What changed in this filing

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Item 1A. Risk Factors

2022-10-04 compared with 2021-10-13 · 59 added, 547 removed, 1 unchanged (100% of the section changed)

common shares of our Company are considered speculative.

carefully consider the following risks and uncertainties in

addition to other information in this annual report in evaluating

our Company and our business before purchasing our common shares.

Our business, operating or financial condition could be harmed due

to any of the following risks:

Management and our auditors have

raised substantial doubts as to our ability to continue as a going

financial statements have been prepared assuming we will continue

as a going concern.

Since inception we have experienced recurring

net losses which losses caused an accumulated deficit of

approximately $51.4 million as of June 30, 2021.

These factors,

among others, raise substantial doubt about our ability to continue

as a going concern.

Our financial statements do not include any

adjustments that might result from the outcome of this

The IT security market is rapidly evolving within the increasingly

challenging cyber threat landscape and the continuing use

of hybrid on-premise and cloud-based environments.

of unanticipated market, industry or company developments our

sales may not continue to grow at current rates or may

decline, and our share price could decrease.

We operate in a rapidly evolving industry focused on securing

organizations’

IT systems and sensitive data.

Our solutions

focus on safeguarding privileged accounts, credentials, and

Privileged accounts are those accounts within an

organization that give users, applications, and machine identities

the highest levels of access, or “privileged”

to IT systems and infrastructure, industrial control systems,

applications and data both on-premises and in cloud environments.

While breaches of such privileged accounts have continued to gain

media attention in recent years, IT security spending within

enterprises is often concentrated on endpoint and network security

products designed to stop threats from penetrating corporate

Organizations may allocate all or most of their IT

security budgets to these products and may not adopt our solutions

in addition to such products.

Organizations are moving portions of

their IT systems to be managed by third parties, primarily

infrastructure, platform and application service providers, and may

rely on such providers’

internal security

Further, security solutions such as ours, which are focused on

disrupting cyber attacks by insiders and external perpetrators that

have penetrated an organization’s on-premise or cloud

environment, represent a security layer designed to respond to

advanced threats and more rigorous compliance standards and audit

requirements.

However, advanced cyber attackers are skilled at

adapting to new technologies and developing new methods of gaining

access to organizations’

sensitive data.

customers’

technologies and business plans evolve and become

more complex, we expect them to face new and increasingly

sophisticated methods of attack.

We face significant challenges in

ensuring that our solutions effectively identify and respond to

such attacks without disrupting the performance of our

customers’

As a result, we must continually

modify and improve our products, services, and licensing models in

response to market and technology trends to ensure we are meeting

market needs and continue providing valuable solutions that can be

deployed in a variety of environments, including cloud and

We cannot guarantee that we will be able to anticipate future

market needs and opportunities or be able to develop or acquire

product enhancements or new products to meet such needs or

opportunities in a timely manner or at all.

Delays in developing,

completing or delivering new or enhanced products could cause our

offerings to be less competitive, impair customer acceptance of our

solutions and result in delayed or reduced revenue for our

In addition, any changes in compliance standards or audit

requirements that reduce the priority for the types of controls,

security, monitoring and analysis that our solutions provide would

adversely impact demand for our solutions.

It is therefore

difficult to predict how large the market will be for our

If our solutions are not viewed by organizations as

necessary, or if customers do not recognize the benefit of our

solutions as a critical layer of an effective security strategy,

then our revenues may not continue to grow at their current rate or

may decline, which could cause our share price to decrease in

Our reputation and business could be harmed based on real or

perceived shortcomings, defects or vulnerabilities in our solutions

or the provision of our services, or due to the failure of our

customers, channel partners, managed security service providers,

or subcontractors to correctly implement, manage and maintain

our solutions, resulting in loss of existing or new customers,

lawsuits or financial losses.

Security products and solutions are complex in design and

deployment and may contain errors that are not capable of being

remediated or detected until after their deployment.

defects, or misconfigurations could cause our products or services

to not meet specifications, be vulnerable to security attacks or

fail to secure networks and could negatively impact customer

operations and harm our business and reputation.

In particular, we

may suffer significant adverse publicity and reputational harm,

including a downgrade in our industry leadership position by

industry analysts, if our solutions (or the services we provide in

relation to our solutions) are associated, or are believed to be

associated with, or fail to reasonably protect against, a

significant breach or a breach at a high profile customer, managed

service provider network, or third party system utilized by us as

part of our cloud-based security solution.

Further, the third party data hosting facilities used for the

provision of our SaaS solutions may experience damages,

interruptions or other unanticipated problems that could result in

disruptions in the provision of these solutions.

Any disruptions or

other performance problems with our SaaS solutions could harm our

reputation and business, damage our customers’

subject us to potential liability, cause customers to terminate or

not renew their subscriptions to our SaaS solutions and make it

more challenging for us to retain existing customers and acquire

new customers.

False detection of threats (referred to as “false

positives”), while typical in our industry, may reduce

perception of the reliability of our products and may therefore

adversely impact market acceptance of our products.

solutions restrict legitimate privileged access by authorized

personnel to IT systems and applications by falsely identifying

those users as attackers or otherwise unauthorized, our

customers’

businesses could be harmed.

Our solutions not only reinforce but also rely on the common

security concept of placing multiple layers of security controls

throughout an IT system.

The failure of our customers, channel

partners, managed service providers or subcontractors to correctly

implement and effectively manage and maintain our solutions (and

the environments in which they are utilized), or to consistently

implement and utilize generally accepted and comprehensive,

multi-layered security measures and processes in customer networks,

may lessen the efficacy of our solutions.Additionally, our

customers or our channel partners may independently develop

plug-ins or change existing plug-ins or APIs that we provided to

them for interfacing purposes in an incorrect or insecure manner.

Such failures or actions may lead to security breaches and data

loss, which could result in a perception that our solutions failed.

Further, our failure to provide our customers and channel partners

with adequate services or inaccurate product documentation related

to the use, implementation and maintenance of our solutions, could

lead to claims against us.

An actual or perceived cyber attack, other security breach or theft

of our customers’

data, regardless of whether the breach or

theft is attributable to the failure of our products, SaaS

solutions or the services we provided in relation thereto, could

adversely affect the market’s perception of the efficacy of

our solutions and our industry standing, cause current or potential

customers to look to our competitors for alternatives to our

solutions and subject us to lawsuits, indemnity claims and

financial losses, as well as the expenditure of significant

financial resources to analyze, correct or eliminate any

vulnerabilities.

In addition, provisions in our license agreements

that attempt to limit our liabilities towards our customers,

channel partners and relevant third parties may not withstand legal

challenges, and certain liabilities may not be limited or capped.

Additionally, any insurance coverage we may have may not adequately

cover all claims asserted against us or may cover only a portion of

An actual or perceived cyber attack could also cause

us to suffer reputational harm, lose existing customers and

potential new customers, or deter new and existing customers from

purchasing or implementing our products.

We face intense competition from a wide variety of IT security

vendors operating in different market segments and across diverse

IT environments, which may challenge our ability to maintain

or improve our competitive position or to meet our planned growth

The IT security market in which we operate is characterized by

intense competition, constant innovation, rapid adoption of

different technological solutions and services, and evolving

security threats.

We compete with a multitude of companies that

offer a broad array of IT security products that employ different

approaches and delivery models to address these evolving

We may face competition due to changes in the manner that

organizations utilize IT assets and the security solutions applied

to them, such as the provision of privileged account security

functionalities as part of public cloud providers’

infrastructure offerings, or cloud-based identity management

Limited IT budgets may also result in competition with

providers of other advanced threat protection solutions such as

McAfee, LLC, Palo Alto Networks, Splunk Inc., and NortonLifeLock,

(formerly known as Symantec Corporation acquired by Broadcom

We also may compete, to acertain extent, with vendors that

offer products or services in adjacent or complementary markets to

privileged access management, including identity management vendors

and cloud platform providers such as Amazon Web Services, Google

Cloud Platform, and Microsoft Azure.

As the privileged access

management market has matured significantly over the recent years,

the entry barrier is now lower and it is easier for competitors to

compete in the market.

Some of our competitors are large companies

and have widertechnical and financial resources and broader

customer bases used to bring competitive solutions to the market.

These companies may already have existing relationships as an

established vendor for other product offerings, and certain

customers may prefer one single IT vendor for product security

procurement rather than purchasing solely based on product

Such companies may use these advantages to offer

products and services that are perceived to be as effective as ours

at a lower price or for free as part of a larger product package or

solely in consideration for maintenance and services fees, which

could result in increased market pressure to offer our solutions

and services at lower prices.

They may also develop different

products to compete with our current solutions and respond more

quickly and effectively than we do to new or changing

opportunities, technologies, standards or client requirements or

enjoy stronger sales and service capabilities in certain regions.

Additionally, niche vendors are developing and marketing lower cost

solutions with limited privileged access management functionality

that may impact our ability to maintain premium market pricing.

competitors may enjoy potential competitive advantages over us,

greater name recognition, a longer operating history and a larger

customer base, notwithstanding the increased visibility of our

brand in recent years since our initial public

larger sales and marketing budgets and resources;

broader distribution and established relationships with channel

partners, advisory firms and customers;

increased effectiveness in protecting, detecting and responding to

cyber attacks;

greater or localized resources for customer support and provision

greater speed at which a solution can be deployed and

greater resources to make acquisitions;

larger intellectual property portfolios;

greater financial, technical and other resources.

Our current and potential competitors may also establish

cooperative relationships among themselves or with third parties

that may further enhance their resources and capabilities.

or potential competitors have been acquired and consolidated or may

be acquired by third parties with greater resources in the future.

As a result of such acquisitions, our current or potential

competitors may be able to adapt more quickly to new technologies

and customer needs, devote greater resources to the promotion or

sale of their products and services, initiate or withstand

substantial price competition, take advantage of other

opportunities more readily or develop and expand their product and

service offerings more quickly than we do.

Larger competitors with

more diverse product offerings may reduce the price of products

that compete with ours in order to promote the sale of other

products or may bundle them with other products, which would lead

to increased pricing pressure on our products and could cause the

average sales prices for our products to decline.

Similarly, we may

also face increased competition following an acquisition of new

lines of business that compete with providers of such technologies

or from security vendors or other companies in adjacent markets

extending their solutions into privilege access management.

be at a competitive disadvantage to our privately-held competitors,

as they may not face the same accounting, auditing and legal

standards we do as a public company.

Such privately-held

competitors may face less public scrutiny than we do and may be

less risk-averse than we are, and therefore may have greater

operational flexibility.

Furthermore, an increasing number of independent industry analysts

and researchers, regularly evaluate, compare and publish reviews

regarding the functionality of IT security products, including

These reviews may significantly influence the market

perception of our products, and our reputation and brand could be

harmed if they publish negative reviews of our products or

increasingly positive reviews of our competitors’

or do not view us as a market leader.

In addition, other IT security technologies exist or could be

developed in the future by current or future competitors, and our

business could be materially and adversely affected if such

technologies are widely adopted.

We may not be able to successfully

anticipate or adapt to changing technology or customer requirements

on a timely basis, or at all.

If we fail to keep up with

technological changes or to convince our customers and potential

customers of the value of our solutions even in light of new

technologies, our business, results of operations and financial

condition could be materially and adversely affected.

If we are unable to increase sales of our solutions to new

customers, our future results of operations may be

An important part of our growth strategy involves continued

investment in direct marketing efforts, channel partner

relationships, and infrastructure to add new customers.

and rate at which new customers may purchase our products and

services depends on a number of factors, including those outside of

our control, such as customers’

perceived need for our

solutions, competition, general economic conditions, market

transitions, product obsolescence, technological change, shifts in

buying patterns, the timing and duration of hardware refresh

cycles, financial difficulties and budget constraints of our

current and potential customers, public awareness of security

threats to IT systems, and other factors.

These new customers, if

any, may renew their contracts with us and purchase additional

solutions at lower rates than we have experienced in the past,

which could affect our financial results.

We rely on large amounts of data from a variety of sources to

support our solutions and the loss of access to or the rights to

use such data could reduce the efficacy of our solutions and harm

our business.

Like many of our industry peers, we leverage large amounts of data

related to threats, vulnerabilities, cyberattacks, and other

cybersecurity intelligence to develop and maintain a number of our

products and services.

We collect, develop and store portions of

this data using third parties and our own technology.

assured that such third parties or our technology that support the

collection, development or storage of such data, and the sources of

such data itself, will continue to be effective or available and

the loss or reduction in quality of such data may adversely impact

the efficacy of our solutions.

Changes in laws or regulations in

the United States or foreign jurisdictions or the actions of

governmental or quasi-governmental entities may increase the costs

to collect, develop or store such data, partially or completely

prohibit use of such, or could result in disclosure of such data to

the public or other third parties, which may reduce its value to us

or as part of our solutions and thereby harm our

We currently have a working capital deficit and negative cash flow

from operations and are uncertain if and when we will be able to

pay our current liabilities.

working capital deficit was approximately $2.9 million as of June

This deficit consists of $181,000 in current assets,

offset by $3,018,000 in current liabilities.

In addition, we had

negative cash flow from operations for the year ended June 30, 2021

of approximately $793,000.

We do not have any liquid or other

assets that can be liquidated to pay our current liabilities while

we continue to incur additional liabilities to our officer and

certain service providers who are working to prepare the documents

required to be filed with the Securities and Exchange Commission to

enable our common shares to be registered for trading.

currently have limited operations, the only ways we have of paying

our current liabilities are to issue our common or preferred shares

to our creditors or to issue unsecured promissory notes which may

include certain features such as convertibility into common or

preferred shares or warrants to purchase additional common or

preferred shares in the future.

We had $1,735,057 of convertible notes, notes payable, and accrued

interest payable as of June 30, 2021, of which $622,260 of this

amount is past due, and we do not have the funds necessary to pay

these obligations.

addition to funding our operating expenses, we need capital to pay

various debt obligations totaling approximately $622,260 as of June

30, 2021 which are either currently past due or which are due in

the current fiscal year.

Currently, there is $471,974 principal

amount of the convertible notes payable which is past due, $205,000

principal of the notes payable which is past due, and $341,717 of

accrued interest which is past due.

The interest on the past due

principal amounts will continue to accrue monthly at their stated

Holders of past due notes do not have a security interest in

The existence of these obligations provides additional

challenges to us in our efforts to raise capital to fund our

In the event we consummate a transaction with a profitable company,

we may not be able to utilize our net operating loss carryover

which may have a negative impact on your investment.

enter into a combination with a business that has operating income,

we cannot assure you that we will be able to utilize all or even a

portion of our existing net operating loss carryover for federal or

state tax purposes following such a business combination.

unable to make use of our existing net operating loss carryover,

the tax advantages of such a combination may be limited, which

could negatively impact the price of our stock and the value of

your investment.

These factors will substantially increase the

uncertainty, and thus the risk, of investing in our

Economic conditions may affect our ability to obtain financing and

to complete a merger or acquisition.

general economic conditions, rapid technological advances being

made in some industries, and shortages of available capital, our

management believes that there are numerous firms seeking even the

limited additional capital which we will need.

In the presence of

these economic conditions, we may have difficulty raising

sufficient capital to support the investigation of potential

business opportunities, and to consummate a merger or acquisition.

These factors substantially increase the uncertainty, and thus the

risk, of investing in our shares.

December 2019, a novel coronavirus (“COVID-19”) emerged

and has subsequently spread worldwide.

The World Health

Organization has declared COVID-19 a pandemic resulting in federal,

state, and local governments mandating various restrictions,

including travel restrictions, restrictions on public gatherings,

stay at home orders and advisories and quarantining of people who

may have been exposed to the virus. 

The Delta

variant of COVID-19, which appears to be the most transmissible and

contagious variant to date, has caused a surge in COVID-19 cases

The impact of the Delta variant, or other variants

that may emerge, cannot be predicted at this time, and could depend

on numerous factors, including the availability of vaccines in

different parts of the world, vaccination rates among the

population, the effectiveness of COVID-19 vaccines against

the Delta variant and other variants, and the response by

governmental bodies to reinstate mandated business closures, orders

to “shelter in place,”

and travel and transportation

restrictions.

COVID-19 pandemic is complex and rapidly changing, the full extent

and duration of the impact of COVID-19 on the Company’s

operation and financial performance is currently unknown and

depends on future developments that are uncertain and

unpredictable, including the duration and spread of the pandemic,

its impact on capital and financial markets.

There are a number of factors related to our common stock which may

have an adverse effect on our shareholders.

Shareholders’

interests in our Company will be diluted and investors may suffer

dilution in their net book value per share if we issue additional

shares or raise funds through the sale of equity securities.

event that we are required to issue additional shares, enter into

private placements to raise financing through the sale of equity

securities or acquire business interests in the future from the

issuance of shares of our common stock to acquire such interests,

the interests of existing shareholders in our Company will be

diluted and existing shareholders may suffer dilution in their net

book value per share depending on the price at which such

securities are sold.

If we do issue additional shares, it will

cause a reduction in the proportionate ownership and voting power

of all existing shareholders.

We have certain provisions in our Articles of Incorporation and

Bylaws, and there are other provisions under Florida law, that may

serve to make a takeover of our Company more

of our articles of incorporation and bylaws may delay or prevent a

takeover which may not be in the best interests of our

stockholders.

Provisions of our articles of incorporation and

bylaws may be deemed to have anti-takeover effects, which include

when and by whom special meetings of our stockholders may be

called, and may delay, defer, or prevent a takeover attempt.

addition, certain provisions of Florida law also may be deemed to

have certain anti-takeover effects which include that control of

shares acquired in excess of certain specified thresholds will not

possess any voting rights unless these voting rights are approved

by a majority of a corporation’s disinterested

stockholders.

Voting power of our shareholders is highly concentrated by

officers and directors control, either directly or indirectly, a

substantial portion of our voting securities.

As of June 30, 2021,

our executive officer and directors beneficially owns 662,294,903

shares of Common Stock, or approximately 22% of our outstanding

shares of Common Stock.

In addition, our executive officer owns the

only issued and outstanding share of Series AA Convertible

Preferred Stock which entitles him to 51% of the Common votes on

any matter requiring a shareholder vote.

Therefore, our management

may significantly affect the outcome of all corporate actions and

decisions for an indefinite period of time including the election

of directors, amendment of charter documents and approval of

mergers and other significant corporate transactions.

Our common stock is quoted in the over the counter market on the

common stock is quoted on the OTC Pink.

OTC Pink offers a quotation

service to companies that are unable to list their securities on an

exchange or for companies, such as ours, whose securities are not

eligible for quotation on the OTC Bulletin Board.

The requirements

for quotation on the OTC Pink are considerably lower and less

regulated than those of the OTC Bulletin Board or an exchange.

Because our common stock is quoted on the OTC Pink, it is possible

that even fewer brokers or dealers would be interested in making a

market in our common stock which further adversely impacts its

The tradability of our common stock is limited under the penny

stock regulations which may cause the holders of our common stock

difficulty should they wish to sell their shares.

the quoted price of our common stock is less than $5.00 per share,

our common stock is considered a “penny stock,”

trading in our common stock is subject to the requirements of Rule

15g-9 under the Exchange Act.

Under this rule, broker/dealers who

recommend low-priced securities to persons other than established

customers and accredited investors must satisfy special sales

practice requirements.

The broker/dealer must make an

individualized written suitability determination for the purchaser

and receive the purchaser’s written consent prior to the

SEC regulations also require additional disclosure in

connection with any trades involving a “penny stock,”

including the delivery, prior to any penny stock transaction, of a

disclosure schedule explaining the penny stock market and its

associated risks.

These requirements severely limit the liquidity

of securities in the secondary market because few broker or dealers

are likely to undertake these compliance activities and this

limited liquidity will make it more difficult for an investor to

sell his shares of our common stock in the secondary market should

the investor wish to liquidate the investment.

In addition to the

applicability of the penny stock rules, other risks associated with

trading in penny stocks could also be price fluctuations and the

lack of a liquid market.

Our Share Price Is Volatile And May Be Influenced By Numerous

Factors That Are Beyond Our Control.

Market prices for shares of technology companies such as ours are

often volatile.

The market price of our common stock may fluctuate

significantly in response to a number of factors, most of which we

cannot control, including:

in digital currency and stock market prices and trading volumes of

similar companies;

market conditions and overall fluctuations in U.S.

of large blocks of our common stock, including sales by our

executive officers, directors and significant

stockholders;

of us or our stock price by the press and by online investor

risks and uncertainties described in these risk

We Have No Current Plans To Pay Dividends On Our Common Stock And

Investors Must Look Solely To Stock Appreciation For A Return On

Their Investment In Us.

We do not anticipate paying any further cash dividends on our

common stock in the foreseeable future.

We currently intend to

retain all future earnings to fund the development and growth of

our business.

Any payment of future dividends will be at the

discretion of our board of directors and will depend on, among

other things, our earnings, financial condition, capital

requirements, level of indebtedness, statutory and contractual

restrictions applying to the payment of dividends and other

considerations that the board of directors deems relevant.

Investors may need to rely on sales of their common stock after

price appreciation, which may never occur, as the only way to

realize a return on their investment.

Investors seeking cash

dividends should not purchase our common stock.

The common shares of our Company are considered speculative.

You should carefully consider the following risks and uncertainties in addition to other information in this annual report in evaluating our Company and our business before purchasing our common shares.

Our business, operating or financial condition could be harmed due to any of the following risks:

Management and our auditors have raised substantial doubts as to our ability to continue as a going concern .

Our financial statements have been prepared assuming we will continue as a going concern.

Since inception we have experienced recurring net losses which losses caused an accumulated deficit of approximately $56.6 million as of June 30, 2022.

These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We currently have a working capital deficit and negative cash flow from operations and are uncertain if and when we will be able to pay our current liabilities.

Our working capital deficit was approximately $2.8 million as of June 30, 2022.

This deficit consists of $137,000 in current assets, offset by $2,930,000 in current liabilities.

In addition, we had negative cash flow from operations for the year ended June 30, 2022 of approximately $2,318,000.

We do not have any liquid or other assets that can be liquidated to pay our current liabilities while we continue to incur additional liabilities to our officer and certain service providers who are working to prepare the documents required to be filed with the Securities and Exchange Commission to enable our common shares to be registered for trading.

Since we currently have limited operations, the only ways we have of paying our current liabilities are to issue our common or preferred shares to our creditors or to issue unsecured promissory notes which may include certain features such as convertibility into common or preferred shares or warrants to purchase additional common or preferred shares in the future.

We had $1,684,199 of convertible notes, notes payable, and accrued interest payable as of June 30, 2022, of which $792,453 of this amount is past due, and we do not have the funds necessary to pay these obligations.

In addition to funding our operating expenses, we need capital to pay various debt obligations totaling approximately $792,453 as of June 30, 2022 which are either currently past due or which are due in the current fiscal year.

Currently, there is $324,009 principal amount of the convertible notes payable which is past due, $205,000 principal of the notes payable which is past due, and $263,444 of accrued interest which is past due.

The interest on the past due principal amounts will continue to accrue monthly at their stated rates.

Holders of past due notes do not have a security interest in our assets.

The existence of these obligations provides additional challenges to us in our efforts to raise capital to fund our operations.

In the event we consummate a transaction with a profitable company, we may not be able to utilize our net operating loss carryover which may have a negative impact on your investment.

If we enter into a combination with a business that has operating income, we cannot assure you that we will be able to utilize all or even a portion of our existing net operating loss carryover for federal or state tax purposes following such a business combination.

If we are unable to make use of our existing net operating loss carryover, the tax advantages of such a combination may be limited, which could negatively impact the price of our stock and the value of your investment.

These factors will substantially increase the uncertainty, and thus the risk, of investing in our shares.

Economic conditions may affect our ability to obtain financing and to complete a merger or acquisition.

Due to general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will need.

In the presence of these economic conditions, we may have difficulty raising sufficient capital to support the investigation of potential business opportunities, and to consummate a merger or acquisition.

These factors substantially increase the uncertainty, and thus the risk, of investing in our shares.

In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide.

The World Health Organization has declared COVID-19 a pandemic resulting in federal, state, and local governments mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

As the COVID-19 pandemic is complex and rapidly changing, the full extent and duration of the impact of COVID-19 on the Company’s operation and financial performance is currently unknown and depends on future developments that are uncertain and unpredictable, including the duration and spread of the pandemic, its impact on capital and financial markets.

There are a number of factors related to our common stock which may have an adverse effect on our shareholders.

Shareholders’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

In the event that we are required to issue additional shares, enter into private placements to raise financing through the sale of equity securities or acquire business interests in the future from the issuance of shares of our common stock to acquire such interests, the interests of existing shareholders in our Company will be diluted and existing shareholders may suffer dilution in their net book value per share depending on the price at which such securities are sold.

If we do issue additional shares, it will cause a reduction in the proportionate ownership and voting power of all existing shareholders.

We have certain provisions in our Articles of Incorporation and Bylaws, and there are other provisions under Florida law, that may serve to make a takeover of our Company more difficult.

Provisions of our articles of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders.

Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer, or prevent a takeover attempt.

In addition, certain provisions of Florida law also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation’s disinterested stockholders.

Voting power of our shareholders is highly concentrated by insiders.

Our officers and directors control, either directly or indirectly, a substantial portion of our voting securities.

As of June 30, 2022, our executive officer and directors beneficially owns 594,723 shares of Common Stock, or approximately 21% of our outstanding shares of Common Stock.

In addition, our executive officer owns the only issued and outstanding share of Series AA Convertible Preferred Stock which entitles him to 51% of the Common votes on any matter requiring a shareholder vote.

Therefore, our management may significantly affect the outcome of all corporate actions and decisions for an indefinite period of time including the election of directors, amendment of charter documents and approval of mergers and other significant corporate transactions.

Our common stock is quoted in the over the counter market on the OTC Pink.

Our common stock is quoted on the OTC Pink.

OTC Pink offers a quotation service to companies that are unable to list their securities on an exchange or for companies, such as ours, whose securities are not eligible for quotation on the OTC Bulletin Board.

The requirements for quotation on the OTC Pink are considerably lower and less regulated than those of the OTC Bulletin Board or an exchange.

Because our common stock is quoted on the OTC Pink, it is possible that even fewer brokers or dealers would be interested in making a market in our common stock which further adversely impacts its liquidity.

The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell their shares.

Because the quoted price of our common stock is less than $5.00 per share, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rule 15g-9 under the Exchange Act.

Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements.

The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks.

These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market should the investor wish to liquidate the investment.

In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

Unresolved Staff Comments.

Our principal offices are located at

4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033.

rent our principal executive office from an unrelated third party

on an annual basis for $420 per year.

currently operate in a virtual office arrangement.

Our telephone number is (703)

Not applicable.

Our Company and its employees work 100% remotely.

We rent our principal executive office from an unrelated third party on an annual basis for $420/year.

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