What changed in this filing

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Item 1A. Risk Factors

2025-03-25 compared with 2024-06-28 · 356 added, 54 removed, 94 unchanged (81% of the section changed)

1 unchanged sentence

related to our operations.

We generated revenues of $104,066 for the year ended December 31, 2023

from the operations of the business acquired, and $0, during the year ended December 31, 2022.

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 $2,364,093 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.

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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respectively, and our accumulated deficit as of December 31, 2024 and December 31, 2023 was $2,360,505 and $739,388, respectively.

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

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

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

current chief executive officer and chief financial officer has other business interests.

Laker, our Chief Executive Officer, Chief Financial Officer and a member of the Company’s Board of

Directors, currently devotes approximately eight hours per week providing management services to us.

presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase,

with the result that he would no longer be able to devote sufficient time to the management of our business.

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

Specialties addresses companies’ most pressing challenges by implementing automated Radio Frequency Technology Systems in a sustainable

way reducing energy costs and increasing speed to market when compared to traditional methods.

RF Specialties Radio Frequency Technology

Systems are utilized in several applications, including pasteurization, disinfestation process is a non-thermal food processing technique

that uses high-frequency electromagnetic energy to kill harmful microorganisms in dry food commodities.

The Company also targets applications

of this process in engineered wood products, adhesives, wood forest products and food and beverages.

In addition to providing the machinery

and technology needed for these types of applications, RF Specialties employs qualified personnel that are capable and knowledgeable

about our technology and install and service our systems.

In the event that no qualified installers or servicers are available, we could

experience unfavorable business results including the loss of our contracts and a loss of the market for our technology.

in consumer preferences and purchases, any decline in the social acceptability of our products, or governmental adoption of policies

disadvantageous to beverage alcohol could negatively affect our business results.

Two Trees Beverage Company business is a branded consumer products company in a highly competitive market, and our success depends substantially

on our continued ability to offer consumers appealing, high-quality products.

Consumer preferences and purchases may shift, often in

unpredictable ways, as a result of a variety of factors, including health and wellness trends;

changes in economic conditions, demographic,

and social trends;

public health policies and initiatives;

changes in government regulation of beverage alcohol products;

regulations related to product safety;

legalization of cannabis and its use on a more widespread basis in the markets where we operate;

and changes in trends related to travel, leisure, dining, gifting, entertaining, and beverage consumption.

As a result, consumers may

begin to shift their consumption and purchases from our premium and super-premium products, or away from alcoholic beverages entirely.

This shift includes consumption at home as a result of various factors, including shifts in social trends, and shifts in the channels

for the purchases of our products.

These shifts in consumption and purchasing channels could adversely impact our profitability.

also may begin to prefer the products of competitors or may generally reduce their demand for brands produced by larger companies.

the past several decades, the number of small, local distilleries in the United States has grown significantly.

This growth is being

driven by a trend of consumers showing increasing interest in locally produced, regionally sourced products.

As more brands enter the

market, increased competition could negatively affect demand for our premium and super-premium American whiskey brands, including Jack

In addition, we could experience unfavorable business results if we fail to attract consumers from diverse backgrounds

and ethnicities in all markets where we sell our products.

into new product categories by other suppliers, or innovation by new entrants into the market, could increase competition in our product

Increased competition may, among other things, negatively impact our ability to maintain or gain market share;

increase pricing

pressure, which inhibits our ability to adequately respond to inflationary changes in commodities used in making our products;

increases in marketing and promotional activities;

and negatively impact the market for our products.

To continue to succeed, we must

anticipate or react effectively to shifts in demographics, our competition, consumer behavior, consumer preferences, drinking tastes,

and drinking occasions.

facility disruption could adversely affect our business.

liquor products are distilled at a single location.

A catastrophic event causing physical damage, disruption, or failure at our facility

could adversely affect our business.

These and other supply (or supply chain) disruptions could prevent us from meeting consumer demand

for the affected products in the short and medium term.

In addition to catastrophic events identified above, supply disruptions could

include the temporary inability to make our products at normal levels or at all.

We could also experience disruptions if our suppliers

are unable to deliver supplies.

Our business continuity plans may not prevent business disruption, and reconstruction of any damaged

facilities could require a significant amount of time and resources.

costs or unavailability of water, raw materials, product ingredients, or labor could adversely affect our financial results.

products use materials and ingredients that we purchase from a variety of suppliers across the United States.

Our ability to make and

sell our products depends on the availability of the raw materials, product ingredients, finished products, wood, glass bottles, bottle

closures, packaging, and other materials used to produce and package them.

Without sufficient quantities of one or more key materials,

our business and financial results could suffer.

If any of our key suppliers were no longer able to meet our timing, quality, or capacity

requirements, ceased doing business with us, or significantly raised prices, and we could not promptly develop alternative cost-effective

sources of supply or production, our operations and financial results could suffer.

costs or insufficient availability of suitable grain alcohol, corn bourbon and other distillates, water, molasses, wood, glass, closures,

and other input materials, or higher associated labor costs or insufficient availability of labor, may adversely affect our financial

Similarly, when energy costs rise, our transportation, freight, and other operating costs, such as distilling and bottling expenses,

also may increase.

Our freight cost and the timely delivery of our products could be adversely affected by a number of factors, including

driver or equipment shortages, higher fuel costs, weather conditions, traffic congestion, ocean freight lane disruptions, shipment container

availability, rail shutdowns, increased government regulation, and other matters that could reduce the profitability of our operations.

Our financial results may be adversely affected if we cannot pass along energy, freight, or other input cost increases through higher

prices to our customers without reducing demand or sales.

International

or domestic geopolitical or other events, including the imposition of any tariffs or quotas by governmental authorities on any raw materials

that we use in the production of our products, could adversely affect the supply and cost of these raw materials to us.

While we do not

currently expect our production operations to be directly impacted by conflicts around the world, changes in global grain and commodity

pricing and availability may impact the markets where we operate.

If we cannot offset higher raw material costs with higher selling prices,

increased sales volume, or reductions in other costs, our profitability could be adversely affected.

acute or chronic climate change impacts, fires, diseases, and other agricultural uncertainties that affect the health, yield, quality,

or price of the various raw materials used in our products also present risks for our business, including in some cases potential impairment

in the recorded value of our inventory.

Increasing average temperatures could also affect the maturation and yield of our aged inventory

Changes in weather patterns or intensity can disrupt our supply chain as well, which may affect production operations, insurance

costs and coverage, and the timely delivery of our products.

is an essential component of our products, so the quality and quantity of available water is critical to our ability to operate our business.

If extended droughts become more common or severe, or if our water supply is interrupted for other reasons, high-quality water could

become scarce in some key production regions for our products, which in turn could adversely affect our business and financial results.

recalls or other product liability claims could materially and adversely affect our sales.

success of our brands depends on the positive image that consumers have of them.

We could decide to or be required to recall products

due to suspected or confirmed product contamination, product tampering, spoilage, regulatory non-compliance, food safety issues, or other

quality issues.

Any of these events could adversely affect our financial results.

Actual contamination, whether deliberate or accidental,

could lead to inferior product quality and even illness, injury, or death of consumers, potential liability claims, and material loss.

Should a product recall become necessary, or we voluntarily recall a product in the event of contamination, damage, or other quality

issue, sales of the affected product or our broader portfolio of brands could be adversely affected.

A significant product liability

judgment or widespread product recall may negatively impact sales and our business and financial results.

Even if a product liability

claim is unsuccessful or is not fully pursued, resulting negative publicity could adversely affect our reputation with existing and potential

customers and our corporate and brand image.

publicity could affect our business performance.

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

of our brands and business.

publicity or negative commentary on social media, whether accurate or not, particularly any that go “viral,” could cause

consumers or other stakeholders to react by disparaging or avoiding our brands or company, which could materially negatively affect our

financial results.

Additionally, investor advocacy groups, institutional investors, other market participants, stockholders, employees,

consumers, customers, influencers, and policymakers have focused increasingly on the environmental, social, and governance or “sustainability”

positions and practices of companies.

our positions or practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our corporate

reputation, stock price, ability to attract and retain high-quality talent, and the performance of our brands and business may be negatively

Stakeholders and others who disagree with our company’s actions, positions, or statements may speak negatively or advocate

against the company, with the potential to harm our reputation or business through negative publicity, adverse government treatment,

or other means.

requirements of remaining a public company may strain our resources, which could make it difficult to manage our business.

are required to comply with various regulatory and reporting requirements, including those required by the SEC.

Complying with these

reporting and other regulatory requirements are time-consuming and expensive and could have a negative effect on our business, results

of operations and financial condition.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of

2002, as amended (the “Sarbanes-Oxley Act”) including maintaining internal controls over financial reporting, and if we fail

to continue to comply, our business could be harmed, and the price of our securities could decline.

expect to face intense competition, often from companies with greater resources and experience than we have.

are likely to face competition from companies that have substantially greater financial, technological, managerial and research and development

resources and experience than we have.

In addition, if we are successful in closing an acquisition of one or more target companies, these

acquired companies are likely to face competition for their service and product offerings from large and well-established companies that

have greater production capabilities and marketing and sales experience than we have.

If we are unable to compete successfully, we may

be unable to grow, sustain our revenue or be successful in achieving our business plan.

are growing the size of our organization, and we may experience difficulties in managing any growth we may achieve.

our growth plans proceed and development and commercialization plans and strategies develop, we expect to need additional development,

managerial, operational, sales, marketing, financial, accounting, legal, and other resources.

Future growth would impose significant

added responsibilities on members of management.

Our management may not be able to accommodate those added responsibilities, and our

failure to do so could prevent us from effectively managing future growth, if any, and successfully growing our Company.

we are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects could

be materially harmed.

business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets

we will serve and for the companies we acquire.

If problems arise with our future products or services, our brand and reputation could

be diminished.

If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be

materially harmed.

and Regulatory Risks

and local governments may adopt regulations or undertake investigations that could limit our business activities or increase our costs.

business is subject to extensive regulatory requirements regarding production, exportation, importation, marketing and promotion, labeling,

distribution, pricing, and trade practices, among others.

Changes in laws, regulatory measures, or governmental policies, or the manner

in which current ones are interpreted, could subject us to governmental investigations, cause us to incur material additional costs or

liabilities, and jeopardize the growth of our business in the affected market.

Specifically, governments could prohibit, impose, or increase

limitations on advertising and promotional activities, or times or locations where beverage alcohol may be sold or consumed, or adopt

other measures that could limit our opportunities to reach consumers or sell our products.

Certain countries historically have banned

all television, newspaper, magazine, and digital commerce/advertising for beverage alcohol products.

Additional regulation of this nature

could substantially reduce consumer awareness of our products in the affected markets and make the introduction of new products more

regulation in the United States and other countries addressing climate change, use of water, and other environmental issues could increase

our operating costs.

Increasing regulation of CO2 emissions could increase the cost of energy, including fuel, required to operate our

facilities or transport and distribute our products, thereby substantially increasing the production, distribution, and supply chain

costs associated with our products.

increases and changes in tax rules could adversely affect our financial results.

business is sensitive to changes in both direct and indirect taxes.

New tax rules, accounting standards or pronouncements, and changes

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.

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.

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

These indirect taxes include excise taxes, sales or value-added taxes, property taxes, payroll taxes, import and export duties, and tariffs.

Increases in or the imposition of new indirect taxes on our operations or products would increase the cost of our products or materials

used to produce our products or, to the extent levied directly on consumers, make our products less affordable, which could negatively

affect our financial results by reducing purchases of our products and encouraging consumers to switch to lower-priced or lower-taxed

product categories.

As governmental entities look for increased sources of revenue, they may increase taxes on beverage alcohol products.

ability to market and sell our products depends heavily on societal attitudes toward drinking and governmental policies that both flow

from and affect those attitudes.

social and political attention has been directed at the beverage alcohol industry.

For example, there remains continued attention focused

largely on public health concerns related to alcohol abuse, including drunk driving, underage drinking, and the negative health impacts

of the abuse and misuse of beverage alcohol.

While most people who drink alcoholic beverages do so in moderation, it is commonly known

and well reported that excessive levels or inappropriate patterns of drinking can lead to increased risk of a range of health conditions

and, for certain people, can result in alcohol dependence.

Some academics, public health officials, and critics of the alcohol industry

in the United States, Europe, and other parts of the world continue to seek governmental measures to make beverage alcohol more expensive,

less available, or more difficult to advertise and promote.

If future scientific research indicates more widespread serious health risks

associated with alcohol consumption – particularly with moderate consumption – or if for any reason the social acceptability

of beverage alcohol declines significantly, sales of our products could be adversely affected.

additional labeling or warning requirements or limitations on the availability of our products could inhibit sales of affected products.

jurisdictions have adopted or may seek to adopt significant additional product labeling or warning requirements or impose limitations

on the availability of our products relating to the content or perceived adverse health consequences of some of our products.

such labeling regulations or laws require warnings on any product with substances that the jurisdiction lists as potentially associated

with cancer or birth defects.

Our products already raise health and safety concerns for some regulators, and heightened requirements

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

Counterfeiting

or inadequate protection of our intellectual property rights could adversely affect our business prospects.

brand names, trademarks, and related intellectual property rights are critical assets, and our business depends on protecting them online

and in the countries where we do business.

We may not succeed in protecting our intellectual property rights in a given market or in

challenging those who infringe our rights or imitate or counterfeit our products.

Although we believe that our intellectual property

rights are legally protected in the markets where we do business, the ability to register and enforce intellectual property rights varies

from country to country.

In some countries, for example, it may be more difficult to successfully stop counterfeiting or look-alike products,

either because the law is inadequate or, even though satisfactory legal options may exist, it may be difficult to obtain and enforce

sanctions against counterfeiters.

We may not be able to register our trademarks in every country where we want to sell a particular product,

and we may not obtain favorable decisions by courts or trademark offices.

and legal disputes could expose our business to financial and reputational risk.

private or governmental litigation challenging the production, marketing, promotion, distribution, or sale of beverage alcohol or specific

brands could affect our ability to sell our products.

Because litigation and other legal proceedings can be costly to defend, even actions

that are ultimately decided in our favor could have a negative impact on our business reputation or financial results.

Lawsuits have

been brought against beverage alcohol companies alleging problems related to alcohol abuse, negative health consequences from drinking,

problems from alleged marketing or sales practices, and underage drinking.

While these lawsuits have been largely unsuccessful in the

past, others may succeed in the future.

We could also experience employment-related or cybersecurity-related class actions, environmental

claims, commercial disputes, product liability actions stemming from a beverage or container production defect, a whistleblower suit,

or other major litigation that could adversely affect our business results, particularly if there is negative publicity.

discussed throughout these risk factors, governmental actions around the world are a continuing compliance risk for global companies

such as ours.

In addition, as a U.S.

public company, we are exposed to the risk of securities-related class action suits, particularly

following a precipitous drop in the share price of our stock.

Adverse developments in major lawsuits concerning these or other matters

could result in management distraction and have a material adverse effect on our business.

economic conditions could negatively affect our operations and results.

national or regional economic conditions may be triggered by numerous developments beyond our control, including geopolitical events,

health crises, and other events that trigger economic volatility on a global or regional basis.

Those types of unfavorable economic conditions

could adversely affect our business and financial results.

In particular, a significant deterioration in economic conditions, including

economic slowdowns or recessions, increased unemployment levels, inflationary pressures, or disruptions to credit and capital markets

could lead to decreased consumer confidence and consumer spending more generally, thus reducing consumer demand for our products.

example, since 2021, the United States has experienced a rapid increase in inflation levels.

Such heightened inflationary levels may

negatively impact consumer disposable income and discretionary spending and, in turn, reduce consumer demand for our premium products

and increase our costs.

Unfavorable economic conditions could also cause governments to increase taxes on beverage alcohol to attempt

to raise revenue, reducing consumers’ willingness to make discretionary purchases of beverage alcohol products or pay for premium

brands such as ours.

economic conditions could also adversely affect our suppliers, distributors, customers, and retailers, who in turn could experience cash

flow challenges, more costly or unavailable financing, credit defaults, and other financial hardships.

Such financial hardships could

lead to distributor or retailer destocking, disruption in raw material supply, increase in bad debt expense, or increased levels of unsecured

credit that we may need to provide to customers.

Other potential negative consequences to our business from unfavorable economic conditions

include higher interest rates, an increase in the rate of inflation, deflation, exchange rate fluctuations, credit or capital market

instability, or lower returns on pension assets or lower discount rates for pension obligations (possibly requiring higher contributions

to our pension plans).

success depends in part on our ability to identify, recruit and retain skilled management and technical personnel.

If we fail to recruit

and retain suitable candidates or if our relationship with our employees changes or deteriorates, there could be a material adverse impact

on our business, results of operations or financial condition

are highly dependent upon our personnel, including Steve Laker, our Chief Executive Officer.

The loss of Mr.

Laker would have a material adverse effect on

Laker’s services could

impede the achievement of our business objectives.

We have not obtained, do not own, nor are we the beneficiary of, key-person life insurance.

Furthermore, our future success depends upon our continuing ability to identify, attract, hire and retain highly qualified personnel,

including skilled management and scientific personnel, all of whom are in high demand and are often subject to competing offers.

for qualified personnel in the our industry is intense, and we may not be able to hire or retain a sufficient number of qualified personnel

to meet our requirements, or be able to do so at salary, benefit and other compensation costs that are acceptable to us.

substantial number of key or qualified employees, or an inability to attract, retain and motivate additional highly skilled employees

required for expansion of our business, could have a material adverse impact on our business, results of operations or financial condition.

have requirements for and there is an uncertainty of access to additional capital.

will continue to incur development costs to further develop our business plan.

Based on our current operating plans, we believe we need to make additional acquisitions

of technologies, or other assets to generate enough cashflow to carry our overhead costs, and plan to operate any subsequent business operations

from working capital, equity subscriptions and shareholders’ loans.

Ultimately, our ability to continue our business operations

depends in part on our ability to obtain financing through debt financing, equity financing, or commence operations and generate revenues

or some combination of these or other means.

There can be no assurance that we will be able to obtain any such financing.

Based on our current operating plans, we believe we need

to make additional acquisitions of technologies, or other assets to generate enough cashflow to carry our overhead costs, and plan to

operate any subsequent business operations from working capital, equity subscriptions and shareholders’ loans.

Ultimately, our

ability to continue our business operations depends in part on our ability to obtain financing through debt financing, equity financing,

or commence operations and generate revenues or some combination of these or other means.

There can be no assurance that we will be able

to obtain any such financing.

have negative cash flow from operations and depend on equity financing and shareholder loans for our operations.

current operating funds are less than necessary to complete our intended plan of operations.

need additional funds.

Our failure to obtain such additional financing could result in delay or indefinite postponement or further of

any subsequent operations which would have a material adverse effect on our business.

As of December 31, 2023 and 2022, we had cash of

$115,111 and $23,715, 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.

We will need additional funds.

to obtain such additional financing could result in delay or indefinite postponement or further of any subsequent operations which would

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.

expect to incur losses in the future.

recently acquired two businesses that generate revenue.

We expect that we may incur operating losses in future periods while

integrating these businesses, and may incur additional costs related to the integration.

We cannot guarantee that we will be

successful in generating revenues at the same level of those businesses in the future.

Failure to generate profitability operations will cause us to

go out of business.

We expect that we may incur operating losses in future periods while integrating

these businesses and may incur additional costs related to the integration.

We cannot guarantee that we will be successful in generating

revenues at the same level of those businesses in the future.

Failure to generate profitability operations will cause us to go out of

operating results may prove unpredictable.

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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 8,957,500 shares are issued and outstanding.

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

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.

do not anticipate paying dividends.

6 unchanged sentences

are an early-stage company and lack an operating history .

Our limited operating history makes it difficult for potential investors to evaluate our products

or prospective operations and business prospects.

We are subject to all the risks inherent in business development, financing, unexpected

expenditures, and complications and delays that often occur in a new business.

Investors should evaluate an investment in us in light

of the uncertainties encountered by developing companies in a competitive environment.

There can be no assurance that our efforts will

be successful or that we will ultimately be able to attain profitability.

limited operating history makes it difficult for potential investors to evaluate our products or prospective operations and business

We are subject to all the risks inherent in business development, financing, unexpected expenditures, and complications and

delays that often occur in a new business.

Investors should evaluate an investment in us in light of the uncertainties encountered by

developing companies in a competitive environment.

There can be no assurance that our efforts will be successful or that we will ultimately

be able to attain profitability.

expect to incur losses in the future.

15 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