation, stock price, ability to attract and retain high-quality talent, or the performance

of our brands and business.

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in interpretation of existing rules, standards, or pronouncements could have a material adverse effect on our business and financial

As a multinational company based in the United States, we are more exposed to the impact of changes in U.S.

tax legislation

and regulations than most of our major competitors, especially changes that affect the effective corporate income tax rate.

2022, the U.S.

enacted the Inflation Reduction Act of 2022 (“IRA”) which, among other provisions, implemented a 15% minimum

tax on book income of certain large corporations.

We continue to evaluate the various provisions of the IRA and currently anticipate

that its impact, if any, will not be material to our operating results or cash flows.

Additional tax proposals sponsored by the current

presidential administration could lead to U.S.

As a company based in the United States, we are more exposed to the impact of changes in U.S.

tax legislation and regulations

than most of our major competitors, especially changes that affect the effective corporate income tax rate.

In August 2022, the U.S.

enacted the Inflation Reduction Act of 2022 (“IRA”) which, among other provisions, implemented a 15% minimum tax on book

income of certain large corporations.

We continue to evaluate the various provisions of the IRA and currently anticipate that its impact,

if any, will not be material to our operating results or cash flows.

Additional tax proposals sponsored by the current U.S.

administration could lead to U.S.

tax changes, including significant increases to the U.S.

corporate income tax rate

and the minimum tax rate on certain earnings of foreign subsidiaries.

While we are unable to predict whether any of these changes will

ultimately be enacted, if these or similar proposals are enacted into law, they could negatively impact our effective tax rate and reduce

net earnings.

corporate income tax rate and the minimum

tax rate on certain earnings of foreign subsidiaries.

While we are unable to predict whether any of these changes will ultimately be

enacted, if these or similar proposals are enacted into law, they could negatively impact our effective tax rate and reduce net earnings.

business operations are also subject to numerous duties or taxes not based on income, sometimes referred to as “indirect taxes.”

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could be imposed.

For example, in February 2021, the European Union published its Europe Beating Cancer Plan.

As part of the plan, by

the end of 2023, the European Union will issue a proposal for mandatory health warnings on beverage alcohol product labels.

Such campaigns

could result in additional governmental regulations concerning the production, marketing, labeling, or availability of our products,

any of which could damage our reputation, make our brands unrecognizable, or reduce demand for our products, which could adversely affect

our profitability.

If additional or more severe requirements of this type are imposed on one or more of our products under current or

future health, environmental, or other laws or regulations, they could inhibit sales of such products.

Further, we cannot predict whether

our products will become subject to increased rules and regulations, which, if enacted, could increase our costs or adversely impact

For example, in 2023, the European Union progressed on initiatives under its “ Europe’s Beating Cancer

Plan ” to introduce mandatory health warnings on alcoholic beverages, aiming for implementation alongside ingredient/nutrient

Ireland led by signing regulations in May 2023 for comprehensive health warnings, including cancer and liver disease risks, by

2026, setting a potential standard for the EU.

Such campaigns could result in additional governmental regulations concerning the production,

marketing, labeling, or availability of our products, any of which could damage our reputation, make our brands unrecognizable, or reduce

demand for our products, which could adversely affect our profitability.

If additional or more severe requirements of this type are imposed

on one or more of our products under current or future health, environmental, or other laws or regulations, they could inhibit sales

of such products.

Further, we cannot predict whether our products will become subject to increased rules and regulations, which, if enacted,

could increase our costs or adversely impact sales.

Counterfeiting

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have a material adverse effect on our business.

As of December 31, 2024 and 2023, we had cash of $ 11,159 and $115,111, respectively.

We do not expect that our existing cash and cash from revenue will be sufficient to fund our current operations through at least 12 months

from the date of this annual report.

We will need to raise additional funds in the future to fund our working capital needs and to fund

further expansion of our business.

We may require additional equity or debt financings, collaborative arrangements with corporate partners

or funds from other sources for these purposes.

No assurance can be given that necessary funds will be available for us to finance our

development on acceptable terms, if at all.

Furthermore, such additional financings may involve substantial dilution of our stockholders

or may require that we relinquish rights to certain of our technologies or products.

In addition, we may experience operational difficulties

and delays due to working capital restrictions.

If adequate funds are not available from operations or additional sources of financing,

we may have to delay or scale back our growth plans.

As of December 31, 2025, we had cash of $211,948.

We do not expect that our existing

cash and cash from revenue will be sufficient to fund our current operations through at least 12 months from the date of this annual

We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business.

We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for

these purposes.

No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms,

Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish

rights to certain of our technologies or products.

In addition, we may experience operational difficulties and delays due to working

capital restrictions.

If adequate funds are not available from operations or additional sources of financing, we may have to delay or

scale back our growth plans.

expect to incur losses in the future.

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Company’s management expects to issue additional shares.

Company has 300,000,000 authorized common shares, of which 215,247,730 are currently issued and outstanding and 10,000,000 shares of

Series A Convertible Preferred Stock (the “Series A Preferred Stock”), of which no shares are issued and outstanding.

to the terms of the Exchange Agreement and the Merger Agreement, we issued an aggregate of 67,500,000 shares of common stock.

Company has 300,000,000 authorized common shares, of which, as of the date of this filing, 235,610,043 are currently issued and outstanding

and 10,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), of which no shares are issued

and outstanding.

The Company also has

do not anticipate paying dividends.

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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