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Item 1A. Risk Factors

2025-08-14 compared with 2025-06-13 · 100 added, 96 removed, 100 unchanged (66% of the section changed)

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10-K, except as follows:

we are not successful in our efforts to increase sales or raise capital, we could experience a shortfall in cash over the next twelve months,

and our ability to obtain additional financing on acceptable terms, if at all, may be limited.

At March 31, 2025 and December 31, 2024,

we had cash and cash equivalents and a short-term investment, collectively, of $230,509 and $375,873 respectively.

we are not successful with our efforts to increase revenue, we could experience a shortfall in cash over the next twelve months.

If we are not successful in our efforts

to increase sales or raise capital, we could experience a shortfall in cash over the next twelve months, and our ability to

obtain additional financing on acceptable terms, if at all, may be limited.

At June 30, 2025 and December 31, 2024, we

had cash and cash equivalents and a short-term investment, collectively, of $2,767,210 and $375,873 respectively.

are not successful with our efforts to increase revenue, we could experience a shortfall in cash over the next twelve months.

If there is a shortfall, we may be forced to reduce operating expenses, among other steps, all of which would have a material adverse

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be unable to continue as a going concern.

Our independent

registered public accounting firm has expressed doubt about our ability to continue as a going concern .

The report of our independent

registered public accounting firm contains a note stating that the accompanying financial statements have been prepared assuming we will

continue as a going concern.

At March 31, 2025 and December 31, 2024, we had cash and cash equivalents and a short-term investment, collectively,

of $230,509 and $375,873, respectively.

Our independent registered public accounting

firm has expressed doubt about our ability to continue as a going concern .

The report of our independent registered public

accounting firm contains a note stating that the accompanying financial statements have been prepared assuming we will continue as a going

At June 30, 2025 and December 31, 2024, we had cash and cash equivalents and a short-term investment, collectively, of $2,767,210

and $375,873, respectively.

We have incurred losses since inception, have

negative working capital of $21,495,360 as of March 31, 2025 and have negative operating cash flows, which has raised substantial doubt

negative working capital of $20,761,681 as of June 30, 2025 and have negative operating cash flows, which has raised substantial doubt

about our ability to continue as a going concern.

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future, account for a significant portion of our revenues in any one year or over a period of several consecutive years.

for the three months ended March 31, 2025 approximately 84% of our revenue was generated from one customer and for the year ended December

for the six months ended June 30, 2025 approximately 81% of our revenue was generated from one customer and for the year ended December

31, 2024, approximately 87% of our revenue was generated from one customers.

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from a significant customer could have a material adverse effect on our business, financial condition, results of operations and cash

Our clients may adjust, cancel or suspend the contracts in our

Our clients may adjust, cancel or suspend

the contracts in our backlog;

as such, our backlog is not necessarily indicative of our future revenues or earnings.

In addition, even if fully performed,

our backlog is not a good indicator of our future gross margins.

Backlog represents the

total dollar amount of revenues we expect to record in the future as a result of performing work under contracts we have been awarded.

Backlog may fluctuate significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future

backlog levels or the rate at which backlog will be recognized as revenue.

We include in backlog only those contracts for which we have

reasonable assurance that the customer can obtain the permits for construction and can fund the construction.

As of December 31, 2024,

our backlog totaled approximately $1.2 million and as of March 31, 2025, our backlog totaled approximately $0.8 million.

Our backlog is

described more in detail in “Note 10—Construction Backlog” of the notes to our consolidated financial statements included

elsewhere in this Quarterly Report on Form 10-Q.

We cannot provide assurance that our backlog will be realized as revenues in the amounts

reported or, if realized, will result in profits.

In accordance with industry practice, substantially all of our contracts are subject

to cancellation, termination or suspension at our customer’s discretion.

In the event of a project cancellation, we generally would

not have a contractual right to the total revenue reflected in our backlog.

Projects can remain in backlog for extended periods of time

because of the nature of the project and the timing of the particular services required by the project.

In addition, the risk of contracts

in backlog being cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes

in commodity prices.

In addition, even

if fully performed, our backlog is not a good indicator of our future gross margins.

Backlog represents the total dollar amount of

revenues we expect to record in the future as a result of performing work under contracts we have been awarded.

Backlog may fluctuate

significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future backlog levels or the

rate at which backlog will be recognized as revenue.

We include in backlog only those contracts for which we have reasonable assurance

that the customer can obtain the permits for construction and can fund the construction.

As of December 31, 2024, our backlog totaled

approximately $1.2 million and as of June 30, 2025, our backlog totaled approximately $1.2 million.

Our backlog is described more in detail

in “Note 10—Construction Backlog” of the notes to our consolidated financial statements included elsewhere in this Quarterly

Report on Form 10-Q.

We cannot provide assurance that our backlog will be realized as revenues in the amounts reported or, if realized,

will result in profits.

In accordance with industry practice, substantially all of our contracts are subject to cancellation, termination

or suspension at our customer’s discretion.

In the event of a project cancellation, we generally would not have a contractual right

to the total revenue reflected in our backlog.

Projects can remain in backlog for extended periods of time because of the nature of the

project and the timing of the particular services required by the project.

In addition, the risk of contracts in backlog being cancelled

or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.

The contracts in our backlog are subject to changes

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stockholders and may make it more difficult to raise additional equity capital.

At March 31, 2025, there were options, restricted stock units

and warrants of 1,822, 472,443 and 6,259,799, respectively, outstanding that could potentially dilute future net income per share.

Because the Company had a net loss as of March 31, 2025, it is prohibited from including potential common shares in the computation of

diluted per share amounts.

Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and diluted

loss per share.

At June 30, 2025, there were options, restricted

stock units and warrants of 1,822, 404,925 and 993,551,519, respectively, outstanding that could potentially dilute future net income

Because the Company had a net loss as of March 31, 2025, it is prohibited from including potential common shares in the computation

of diluted per share amounts.

Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and

diluted loss per share.

At March 31, 2024, there were no restricted stock units and options and warrants of 1,822 and 239,321, respectively,

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our business and operating results.

The uncertain financial

markets, disruptions in supply chains, mobility restraints, and changing priorities as well as volatile asset values also affect our business

operations and our ability to enter into collaborations and joint ventures.

To date, inflation has caused increases on some of our

estimated costs for construction projects in progress and completed during the past two fiscal years, which has affected our

revenue and income(loss) from continuing operations.

The uncertain financial markets, disruptions in

supply chains, mobility restraints, and changing priorities as well as volatile asset values also affect our business operations and our

ability to enter into collaborations and joint ventures.

To date, inflation has caused increases on some of our estimated costs for

construction projects in progress and completed during the past two fiscal years, which has affected our revenue and income(loss)

from continuing operations.

It is difficult to predict the impact on increasing inflation on our operations.

are actively monitoring the effects these disruptions and increasing inflation could have on our operations.

We are actively

monitoring the effects these disruptions and increasing inflation could have on our operations.

A number of other economic and geopolitical factors

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the impact of each of the foregoing on outsourcing and procurement arrangements.

Failure to meet

NASDAQ’s continued listing requirements could result in the delisting of our common stock, negatively impact the price of our common

stock and negatively impact our ability to raise additional capital .

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”

or the “Nasdaq Capital Market”), which imposes, among other requirements, a minimum bid requirement.

On May 10, 2024, the

Company received a letter (the “Delisting Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company

that Nasdaq previously notified the Company on November 7, 2023 that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2)

(“Rule 5550(a)(2)”), which requires a minimum bid price of at least $1.00 per share for continued listing.

On May 16, 2014,

the Company received a letter from Nasdaq stating that for the period from May 2, 2024 to May 15, 2024, the closing bid price of the Company’s

common stock had been at $1.00 per share or greater, and accordingly the Company had regained compliance with Rule 5550(a)(2).

the Company cannot provide assurances that it will be able to continue to comply with Rule 5550(a)(2) in the future.

April 19, 2024, the Company received a letter from Nasdaq notifying it that it was not in compliance with Nasdaq Listing Rule 5250(c)(1)

(“Rule 5250(c)(1)”), which requires companies to timely file all required periodic financial reports with the SEC for continued

On May 13, 2024, the Company received a letter from Nasdaq notifying the Company that, based on the May 7, 2024 and May 10, 2024

filings of the Company’s Form 10-K and Form 10-K/A, respectively, for the year ended December 31, 2023, the Company had regained

compliance with Rule 5250(c)(1).

However, the Company cannot provide assurances that it will be able to continue to comply with Rule 5250(c)(1)

in the future.

On May 16, 2024, the Company

received a letter from Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”)

because the stockholders’ equity of the Company of $6,334,859, as reported in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2023, was below the minimum requirement of $2.5 million.

As of the date of this Quarterly Report on Form 10-Q,

the Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the

most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards

Failure to meet NASDAQ’s continued

listing requirements could result in the delisting of our common stock, negatively impact the price of our common stock and negatively

impact our ability to raise additional capital .

Our Common Stock is listed

on the Nasdaq Capital Market (“Nasdaq” or the “Nasdaq Capital Market”), which imposes, among other requirements,

a minimum bid requirement.

On May 10, 2024, the Company received a letter (the “Delisting Notice”) from The Nasdaq Stock Market

LLC (“Nasdaq”) notifying the Company that Nasdaq previously notified the Company on November 7, 2023 that the Company was

not in compliance with Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”), which requires a minimum bid price of at least

$1.00 per share for continued listing.

On May 16, 2014, the Company received a letter from Nasdaq stating that for the period from May

2, 2024 to May 15, 2024, the closing bid price of the Company’s common stock had been at $1.00 per share or greater, and accordingly

the Company had regained compliance with Rule 5550(a)(2).

However, the Company cannot provide assurances that it will be able to continue

to comply with Rule 5550(a)(2) in the future.

On April 19, 2024, the Company received a letter

from Nasdaq notifying it that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (“Rule 5250(c)(1)”), which requires

companies to timely file all required periodic financial reports with the SEC for continued listing.

On May 13, 2024, the Company received

a letter from Nasdaq notifying the Company that, based on the May 7, 2024 and May 10, 2024 filings of the Company’s Form 10-K and

Form 10-K/A, respectively, for the year ended December 31, 2023, the Company had regained compliance with Rule 5250(c)(1).

Company cannot provide assurances that it will be able to continue to comply with Rule 5250(c)(1) in the future.

On May 16, 2024, the Company received a letter

from Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”) because

the stockholders’ equity of the Company of $6,334,859, as reported in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2023, was below the minimum requirement of $2.5 million.

As of the date of this Quarterly Report on Form 10-Q, the

Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the most

recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards

for continued listing on Nasdaq.

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Rule 5550(b)(1) until November 12, 2024, subject to the Company regaining and evidencing compliance with Rule 5550(b)(1) by such date.

The Company expects to regain

compliance with Rule 5550(b)(1) as a result of the recent private placement, cost-cutting initiatives aimed at achieving positive cash

flow in 2024, ongoing debt reduction and other strategic initiatives;

provided that there can be no assurances that such measures will

be consummated or that they will achieve their intended effects.

If the Company does not regain compliance with Rule 5550(b)(1) by November

12, 2024, Nasdaq will provide written notice that our common stock is subject to delisting.

At such time, the Company would be entitled

to appeal the delisting determination to a Nasdaq Hearing Panel (the “Panel”).

The hearing request would stay any suspension

or delisting action pending the conclusion of the hearing process and expiration of any additional extension period granted by the Panel

following the hearing.

The Company expects to regain compliance with

Rule 5550(b)(1) as a result of the recent private placement, cost-cutting initiatives aimed at achieving positive cash flow in 2024, ongoing

debt reduction and other strategic initiatives;

provided that there can be no assurances that such measures will be consummated or that

they will achieve their intended effects.

If the Company does not regain compliance with Rule 5550(b)(1) by November 12, 2024, Nasdaq

will provide written notice that our common stock is subject to delisting.

At such time, the Company would be entitled to appeal the delisting

determination to a Nasdaq Hearing Panel (the “Panel”).

The hearing request would stay any suspension or delisting action pending

the conclusion of the hearing process and expiration of any additional extension period granted by the Panel following the hearing.

Any delisting of the Company’s common stock

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ability to attract new investors, reduce the liquidity of its outstanding shares of common stock, reduce its ability to raise additional

capital, reduce the price at which its common stock trades, result in negative publicity and increase the transaction costs inherent

in trading such shares with overall negative effects for the Company’s stockholders.

The Company cannot assure its investors that

its common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the-counter quotation

capital, reduce the price at which its common stock trades, result in negative publicity and increase the transaction costs inherent in

trading such shares with overall negative effects for the Company’s stockholders.

The Company cannot assure its investors that its

common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the-counter quotation

In addition, delisting of the Company’s common stock could deter broker-dealers from making a market in or otherwise seeking

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For these reasons and others, delisting could adversely affect the Company’s business, financial condition and

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

and Use of Proceeds

Defaults Upon Senior Securities

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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-Q

Item 1A. Risk Factors