What changed in this filing

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Item 1A. Risk Factors

2023-03-10 compared with 2022-03-31 · 41 added, 37 removed, 121 unchanged (39% of the section changed)

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through December 31, 2022, we have an accumulated deficit of $172,955,053.

These factors, among others discussed in Note (1) to the financial

statements included in this Annual Report, raise substantial doubt about our ability to continue as a going concern.

We expect to continue

to incur net losses until we are able to realize revenues to fund our continuing operations.

We may fail to achieve any or significant

revenues from sales or achieve or sustain profitability.

Accordingly, there can be no assurance of when, if ever, we will be profitable

or be able to maintain profitability.

These factors, among others discussed in Note (1) to the

financial statements included in this Annual Report, raise substantial doubt about our ability to continue as a going concern.

to continue to incur net losses until we are able to realize revenues to fund our continuing operations.

We may fail to achieve any or

significant revenues from sales or achieve or sustain profitability.

Accordingly, there can be no assurance of when, if ever, we will

be profitable or be able to maintain profitability.

ARE A DEVELOPMENT STAGE COMPANY AND MAY BE UNABLE TO MANAGE OUR GROWTH OR IMPLEMENT OUR EXPANSION STRATEGY IF WE ARE ABLE TO LAUNCH OUR

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Lee could have a material adverse effect on our operations.

We are also highly dependent on our chief operating

Spencer Hall, who has been critical in the development of business relationships with partners and potential customers.

We do not have employment agreements with Dr.

Hall and do not maintain key man insurance with respect to Dr.

Accordingly, there can be no assurance that they will remain associated with us.

Their efforts will be critical to us as we continue

to develop our technology and as we attempt to transition from a development stage company to a company with commercialized products

and services.

We do not have an employment agreement with Dr.

Lee and do not maintain key man insurance with respect to Dr.

Accordingly, there can be no assurance that Dr.

Lee will remain associated

His efforts will be critical to us as we continue to develop our technology and as we attempt to transition from a development

stage company to a company with commercialized products and services.

If we were to lose Dr.

Lee, or any other key employees or consultants, we may experience difficulties in competing effectively,

developing our technology and implementing our business strategies.

Lee, or any other key employees or consultants,

we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT.

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directors and executive officers beneficially own approximately 38.4% of the outstanding shares of our common stock as of December 31,

Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have the ability to

control the election of our Board of Directors and the outcome of matters submitted to a vote of our stockholders.

2022 was 705,126,846.

Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have

the ability to control the election of our Board of Directors and the outcome of matters submitted to a vote of our stockholders.

Related to Our Common Stock

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the shares in any significant quantity at the quoted price.

WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY

OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.

traded on the OTCQB must be registered with the Securities and Exchange Commission and the issuer must be current with its filings pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1933, as amended in order to maintain price quotation privileges on the OTCQB.

If we fail to remain current in our reporting requirements, we could be removed from the OTCQB.

As a result, the market liquidity for

our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability

of stockholders to sell their securities in the secondary market.

In addition, we may be unable to get re-listed on the OTCQB, which

may have an adverse material effect on our Company.

COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH

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difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions

also to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commission

payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies

available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent

price information for the penny stock held in the account and information on the limited market in penny stocks.

Finally, monthly statements to be sent disclosing recent price

information for the penny stock held in the account and information on the limited market in penny stocks.

DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE;

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There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to

the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the our Board

of Directors.

If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if

its stock price appreciates.

the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our Board of

If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if its

stock price appreciates.

ARTICLES OF INCORPORATION ALLOW FOR OUR BOARD TO CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR STOCKHOLDERS, WHICH

COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.

board of directors has the authority to fix and determine the relative rights and preferences of preferred stock.

Our board of directors

has the authority to issue up to 10,000,000 shares of our preferred stock without further stockholder approval.

As a result, our board

of directors could authorize the issuance of a series of preferred stock that would grant to holders of preferred stock the right to

our assets upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock.

In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our

common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result

in dilution to our existing stockholders.

STOCK OFFERINGS IN THE FUTURE MAY DILUTE THEN-EXISTING SHAREHOLDERS’ PERCENTAGE OWNERSHIP OF THE COMPANY.

our plans and expectations that we will need additional capital, we anticipate that we will need to issue additional shares of common

stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes,

stock options or warrants.

We anticipate that our issuance of additional common stock or securities convertible into or exercisable into

common stock in the future will dilute the percentage ownership of then current stockholders.

headquarters are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387.

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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