What changed in this filing

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Item 1A. Risk Factors

2023-03-10 compared with 2022-02-28 · 239 added, 187 removed, 243 unchanged (64% of the section changed)

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losses, if we are unable to achieve profitability, our financial condition and company could suffer.

While we were profitable for the full year of

2021, since the inception of our business we have historically incurred losses as a result of investing in future growth.

losses in 2019 and 2020 as a result of our increased spending to build the organization to support expected future growth – both

through additional new hires, as well as through acquisitions.

While we have increased revenues significantly, we have not yet consistently

achieved profitability due to these investments and non-cash expenses.

Our ability to achieve consistent profitability depends on our

ability to generate sales through our technology platform and advertising model, while maintaining reasonable expense levels.

not achieve sustainable profitability, it may impact our ability to continue our operations.

The global pandemic may disrupt our business

or the business of our customers

In December 2019, a novel strain of corona virus,

which causes the infectious disease known as COVID-19 was reported.

The World Health Organization declared COVID-19 a Public Health Emergency

and Global Pandemic.

COVID-19 has had, and continues to have, a severe impact on economies around the world, in particular in the healthcare

industry in which we operate.

We have taken steps to modify our business practices and mitigate the impact of the pandemic on us, and

may take further precautions as required by government authorities or to protect the health of our employees, customer, and partners -

but there can be no assurance that such steps will be successful, or that our business operations, or the operations of our customers

or partners will not be materially and adversely affected by the consequences of the pandemic.

This could materially impact our results

of operations, cash flows, and financial condition.

We may be unable to support our technology

to further scale our operations successfully.

Our plan is to grow rapidly through further integration

of our technology in electronic platforms.

Our growth will place significant demands on our management and technology development, as

well as our financial, administrative and other resources.

We cannot guarantee that any of the systems, procedures and controls we put

in place will be adequate to support the commercialization of our operations.

Our operating results will depend substantially on the ability

of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and

other resources.

If we are unable to respond to and manage changing business conditions, or the scale of our solutions, services and operations,

then the quality of our services, our ability to retain key personnel and our business could be harmed.

With the exception of 2021, we have historically

incurred losses as a result of investing in future growth.

We incurred losses in 2022 as a result of our increased spending to build the

organization to support expected future growth – both through additional new hires, as well as through acquisitions.

While we have

increased revenues, we have not yet consistently achieved profitability due to these investments and non-cash expenses.

Our ability to

achieve consistent profitability depends on our ability to generate sales through our technology platform and advertising model, while

maintaining reasonable expense levels.

If we do not achieve sustainable profitability, it may impact our ability to continue our operations.

Seasonal trends in the pharmaceutical brand marketing industry

could affect our operating results.

In general, the pharmaceutical brand marketing

industry experiences seasonal trends that affect the vast majority of participants in the pharmaceutical digital marketing industry.

pharmaceutical companies allocate the largest portion of their brand marketing to the fourth quarter of the calendar year.

the first quarter tends to reflect lower activity levels and lower revenue, with gradual increases in the following quarters.

expect these seasonality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect

our operating results.

Developing and implementing new and updated

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of customers.

Our revenues are concentrated in less than 50

customers, primarily large pharmaceutical manufacturers.

Loss of one or more of our larger customers could have a negative impact on our

operating results.

In both 2021 and 2020, we had three customers that each represented slightly over 10% of our revenues;

one customer represented over 10% of our revenues in both years.

Because the pharmaceutical industry is dominated

by large companies with multiple brands, our revenue is concentrated in a relatively small number of companies.

We have approximately

100 pharmaceutical manufacturers as customers, and our revenues are concentrated in these customers.

Loss of one or more of our larger

customers could have a negative impact on our operating results.

Our top five customers represented 39% of revenue for the year ended

December 31, 2022.

In each of 2022 and 2021, we had one customer that each represented slightly over 10% of our revenues.

We expect that we will continue to depend upon

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and operating results could be materially and adversely affected.

If we are unable to maintain our contracts with electronic

prescription platforms, our business will suffer.

If we are unable to maintain our contracts

with electronic prescription platforms, our business will suffer.

We are reliant upon our contracts with leading

electronic prescribing platforms and electronic health record systems to generate our revenues received from customers Such arrangements

subject us to a number of risks, including the following:

Our contract partners may experience financial, regulatory or operational difficulties, which may impair their ability to focus on and fulfill their contract obligations to us;

Legal disputes or disagreements, including the ownership of intellectual property, may occur with one or more of our partners and may lead to lengthy and expensive litigation or arbitration;

Significant changes in a partner’s business strategy may adversely affect a partner’s willingness or ability to satisfy obligations under any such arrangement;

A partner could terminate the partnership arrangement, which could negatively impact our ability to sell our solutions and achieve revenues.

electronic prescribing (“ERx”) platforms and electronic health record (“EHR”) systems to generate our revenues received

from customers.

Such arrangements subject us to a number of risks, including the following:

● Our ERx and EHR partners may experience financial, regulatory or operational difficulties, which may impair

their ability to focus on and fulfill their contract obligations to us;

● Legal disputes or disagreements, including the ownership of intellectual property, may occur with one

or more of our ERx and EHR partners and may lead to lengthy and expensive litigation or arbitration;

● Significant changes in an ERx and EHR partner’s business strategy may adversely affect a partner’s

willingness or ability to satisfy obligations under any such arrangement;

● The failure of an ERx or EHR partner to provide accurate and complete financial information to us or to maintain adequate and effective

internal control over its financial reporting may negatively affect our ability to meet our financial reporting obligations as required

by the SEC;and

● An ERx and EHR partner could terminate the partnership arrangement, which could negatively impact our

ability to sell our solutions and achieve revenues.

We will need to maintain these relationships as

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our largest partner in 2022 and 2021, respectively.

Our agreements with electronic prescription

platforms and electronic health record systems are subject to audit.

Our agreements with our partners provide for revenue

sharing payments to the platform partners based on the revenue we generate through the platform.

These payments are subject to audit by

our partners, at their cost, and if there is a dispute as to the calculation, we may be liable for additional payments.

If an underpayment

is determined to be in excess of a certain amount, for example 10%, some agreements would require us to pay for the cost of the audit,

future growth depends on our ability to attract, retain customers, and the loss of existing customers, or failure to attract new ones,

could adversely impact our business and future prospects.

Our agreements with ERx and EHR channel

partners are subject to audit.

Our agreements with our ERx and EHR channel partners

provide for revenue sharing payments to them based on the revenue we generate through their platforms and systems.

These payments are

subject to audit by our channel partners, at their cost, and if there is a dispute as to the calculation, we may be liable for additional

If an underpayment is determined to be in excess of a certain amount, for example 10%, some agreements would require us to pay

for the cost of the audit, as well.

If we fail to attract new customers or retain

and expand existing customers, our business and future prospects may be materially and adversely impacted.

We currently work with many leading pharmaceutical

companies, medical device manufacturers, associations, and other companies.

While we have experienced

customer growth, this growth may not continue at the same pace in the future or at all.

Achieving growth in our customer base may require

us to engage in increasingly sophisticated and costly sales and marketing efforts that may not result in additional customers.

also need to modify our pricing model to attract and retain such customers.

If we fail to attract new customers or fail to maintain or

expand existing relationships in a cost-effective manner, our business and future prospects may be materially and adversely impacted.

or perceived failures to comply with applicable laws and regulations that affect the healthcare industry, including data protection, privacy

and security, fraud and abuse laws, regulations, standards and other requirements could adversely affect our business, results of operations,

and financial condition.

data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements

and regulations governing the collection, use, disclosure, retention, and security of personal information, including health-related information.

This evolution may create uncertainty in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer,

use and share personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose

additional costs on us.

The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future.

Any failure or perceived failure by us to comply with federal, state or foreign laws or regulation, our internal policies and procedures

or our contracts governing our processing of personal information could result in negative publicity, government investigations and enforcement

actions, claims by third parties, and damage to our reputation, any of which could have a material adverse effect on our operations, financial

performance and business.

may be bound by contractual obligations and other obligations relating to privacy, data protection, and information security that are

more stringent than applicable laws and regulations.

The costs of compliance with, and other burdens imposed by, laws, regulations, standards,

and other obligations relating to privacy, data protection, and information security are significant.

Although we work to comply with

applicable laws, regulations, and standards, our contractual obligations and other legal obligations, these requirements are evolving

and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with another

or other legal obligations with which we must comply.

Accordingly, our failure, or perceived inability, to comply with these laws, regulations,

standards, and other obligations may limit the use and adoption of our solution, reduce overall demand for our solution, lead to regulatory

investigations, breach of contract claims, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance

or slow the pace at which we close sales transactions, any of which could harm our business.

While we have experienced customer growth, this growth may

not continue at the same pace in the future or at all.

Achieving growth in our customer base may require us to engage in increasingly

sophisticated and costly sales and marketing efforts that may not result in additional customers.

We may also need to modify our pricing

model to attract and retain such customers.

If we fail to attract new customers or fail to maintain or expand existing relationships in

a cost-effective manner, our business and future prospects may be materially and adversely impacted.

Actual or perceived failures to comply with

applicable laws and regulations that affect the healthcare industry, including data protection, privacy and security, fraud and abuse

laws, regulations, standards and other requirements could adversely affect our business, results of operations, and financial condition.

The global data protection landscape is rapidly

evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the collection,

use, disclosure, retention, and security of personal information, including health-related information.

This evolution may create uncertainty

in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer, use and share personal information,

necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose additional costs on us.

of compliance with these laws, regulations and standards is high and is likely to increase in the future.

Any failure or perceived failure

by us to comply with federal, state or foreign laws or regulation, our internal policies and procedures or our contracts governing our

processing of personal information could result in negative publicity, government investigations and enforcement actions, claims by third

parties, and damage to our reputation, any of which could have a material adverse effect on our operations, financial performance and

We also may be bound by contractual obligations

and other obligations relating to privacy, data protection, and information security that are more stringent than applicable laws and

The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating

to privacy, data protection, and information security are significant.

Although we work to comply with applicable laws, regulations, and

standards, our contractual obligations and other legal obligations, these requirements are evolving and may be modified, interpreted and

applied in an inconsistent manner from one jurisdiction to another, and may conflict with another or other legal obligations with which

we must comply.

Accordingly, our failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations

may limit the use and adoption of our solution, reduce overall demand for our solution, lead to regulatory investigations, breach of contract

claims, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance or slow the pace at which we

close sales transactions, any of which could harm our business.

The Health Insurance Portability and Accountability

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and disclosure.

While we are not a Covered Entity and not directly regulated by HIPAA, our customers or distributors might face significant

contractual liability pursuant to such an agreement if the business associate breaches the agreement or causes the Covered Entity to fail

to comply with HIPAA.

It is possible that HIPAA compliance could become a substantial regulatory burden and expense to our

operations as we expand our point of care technology solutions to help patients start and stay on therapies.

While we are not a Covered Entity, we have contracted as a business associate of our Covered Entity customers and, as

such, may be regulated by HIPAA and have contractual obligations unders such agreements, including to enter into business associate agreements

with our third-party vendors.

We, and our Covered Entity customers might face significant contractual liability pursuant to such business

associate agreements if the business associate breaches the agreement or causes the Covered Entity to fail to comply with HIPAA.

possible that HIPAA compliance could become a substantial regulatory burden and expense to our operations as we expand our point of care

technology solutions to help patients start and stay on therapies.

Certain other laws and regulations such as federal

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we could be subject to significant penalties.

If we are unable to adhere to the regulatory

and competitive climate in which we operate, we could be materially and negatively impacted.

Due to the labyrinth of regulations in healthcare

space, state and federal, as well as political sensitivity of healthcare delivery, our business model could be negatively impacted or

The markets in which we operate are competitive,

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could adversely affect our business.

Most of our revenue is derived from the healthcare

industry and could be affected by changes affecting healthcare spending.

We are particularly dependent on pharmaceutical, biotechnology

and medical device companies for our advertising and sponsorship revenue.

Most of our revenue is derived from pharmaceutical

manufacturers and could be affected by changes affecting the broader healthcare industry, including decreased spending in the industry

General reductions in expenditures by healthcare

industry participants could result from, among other things:

Government regulation or private initiatives that affect the manner in which healthcare providers interact with patients, payers or other healthcare industry participants, including changes in pricing or means of delivery of healthcare products and services;

Government regulation prohibiting the use of coupons by patients covered by federally funded health insurance programs;

● Government regulation or private initiatives that affect the manner in which healthcare industry participants

interact with consumers and the general public;

● Government regulation prohibiting the use of coupons by patients covered by federally funded health insurance

● Consolidation of healthcare industry participants;

Reductions or changes in governmental funding for healthcare;

Adverse changes in business or economic conditions affecting healthcare payers or providers, pharmaceutical, biotechnology or medical device companies or other healthcare industry participants.

● Reductions in governmental funding for healthcare;

● Adverse changes in business or economic conditions affecting healthcare industry participants.

Even if general expenditures by industry participants

remain the same or increase, developments in the healthcare industry may result in reduced spending in some or all of the specific market

segments that we serve or are planning to serve.

segments that we serve now or may serve in the future.

For example, use of our solutions and services could be affected by:

Changes in the design of health insurance plans;

A decrease in the number of new drugs or medical devices coming to market;

A decrease in marketing expenditures by pharmaceutical or medical device companies, including as a result of governmental regulation or private initiatives that discourage or prohibit advertising or sponsorship activities by pharmaceutical or medical device companies;

Payor pressure to move to generic brands.

In addition, our customers’ expectations

regarding pending or potential industry developments may also affect their budgeting processes and spending plans with respect to solutions

and services of the types we provide.

● A decrease in the number of new drugs or medical devices

coming to market;

● A decrease in marketing expenditures by pharmaceutical or

medical device companies.

The healthcare industry has changed significantly

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industry are difficult to predict.

We cannot assure you that the markets for our solutions and services will continue to exist at current

levels or that we will have adequate technical, financial and marketing resources to react to changes in those markets.

We cannot assure you that the demands for our solutions and services will continue to exist at current

levels or that we will have adequate technical, financial and marketing resources to react to changes in the healthcare industry.

If we are unable to manage growth, our operations

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and manage personnel.

There can be no absolute assurance that management will be able to manage growth effectively.

There can be no assurance that management will be able to manage growth effectively.

To manage growth effectively,

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our operational, financial and management controls, reporting systems and procedures, and to attract and retain sufficient talented personnel.

If we do not properly manage the growth

of our business, we may experience significant strains on our management and operations and disruptions in our business.

Various risks

arise when companies grow too quickly.

If our business grows too quickly, our ability to meet customer demand in a timely and efficient

manner could be challenged.

If we do not properly manage the growth of our

business, we may experience significant strains on our management and operations and disruptions in our business.

Various risks arise

when companies grow too quickly.

If our business grows too quickly, our ability to meet customer demand in a timely and efficient manner

could be challenged.

We may also experience development delays as we seek to meet increased demand for our solutions.

to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating

plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with

our current or potential customers.

Our failure to properly

manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly,

could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential

Our growth may be impacted by acquisitions.

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Difficulties encountered with acquisitions could have a material adverse impact on our business.

Our business and growth may suffer if we are unable to attract

and retain key employees.

Our business and growth may suffer if we

are unable to attract and retain members of our senior management team and other key employees.

Our success has been largely dependent on the

skills, experience and efforts of our key employees and the loss of the services of any of our executive officers or other key employees,

without a properly executed transition plan, could have an adverse effect on us.

The loss of any member of our senior management

team or any of our other key employees could damage critical customer relationships, result in the loss of vital knowledge, experience

and expertise, could lead to an increase in recruitment and training costs and make it more difficult to successfully operate our business

and execute our business strategy.

We may not be able to find qualified potential replacements for these individuals and the integration

of potential replacements may be disruptive to our business.

skills, experience and efforts of our senior management team and key employees and the loss of the services of any of our senior management

team or other key employees, without a properly executed transition plan, could have an adverse effect on us.

The loss of any member of

our senior management team or any of our other key employees could damage critical customer relationships, result in the loss of vital

knowledge, experience and expertise, could lead to an increase in recruitment and training costs and make it more difficult to successfully

operate our business and execute our business strategy.

We may not be able to find qualified potential replacements for these individuals

and the integration of potential replacements may be disruptive to our business.

Furthermore, our ability to expand operations

to accommodate our anticipated growth will also depend on our ability to attract and retain qualified media, management, finance, marketing,

sales and technical personnel.

to accommodate our anticipated growth will also depend on our ability to attract and retain qualified management, sales and technical

However, competition for these types of employees is intense due to the limited number of qualified professionals.

Our ability to meet our business development objectives will depend in part on our ability to recruit, train and retain top quality people

with advanced skills who understand our technology and business.

to meet our business development objectives will depend in part on our ability to recruit, train and retain top quality people with advanced

skills who understand our industry, technology and business.

If we are unable to engage and retain the necessary personnel, our business

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● difficulties and costs associated with staffing and managing foreign operations;

natural or man-made disasters, political, social and economic instability, including wars, terrorism and political unrest, outbreak of disease (such as the recent outbreak of the novel coronavirus, or COVID-19), boycotts, curtailment of trade, and other business restrictions;

compliance with United States laws, such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials;

● natural or man-made disasters, political, social and economic instability, including wars, terrorism and

political unrest, outbreak of disease , boycotts, curtailment of trade, and other business restrictions;

● compliance with United States laws, such as the Foreign Corrupt Practices Act, export controls and economic

sanctions, and local laws prohibiting corrupt payments to government officials;

● unexpected changes in regulatory requirements;

● less favorable foreign intellectual property laws;

adverse tax consequences such as those related to repatriation of cash from foreign jurisdictions into the United States, non-income related taxes such as value-added tax or other indirect taxes, changes in tax laws or their interpretations, or the application of judgment in determining our global provision for income taxes and other tax liabilities given inter-company transactions and calculations where the ultimate tax determination is uncertain;

fluctuations in currency exchange rates, which could impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk;

● adverse tax consequences such as those related to repatriation of cash from foreign jurisdictions into

the United States, non-income related taxes such as value-added tax or other indirect taxes, changes in tax laws or their interpretations,

or the application of judgment in determining our global provision for income taxes and other tax liabilities given inter-company transactions

and calculations where the ultimate tax determination is uncertain;

● fluctuations in currency exchange rates, which could impact expenses of our international operations and

expose us to foreign currency exchange rate risk;

● profit repatriation and other restrictions on the transfer of funds;

differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards;

● differing payment processing systems as well as use and acceptance of electronic payment methods, such

as payment cards;

● new and different sources of competition;

● different and more stringent user protection, data protection, privacy and other laws.

availability of reliable broadband connectivity and wide area networks in targeted areas for expansion.

Our failure to manage any of these risks successfully

could harm our international operations and our overall business, as well as results of our operations.

A global pandemic may disrupt our business

or the business of our customers.

In December 2019, a novel strain of corona virus,

which causes the infectious disease known as COVID-19 was reported.

The World Health Organization declared COVID-19 a Public Health Emergency

and Global Pandemic.

Although many economies around the world have started to rebound from the severe impact of COVID-19, the healthcare

industry in which we operate remains impacted.

The emergence and spread of new variants and resurgences, or other epidemics or pandemics,

actions taken by governmental authorities and others in response to the pandemic, the acceptance, and the ability of pharmaceutical manufacturers

and other life sciences companies to develop effective and safe treatment, and global economic conditions could affect the desire and/or

need for our solutions.

We are prepared to take steps to modify our business practices and mitigate the impact of the emergence and spread

of new variants and resurgences, or another pandemic or epidemic;

however, there can be no assurance that such steps will be successful,

or that our business operations, or the operations of our customers or partners will not be materially and adversely affected by the consequences

of such pandemic or epidemic, which could materially impact our results of operations, cash flows, and financial condition.

Risks Related to Inflation and Other Adverse

Economic Conditions

Inflation and other adverse economic conditions

may adversely affect our business, results of operations and financial condition.

Recently, inflation has increased throughout the

In an inflationary environment, we may experience increases in the prices of labor and other costs of doing business.

Additionally,

cost increases may outpace our expectations, causing us to use our cash and other liquid assets faster than forecasted.

If we are unable

to successfully manage the effects of inflation, our business, operating results, cash flows and financial condition may be adversely

The occurrence or perception of an economic slowdown

or recession, or of a further increase in inflation, may have a negative impact on the global economy and may reduce customer demand for

our products and services.

In addition, macroeconomic effects such as increases in interest rates and other measures taken by central

banks and other policy makers could have a negative effect on overall economic activity that could reduce our customers’ demand

for our products and serves.

Adverse changes in demand could impact our business, collection of accounts receivable and our expected cash

flow generation, which may adversely impact our financial condition and results of operations.

Risks Related to Our Intellectual Property

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of operations.

We may be unable to support our technology

to further scale our operations successfully.

Our plan is to grow through further integration

of our technology in electronic platforms.

Our growth will place significant demands on our management and technology development, as

well as our financial, administrative and other resources.

We cannot guarantee that any of the systems, procedures and controls we put

in place will be adequate to support the commercialization of our operations.

Our operating results will depend substantially on the ability

of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and

other resources.

If we are unable to respond to and manage changing business conditions, or the scale of our solutions, services and operations,

then the quality of our services, our ability to retain key personnel and our business could be harmed.

Our business will suffer if our network

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in the price of the stock.

The market price of our common stock is

likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.

The market price of our common stock may

be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.

Our stock price is subject to a number of factors,

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There is no guarantee that our common stock will appreciate

in value or even maintain the price at which it was purchased.

in value or even maintain the price at which it is purchased.

Anti-takeover provisions may make it more

difficult for a third party to acquire control of us, even if the change in control would be beneficial to shareholders.

The Company is a Nevada corporation.

Anti-takeover

provisions may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to

shareholders.

Company is a Nevada corporation.

Anti-takeover provisions in Nevada law and our charter and bylaws could make it more difficult for a

third party to acquire control of us.

These provisions could adversely affect the market price of the common stock and could reduce the

amount that shareholders might receive if the Company is sold.

For example, our charter provides that the board of directors may issue

preferred stock without shareholder approval.

In addition, our bylaws provide that shareholders cannot act by written consent and that

directors may be removed by shareholders only with the approval of the holders of not less than two-thirds

of the voting power of the issued and outstanding stock entitled to vote at an annual or special meeting of the shareholders.

Risks Related to Being a

Public Company

A material weakness in our internal control

over financial reporting, if not remediated, could result in material misstatements in our financial statements.

a result, current and potential shareholders and customers could lose confidence in our financial reporting, which could harm our business,

the trading price of our stock and our ability to retain our current customers or obtain new customers.

Management is responsible for establishing and

maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934,

A material weakness (as defined in Rule 12b-2) is a deficiency, or combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not

be prevented or detected on a timely basis.

We have had material weaknesses in the past that were remediated as of December 31, 2020.

We cannot provide assurance that we will not in the future have additional material weaknesses in our internal control over financial

As a result, we may be required to implement further remedial measures and to design enhanced processes and controls to address

deficiencies, which could result in significant costs to us and require us to divert substantial resources, including management time,

from other activities.

If we identify material weaknesses or fail to maintain adequate internal controls over financial reporting in the

future, we may not be able to prepare reliable financial reports and comply with our reporting obligations under the Exchange Act on a

timely basis.

Any such delays in the preparation of financial reports and the filing of our periodic reports may result in a loss of public

confidence in the reliability of our financial statements, the commencement of litigation, or the commencement of regulatory action against

us, which may include court actions or administrative proceedings, any of which could materially adversely affect our business, the market

value of our securities and our access to the capital markets.

provisions in Nevada law and our charter and bylaws could make it more difficult for a third party to acquire control of us.

These provisions

could adversely affect the market price of the common stock and could reduce the amount that shareholders might receive if the Company

For example, our charter provides that the board of directors may issue preferred stock without shareholder approval.

our bylaws provide that shareholders cannot act by written consent and that directors may be removed by shareholders only with the approval

of the holders of not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote at an annual or special

meeting of the shareholders.

Risks Related to Being a Public Company

We have identified a material weakness in

our internal control over financial reporting.

Failure to remediate the material weakness or any other material weaknesses that we identify

in the future could result in material misstatements in our financial statements.

Pursuant to Section 404 of the Sarbanes-Oxley

Act of 2002, as amended, our management is required to report on the effectiveness of our internal control over financial reporting.

rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and

require significant documentation, testing and possible remediation.

Annually, we perform activities that include reviewing, documenting

and testing our internal control over financial reporting.

In addition, if we fail to maintain the adequacy of our internal control over

financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting

in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

If we fail to achieve and maintain an effective internal control environment,

we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors

to lose confidence in our reported financial information.

This could result in significant expenses to remediate any internal control

deficiencies and lead to a decline in our stock price.

The Company has identified a material weakness

in the Company’s internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

For further discussion of the material weaknesses,

see Item 9A, Controls and Procedures.

We cannot provide assurance that we have identified

all, or that we will not in the future have additional, material weaknesses in our internal control over financial reporting.

we may be required to implement further remedial measures and to design enhanced processes and controls to address deficiencies.

do not effectively remediate the material weakness identified by management and maintain adequate internal controls over financial reporting

in the future, we may not be able to prepare reliable financial reports and comply with our reporting obligations under the Exchange

Act on a timely basis.

Any such delays in the preparation of financial reports and the filing of our periodic reports may result in a

loss of public confidence in the reliability of our financial statements, which, in turn, could materially adversely affect our business,

the market value of our common stock and our access to capital markets.

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