What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-26 compared with 2025-03-24 · 133 added, 224 removed, 159 unchanged (69% of the section changed)

12 unchanged sentences

Our first and second-generation technologies enable light fixtures, ceiling

fans and other electrically wired products to be installed safely and plugged in to a ceiling’s electrical outlet box within seconds,

fans and other electrically wired products to be installed safely and plugged into a ceiling’s electrical outlet box within seconds,

and without the need to touch hazardous wires.

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The plug and play power-plug technology eliminates the need of touching hazardous

electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products.

electrical wires while installing light fixtures, ceiling fans and other hardwired electrical products.

In recent years, we have expanded

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and global patents and patent applications and have received a variety of final electrical

code approvals, including UL, United Laboratories of Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion

in the NEC Code Book.

code approvals, including UL, United Laboratories of Canada (cUL) and Conformite Europeenne (CE), and 2017 and 2020 inclusion in the

NEC Code Book.

believe our total addressable market in the United States exceeds $500 billion, based on the Company’s internal calculations derived

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be able to penetrate the existing market to capture additional market share.

and related risk of recession increased during 2022 and continue to impact operations.

Inflationary factors,

such as increases in interest rates, supply and overhead costs and transportation costs, may adversely affect our operating results,

and we may not be able to offset increased costs with increased sales price per unit, particularly as we work toward commercial manufacturing

of our products.

Although we do not believe that inflation has had a material impact on our financial position or results of operations

to date, we may experience some effect in the near future (especially if inflation rates continue to rise).

In addition, we may be negatively

impacted because of supply chain constraints, consequences associated with government regulations, ongoing and potential geopolitical

and trade policies impact in varying degrees our industry market participants (from manufacturer to user).

The reaction(s) by the market

participants to such policies or changes in policies may have an impact on our operations.

Those policies, such as tariffs, increases

in interest rates, supply and overhead costs and transportation costs, may adversely affect our operating results, and we may not be

able to offset increased costs with increased sales price per unit, particularly as we work toward commercial manufacturing of our products.

Although we do not believe that monetary and trade policies have had a material impact on our financial position or results of operations

to date, we may experience some effect in the near future as we continue to navigate changes in such policies.

In addition, we may be

negatively impacted because of supply chain constraints, consequences associated with government regulations, ongoing and potential geopolitical

conflicts, instability in the global banking system, employee availability and wage increases.

conflicts in the Middle East may adversely impact our operations in the near future.

We have a number of developers working in Israel.

If such individuals are called for service or this war escalates regionally, it may create work interruptions leading to longer periods

between releases of offering improvements and increased costs.

April 2023, we completed the previously announced acquisition of all the issued and outstanding shares of Belami, a strategic e-commerce

lighting and home décor conglomerate.

The Company paid cash and issued an aggregate of 3,776,706 shares of our common stock as

consideration for the acquisition.

The Company expects that Belami will serve as a marketing and growth platform and should provide several

distribution channels for our products, including to retail customers, builders, and professionals.

connection with the acquisition, the Company engaged in private placements of its securities during the first quarter of 2023, pursuant

to which the Company issued and sold (i) subordinated secured convertible promissory notes in the aggregate principal amount of $10.35

million and (ii) warrants to purchase an aggregate of up to 1,391,667 shares of the Company’s common stock.

The proceeds were used

to fund the cash component of the Belami acquisition and to pay certain transaction expenses in connection with the acquisition and the

private placements.

March 2024, the Company and the Belami sellers entered into a letter agreement modifying certain obligations under the stock purchase

agreement for the acquisition of Belami.

In connection with the letter agreement, the Company issued convertible promissory notes to

each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the sellers on the

first anniversary of the closing of the Belami acquisition.

Each seller received a Seller Note in an amount of $1,039,303 on the same

In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal coming due on May

16, 2025, and can be converted by the sellers into shares of our common stock at any time at $3.00 per share of our common stock.

Seller Notes include customary events of default accelerating maturity, including a breach of the Company’s covenants, representations,

and warranties under the Belami stock purchase agreement and a change of control of Belami.

The letter agreement further provided that

the Company would perform all other obligations arising on the first anniversary of the closing, including issuance of shares of common

stock due to sellers, and that on such date the non-fundamental representations and warranties will expire, and the Company would release

$750,000 held in escrow.

In April 2024, the Company issued an aggregate of 1,853,421 shares of common stock to the sellers and released

the escrow amount.

April 11, 2024, the Company entered into an amendment to the letter agreement previously entered into with GE-TL in December 2023, which

extended the deadline for the Company to issue the convertible note to GE-TL to May 1, 2024, and also issued a three-year, $1.0 million

convertible note to GE-TL, thereby reducing obligations due in 2027 by $400,000.

The note does not bear interest, and the principal amount

of the note is convertible into shares of the Company’s common stock at any time at the option of the holder at $1.07 per share.

the second quarter of 2023, we began our at the market offering (“ATM”) pursuant to which we may sell up to $20 million of

shares of our common stock.

October 2024, the Company completed its authorization of the issuance of 440,000 shares each of newly authorized Series A Preferred Stock

and Series A-1 Preferred Stock which generated proceeds of $11.0 million.

The Company sold an additional 40,000 shares of Series A-1 Preferred Stock for proceeds of $1.0 million during March

The designations of each class of preferred stock are as follows:

A Preferred Stock:

dividend of 8% annually, 12% if paid after dividend date;

issue price of $25 per share;

option at the holder’s option at $2 per share, with subsequent equity offering reset

provision of no less than $1.20 per share;

at the price of $25 per share at the Company’s option after 5 years or upon change

of control (substantially within the control of the holder);

rights on as converted basis.

A-1 Preferred Stock:

dividend of 8% annually, 12% if paid after dividend date;

issue price of $25 per share;

option at the holder’s option at $2 per share, with subsequent equity offering reset

provision of no less than $1.20 per share;

at the price of $25 per share at the Company’s option after three years or upon change

of control (substantially outside the control of the holder);

rights on as converted basis.

2025 and January 2026, we generated proceeds of $5.6 million pursuant to our ATM, $29.3 million pursuant to issuance of shares of our

common stock, $5.4 million pursuant to issuance of our preferred stock, and $5.3 million pursuant

to the issuance of convertible notes.

have expanded our product lines to include an all-in-one plug and play combined heater, fan, and lighting product which will eventually

accommodate the integration of our smart and advanced products.

of Operations

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and administrative expenses

income / (expense)

$ 121,122,339

$ 118,389,115

$ (29,112,390 )

$ (32,112,239 )

on extinguishment of debt

other income (expense), net

other expense, net

$ (33,415,604 )

$ (35,768,144 )

increase in revenues is primarily due to revenues from products marketed by Belami which was acquired on April 28, 2023.

believe that revenues will be higher in 2025 than in 2024, primarily resulting from revenues the sale of our advanced products.

the year ended December 31,

increase in revenues is primarily due to an increased number of units of lighting and heating products sold.

believe that our revenues will be higher in 2026 than in 2025 primarily resulting from revenues from the sale of our advanced and smart

For the year ended December 31,

Cost of revenues

cost of revenues consists primarily of costs associated with selling the products marketed by Belami.

The increase is primarily due to

costs associated with revenues from products marketed by Belami which was acquired on April 28, 2023, commensurate with the increase

believe that the cost of revenues will increase in 2025 compared to 2024, in similar proportions to the anticipated increase in revenues.

increase in cost of revenue is proportionate to the increase in revenues.

believe that the cost of revenues will increase in 2026 compared to 2025, commensurate with an anticipated increase in revenues.

and Marketing Expenses

the year ended December 31,

Selling and marketing expenses

and marketing expenses consist primarily of sales and marketing compensation as well as sales and marketing programs.

increase in selling and marketing expenses is primarily due to such expenses increasing following the acquisition of Belami on April

believe that our selling and marketing expenses will be higher during 2025 when compared to 2024 as we continue to invest to support

our anticipated growth.

selling and marketing expenses are relatively unchanged.

believe that our selling and marketing expenses in 2026 will remain relatively unchanged compared to 2025.

and Administrative Expenses

the year ended December 31,

General and administrative expenses

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wages, and benefits, and depreciation and amortization, including share-based payments.

decrease in general, and administrative expenses during 2024 when compared to 2023, primarily due to the following:

share-based payments of $4.5 million resulting from smaller issuance of restricted stock

units and options.

Our share-based payments were higher in 2023 primarily as a result of

the acquisition of Belami, Inc..

incurred non-recurring expenditures of $2.7 million related our inventory and royalties payable

decrease was offset by increased amortization of intangibles which were amortized over nine

months during 2024 and five months during 2023, following the acquisition of Belami in April

The increase in depreciation and amortization expenses of $1.0 million primarily related

to increased intangibles acquired during the second quarter of 2023.

Additionally, we recognized

an impairment expense of $1.1 million during 2024.

believe that our operating expenses will be higher during 2025 when compared to 2024 as we continue to invest to support our anticipated

growth which now includes such expenses related to Belami’s operations following its acquisition.

Income (Expense)

increase in general and administrative expenses is primarily due to increased share-based payments of approximately $1.6 million during

the second quarter of 2025.

believe that our general and administrative expenses in 2026 will remain relatively unchanged compared to 2025.

Expense (Income)

the year ended December 31,

Other expense

Interest expense, net

increase in interest expense resulted primarily from interest charges related to increased interest-bearing weighted average debt in

the current periods when compared to the prior year periods.

Gain on extinguishment of debt

decrease in gain on extinguishment of debt is due to non-recurring gain on extinguishment of debt which occurred during the respective

interest expense is relatively unchanged.

We recognized a non-recurring gain on extinguishment of debt related to our royalty obligations

during 2024, none of which occurred during 2025.

and Capital Resources

of December 31, 2024 and 2023, we had $15.5 million and $22.4 million in cash and cash equivalents, restricted cash, respectively.

Historically, we have raised funds through the issuances of common stock, securities convertible into common stock

and notes payable.

have raised funds through the sale of our common stock and preferred stocks for gross proceeds of $15.4 million pursuant to

placements and offerings during 2024.

We also generated gross proceeds of $1.0 pursuant to the issuance of 40,000 shares of our Series A-1 Preferred Stock

in March 2025.

had $10.1 million and $15.5 million in cash and cash equivalents, and restricted cash, as of December 31, 2025 and 2024,

respectively.

Historically,

we have raised funds through the issuances of common stock, preferred stock, securities convertible into common stock and notes payable.

We have raised funds through the sale of our common stock and preferred stocks for gross proceeds of $10.9 million pursuant to placements

and offerings during 2025.

We also generated gross proceeds of $29.3 million pursuant to the issuance of shares of our common stock during January 2026.

offerings included shares sold pursuant to our ATM offering program which provides us with additional access to capital, as needed, subject

to market conditions.

During 2024, we t issued 3,535,067 shares of common stock under such program.

From inception through December 31, 2024, we issued 7,894,899 shares of common stock under such a program for net proceeds of $13,795,059,

net of brokerage fees and legal fees of $619,415.

As of March 13, 2025, the remaining amount to be used under the ATM offering program

is $5.4 million.

October, 2024 and March 2025, we sold an aggregate of 480,000 shares of two series of preferred stock, resulting in total gross

proceeds of $12.0 million, pursuant to (i) a Securities Purchase Agreement entered into with an accredited investor, pursuant to

which such investor purchased an aggregate of 200,000 shares of Series A Preferred Stock, at a purchase price of $25.00 per share,

and (ii) a Securities Purchase Agreement entered into with certain accredited investors, pursuant to which such investors purchased

an aggregate of 280,000 shares of Series A-1 Preferred Stock, at a purchase price of $25.00 per share.

future capital requirements will depend on many factors, including the Belami integration of operations, our revenue

growth rate, expenditures related to our headcount growth and manufacturing, the timing and the amount of cash received from customers,

the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the price at which

we are able to purchase parts to incorporate in our product offerings, the introduction of platform enhancements, and the market adoption

of our platforms.

We may continue to enter arrangements to acquire or invest in complementary businesses, products, and technologies.

We may, because of those arrangements, or the general expansion of our business, be required to seek additional equity or debt financing.

If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all.

If we are unable

to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not

be able to compete successfully, which would harm our business, results of operations, and financial condition.

During the fourth quarter of 2025, we issued 368,110 shares of common stock under such program.

From inception

through December 31, 2025, we issued 12,138,022 shares of common stock under such a program for net proceeds of $19,219,347, net of brokerage

fees and legal fees of $779,508.

As of March 2, 2026, there are no significant remaining amount to be used under the ATM offering program.

the year 2025, we sold an aggregate of 214,000 shares of two series of preferred stock, resulting in total gross proceeds of $5.1 million,

pursuant to (i) a Securities Purchase Agreement entered into with an accredited investor, pursuant to which such investor purchased an

aggregate of 154,000 shares of Series A-1 Preferred Stock, at a purchase price of $25.00 per share, and (ii) a Securities Purchase Agreement

entered into with certain accredited investors, pursuant to which such investors purchased an aggregate of 60,000 shares of Series A-2

Preferred Stock, at a purchase price of $25.00 per share.

future capital requirements will depend on many factors, including the Belami integration of operations, our revenue growth rate, expenditures

related to our headcount growth and manufacturing, the timing and the amount of cash received from customers, the expansion of sales

and marketing activities, the timing and extent of spending to support development efforts, the price at which we are able to purchase

parts to incorporate in our product offerings, the introduction of platform enhancements, and the market adoption of our platforms.

may continue to enter into arrangements to acquire or invest in complementary businesses, products, and technologies.

We may, because

of those arrangements, or the general expansion of our business, be required to seek additional equity or debt financing.

If we require

additional financing, we may not be able to raise such financing on terms acceptable to us or at all.

If we are unable to raise additional

capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully,

which would harm our business, results of operations, and financial condition.

owe approximately $18.8 million under fixed rate obligations as of December 31, 2025.

In addition, we owe GE certain minimum royalty

payments under a license agreement and other accrued expenses which amounted to $1.7 million as of December 31, 2024.

March 29, 2024, we entered into a letter agreement with Belami sellers, modifying certain obligations under the Stock Purchase Agreement.

In connection with the letter agreement, the Company issued convertible promissory notes to each of the Sellers (the “Seller Note(s)”)

in substitution of an aggregate of $3,117,408 in cash due to the Sellers on the first anniversary of the Closing.

Each Seller received

a Seller Note in the amount of $1,039,303 on the same date.

In addition to other customary terms, the Seller Notes bear annual interest

at 10%, with interest and principal coming due on May 16, 2025, and can be converted by the Sellers at any time at $3.00 per share of

our common stock.

September 23, 2024, the Company, through its wholly owned subsidiary, Belami, entered into a $3.5 million secured revolving line of credit

(the “line of credit”) with a commercial bank, increasing, and renewing its previous revolving line of credit with such bank.

The line of credit bears interest at a variable rate per annum equal to The Wall Street Journal Prime Rate, subject to a floor of 7.5%

and ceiling of the maximum rate allowed under applicable law, payable monthly, and matures September 5, 2025.

The line of credit is subject

to customary default and acceleration provisions and to certain financial covenants, including working capital in excess of $1.75 million

and a debt service coverage ratio in excess of 1.25 to 1.00 (calculated as described in the business loan agreement governing the line

In addition, the Company agreed to guarantee Belami’s obligations under the line of credit, pursuant to a commercial

guaranty agreement.

In addition, we owe GE royalty payments which amounted

to $1.3 million as of December 31, 2025.

March 29, 2024, and as amended in June 2025, we entered into a letter agreement with Belami sellers, modifying certain obligations under

the Stock Purchase Agreement.

In connection with the letter agreement, the Company issued convertible promissory notes to each of the

Sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,909 in cash due to the Sellers on the first anniversary

of the Closing.

Each Seller received a Seller Note in the amount of $1,039,303 on the same date.

In addition to other customary terms,

the Seller Notes bear annual interest at 10%, with interest and principal coming due on January, 2026, and can be converted by the Sellers

at any time at $3.00 per share of our share of our common stock.

common with companies having a similar cash conversion cycle as ours, when sales are converted into cash rapidly, often referred to as

the “Dell Working Capital Model,” we leverage our trades payable to finance our operations to lower our cost of capital,

and accordingly, we may have negative working capital.

and accordingly, we have negative working capital.

This negative working capital is partly inherent to the relatively quick turnaround

of finished goods inventory, quicker collection of accounts receivables, and longer payment cycle of trades payable.

Our accounts receivable,

inventory, net of trades payable, amounted to $(6.1) million and $(6.8) million as of December 31, 2024, and 2023, respectively.

The designations of each class of

Series A and A-1 Preferred stock are as follows:

A Preferred Stock:

dividend of 8% annually, 12% if paid after dividend date;

issue price of $25 per share;

option at the holder’s option at $2 per share, with a subsequent reset provision of $1.20 per share;

at the price of $25 per share at the Company’s option after 5 years or upon change of control (substantially within the

control of the holder)

rights on as converted basis.

A-1 Preferred Stock:

Our net working

capital deficit, which consists of accounts receivable, inventory, net of trades payable, amounted to $8.4 million and $6.8 million as

of December 31, 2025, and 2024, respectively.

designations of each class of Series A, A-1 and A-2 Preferred stock are relatively similar and are as follows:

dividend of 8% annually, 12% if paid after dividend date;

issue price of $25 per share;

option at the holder’s option at $2 per share, with a subsequent reset provision of $1.20 per share;

at the price of $25 per share at the Company’s option after three years or upon change of control (substantially outside the

control of the holder)

option at the holder’s option at $1.20 per share for Series A and A-1, $2 per share for Series A-2;

at the price of $25 per share at the Company’s option after 5 years within the holder’s control for Series A and 3 years

outside the holder’s control for Series A-1 and A-2, or upon change of control;

rights on as converted basis.

1 unchanged sentence

2025 and 2024.

Cash flows from operating activities:

$ (33,415,604 )

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation and amortization, and impairment

Depreciation and amortization

Amortization of debt discount

Non-cash equity-based compensation expense

Non-cash equity-based interest payments

Gain on forgiveness of debt

Share-based payments

Change in operating assets and liabilities

3 unchanged sentences

(18,260,370 )

Cash flows from investing activities:

Proceeds from disposition of debt securities, net

Acquisition, net of cash acquired

Purchase of property and equipment

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from issuance of stock- offerings, net

Proceeds from issuance of debt instruments, net

Acquisition, net of cash acquired

Net cash used in investing activities

Proceeds from issuance of stock

Dividends paid

Proceeds from line of credit

Proceeds from issuance of convertible notes

Principal repayments of notes payable

Net cash provided by financing activities

Change in cash and cash equivalents, and restricted cash

Cash, cash equivalents and restricted cash at beginning of year

Cash, cash equivalents and restricted cash at beginning

Cash, cash equivalents and restricted cash at end of year

changes in working capital, net are primarily attributable to timing differences in accounts receivable, trade accounts payable and deferred

Company’s liquidity sources include $ 15.5 million in cash and cash equivalents, including restricted cash of $2.9 million held

for long-term purposes, and $ 5.7 million of working capital deficit as of December 31, 2024.

The Company has a history of recurring

operating losses, and its net cash used in operating activities amounted to $18.3 million and $13.0 million during the year ended December

31, 2024, and 2023, respectively.

The Company has also generated net cash provided by financing activities of $13.1 million and $22.7

million during 2024, and 2023, respectively.

Accordingly, the Company’s management cannot ascertain that there is no substantial

doubt that it will be able to meet its obligations as they become due within one year after the date that its financial statements are

intends to mitigate such conditions by continuing to support its continued growth by decreasing its cash used in operating activities

through increased revenues and increased margins from products sold to large retailers and its internet portals, and to the extent necessary,

generating cash provided by financing activities through it’s at the market offering or other equity or debt financing means.

Financial Measures

considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in

evaluating our business on a consistent basis across various periods.

Due to the significance of non-recurring items, EBITDA, as

adjusted, enables our management to monitor and evaluate our business on a consistent basis.

We use EBITDA, as adjusted, as a

primary measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating

investments and potential acquisitions.

We believe that EBITDA, as adjusted, eliminates items that are not part of our core

operations, such as interest expense and amortization and impairment expense associated with intangible assets, or items that do not

involve a cash outlay, such as share-based payments and non-recurring items, such as transaction costs.

EBITDA, as adjusted, should

be considered in addition to, rather than as a substitute for, pre-tax income (loss), net income (loss) and cash flows used in

operating activities.

This non-GAAP financial measure excludes significant expenses that are required by GAAP to be recorded in our

financial statements and is subject to inherent limitations.

Investors should review the reconciliation of this non-GAAP financial

measure to the comparable GAAP financial measure included below.

Investors should not rely on any single financial measure to

evaluate our business.

For the year ended

considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating

our business on a consistent basis across various periods.

Due to the significance of non-recurring items, EBITDA, as adjusted, enables

our management to monitor and evaluate our business on a consistent basis.

We use EBITDA, as adjusted, as a primary measure, among others,

to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions.

We believe that EBITDA, as adjusted, eliminates items that are not part of our core operations, such as interest expense and amortization

and impairment expense associated with intangible assets, or items that do not involve a cash outlay, such as share-based payments and

non-recurring items, such as transaction costs.

EBITDA, as adjusted, should be considered in addition to, rather than as a substitute

for, pre-tax income (loss), net income (loss) and cash flows used in operating activities.

This non-GAAP financial measure excludes significant

expenses that are required by GAAP to be recorded in our financial statements and is subject to inherent limitations.

Investors should

review the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure included below.

Investors should

not rely on any single financial measure to evaluate our business.

the year ended December 31,

$ (33,415,604 )

3 unchanged sentences

Depreciation, amortization

Transaction costs

EBITDA, as adjusted

6 unchanged sentences

contained in this Annual Report on Form 10-K for the year ended December 31, 2025.

The following is a summary of those

accounting policies that involve significant estimates and judgment of management.

The following is a summary of those accounting policies

that involve significant estimates and judgment of management.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts

14 unchanged sentences

where it is practicable to estimate that value.

As of December 31, 2024 and 2023, we believe the amounts reported for cash,

prepaid expenses, accounts payable and accrued expenses and other current liabilities, accrued interest, notes payable and

convertible note payable approximate fair value because of their short maturities.

As of December 31, 2025 and 2024, we believe the amounts reported for cash, prepaid expenses,

accounts payable and accrued expenses and other current liabilities, accrued interest, notes payable and convertible note payable approximate

fair value because of their short maturities.

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs

ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the input

used in measuring fair value.

2 unchanged sentences

These tiers include:

1, defined as observable inputs such as quoted prices for identical instruments in active

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

compensation is accounted for based on the requirements of ASC 718 - “Compensation-Stock Compensation ”, which requires

22 unchanged sentences

of the transaction price to the performance obligations in the contract;

● recognition

of revenue when, or as, we satisfy a performance obligation.

Accounting Pronouncements

there are new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will

adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our financial

there is new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will

adopt, as applicable, we do not believe any of these accounting pronouncements have had or will have a material impact on our financial

position or results of operations.

5 unchanged sentences

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 7. Management’s Discussion and Analysis