What changed in this filing

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Item 1A. Risk Factors

2022-03-10 compared with 2021-03-05 · 298 added, 328 removed, 54 unchanged (92% of the section changed)

The Company’s securities are highly speculative

and involve a high degree of risk, including among other items the risk factors described below.

The below risk factors are

intended to generally describe certain risks that could materially affect the Company and its current business operations and activities.

You should carefully consider the risks

described below and elsewhere herein in connection with any decision whether to acquire, hold or sell the Company’s securities.

If any of the contingencies discussed in the following paragraphs or other materially adverse events actually occur, the business,

financial condition and results of operations could be materially and adversely affected.

In such case, the trading price

of our common stock could decline, and you could lose all or a significant part of your investment.

We face significant business disruption

and related risks resulting from the COVID-19 pandemic, which could have a material adverse effect on our business and results

of operations.

The ongoing and developing COVID-19 pandemic

has caused a broad impact globally.

While the potential economic impact brought by, and the duration of, the COVID-19 pandemic

is difficult to assess or predict, any resulting recession or economic slowdown will have a negative impact on our business and

results of operations.

As of the date of this filing, the Company

has regained a significant portion of its operational capacity and we continue to move forward with our research goals.

of the patented AAGP®

molecule has been manufactured and stored in the United States and we have adequate inventory to carry

out the projects currently underway.

The Company’s

securities are highly speculative and involve a high degree of risk, including among other items the risk factors described below.

The below risk factors are intended to generally describe certain risks that could materially affect the Company and its current business

operations and activities.

You should carefully

consider the risks described below and elsewhere herein in connection with any decision whether to acquire, hold or sell the Company’s

If any of the contingencies discussed in the following paragraphs or other materially adverse events actually occur,

the business, financial condition and results of operations could be materially and adversely affected.

In such case, the trading

price of our common stock could decline, and you could lose all or a significant part of your investment.

We face significant

business disruption and related risks resulting from the COVID-19 pandemic, which could have a material adverse effect on our business

and results of operations.

The ongoing and developing

COVID-19 pandemic has caused a broad impact globally.

While the potential economic impact brought by, and the duration of, the COVID-19

pandemic is difficult to assess or predict, any resulting recession or economic slowdown will have a negative impact on our business

and results of operations.

As of the date of this

filing, the Company has regained a significant portion of its operational capacity and we continue to move forward with our research

Our supply of the patented AAGP® molecule has been manufactured and stored in the United States and we have adequate inventory

to carry out the projects currently underway.

The Company engages contract research organizations (CROs) located in both the United States

The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption

due to the pandemic.

The CROs contracted by the Company for research projects have been able to meet milestone goals without disruption due to

the pandemic.

Clinical trials in Edmonton, Canada, under the supervision of Dr.

Shapiro, were stalled in 2020 due to covid-19.

but expected to restart in 2021.

As of this date we do not have a definitive timeline.

We cannot predict future disruptions to the

Company which may occur due to the spread of COVID-19.

We continue to monitor the status of the pandemic and will adjust our strategy

accordingly in order to mitigate the impact on our research projects.

In addition, any significant disruption of

global financial markets, reducing our ability to access capital, could negatively affect our liquidity and ability to continue

I trials were continued starting mid-year 2021 but new strains of covid continue to plague Canada and the US and we cannot predict the

completion of Phase I trials.

New strains of the COVID virus continue to disrupt business throughout the US and Canada.

We continue to

monitor the status of the pandemic and will adjust our strategy accordingly in order to mitigate the impact on our research projects.

In addition, any significant

disruption of global financial markets, reducing our ability to access capital, could negatively affect our liquidity and ability to

continue operations.

The exact impact is and will remain unknown and largely dependent upon future developments, including but not limited

to information on the duration and spread of COVID-19, changes in customer demand, additional mitigation strategies proposed by

governmental authorities (including federal, state, or local stay at home or similar orders), restrictions on the activities of

our domestic and international suppliers and shipment of goods.

Our Company has a lack of operating history

and lack of revenues from operations.

Our Company has no revenues and very limited operating history.

the date of this Annual Report, our most significant assets are cash and our intellectual property.

Our ability to successfully

generate revenues from our intellectual property is dependent on a number of factors, including availability of funds to complete

development efforts, to adequately test and refine our products, and to commercialize our products.

There can be no assurance

that we will not encounter setbacks with our products, or that funding will be sufficient to bring our products to the point of

commercialization.

We are dependent on our key personnel,

and the loss of such personnel could adversely affect our business.

We depend on the continued performance of the

members of our management team and our Business and Scientific Advisory Board who have contributed to the expertise of our team

to information on the duration and spread of COVID-19, changes in customer demand, additional mitigation strategies proposed by governmental

authorities (including federal, state, or local stay at home or similar orders), restrictions on the activities of our domestic and international

suppliers and shipment of goods.

Our Company has

a lack of operating history and lack of revenues from operations.

Our Company has no revenues and very limited operating

As of the date of this Annual Report, our most significant assets are cash and our intellectual property.

to successfully generate revenues from our intellectual property is dependent on a number of factors, including availability of funds

to complete development efforts, to adequately test and refine our products, and to commercialize our products.

There can be no

assurance that we will not encounter setbacks with our products, or that funding will be sufficient to bring our products to the point

of commercialization.

We are dependent

on our key personnel, and the loss of such personnel could adversely affect our business.

We depend on the continued performance

of the members of our management team and our Business and Scientific Advisory Board who have contributed to the expertise of our team

and the position of our business.

If we lose the services of members of our management teams, and are unable to locate a

suitable replacement in a timely manner, it could have a material adverse effect on our business.

We do not expect to obtain

key man life insurance for any members of management in the foreseeable future.

We may experience difficulty implementing

our business plan.

Our business plan is to continue with the development of the Company’s intellectual property

and to develop a product for sale commercially.

We may require additional capital in order to develop our products for sale

commercially.

There can be no assurance that we would be able to obtain additional capital on reasonable terms, or at all.

We have been and expect to be significantly

dependent on our collaborative agreements for the research, development and testing of AAGP ®

, which exposes us to

the risk of reliance on the performance of third parties.

In conducting our research and development activities,

we currently rely, and expect to continue to rely, on numerous collaborative agreements with third parties such as contract research

organizations, commercial partners, universities, governmental agencies and not-for-profit organizations for both strategic and

financial resources.

The loss of, or failure to perform by us or our partners (who are subject to regulatory, competitive

and other risks) under any applicable agreements or arrangements, or our failure to secure additional agreements for our product

candidates, would substantially disrupt or delay our research and development and commercialization activities.

loss would likely increase our expenses and materially harm our business, financial condition and results of operations.

We may have difficulty raising any needed

additional capital.

We may have difficulty raising needed capital in the future as a result of, among other factors,

our lack of revenues from operations, as well as the inherent business risks associated with our Company and present and future

market conditions.

If we lose the services of members of our management teams, and are unable to locate a suitable

replacement in a timely manner, it could have a material adverse effect on our business.

We do not expect to obtain key man life

insurance for any members of management in the foreseeable future.

We may experience

difficulty implementing our business plan.

Our business plan is to continue with the development of the Company’s

intellectual property and to develop a product for sale commercially.

We may require additional capital in order to develop our

products for sale commercially.

There can be no assurance that we would be able to obtain additional capital on reasonable terms,

and expect to be significantly dependent on our collaborative agreements for the research, development and testing of AAGP ® ,

which exposes us to the risk of reliance on the performance of third parties.

In conducting our research and development

activities, we currently rely, and expect to continue to rely, on numerous collaborative agreements with third parties such as contract

research organizations, commercial partners, universities, governmental agencies and not-for-profit organizations for both strategic

and financial resources.

The loss of, or failure to perform by us or our partners (who are subject to regulatory, competitive and

other risks) under any applicable agreements or arrangements, or our failure to secure additional agreements for our product candidates,

would substantially disrupt or delay our research and development and commercialization activities.

Any such loss would likely

increase our expenses and materially harm our business, financial condition and results of operations.

We may have difficulty

raising any needed additional capital.

We may have difficulty raising needed capital in the future as a result of, among

other factors, our lack of revenues from operations, as well as the inherent business risks associated with our Company and present and

future market conditions.

Our business currently generates no revenue from operations.

We will likely require additional funds

to conduct research and development, establish and conduct non-clinical and clinical trials, secure clinical and commercial-scale

We will likely require additional

funds to conduct research and development, establish and conduct non-clinical and clinical trials, secure clinical and commercial-scale

manufacturing arrangements and provide for marketing and distribution.

If adequate funds are unavailable, we may be required

to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches

or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We are a research and product development

stage company that has not yet developed or sold any products.

To date, we have not yet developed

nor marketed a product.

Ongoing testing of the AAGP ®

molecule with three amino acids joined to a monosaccharide

by a gemdiflouride bond continues to show that there is significant promise in the field of medicine of preserving cells, tissue

and organs from various stresses.

Tests have confirmed that the AAGP ®

molecule improves the harvest of cells

If adequate funds are unavailable, we may be required to

delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing

efforts, any of which may materially harm our business, financial condition and results of operations.

We are a research

and product development stage company that has not yet developed or sold any products.

To date, we have

not yet developed nor marketed a product.

Ongoing testing of the AAGP ® molecule with three amino acids joined to

a monosaccharide by a gemdiflouride bond continues to show that there is significant promise in the field of medicine of preserving cells,

tissue and organs from various stresses.

Tests have confirmed that the AAGP ® molecule improves the harvest of cells

from cryopreservation by 30% to 120%.

We believe there is a market for AAGP ®

to preserve cells, particularly various

stem cells, and we will continue testing with potential customers.

At the same time, we are taking steps to improve the manufacturing

process to reduce costs and improve purity and biochemical activity.

Even if we develop product candidates

which obtain regulatory approval they may never achieve market acceptance or commercial success.

We believe there is a market for AAGP ® to preserve cells, particularly various stem

cells, and we will continue testing with potential customers.

At the same time, we are taking steps to improve the manufacturing process

to reduce costs and improve purity and biochemical activity.

Even if we develop

products and obtain FDA or other regulatory approvals, our products may not achieve market acceptance among physicians, patients

and third party payors and, ultimately, may not be commercially successful.

Market acceptance of our product candidates for

which we receive approval depends on a number of factors.

product candidates which obtain regulatory approval they may never achieve market acceptance or commercial success.

if we develop products and obtain FDA or other regulatory approvals, our products may not achieve market acceptance among physicians,

patients and third party payors and, ultimately, may not be commercially successful.

Market acceptance of our product candidates

for which we receive approval depends on a number of factors.

Any failure by our product candidates that obtain regulatory approval

to achieve market acceptance or commercial success would adversely affect our financial results.

The potential widespread acceptance of therapies

that are alternatives to ours may limit market acceptance of our formulations or products, even if commercialized.

our targeted diseases and conditions can also be treated by other medication or technologies.

The potential widespread

acceptance of therapies that are alternatives to ours may limit market acceptance of our formulations or products, even if commercialized.

Many of our targeted diseases and conditions can also be treated by other medication or technologies.

These treatments may be widely

accepted in medical communities and have a longer history of use.

The established use of these competitive drugs may limit

the potential for our technologies, formulations and products to receive widespread acceptance if commercialized.

The market for our product candidates

is rapidly changing and competitive, and new technologies treatments which may be developed by others could impair our ability

to maintain and grow our business and remain competitive.

The pharmaceutical and biotechnology industries are subject

to rapid and substantial technological change.

The established use of these competitive drugs may limit the

potential for our technologies, formulations and products to receive widespread acceptance if commercialized.

The market for

our product candidates is rapidly changing and competitive, and new technologies treatments which may be developed by others could impair

our ability to maintain and grow our business and remain competitive.

The pharmaceutical and biotechnology industries

are subject to rapid and substantial technological change.

Developments by others may render our technologies and our product candidates

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These entities represent significant competition for us.

Risks Related to Product Development and

Our ability to generate revenues will

be dependent on our ability to develop a product that complies with legal requirements.

Although the laws and regulations

of the various jurisdictions in which we may operate vary in their technical requirements and are subject to amendment from time

to time, virtually all of these jurisdictions require licenses, permits, and other forms of approval.

We will have to apply

for, and obtain, all requisite government licenses, registrations, findings of suitability, permits and approvals necessary for

us to do business in these new markets.

Risks Related to

Product Development and Regulation

Our ability to

generate revenues will be dependent on our ability to develop a product that complies with legal requirements.

the laws and regulations of the various jurisdictions in which we may operate vary in their technical requirements and are subject to

amendment from time to time, virtually all of these jurisdictions require licenses, permits, and other forms of approval.

have to apply for, and obtain, all requisite government licenses, registrations, findings of suitability, permits and approvals necessary

for us to do business in these new markets.

We cannot offer any assurance that we will be able to obtain all necessary licenses,

registrations, findings of suitability, permits, or approvals.

Our failure to obtain costly government

approvals, including required FDA approvals, or to comply with ongoing governmental regulations relating to our technologies and

product candidates could delay or limit introduction of our products and result in failure to achieve revenues or maintain our

ongoing business.

Our research and development activities and the manufacture and marketing of our product candidates

are subject to extensive regulation for safety, efficacy and quality by numerous government authorities in the United States and

Our failure to

obtain costly government approvals, including required FDA approvals, or to comply with ongoing governmental regulations relating to

our technologies and product candidates could delay or limit introduction of our products and result in failure to achieve revenues or

maintain our ongoing business.

Our research and development activities and the manufacture and marketing of our product

candidates are subject to extensive regulation for safety, efficacy and quality by numerous government authorities in the United States

Before receiving FDA or foreign regulatory clearance to market our proposed formulations and products, we will have

to demonstrate that our formulations and products are safe and effective in the population.

Clinical trials, manufacturing

and marketing of drugs are subject to the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities.

The Federal Food, Drug and Cosmetic Act and other federal, state and foreign statutes and regulations govern and influence the

testing, manufacture, labeling, advertising, distribution and promotion of drugs and medical devices.

As a result, regulatory

approvals can take a number of years or longer to accomplish and require the expenditure of substantial financial, managerial and

other resources.

Conducting and completing the clinical

trials necessary for FDA and/or Health Canada approval is costly and subject to intense regulatory scrutiny as well as the risk

of failing to meet the primary endpoint of such trials.

We will not be able to commercialize and sell our proposed

products and formulations without completing such trials.

In order to conduct clinical trials that are necessary to obtain

approval by the FDA and/or Health Canada to market a formulation or product, it is necessary to receive clearance from the FDA

Clinical trials, manufacturing and

marketing of drugs are subject to the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities.

The Federal Food, Drug and Cosmetic Act and other federal, state and foreign statutes and regulations govern and influence the testing,

manufacture, labeling, advertising, distribution and promotion of drugs and medical devices.

As a result, regulatory approvals

can take a number of years or longer to accomplish and require the expenditure of substantial financial, managerial and other resources.

Conducting and

completing the clinical trials necessary for FDA and/or Health Canada approval is costly and subject to intense regulatory scrutiny as

well as the risk of failing to meet the primary endpoint of such trials.

We will not be able to commercialize and sell

our proposed products and formulations without completing such trials.

In order to conduct clinical trials that are necessary to

obtain approval by the FDA and/or Health Canada to market a formulation or product, it is necessary to receive clearance from the FDA

and/or Health Canada to conduct such clinical trials.

The FDA and/or Health Canada can halt clinical trials at any time for

safety reasons or because we or our clinical investigators did not follow the FDA’s and/or Health Canada requirements for

conducting clinical trials.

If we are unable to receive clearance to conduct clinical trials or the trials are permanently

halted by the FDA and/or Health Canada, we would not be able to achieve any revenue from such product as it is illegal to sell

any drug or medical device for human consumption or use without FDA and/or Health Canada approval.

We could be exposed to significant drug

product liability claims which could be time consuming and costly to defend, divert management attention and adversely impact our

ability to obtain and maintain insurance coverage.

The FDA and/or Health Canada can halt clinical trials at any time for safety

reasons or because we or our clinical investigators did not follow the FDA’s and/or Health Canada requirements for conducting clinical

If we are unable to receive clearance to conduct clinical trials or the trials are permanently halted by the FDA and/or

Health Canada, we would not be able to achieve any revenue from such product as it is illegal to sell any drug or medical device for

human consumption or use without FDA and/or Health Canada approval.

We could be exposed

to significant drug product liability claims which could be time consuming and costly to defend, divert management attention and adversely

impact our ability to obtain and maintain insurance coverage.

The testing, manufacturing, marketing and sale of our proposed

products involve an inherent risk that product liability claims will be asserted against us.

Product liability insurance

may prove inadequate to cover claims and/or litigation costs.

Product liability claims or other claims related to our products,

regardless of their outcome, could require us to spend significant time and money in litigation or to pay significant settlement

amounts or judgments.

Any successful product liability or other claim may prevent us from obtaining adequate liability insurance

in the future on commercially desirable or reasonable terms.

An inability to obtain sufficient insurance coverage at an acceptable

cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of our products

and product candidates.

A product liability claim could also significantly harm our reputation and delay market acceptance

of our proposed formulations and products.

Risk Factors Related to Intellectual Property

and Obsolescence

We rely on patents and other intellectual

property to protect our business interests.

We have attempted to protect our products and will attempt to protect other

products through a combination of trade secrets, confidentiality agreements, patents and other contractual provisions.

only provide a limited protection against infringement, and patent infringement suits are complex, expensive, and not always successful.

Although the Company believes its patents will provide significant protection, there can be no assurance that they will be issued

and if they are, that they will provide enough protection.

Because it is difficult and costly to

protect our proprietary rights, we may not be able to ensure their protection.

Our commercial success will depend in part

on maintaining patent protection and trade secret protection for our products, as well as successfully defending these patents

against third-party challenges.

We will only be able to protect our technologies from unauthorized use by third parties to the

extent that valid and enforceable patents or trade secrets cover them.

The patent positions of pharmaceutical and

biotechnology companies can be highly uncertain and involve complex legal and factual questions for which important legal principles

remain unresolved.

No consistent policy regarding the breadth of claims allowed in pharmaceutical or biotechnology patents has

emerged to date in the United States.

Product liability insurance may prove

inadequate to cover claims and/or litigation costs.

Product liability claims or other claims related to our products, regardless

of their outcome, could require us to spend significant time and money in litigation or to pay significant settlement amounts or judgments.

Any successful product liability or other claim may prevent us from obtaining adequate liability insurance in the future on commercially

desirable or reasonable terms.

An inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect

against potential product liability claims could prevent or inhibit the commercialization of our products and product candidates.

A product liability claim could also significantly harm our reputation and delay market acceptance of our proposed formulations and products.

Risk Factors Related

to Intellectual Property and Obsolescence

We rely on patents

and other intellectual property to protect our business interests.

We have attempted to protect our products and will attempt

to protect other products through a combination of trade secrets, confidentiality agreements, patents and other contractual provisions.

Patents only provide a limited protection against infringement, and patent infringement suits are complex, expensive, and not always

Although the Company believes its patents will provide significant protection, there can be no assurance that they

will be issued and if they are, that they will provide enough protection.

Because it is

difficult and costly to protect our proprietary rights, we may not be able to ensure their protection.

Our commercial success

will depend in part on maintaining patent protection and trade secret protection for our products, as well as successfully defending

these patents against third-party challenges.

We will only be able to protect our technologies from unauthorized use by third parties

to the extent that valid and enforceable patents or trade secrets cover them.

The patent positions

of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions for which important

legal principles remain unresolved.

No consistent policy regarding the breadth of claims allowed in pharmaceutical or biotechnology patents

has emerged to date in the United States.

The patent situation outside the United States is even more uncertain.

Changes in either

the patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual

Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party

Our competitive position could be harmed

if we are unable to enforce confidentiality agreements.

Our proprietary information is critically important to our

competitive position and is a significant aspect of our business plan.

We generally enter into confidentiality agreements

with most of our employees and consultants, and control access to, and distribution of, our documentation and other proprietary

Changes in either the

patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual

Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents.

Our competitive

position could be harmed if we are unable to enforce confidentiality agreements.

Our proprietary information is critically

important to our competitive position and is a significant aspect of our business plan.

We generally enter into confidentiality

agreements with most of our employees and consultants, and control access to, and distribution of, our documentation and other proprietary

Despite these precautions, we cannot assure you that these strategies will be adequate to prevent misappropriation

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information in the future if a breach were to occur.

General Corporate Risk Factors

Insiders continue to have substantial

control over the Company.

As of February 22, 2020, the Company’s directors and executive officers hold the

current right to vote approximately 28.6% of the Company’s outstanding voting stock;

of which 22.1% is owned or controlled,

directly or indirectly by the Company CEO, Clarence Smith.

In addition, the Company’s directors and executive officers have

the right to acquire additional shares which could increase their voting percentage significantly.

General Corporate

continue to have substantial control over the Company.

As of March 9, 2022, the Company’s directors and executive

officers hold the current right to vote approximately 28.4% of the Company’s outstanding voting stock;

of which 22.1% is owned

or controlled, directly or indirectly by the Company CEO, Clarence Smith.

In addition, the Company’s directors and executive officers

have the right to acquire additional shares which could increase their voting percentage significantly.

As a result, Mr.

alone, and/or many of these individuals acting together, may have the ability to exert significant control over the Company’s

decisions and control the management and affairs of the Company, and also to determine the outcome of matters submitted to stockholders

for approval, including the election and removal of a director, the removal of any officer and any merger, consolidation or sale

of all or substantially all of the Company’s assets.

Accordingly, this concentration of ownership may harm a future market

price of the Company’s common stock by:

Delaying, deferring or preventing a change in control of the Company;

Impeding a merger, consolidation, takeover or other business combination involving the Company;

Discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company .

The Company may not be able to

continue as a going concern.

Our independent public accountants noted that our recurring losses from operations

($7,644,490 and $4,197,897 for the years ended December 31, 2020 and 2019, respectively) and negative net operating cash flow ($881,308

alone, and/or many of these individuals acting together, may have the ability to exert significant control over the Company’s decisions

and control the management and affairs of the Company, and also to determine the outcome of matters submitted to stockholders for approval,

including the election and removal of a director, the removal of any officer and any merger, consolidation or sale of all or substantially

all of the Company’s assets.

Accordingly, this concentration of ownership may harm a future market price of the Company’s

common stock by:

deferring or preventing a change in control of the Company;

a merger, consolidation, takeover or other business combination involving the Company;

a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company .

may not be able to continue as a going concern.

Our independent public accountants noted that our recurring losses from

operations ($2,329,310 and $7,644,490 for the years ended December 31, 2021 and 2020, respectively) and negative net operating cash flow

($889,891 and $881,308 for the years ended December 31, 2021 and 2020, respectively) raise substantial doubt about our ability to continue

as a going concern.

This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable

terms than would otherwise be available.

The Company is dependent upon

additional financing which it may not be able to secure in the future.

As it has in the past, the Company will likely

continue to require financing to address its working capital needs, continue its development efforts, support business operations,

This may hinder our future ability to obtain financing or may force us to obtain financing on less favorable terms

than would otherwise be available.

is dependent upon additional financing which it may not be able to secure in the future.

As it has in the past, the Company

will likely continue to require financing to address its working capital needs, continue its development efforts, support business operations,

fund possible continuing operating losses, and respond to unanticipated capital requirements.

There can be no assurance that

additional financing or capital will be available and, if available, upon acceptable terms and conditions.

To the extent

that any required additional financing is not available on acceptable terms, the Company’s ability to continue in business

may be jeopardized and the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead

until sufficient additional capital is raised to support further operations.

There can be no assurance that such a plan will

be successful.

Such a plan could have a material adverse effect on the Company’s business, financial condition and results

of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in

The Company has been delinquent

in filing certain income tax and information reporting returns.

The Company was delinquent in filing certain income

tax returns with the U.S.

Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1,

“Report of Foreign Bank and Financial Accounts”

(“FBARs”).

In September 2015, the Company filed the delinquent

income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing

of the returns and FBARs.

Under the program, the IRS has indicated that it will not impose a penalty for the failure to file

delinquent income tax returns if there are no underreported tax liabilities.

There can be no assurance that additional

financing or capital will be available and, if available, upon acceptable terms and conditions.

To the extent that any required

additional financing is not available on acceptable terms, the Company’s ability to continue in business may be jeopardized and

the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional

capital is raised to support further operations.

There can be no assurance that such a plan will be successful.

Such a plan could

have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company

could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy.

has been delinquent in filing certain income tax and information reporting returns.

The Company was delinquent in filing

certain income tax returns with the U.S.

Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form

TDF 90-22.1, “Report of Foreign Bank and Financial Accounts” (“FBARs”).

In September 2015, the Company filed

the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late

filing of the returns and FBARs.

Under the program, the IRS has indicated that it will not impose a penalty for the failure to

file delinquent income tax returns if there are no underreported tax liabilities.

On November 30, 2017, the Company received a

letter from the IRS concluding their review of the Company’s tax returns under the program and accepting the returns as filed.

No penalties have been assessed by the IRS to date, and management does not believe that the Company will incur any penalties relating

to the tax years submitted under the program.

Our management is relatively inexperienced

with running a public company and could create a risk of non-compliance.

Management’s inexperience may cause

us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against us and a negative

impact on our stock price.

Compliance with changing regulation

of corporate governance and public disclosure may result in additional expenses and could create a risk of non-compliance.

Our management

is relatively inexperienced with running a public company and could create a risk of non-compliance.

inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against

us and a negative impact on our stock price.

with changing regulation of corporate governance and public disclosure may result in additional expenses and could create a risk of non-compliance.

Changing laws, regulations and standards relating to corporate governance and public disclosure have created uncertainty

for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting.

These corporate governance standards are the product of many sources, including, without limitation, public market perception,

stock exchange regulations and SEC disclosure requirements.

Our management team expects to invest significant management time and

financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general

and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Management’s inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead

to enforcement action against us and a negative impact on our stock price.

As a company with a class of securities

registered pursuant to the Exchange Act the Company has significant obligations under the Exchange Act.

Having a class

of securities registered under the Exchange Act is a time consuming and expensive process and subjects the Company to increased

regulatory scrutiny and extensive and complex regulation.

These corporate governance standards are the product of many sources, including, without limitation, public market perception, stock

exchange regulations and SEC disclosure requirements.

Our management team expects to invest significant management time and financial

resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative

expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

inexperience may cause us to fall out of compliance with applicable regulatory requirements, which could lead to enforcement action against

us and a negative impact on our stock price.

with a class of securities registered pursuant to the Exchange Act the Company has significant obligations under the Exchange Act.

Having a class of securities registered under the Exchange Act is a time consuming and expensive process and subjects the Company to

increased regulatory scrutiny and extensive and complex regulation.

Complying with these regulations is expensive and requires

a significant amount of management’s time.

For example, public companies are obligated to institute and maintain

financial accounting controls and for the accuracy and completeness of their books and records.

These requirements could

necessitate additional corporate spending on procedures and personnel requiring us to reallocate funds from other business objectives.

Risk Factors Related to Our Common Stock

The Company will face significant

regulation by the SEC and state securities administrators.

The holders of shares of the Company’s common stock

and preferred stock may not offer or sell the shares in private transactions or (should a public market develop, of which there

can be no assurance) public transactions without compliance with regulations imposed by the SEC and various state securities administrators.

To the extent that any holder desires to offer or sell any such shares, the holder must prove to the reasonable satisfaction of

the Company that he has complied with all applicable securities regulations, and the Company may require an opinion of the holder’s

legal counsel to that effect.

Thus, there can be no assurance that the holder will be able to resell the shares or any interest

therein when the holder desires to do so.

Our existing shareholders could

experience further dilution if we elect to raise equity capital to meet our liquidity needs or finance a strategic transaction.

As part of our growth strategy we may desire to raise capital and or utilize our common stock to effect strategic business

transactions.

a significant amount of management’s time.

For example, public companies are obligated to institute and maintain financial

accounting controls and for the accuracy and completeness of their books and records.

These requirements could necessitate

additional corporate spending on procedures and personnel requiring us to reallocate funds from other business objectives.

Risk Factors Related

to Our Common Stock

will face significant regulation by the SEC and state securities administrators.

The holders of shares of the Company’s

common stock and preferred stock may not offer or sell the shares in private transactions or (should a public market develop, of which

there can be no assurance) public transactions without compliance with regulations imposed by the SEC and various state securities administrators.

To the extent that any holder desires to offer or sell any such shares, the holder must prove to the reasonable satisfaction of the Company

that he has complied with all applicable securities regulations, and the Company may require an opinion of the holder’s legal counsel

to that effect.

Thus, there can be no assurance that the holder will be able to resell the shares or any interest therein when the holder

desires to do so.

stockholders could experience further dilution if we elect to raise equity capital to meet our liquidity needs or finance a strategic

As part of our growth strategy we may desire to raise capital and or utilize our common stock to effect strategic

business transactions.

Either such action will likely require that we issue equity (or debt) securities which would result in dilution

3 unchanged sentences

If we are successful in raising additional

working capital, we may have to issue additional shares of our common stock at prices at a discount from the then-current market

price of our common stock.

Because we have no plans to pay dividends

on our common stock, investors must look solely to stock appreciation for a return on their investment in us.

do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We currently intend to retain

all future earnings to fund the development and growth of our business.

Any payment of future dividends will be at the discretion

of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level

of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the

working capital, we may have to issue additional shares of our common stock at prices at a discount from the then-current market price

of our common stock.

Because we have

no plans to pay dividends on our common stock, investors must look solely to stock appreciation for a return on their investment in us.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We currently intend

to retain all future earnings to fund the development and growth of our business.

Any payment of future dividends will be at the

discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements,

level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the

board of directors deems relevant.

Investors must rely on sales of their common stock after price appreciation, which may

never occur, as the only way to realize a return on their investment.

Investors seeking cash dividends should not purchase

our common stock.

As our stock is not listed on a national

securities exchange, trading in our shares will be subject to rules governing “penny stocks,”

which will impair trading

activity in our shares.

Investors must rely on sales of their common stock after price appreciation, which may never

occur, as the only way to realize a return on their investment.

Investors seeking cash dividends should not purchase our common

is not listed on a national securities exchange, trading in our shares will be subject to rules governing “penny stocks,”

which will impair trading activity in our shares.

Our stock is not on a national securities exchange.

Therefore, our stock is subject to rules

adopted by the SEC regulating broker dealer practices in connection with transactions in “penny stocks.”

Those disclosure

rules applicable to “penny stocks”

require a broker dealer, prior to a transaction in a “penny stock”

otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the SEC.

Therefore, our stock

is subject to rules adopted by the SEC regulating broker dealer practices in connection with transactions in “penny stocks.”

Those disclosure rules applicable to “penny stocks” require a broker dealer, prior to a transaction in a “penny stock”

not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the SEC.

That disclosure document

advises an investor that investment in “penny stocks”

can be very risky and that the investor’s salesperson or

broker is not an impartial advisor but rather paid to sell the shares.

The disclosure contains further warnings for the investor

to exercise caution in connection with an investment in “penny stocks,”

to independently investigate the security,

as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security.

The broker dealer must also provide the customer with certain other information and must make a special written determination that

the “penny stock”

is a suitable investment for the purchaser and receive the purchaser’s written agreement to

the transaction.

Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly

account statements containing market information about the prices of the securities.

The over-the-counter market for stock

such as ours is subject to extreme price and volume fluctuations.

You may not be able to resell your shares at or above

the public sale price.

advises an investor that investment in “penny stocks” can be very risky and that the investor’s salesperson or broker

is not an impartial advisor but rather paid to sell the shares.

The disclosure contains further warnings for the investor to exercise

caution in connection with an investment in “penny stocks,” to independently investigate the security, as well as the salesperson

with whom the investor is working and to understand the risky nature of an investment in this security.

The broker dealer must also provide

the customer with certain other information and must make a special written determination that the “penny stock” is a suitable

investment for the purchaser and receive the purchaser’s written agreement to the transaction.

Further, the rules require that,

following the proposed transaction, the broker provide the customer with monthly account statements containing market information about

the prices of the securities.

The over-the-counter

market for stock such as ours is subject to extreme price and volume fluctuations.

You may not be able to resell your shares

at or above the public sale price.

The securities of companies such as ours have historically experienced extreme price and volume fluctuations

1 unchanged sentence

These broad market fluctuations and other factors, such as new product developments and trends in the industry

and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may

have a negative effect on the market price of our common stock.

UNRESOLVED STAFF COMMENTS

and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have

a negative effect on the market price of our common stock.

UNRESOLVED STAFF

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