What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-04-14 · 231 added, 244 removed, 119 unchanged (80% of the section changed)

Risks Related to Our Financial Condition and

Risks Related to Our Financial Condition and our

Our investors may lose their entire investment

because our financial status creates a doubt whether we will continue as a going concern.

have sufficient cash nor do we have a significant source of revenues to cover our operational costs and allow us to continue as a going

The Company anticipates generating revenues through the licensing of its core products and if that is not sufficient

we may seek to raise additional operating capital to implement our business plan in an offering of our common stock or debt.

plan requires capital to operate for the next twelve months.

However, there can be no assurance that the revenues generated or that such

an offering will be successful.

You may lose your entire investment

failure to raise additional capital or generate cash flows necessary to expand our operations could reduce our ability to compete successfully

and adversely affect our results of operations.

to raise additional funds to achieve our future strategic objectives, and we may not be able to obtain additional debt or equity financing

on favorable terms, if at all.

If we engage in debt financing, we may be required to accept terms that restrict our ability to incur

additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions.

If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

develop and enhance our existing products;

to expand our product base, sales and/or marketing efforts;

train and retain employees;

to competitive pressures or unanticipated working capital requirements.

Our inability

to do any of the foregoing could reduce our ability to compete successfully and adversely affect our results of operations.

If we are unable to generate revenues by

implementing our business plan, you will lose your entire investment in our company.

We have a history of losses from inception and we had an accumulated deficit as of December 31, 2024 of $39,946,142.

We have not been

able to generate sufficient revenues from licensees, from the sale of our own products or otherwise to cover our expenses.

If we are unsuccessful

in generating revenues, you could lose your entire investment.

We do not have sufficient cash nor do we have a significant

source of revenues to cover our operational costs and allow us to continue as a going concern.

The Company anticipates generating

revenues through the licensing of its core products and if that is not sufficient we may seek to raise additional operating capital to

implement our business plan in an offering of our common stock or debt.

Our plan requires capital to operate for the next twelve

However, there can be no assurance that the revenues generated or that such an offering will be successful.

You may lose your

entire investment

Our failure to raise additional capital or generate

cash flows necessary to expand our operations could reduce our ability to compete successfully and adversely affect our results of operations.

We need to raise additional funds to achieve our future

strategic objectives, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all.

in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain

specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions.

If we need additional capital and cannot

raise it on acceptable terms, we may not be able to, among other things:

launch, develop and enhance our existing products;

continue to expand our product base, sales and/or marketing efforts;

hire, train and retain employees;

respond to competitive pressures or unanticipated working capital requirements.

Our inability to do any of the foregoing could reduce

our ability to compete successfully and adversely affect our results of operations.

If we are unable to generate revenues by implementing

our business plan, you will lose your entire investment in our company.

We have a history of losses from inception and we

had an accumulated deficit as of December 31, 2025 of $41,010,176.

We have not been able to generate sufficient revenues from licensees,

from the sale of our own products or otherwise to cover our expenses.

If we are unsuccessful in generating revenues, you could lose your

entire investment.

If our products or products that are licensed

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could adversely affect our business and any possible revenues.

If demand for the products that we offer

or products that are licensed by our licensees slows, then our business would be materially affected.

If demand for the products that we offer or

products that are licensed by our licensees slows, then our business would be materially affected.

Demand for our products and products of our licensees,

depends on many factors, including:

the economy, and in periods of rapidly declining economic conditions,

customers may defer luxury purchases or may choose alternate products;

the competitive environment in the skin care sector or sectors in which

products are introduced may force us to reduce prices below our desired pricing level or increase promotional spending;

our ability to anticipate changes in consumer preferences and to meet

customers’ needs for skin care products in a timely cost-effective manner;

our ability to maintain efficient, timely and cost-effective production

and delivery of the products and services;

our ability to identify and respond successfully to emerging trends

in the skin care and personal care industries.

For the long term, demand for product offerings

may be affected by:

the ability to establish, maintain and eventually grow market share

in a competitive environment;

our ability to deliver our products in the markets we intend to service,

changes in government regulations, currency fluctuations, natural disasters, pandemics and other factors beyond our control may increase

the cost of items we purchase, create communication issues or render product delivery difficult which could have a material adverse

effect on our sales and profitability;

the economy, and in periods of rapidly declining economic conditions, customers may defer luxury purchases or may choose alternate products;

the competitive environment in the skin care sector or sectors in which products are introduced may force us to reduce prices below our desired pricing level or increase promotional spending;

our ability to anticipate changes in consumer preferences and to meet customers’ needs for skin care products in a timely cost-effective manner;

our ability to maintain efficient, timely and cost-effective production and delivery of the products and services;

our ability to identify and respond successfully to emerging trends in the skin care and personal care industries.

For the long term, demand for product offerings may

be affected by:

the ability to establish, maintain and eventually grow market share in a competitive environment;

our ability to deliver our products in the markets we intend to service, changes in government regulations, currency fluctuations, natural disasters, pandemics and other factors beyond our control may increase the cost of items we purchase, create communication issues or render product delivery difficult which could have a material adverse effect on our sales and profitability;

restrictions on access to North American markets and supplies.

All of these factors could result in immediate

and longer term declines in the demand for products that we offer as well as licensed products, which could adversely affect our sales,

cash flows and overall financial condition.

Because we are new in the marketplace, we

may not be able to compete effectively and increase market share.

Our current and potential competitors may have

longer operating histories, significantly greater resources and name recognition, and a larger base of customers than we have.

All of these factors could result in immediate and

longer term declines in the demand for products that we offer as well as licensed products, which could adversely affect our sales, cash

flows and overall financial condition.

Because we are new in the marketplace, we may

not be able to compete effectively and increase market share.

Our current and potential competitors may have longer

operating histories, significantly greater resources and name recognition, and a larger base of customers than we have.

Our competitors

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We may experience poor quality manufacturing;

Our products may have new competition from other companies attempting

to duplicate our formulas;

Our products may have new competition from other companies attempting to duplicate our formulas;

Our customers could experience results different from our test results.

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the products that we sell results in injury.

We may be subjected to various product liability

claims, including claims that the products we sell contain contaminants, are improperly labeled or include inadequate instructions as

to use or inadequate warnings concerning side effects and interactions with other substances.

In addition, we may be forced to defend

We cannot predict whether product liability claims will be brought against us in the future or the effect of any resulting

adverse publicity on the business.

We may be subjected to various product liability claims,

including claims that the products we sell contain contaminants, are improperly labeled or include inadequate instructions as to use or

inadequate warnings concerning side effects and interactions with other substances.

In addition, we may be forced to defend lawsuits.

We cannot predict whether product liability claims will be brought against us in the future or the effect of any resulting adverse publicity

on the business.

Moreover, we may not have adequate resources in the event of a successful claim against us.

The successful

assertion of product liability claim against us could result in potentially significant monetary damages.

In addition, interactions of

the products with other similar products, prescription medicines and over-the-counter drugs have not been fully explored.

The successful assertion

of product liability claim against us could result in potentially significant monetary damages.

In addition, interactions of the products

with other similar products, prescription medicines and over-the-counter drugs have not been fully explored.

We may also be exposed to claims relating to product

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If they do not perceive expected results to occur, certain individuals or groups of individuals may seek monetary retribution.

If our products become contaminated,

our business could be seriously harmed.

We have adopted various quality, environmental,

health and safety standards.

If our products become contaminated, our

business could be seriously harmed.

We have adopted various quality, environmental, health

and safety standards.

However, our products may still not meet these standards or could otherwise become contaminated.

to meet these standards or contamination could occur in our operations or those of our bottlers, manufacturers, distributors or suppliers.

Such a failure or contamination could result in expensive production interruptions, recalls and liability claims.

Moreover, negative

publicity could be generated even from false, unfounded or nominal liability claims or limited recalls.

Any of these failures or occurrences

could negatively affect our business and financial performance.

Our business may be adversely affected by

unfavorable publicity within the skin care markets.

Management believes that the skin care market

and personal care markets are significantly affected by national media attention.

A failure to meet

these standards or contamination could occur in our operations or those of our bottlers, manufacturers, distributors or suppliers.

a failure or contamination could result in expensive production interruptions, recalls and liability claims.

Moreover, negative publicity

could be generated even from false, unfounded or nominal liability claims or limited recalls.

Any of these failures or occurrences could

negatively affect our business and financial performance.

Our business may be adversely affected by unfavorable

publicity within the skin care markets.

Management believes that the skin care market and

personal care markets are significantly affected by national media attention.

As with any retail provider, future scientific research

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or results of operations.

We promote and sell our products internationally

and our licensees do the same.

We promote and sell our products internationally and

our licensees do the same.

International operations will be subject to risks inherent in doing business in foreign countries, including,

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new and different legal and regulatory requirements in local jurisdictions;

potentially adverse tax consequences, including imposition or increase

of taxes on transactions or withholding and other taxes on remittances and other payments by subsidiaries;

potentially adverse tax consequences, including imposition or increase of taxes on transactions or withholding and other taxes on remittances and other payments by subsidiaries;

risk of nationalization of private enterprises by foreign governments;

legal restrictions on doing business in or with certain nations, certain

parties and/or certain products;

local economic, political and social conditions, including the possibility

of hyperinflationary conditions and political instability.

legal restrictions on doing business in or with certain nations, certain parties and/or certain products;

local economic, political and social conditions, including the possibility of hyperinflationary conditions and political instability.

We may not be successful in developing and implementing

policies and strategies to address the foregoing factors in a timely and effective manner in the locations where we will do business.

Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our base operations and

upon our financial condition and results of operations.

Since our products will be available over the

Internet in foreign countries and we plan to have customers residing in foreign countries, foreign jurisdictions may require us to qualify

to do business in their country.

We will be required to comply with certain laws and regulations of each country in which we conduct

business, including laws and regulations currently in place or which may be enacted related to Internet services available to the residents

of each country from online sites located elsewhere.

Because of the nature of our products, we

may be subject to government regulations or laws that increase our costs of operations or decrease our ability to generate income.

Any failure by us, or by any third party that

may manufacture or market our products, to comply with the law, including statutes and regulations administered by the FDA or other U.S.

or foreign regulatory authorities, could result in, among other things, warning letters, fines and other civil penalties, suspension

of regulatory approvals and the resulting requirement that we suspend sales of our products, refusal to approve pending applications

or supplements to approved applications, export or import restrictions, interruption of production, operating restrictions, closure of

the facilities used by us or third parties to manufacture our product candidates, injunctions or criminal prosecution.

Any of the foregoing

actions could have a material adverse effect on our business.

Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our base operations and upon

our financial condition and results of operations.

Since our products will be available over the Internet

in foreign countries and we plan to have customers residing in foreign countries, foreign jurisdictions may require us to qualify to do

business in their country.

We will be required to comply with certain laws and regulations of each country in which we conduct business,

including laws and regulations currently in place or which may be enacted related to Internet services available to the residents of each

country from online sites located elsewhere.

Because of the nature of our products, we may

be subject to government regulations or laws that increase our costs of operations or decrease our ability to generate income.

Any failure by us, or by any third party that may

manufacture or market our products, to comply with the law, including statutes and regulations administered by the FDA or other U.S.

foreign regulatory authorities, could result in, among other things, warning letters, fines and other civil penalties, suspension of regulatory

approvals and the resulting requirement that we suspend sales of our products, refusal to approve pending applications or supplements

to approved applications, export or import restrictions, interruption of production, operating restrictions, closure of the facilities

used by us or third parties to manufacture our product candidates, injunctions or criminal prosecution.

Any of the foregoing actions could

have a material adverse effect on our business.

Our commercial success depends significantly

on our ability to develop and commercialize our potential products without infringing the intellectual property rights of third parties.

Our commercial success will depend, in part, on

operating our business without infringing the patents or proprietary rights of third parties.

Third parties that believe we are infringing

on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing and distribution of

our products.

If we become involved in any litigation, it could consume a substantial portion of our resources, regardless of the outcome

of the litigation.

If any of these actions are successful, we could be required to pay damages and/or to obtain a license to continue

to develop or market our products, in which case we may be required to pay substantial royalties.

However, any such license may not be

available on terms acceptable to us or at all.

Ultimately, we could be prevented from commercializing a product or forced to cease some

aspect of our business operations as a result of patent infringement claims, which would harm our business.

The implementation of our business plan

relies on our ability to manage growth.

Our commercial success will depend, in part, on operating

our business without infringing the patents or proprietary rights of third parties.

Third parties that believe we are infringing on their

rights could bring actions against us claiming damages and seeking to enjoin the development, marketing and distribution of our products.

If we become involved in any litigation, it could consume a substantial portion of our resources, regardless of the outcome of the litigation.

If any of these actions are successful, we could be required to pay damages and/or to obtain a license to continue to develop or market

our products, in which case we may be required to pay substantial royalties.

However, any such license may not be available on terms acceptable

to us or at all.

Ultimately, we could be prevented from commercializing a product or forced to cease some aspect of our business operations

as a result of patent infringement claims, which would harm our business.

The implementation of our business plan relies

on our ability to manage growth.

If we are not able to manage the growth, our business plan may not be successfully implemented.

We expect to expand our operations by increasing

our sales and marketing efforts, research and development activities, and escalating our services.

The anticipated growth could place

a significant strain on our management, and operational and financial resources.

Effective management of the anticipated growth shall

require expanding our management and financial controls, hiring additional appropriate personnel as required, and developing additional

expertise by existing management personnel.

However, there can be no assurances that these or other measures we may implement shall effectively

increase our capabilities to manage such anticipated growth or to do so in a timely and cost-effective manner.

Moreover, management of

growth is especially challenging for a company with a short revenue generating history and limited financial resources, and the failure

to effectively manage growth could have a material adverse effect on our operations.

Our success depends on continuing to hire

and retain qualified personnel, including our director and officers and our technical personnel.

We expect to expand our operations by increasing our

sales and marketing efforts, research and development activities, and escalating our services.

The anticipated growth could place a significant

strain on our management, and operational and financial resources.

Effective management of the anticipated growth shall require expanding

our management and financial controls, hiring additional appropriate personnel as required, and developing additional expertise by existing

management personnel.

However, there can be no assurances that these or other measures we may implement shall effectively increase our

capabilities to manage such anticipated growth or to do so in a timely and cost-effective manner.

Moreover, management of growth is especially

challenging for a company with a short revenue generating history and limited financial resources, and the failure to effectively manage

growth could have a material adverse effect on our operations.

Our success depends on continuing to hire and

retain qualified personnel, including our director and officers and our technical personnel.

If we are not successful in attracting

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of our management team and key personnel.

Currently, we have three employees, including our Director and CEO, Terry Howlett.

Currently, we have two employees, including our Director and CEO, Terry Howlett.

specialized technical nature of our business, we are particularly dependent on our technical personnel.

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our ability to successfully implement a plan for management succession.

Competition for qualified personnel in our business areas is

intense, and we may not be able to continue to attract and retain key personnel.

Competition for qualified personnel in our business areas is intense,

and we may not be able to continue to attract and retain key personnel.

In addition, if we lose the services of any of our management

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increased operating expenses.

we are unable to attract new distributors and customers, or if our existing

distributors and customers do not purchase additional products, the growth of our business

and cash flows will be adversely affected.

our revenues and cash flows, we must regularly add distributors and customers and sell additional

products to our existing distributors and customers.

If we are unable to attract new distributors

and customers, or if our existing distributors and customers do not purchase additional products, the growth of our business and cash

flows will be adversely affected.

To increase our revenues and cash flows, we must regularly

add distributors and customers and sell additional products to our existing distributors and customers.

If we are unable to sell our products

to customers that have been referred to us, unable to generate sufficient sales leads through our marketing programs, or if our existing

or new distributors and customers do not perceive our products to be of sufficiently high

value and quality, we may not be able to increase sales and our operating results would be adversely affected.

In addition, if we fail

to sell new products to existing distributors and customers or new distributors and

customers, our operating results will suffer, and our revenue growth, cash flows and profitability

may be materially and adversely affected.

Key management personnel may leave

us, which could adversely affect our ability to continue operations.

We are entirely dependent on the efforts of our

management because of the time and effort that they devote to us.

They oversee all development strategies, supervise any/all future personnel,

and implement our business plan.

Their loss, or other key personnel in the future, could have a material adverse effect on our business,

financial condition, and results of operations.

We have identified a material weakness

in our internal controls over financial reporting and we cannot provide assurances that this weakness will be effectively remediated

or that additional material weaknesses will not occur in the future.

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

or new distributors and customers do not perceive our products to be of sufficiently high value and quality, we may not be able to increase

sales and our operating results would be adversely affected.

In addition, if we fail to sell new products to existing distributors and

customers or new distributors and customers, our operating results will suffer, and our revenue growth, cash flows and profitability may

be materially and adversely affected.

Key management personnel may leave us,

which could adversely affect our ability to continue operations.

We are entirely dependent on the efforts of our management

because of the time and effort that they devote to us.

They oversee all development strategies, supervise any/all future personnel, and

implement our business plan.

Their loss, or other key personnel in the future, could have a material adverse effect on our business, financial

condition, and results of operations.

We have identified a material weakness in our

internal controls over financial reporting and we cannot provide assurances that this weakness will be effectively remediated or that

additional material weaknesses will not occur in the future.

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 the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

As described in Part

II, Item 9A, "Controls and Procedures," management identified a material weakness as of December 31, 2024 relating to the lack of an

effective risk assessment process that defined clear financial reporting objectives, that identified and evaluated risks of

misstatement due to errors over certain financial reporting processes, or that developed internal controls to mitigate those risks.

As part of management's evaluation of this material weakness, it has been identified that certain other deficiencies in control

activities have materialized as a result of the deficiency in the Company's risk assessment.

We are actively engaged in the planning

for, and implementation of, remediation efforts to address this material weakness, but there can be no assurance that those efforts

will be successful.

A material weakness will not be considered remediated until the updated controls have operated for a sufficient

period of time and management has concluded, through testing, that such controls are operating effectively.

If we do not remediate

this material weakness in a timely manner, or if additional material weaknesses in our internal control over financial reporting are

discovered, they may adversely affect our ability to record, process, summarize and report financial information timely and

accurately and our financial statements may contain material misstatements or omissions.

In addition, we may experience delays or be

unable to meet our reporting obligations or to comply with SEC rules and regulations, which could result in investigations and

sanctions by regulatory authorities.

Any of these results may, among other adverse consequences, cause investors to lose confidence

in our reported financial information, incur the expense of remediation, result in regulatory scrutiny, litigation, investigations

or enforcement actions, limit our ability to access the capital markets, lead to a decline in our stock price, and otherwise have a

material adverse effect on our business, financial condition, results of operations and cash flows.

As described in Part II,

Item 9A, "Controls and Procedures," management identified a material weakness as of December 31, 2025 relating to the lack of

an effective risk assessment process that defined clear financial reporting objectives, that identified and evaluated risks of misstatement

due to errors over certain financial reporting processes, or that developed internal controls to mitigate those risks.

As part of management's

evaluation of this material weakness, it has been identified that certain other deficiencies in control activities have materialized as

a result of the deficiency in the Company's risk assessment.

We are actively engaged in the planning for, and implementation

of, remediation efforts to address this material weakness, but there can be no assurance that those efforts will be successful.

weakness will not be considered remediated until the updated controls have operated for a sufficient period of time and management has

concluded, through testing, that such controls are operating effectively.

If we do not remediate this material weakness in a timely manner,

or if additional material weaknesses in our internal control over financial reporting are discovered, they may adversely affect our ability

to record, process, summarize and report financial information timely and accurately and our financial statements may contain material

misstatements or omissions.

In addition, we may experience delays or be unable to meet our reporting obligations or to comply with SEC

rules and regulations, which could result in investigations and sanctions by regulatory authorities.

Any of these results may, among other

adverse consequences, cause investors to lose confidence in our reported financial information, incur the expense of remediation, result

in regulatory scrutiny, litigation, investigations or enforcement actions, limit our ability to access the capital markets, lead to a

decline in our stock price, and otherwise have a material adverse effect on our business, financial condition, results of operations and

Risks Related to Our Securities

If a market for our common stock does not

develop, shareholders may be unable to sell their shares.

If a market for our common stock does not develop,

shareholders may be unable to sell their shares.

Our common stock is quoted under the symbol “SKVI”

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of the stock.

Our common stock price may be volatile and

could fluctuate widely in price, which could result in substantial losses for investors.

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, including:

• technological

innovations or new products and services by us or our competitors;

regulation of our products and services;

establishment of partnerships with other technology companies;

• intellectual

property disputes;

or departures of key personnel;

of our common stock

ability to integrate operations, technology, products and services;

ability to execute our business plan;

results below expectations;

of any strategic relationship;

developments;

and other external factors;

to period fluctuations in our financial results.

Because we have nominal revenues to date, you

should consider any one of these factors to be material.

Our common stock price may be volatile and could

fluctuate widely in price, which could result in substantial losses for investors.

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, including:

technological innovations or new products and services by us or our competitors;

government regulation of our products and services;

the establishment of partnerships with other technology companies;

intellectual property disputes;

additions or departures of key personnel;

sales of our common stock

our ability to integrate operations, technology, products and services;

our ability to execute our business plan;

operating results below expectations;

loss of any strategic relationship;

industry developments;

economic and other external factors;

period to period fluctuations in our financial results.

Because we have nominal revenues to date, you should

consider any one of these factors to be material.

Our stock price may fluctuate widely as a result of any of the above.

In addition, the securities markets have from

time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

In addition, the securities markets have from time

to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market price of our common stock.

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common stock.

We have never paid cash dividends on our common

stock and do not anticipate paying cash dividends in the foreseeable future.

The payment of cash dividends on our common stock will depend

on earnings, financial condition and other business and economic factors at such time as the board of directors may consider relevant.

If we do not pay cash dividends, our common stock may be less valuable because a return on your investment will only occur if its stock

price appreciates.

We have never paid cash dividends on our common stock

and do not anticipate paying cash dividends in the foreseeable future.

The payment of cash dividends on our common stock will depend on

earnings, financial condition and other business and economic factors at such time as the board of directors may consider relevant.

we do not pay cash dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price

As a new investor, you will experience

substantial dilution as a result of future equity issuances.

In the event we are required to raise additional

capital it may do so by selling additional shares of common stock thereby diluting the shares and ownership interests of existing shareholders.

Because we are subject to the “Penny

Stock” rules, the level of trading activity in our stock may be reduced.

In the event we are required to raise additional capital

it may do so by selling additional shares of common stock thereby diluting the shares and ownership interests of existing shareholders.

Because we are subject to the “Penny Stock”

rules, the level of trading activity in our stock may be reduced.

The Securities and Exchange Commission has adopted

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The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that

provides information about penny stocks and the risks in the penny stock market.

The broker-dealer must also provide the customer with

current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and

monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny

stock rules generally require that prior to a transaction in a penny stock, the broker-dealer 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.

disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes

subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.

Provisions in the Nevada Revised Statutes

and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations

of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.

prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides

information about penny stocks and the risks in the penny stock market.

The broker-dealer must also provide the customer with current

bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly

account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules

generally require that prior to a transaction in a penny stock, the broker-dealer 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.

These disclosure

requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to

the penny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.

Provisions in the Nevada Revised Statutes and

our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations of

their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.

Members of our board of directors and our officers

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This provision is intended

to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits

alleging a breach of the duty of care by a director or officer.

Accordingly, you may be unable to prevail in a legal action against our

directors or officers even if they have breached their fiduciary duty of care.

In addition, our Bylaws allow us to indemnify our directors

and officers from and against any and all costs, charges and expenses resulting from their acting in such capacities with us.

that if you were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses

they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay.

Accordingly, our indemnification

obligations could divert needed financial resources and may adversely affect our business, financial condition, results of operations

and cash flows, and adversely affect prevailing market prices for our common stock.

to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging

a breach of the duty of care by a director or officer.

Accordingly, you may be unable to prevail in a legal action against our directors

or officers even if they have breached their fiduciary duty of care.

In addition, our Bylaws allow us to indemnify our directors and officers

from and against any and all costs, charges and expenses resulting from their acting in such capacities with us.

This means that if you

were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses they incurred

in defending the lawsuit and any judgment or settlement they otherwise would be required to pay.

Accordingly, our indemnification obligations

could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows,

and adversely affect prevailing market prices for our common stock.

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