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Item 1A. Risk Factors

2025-06-06 compared with 2024-04-16 · 52 added, 102 removed, 473 unchanged (25% of the section changed)

59 unchanged sentences

currently have a substantial amount of outstanding indebtedness.

As of December 31, 2023, we had an accumulated deficit of approximately

million, with total current assets and liabilities of approximately $0.6 million and $12.2 million respectively.

Included in the

liabilities are approximately $4.2 million of short-term notes, $125,000 of short-term notes to a related party and approximately $1.6

million of convertible notes.

As of December 31, 2024, we had an accumulated deficit of

approximately $36.2 million, with total current assets and liabilities of approximately $1.2 million and $14.5 million respectively.

Included in the liabilities are approximately $5.2 million of short-term notes, $0.125 million of short-term notes to a related

party and approximately $1.6 million of convertible notes.

can be no assurance that we will secure additional financing for working capital, increase revenues and achieve the desired result of

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As of December 31, 2024, we have cash and cash equivalent assets of

If we are unable to generate sufficient cash flow in the future to service our debt, we may be required to refinance all or

a portion of our existing debt or to obtain additional financing.

There can be no assurance that any refinancings will be possible or

that any additional financing could be obtained on terms acceptable to us.

The inability to obtain additional financing could have a

material adverse effect on our financial position, liquidity and results of operations.

Our substantial indebtedness subjects us to various

risks, including:

we may be unable to satisfy

our obligations under our outstanding indebtedness;

we may be more vulnerable

to adverse general economic and industry conditions;

we may find it more difficult

to fund future working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;

we may have to dedicate

a substantial portion of our cash resources to the payments on our outstanding indebtedness, thereby reducing the funds available

for operations and future business opportunities.

$0.5 million.

If we are unable to generate sufficient cash flow in the future to service our debt, we may be required to refinance all

or a portion of our existing debt or to obtain additional financing.

There can be no assurance that any refinancings will be possible

or that any additional financing could be obtained on terms acceptable to us.

The inability to obtain additional financing could have

a material adverse effect on our financial position, liquidity and results of operations.

Our substantial indebtedness subjects us to

various risks, including:

may be unable to satisfy our obligations under our outstanding indebtedness;

may be more vulnerable to adverse general economic and industry conditions;

may find it more difficult to fund future working capital, capital expenditures, acquisitions, general corporate purposes or other

may have to dedicate a substantial portion of our cash resources to the payments on our outstanding indebtedness, thereby reducing

the funds available for operations and future business opportunities.

have a history of losses and we may not be able to achieve profitability in the future.

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of December 31, 2024, we had two customers with sales in excess of 10% of our revenues.

There are risks whenever a large percentage

of total revenues are concentrated with a limited number of customers.

It is not possible for us to predict the future level of demand

for our services that will be generated by these customers or the future demand for the products and services of these customers in the

end-user marketplace.

In addition, revenues from these larger customers may fluctuate from time to time based on the commencement and

completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our

These customers may pressure us to reduce the prices we charge for our products and services which could have an adverse effect

on our margins and financial position and could negatively affect our revenues and results of operations.

If either of our two largest

customers terminates our arrangements, such termination would negatively affect our revenues and results of operations.

There are risks whenever a large percentage of

total revenues are concentrated with a limited number of customers.

It is not possible for us to predict the future level of demand for

our services that will be generated by these customers or the future demand for the products and services of these customers in the end-user

In addition, revenues from these larger customers may fluctuate from time to time based on the commencement and completion

of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our control.

customers may pressure us to reduce the prices we charge for our products and services which could have an adverse effect on our margins

and financial position and could negatively affect our revenues and results of operations.

If either of our two largest customers terminates

our arrangements, such termination would negatively affect our revenues and results of operations.

pricing by existing competitors and the entrance of new competitors could significantly and adversely affect our results of operations.

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and products.

Although we hold several patents and other patent applications are currently pending, there can be no assurance that any

of these patents or other proprietary rights will not be challenged, invalidated, or circumvented or that our rights will, in fact, provide

competitive advantages to us.

In addition, there can be no assurance that patents will be issued from pending applications or that claims

allowed on any patents will be sufficiently broad to protect our technology.

If we are unable to protect our proprietary rights, we may

find ourselves at a competitive disadvantage to others who need not incur the substantial expense, time and effort required to create

innovative products that have enabled us to be successful, which could have a material adverse effect on our business, financial condition

and results of operations.

Although we hold several patents, and there can be no assurance that any of these patents or other proprietary rights will

not be challenged, invalidated, or circumvented or that our rights will, in fact, provide competitive advantages to us.

there can be no assurance that patents will be issued from pending applications or that claims allowed on any patents will be sufficiently

broad to protect our technology.

If we are unable to protect our proprietary rights, we may find ourselves at a competitive disadvantage

to others who need not incur the substantial expense, time and effort required to create innovative products that have enabled us to

be successful, which could have a material adverse effect on our business, financial condition and results of operations.

may be found to infringe on intellectual property rights of others.

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for, we might not be successful in recovering our damages from the customer.

have significant deferred tax assets, and any impairments of or valuation allowances against these deferred tax assets in the future

could materially adversely affect our results of operations and financial condition.

intend to use significant deferred tax assets to offset income.

The extent to which we can use deferred tax assets may be limited for

various reasons, including but not limited to changes in tax rules or regulations and if projected future taxable income becomes insufficient

to recognize the full benefit of our net operating loss (“NOL”) carryforwards prior to their expiration.

Additionally, our

ability to fully use these tax assets will also be adversely affected if we have an “ownership change” within the meaning

of Section 382 of the U.S.

Internal Revenue Code of 1986, as amended.

An ownership change is generally defined as a greater than 50%

increase in equity ownership by “5% stockholders” (as that term is defined for purposes of Section 382) in any three-year

Future changes in our stock ownership, depending on the magnitude, including the purchase or sale of our common stock by 5% stockholders,

and issuances or redemptions of common stock by us, could result in an ownership change that would trigger the imposition of limitations

under Section 382.

Accordingly, there can be no assurance that in the future we will not experience limitations with respect to recognizing

the benefits of our NOL carryforwards and other tax attributes for which limitations could have a material adverse effect on our results

of operations, cash flows or financial condition.

businesses are subject to operational and safety risks.

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These risks include but are not limited to:

failure of the acquired

company to achieve anticipated revenues, earnings or cash flows;

assumption of liabilities,

including those related to environmental matters, that were not disclosed to us or that exceed our estimates;

problems integrating the

purchased operations with our own, which could result in substantial costs and delays or other operational, technical or financial

potential compliance issues

relating to the protection of health and the environment, compliance with securities laws and regulations, adequacy of internal controls

and other matters;

diversion of management’s

attention or other resources from our existing business;

risks associated with entering

markets or product/service areas in which we have limited prior experience;

increases in working capital

investment to fund the growth of acquired operations;

unexpected capital expenditures

to upgrade waste handling or other infrastructure or replace equipment to operate safely and efficiently;

potential loss of key employees

and customers of the acquired company;

future write-offs of intangible

and other assets, including goodwill, if the acquired operations fail to generate sufficient cash flows.

of the acquired company to achieve anticipated revenues, earnings or cash flows;

of liabilities, including those related to environmental matters, that were not disclosed to us or that exceed our estimates;

integrating the purchased operations with our own, which could result in substantial costs and delays or other operational, technical

or financial problems;

compliance issues relating to the protection of health and the environment, compliance with securities laws and regulations, adequacy

of internal controls and other matters;

of management’s attention or other resources from our existing business;

associated with entering markets or product/service areas in which we have limited prior experience;

in working capital investment to fund the growth of acquired operations;

capital expenditures to upgrade waste handling or other infrastructure or replace equipment to operate safely and efficiently;

loss of key employees and customers of the acquired company;

write-offs of intangible and other assets, including goodwill, if the acquired operations fail to generate sufficient cash flows.

we are not able to achieve these objectives, the anticipated benefits of the acquisition may not be realized fully, if at all, or may

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could lead to a decline in the price, if any, of our common stock.

board of directors has the authority to issue up to 70,000,000 shares of our common stock.

Any issuance of equity or securities convertible

into or exchangeable for our equity securities, including for the purposes of expansion of our business, may have a dilutive effect on

our existing stockholders.

board of directors has the authority to issue up to 70,000,000 shares of our common stock at December 31, 2024, which was expanded by shareholder vote to 320,000,000 effective February 18, 2025.

Any issuance of equity or securities

convertible into or exchangeable for our equity securities, including for the purposes of expansion of our business, may have a

dilutive effect on our existing stockholders.

perceived risk associated with the possible issuance of a large number of shares of common stock or securities convertible into or exchange

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of shares for future sales, will have on the market price of our stock.

may not have enough authorized shares of capital stock to satisfy our contractual obligations.

board of directors has the authority to issue up to 70,000,000 shares of our common stock.

As of March 29, 2024, there were 65,088,575

shares of our common stock issued and outstanding and an additional 3,292,400 shares of common stock issuable upon conversion of outstanding

convertible promissory notes.

As interest accrues on the notes and the interest and principal under those notes remain unpaid, the number

of shares issuable upon conversion of the notes continues to increase.

If the number of shares of common stock issuable upon conversion

of the notes exceeds the number of authorized shares of common stock, we could be in default under those notes, and the holders of the

notes could declare a default and accelerate the indebtedness under those notes, which we do not have the cash to repay as of the filing

of this report.

As a result, our inability to maintain an adequate number of authorized but unissued shares of our common stock to issue

upon conversion of our convertible instruments could result in defaults on our indebtedness, impair our ability to raise capital through

the issuance of equity securities or debt securities convertible into our common stock, and have a material adverse effect on our business,

results of operations and financial condition.

may experience volatility in our stock price, which could negatively affect your investment, and you may not be able to resell your shares

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which are beyond our control, including:

our ability to commercialize

our products, services and technologies;

ability to commercialize our products, services and technologies;

amount and timing of expenses associated with our research and development programs and our ability to develop enhancements to our

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors