What changed in this filing

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Item 1A. Risk Factors

2020-12-29 compared with 2020-01-10 · 43 added, 40 removed, 167 unchanged (33% of the section changed)

7 unchanged sentences

result in a decline in the market price of our common stock, causing you to lose all or part of your investment.

pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business and

March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

The COVID-19 pandemic is

affecting the United States and global economies and may affect our operations and those of third parties on which we rely.

the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact

of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact

our short-term and long-term liquidity.

The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change.

We do not yet know the full extent of potential delays or impacts on our business, financing or the global economy as a whole.

However, these effects could have a material impact on our liquidity, capital resources, operations and business and those of

the third parties on which we rely.

our common stock is quoted on the OTCQB instead of national exchange, our investors may have a difficulty selling their stock

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depend significantly upon the continued involvement of our present management.

Company’s success depends significantly upon the involvement of our present management, who are in charge of our

strategic planning and operations.

We may need to attract and retain additional talented individuals in order to carry out our

business objectives.

The competition for individuals with expertise in this industry could be intense and there are no assurances

that these individuals will be available to us.

Company’s success depends significantly upon the involvement of our present management, who are in charge of our strategic

planning and operations.

We may need to attract and retain additional talented individuals in order to carry out our business

The competition for individuals with expertise in this industry could be intense and there are no assurances that

these individuals will be available to us.

with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges

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

of our board of directors own a significant percentage of our stock and will be able to exert significant control over matters

subject to stockholder approval.

of our board of directors, together with our officers, beneficially own approximately 35.88% of our common stock.

these stockholders have and will continue to have significant influence over the outcome of corporate actions requiring stockholder

approval, including the election of directors, a merger, the consolidation or sale of all or substantially all our assets or any

other significant corporate transaction.

The interests of these stockholders may not be the same as or may even conflict with

our other investors’

For example, these stockholders could delay or prevent a change in control of us, even if

such a change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive

a premium for their Common Stock as part of a sale of the Company or our assets.

The significant concentration of stock ownership

may negatively impact the value of our Common Stock due to potential investors’

perception that conflicts of interest may

exist or arise.

Related to Our Industry

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and joint ventures may have an adverse effect on our business.

expect to make acquisitions or entering into joint ventures as part of our long-term business strategy.

These transactions involve

significant challenges and risks including that the transaction does not advance our business strategy, that we don’t realize

we made acquisitions or entered into joint ventures as part of our long-term business strategy, these transactions would involve

significant challenges and risks including that the transactions do not advance our business strategy, that we don’t realize

a satisfactory return on our investment, or that we experience difficulty in the integration of new employees, business systems,

44 unchanged sentences

section, you may not receive any return on your investment even when you sell your shares in our Company.

shares of our common stock are restricted from immediate resale.

The lapse of those restrictions, coupled with the sale of the

related shares in the market, or the market’s expectation of such sales, could result in an immediate and substantial decline

in the market price of our common stock.

of our shares of common stock are restricted from immediate resale in the public market.

The restricted shares are restricted

in accordance with Rule 144, which states that if unregistered, restricted securities are to be sold, a minimum of one year must

elapse between the later of the date of acquisition of the securities from the issuer or from an affiliate of the issuer, and

any resale of those securities in reliance on Rule 144.

The Rule 144 restrictive legend remains on the stock until the holder

of the stock holds the stock for longer than six months (unless an affiliate) and meets the other requirements of Rule 144 to

have the restriction removed.

The sale or resale of those shares in the public market, or the market’s expectation of such

sales, may result in an immediate and substantial decline in the market price of our shares.

Such a decline will adversely affect

our investors and make it more difficult for us to raise additional funds through equity offerings in the future.

common stock is subject to restrictions on sales by broker-dealers and penny stock rules, which may be detrimental to investors.

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ability to raise capital through future offerings of equity or equity-linked securities.

auditor indicated that certain factors raise substantial doubt about our ability to continue as a going concern.

financial statements included with this report are presented under the assumption that we will continue as a going concern, which

contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable

length of time.

We had a net loss of approximately $7.0 million for the year ended September 30, 2020 and an accumulated

deficit in aggregate of approximately $68.4 million at year end.

We are not generating sufficient operating cash flows

to support continuing operations and expect to incur further losses in the development of our business.

our financial statements for the year ended September 30, 2020, our auditor indicated that certain factors raised substantial

doubt about our ability to continue as a going concern.

These factors included our accumulated deficit, as well as the fact that

we were not generating sufficient cash flows to meet our regular working capital requirements.

Our ability to continue as a going

concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet

our obligations and repay our liabilities arising from normal business operations when they come due.

Management’s plan

to address our ability to continue as a going concern includes:

(1) obtaining debt or equity funding from private placement or

institutional sources;

and (2) generating cash flow from operations.

Although management believes that it will be able to obtain

the necessary funding to allow us to remain a going concern through the methods discussed above, there can be no assurances that

such methods will prove successful.

The accompanying financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

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