What changed in this filing

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Item 1A. Risk Factors

2021-04-16 compared with 2020-05-20 · 62 added, 72 removed, 94 unchanged (59% of the section changed)

5 unchanged sentences

before making an investment decision with regard to our securities.

The statements contained in or incorporated herein that are

not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results

to differ materially from those set forth in or implied by forward-looking statements.

If any of the following risks actually

occurs, our business, financial condition or results of operations could be harmed.

In that case, you may lose all or part of

your investment.

In addition to the other information provided in this prospectus, you should carefully consider the following

risk factors in evaluating our business before purchasing any of our common stock.

The statements contained in or incorporated herein that

are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual

results to differ materially from those set forth in or implied by forward-looking statements.

If any of the following risks

actually occurs, our business, financial condition or results of operations could be harmed.

In that case, you may lose all

or part of your investment.

In addition to the other information provided in this prospectus, you should carefully consider

the following risk factors in evaluating our business before purchasing any of our common stock.

Related to Our Financial Condition

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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.

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,

11 unchanged sentences

our stock price and adversely affect our results of operations, cash flow and financial condition.

as a public company is more expensive than operating as a private company, including additional funds required to obtain outside

assistance from legal, accounting, investor relations, or other professionals that could be costlier than planned.

be required to hire additional staff to comply with additional SEC reporting requirements.

We anticipate that the cost of SEC

reporting will be approximately $100,000 annually.

Our failure to comply with reporting requirements and other provisions of securities

laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTCQB,

or if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTCQB.

if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock

in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would

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

as a public company is more expensive than operating as a private company, including additional funds required to obtain

outside assistance from legal, accounting, investor relations, or other professionals that could be costlier than planned.

may also be required to hire additional staff to comply with additional SEC reporting requirements.

We anticipate that the

cost of SEC reporting will be approximately $100,000 annually.

Our failure to comply with reporting requirements and other

provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash

flow and financial condition.

If we fail to meet these requirements, we will be unable to secure a qualification for

quotation of our securities on the OTCQB, or if we have secured a qualification, we may lose the qualification and our

securities would no longer trade on the OTCQB.

Further, if we fail to meet these obligations and consequently fail to satisfy

our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in

quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased

difficulty in selling their stock due to our becoming a non-reporting issuer.

Related to Our Business

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are unable to attract additional management personnel and members to our Board of Directors.

to our insolvency, we are unable to dedicate any amount of cashflows to executive salaries and/or directors’

and officers’

to our insolvency, we are unable to dedicate any amount of cashflows to executive salaries and/or directors’ and officers’

insurance, therefore we are unable to attract additional executive personnel or Board Members.

Until we can secure, at a minimum

directors’

and officers’

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

directors’ and officers’ 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.

disgruntled shareholders have filed a derivative suit which has been dismissed against the Company but such actions 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.

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

Although the 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

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 if 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.

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.

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

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

our other stockholders’

and your ability to influence corporate matters.

our other stockholders’ and your ability to influence corporate matters.

Campanella currently holds 12,000,000 shares of Series A Preferred Stock.

22 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 1A. Risk Factors