What changed in this filing

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Item 1A. Risk Factors

2020-05-20 compared with 2019-04-04 · 60 added, 29 removed, 106 unchanged (46% of the section changed)

35 unchanged sentences

secure additional financing, we may be unable to implement our business plan and grow our business.

are an emerging growth company and are in the process of selling and developing our products.

Consequently, we have not generated

enough revenues as of the date of this prospectus.

We have an accumulated deficit and have incurred operating losses since our

inception and expect losses to continue during the remainder of fiscal 2019.

Our independent registered public accounting firm

has indicated in their report that these conditions raise substantial doubt about our ability to continue as a going concern for

a period of 12 months from the issuance date of this report.

The continuation of our business as a going concern is dependent

upon the continued financial support from our stockholders.

are just graduating as an emerging growth company and are in the process of selling and developing our products.

Consequently,

we have not generated enough revenues as of the date of this prospectus.

We have an accumulated deficit and have incurred operating

losses since our inception and expect losses to continue during the remainder of fiscal 2020.

Our independent registered public

accounting firm has indicated in their report that these conditions raise substantial doubt about our ability to continue as a

going concern for a period of 12 months from the issuance date of this report.

The continuation of our business as a going concern

is dependent upon the continued financial support from our stockholders.

is uncertainty regarding our ability to grow our business to a greater extent than we can with our existing financial resources,

23 unchanged sentences

be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.

common stock trades below $0.01 and is substantially at risk of being delisted from the OTCQB Tier.

Markets requires, amongst other things, that in order to qualify for OTCQB listings, an issuer have their common stock trade above

$0.01 per share.

If the bid price closes below $0.01 for 30 consecutive days, an issuer will be notified of their bid price deficiency

and has a 90-day cure period, where by the stock’s closing bid price must be greater than $0.01 for 10 consecutive days.

On February 5, 2019, we received notice of our bid price deficiency from OTC Markets, giving us until May 6, 2019 to cure the

bid price deficiency.

If we fail to cure, we will be dropped to the OTCPink tier.

This could adversely affect the Company and

our ability to raise funds through equity financing as OTCPink listings are generally deemed to have a greater risk.

our shareholders face the risk that in order to cure the bid price deficiency, the Board of Directors may recommend a reverse

stock split to the shareholders.

As Nicholas Campanella has a majority of the voting rights, such recommendation would likely

be affirmed which could result in the risk of greater dilution to the value of our shareholders.

Related to Our Business

21 unchanged sentences

insurance, the executive duties shall remain with our Chief Executive Officer.

action by disgruntled shareholders and former employees may endanger our ability to raise capital for our ongoing projects through

our subsidiary interests and may create additional financial risks.

disgruntled shareholders have filed a derivative suit against the Company which could complicate our ability to secure financing.

Specifically, our Rhode Island waste to energy project is being operated through our subsidiary holding, MedRecycler-RI, Inc.

and this action could potentially harm our negotiating position with certain authorities that are required to approve the permanent

financing for the project.

In addition, a former executive of the Company contacted authorities approving the project, availing

their potential legal actions to the negotiation process.

He has since filed suit.

These threated and ongoing legal actions could

require the Company to provide additional security or to seek alternative means of financing the project altogether that could

necessitate a change in the capital structure of the Subsidiary to allow for the placement of permanent financing.

Company has sought alternative means of securing permanent financing, due to the financial condition of the Company, we were unable

to overcome the lack of creditworthiness as a major factor contributing to the failure to secure permanent financing.

The consequences

of these threats and ongoing suits could negatively affect the outcome of the project, including, but not limited to, potential

foreclosure by the bridge financier, which could result in the total loss of the project for the Company and a change in control

of the Company.

As the financier is not likely willing to operate and maintain an insolvent public company, such foreclosure could

result in a bankruptcy and/or total restructuring of the Company.

In addition, defending any legal action could add additional

financial risk to the Company that could result in its bankruptcy and/or total restructuring.

to the current debt load of the Company, our credit worthiness may endanger our ability to secure financing.

the financial condition of the Company, securing financing for a project such as our waste to energy project has been a very difficult

task, as has been the case for most fund-raising efforts for the Company.

The current debt load and financial performance of the

Company could raise creditworthiness issues in the eyes of potential lenders.

The current state of the Company’s credit

could require the Company to evaluate new corporate and capital structures of our subsidiaries in order to shield our subsidiary

interests from the liabilities of the Company.

If we fail to present lenders with a credit profile that will meet their standards,

large projects, such as our subsidiary project in MedRecycler-RI, Inc.

or our solar project in Mexico could fail or require

new corporate and or capital restructuring.

Given that the Company is already heavily in debt, such failure to secure financing

and complete the project could require the Company to file for bankruptcy and encumber all of the assets of the Company.

to delays in securing approval, we risk defaulting on substantial debts held by our subsidiary.

bridge financing for the Rhode Island waste to energy project comes due in July of 2020.

In the event that we are unable to secure

permanent financing to pay the balance of principal and accrued interest, we will be in technical default.

The holder of the debt,

being secured by the project itself, including all equipment and leaseholds, as well as all equity ownership held by our CEO,

Nicholas Campanella, in the Company.

If the holder of the debt exercises their right to foreclose upon their security interest,

they could remove the project in its entirety, including an economic interests, from the Company, and also force a change in control

of the Company.

current ownership has the effect of concentrating voting control with our Chief Executive Officer and his family;

20 unchanged sentences

Campanella holds convertible promissory notes in excess of $400,000, making Nicholas Campanella the largest creditor of the Company

The convertible promissory notes are convertible into common stock at rate of a 50% discount to market.

Our current market cap

is lower than $400,000.

If Nicholas Campanella were to either convert his promissory notes or foreclose upon the limited assets

of the Company, we would likely have to file for bankruptcy.

outside of the MedRecycler project.

The convertible promissory notes are convertible into common stock at rate of a 50% discount

If Nicholas Campanella were to foreclose upon the limited assets of the Company, we would likely have to file for bankruptcy.

Alternatively, Nicholas Campanella could convert the promissory note into common stock increasing his control over the Company.

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