Item 1A. Risk Factors.
Described below and throughout this Form 10-K report are certain factors and risks that the Company’s management believes are applicable to the Company’s business and the industries in which it operates. If any of the described events occur, the Company’s business, results of operations, financial condition, liquidity, or access to funding could be materially adversely affected. When stated below that a risk or factor may have a material adverse effect on the Company business, it means that such risk may have one or more of these effects. There may be additional risks that are not presently material or known. There are also risks within the economy, the industry, and the capital markets that could have a material adverse effect on the Company, including those associated with an economic recession, inflation, a global economic slowdown, political instability, government regulation (including tax regulation), employee attraction and retention, and customers’ inability or refusal to pay for the products and services provided by the company. There are also risks associated with the occurrence of extraordinary events, such as war, terrorist attacks or natural disasters (such as tsunamis, hurricanes, tornadoes, and floods) and pandemics or epidemics. These risks and factors affect businesses generally, including the Company, its customers and suppliers and, as a result, are not discussed in detail below, but are applicable to the Company. As a “penny stock” without primary market maker support, and our public auditors expressing substantial doubt about our ability to continue as a going concern any investment in our Common Stock is highly risky and should only be considered by investors who can afford to lose their entire investment. These risk factors are not the only risks that we may face. Additional risks and uncertainties not presently known to us or not currently believed to be important also may adversely affect our business.
Business and Operational Risks
Our auditors have issued a going concern opinion, and we will not be able to achieve our objectives and will have to cease operations if we cannot adequately fund our operations.
Our public auditors issued a going concern opinion in connection with the audit of our annual financial statements for the fiscal year ended December 31, 2025. A going concern opinion means that there is substantial doubt that the company can continue as an ongoing business for the next 12 months. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. In addition, the inclusion of an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern and our lack of cash resources may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations with third parties. There is no assurance that we will be to fund our operations in the future.
The declining revenues in 2024 of our business line of LED lighting products and the lack of a sufficient revenue generating operation in 2025 have resulted in significant operating losses and imposed a need to sustain operations with outside funding of working capital. If the Company cannot obtain adequate, affordable funding, whether equity or debt, as needed, the Company will have difficulty sustaining the Company as a going concern.
Cash flow from operations was and is not sufficient to sustain operations and fully fund its HFS business and Connected Chef licensing program. In order to attempt to secure adequate working capital in 2025, we took the actions detailed below. These actions are not deemed sufficient to meet all expected working capital needs for 2026 or to license the Connected Chef or complete a business combination or purchase a new revenue generating product line. We anticipate the need to raise working capital funding to meet our funding needs in 2026 as we do not have any cash flow from operations. Because of the low market price and liquidity of our Common Stock, our declining financial performance, lack of hard assets required for asset based loans, and our transition from a declining product line and primary source to a new, unproven product line, we may be unable to raise necessary, affordable and timely working capital in 2026 and that failure could be fatal to our ability to sustain the Company as an operating company.
During the year ended December 31, 2025, the Company used cash in operations of $282,959 and generated net operating losses of $1,070,894. As of December 31, 2025, the Company has working capital deficit of $459,069 and an accumulated deficit of $12,679,768. The Company’s cash balance increased approximately $23,000 from $15,850 as of December 31, 2024, to $39,122 as of December 31, 2025. Although we have cash on hand, the Company does not have sufficient cash on hand to finance its plan of operations for the next 12 months from the filing of this report and we will need to seek additional capital through debt and/or equity financing to fully fund operational overhead and fully fund the efforts for a possible business combination. While certain related parties have provided working capital funding to the Company in the past, there is no guarantee, and none can be given that these related parties will do so when and as required by the Company in 2026.
The Company will need additional third-party funding to sustain operations and fund any further business development efforts. The Company has no consumer products in active production and has no revenue generating operations as of the date of the filing of this Form 10-K report.
In 2025, the Company did not generate revenue from the Connected Chef product line. The Company has not raised the working capital to acquire or launch an HFS operation as of the date of the filing of this Form 10-K report. Absent adequate working capital funding in 2026, the financial condition of the Company may at some point force the Company to seek to effect an extraordinary corporate transaction to protect shareholder value and sustain the Company as an operating company. An extraordinary corporate transaction could include a merger or sale of the Company or reorganization of the Company under bankruptcy protection. The Company may be unable to effect, if necessary, an extraordinary corporate transaction or obtain significant funding for a new product line in 2026 to sustain the Company as an operating company. Reorganization under the protection of the bankruptcy code is one possible extraordinary corporate transaction. The funding provided under the March 3, 2026 promissory note issued to eBliss will be devoted to basic corporate overhead and is not sufficient or intended to fund development of a new business line or product line.
Our operating results and sustainability as an operating company in the future are substantially dependent on the success of HFS development program in 2026.
There can be no assurance the HFS development program will generate sufficient or any revenues, or any continued revenues to fund ongoing operations of the Company.
Our operations depend on a small number of personnel and consultants and the loss of key personnel and consultants or the inability to replace or add key personnel and consultants could have a significant impact on our ability to grow or sustain operations.
We operate executive operations with a relatively small number of personnel and consultants. The Company has not developed personnel to readily replace key personnel. The loss of key personnel, being Stewart Wallach, Chairman of the Board of Directors, would severely harm the business. The Company hired Dana Eschenburg Perez, as an external consultant as of January 1, 2023, to perform the functions of Chief Financial Officer. The loss of Alexander Jacobs, Chief Executive Officer, would be adverse in terms of any efforts to develop a HFS industry business. Mr. Jacobs devotes time to Chief Executive Officer duties deemed sufficient to perform those duties. We do not have key man life insurance.
Our personnel are focused on executive management. If our operations grow, we will have to increase the number of our personnel in the future to handle any growth or expansion. Our ability to find and retain qualified personnel when needed by our growth or existing operations will be an important factor in determining our success in coping with any growth of or efficiently handling existing operational burdens.
The markets in which we operate are highly competitive and have evolving technical or consumer requirements.
In the HFS industry markets and consumer products markets, we historically competed with companies that have greater financial and funding resources, personnel resources, market share, name recognition and technical resources than we do. Competitors may and do offer new products or services with aggressive pricing. Aggressive pricing actions by our competitors could reduce margins if we are not able to reduce costs at an equal or greater rate than the sales price decline. Our Company may lack the financial resources to be able to withstand predatory pricing from competitors.
Adequate, affordable and available funding is a key factor in our ability to maintain operations.
With the end of the licensing arrangement for the Connected Chef in late 2025 and the absence of current revenue-generating operations, the Company is in a transitional stage as it evaluates and pursues new business opportunities. During this period, the Company’s activities are primarily focused on corporate compliance, maintaining public company infrastructure and business development efforts, including identifying and evaluating potential acquisitions, strategic partnerships, or new business lines.
As a result of these conditions, there is a risk that market participants, regulators, or other stakeholders could perceive the Company as having limited operations. Under SEC Rule 12b-2 under the Exchange Act, a Company may be considered a “shell company” if it has no or nominal assets (other than cash) and no or nominal operations. The determination of whether a company meets this definition is based on specific facts and circumstances and involved judgement.
While the Company continues to maintain organizational infrastructure, management oversight, and active efforts to develop or acquire a new business line, there can be no assurance that these activities will be sufficient to avoid any characterization as a shell company under applicable SEC rules.
If the Company were to be deemed a shell company, it could have significant consequences, including limitations on the availability of Rule 144 for the resale of securities, restrictions on the use of certain registration statements, and increased difficulty in accessing capital markets or completing strategic transactions. In addition, such a characterization could negatively impact investor perception and the market liquidity of the Company’s common stock.
The Company lack of sustained revenue generating operations and tangible assets has hampered efforts to raise working capital for basic corporate overhead and for business development efforts, including funding of any potential acquisitions. Being designated as a ’shell company’ may further complicate or hinder the ability of the Company to secure working capital funding for basic corporate operations, business development efforts, funding for any potential acquisitions or launch of a new business line.
Regulatory and Legal Risks
Our financial results and ability to fund basic corporate overhead and fund business development efforts may be negatively impacted by economic, regulatory and political risks beyond our control.
We are subject to risks associated with securing necessary funding for our basic corporate overhead and business development efforts which risks include:
political or labor unrest, terrorism, public health crises, disease epidemics and economic instability resulting in reduction in potential funding sources for companies like the Company, especially in terms of investors or lenders adopting stricter risk and lending requirements.
the imposition of new laws and regulations that increase the cost of compliance with applicable laws. The cost of compliance represents a significant burden for the Company and increased compliance costs increases the risk of the Company being unable to fund basic, necessary compliance costs from available funding or to secure additional funding for any increased compliance costs. Those compliance costs consist primarily of accounting and audit fees, annual fees owed to The OTC Market Group, legal fees and other third party expenses incurred and necessary to fund basic compliance costs or costs associated with business development.
Additional Financial Risk Factors
Our inadequate or expensive funding and financing alternatives.
Our current short-term debt level as of December 31, 2025, and 2024 was $514,320 and $180,760, respectively.
The Company will need additional outside working capital funding in fiscal year 2026 to support the Company’s operations.
Other adverse consequences could include:
a significant portion of our cash from operations could be dedicated to the payment of interest and principal on future debt, which could reduce the funds available for operations.
the level of our future debt could leave us vulnerable in a period of significant economic downturn; and
we may not be financially able to withstand significant and sustained competitive pressures.
As we currently do not have an operating product line, past financial performance is not indicative of any future growth or future financial performance.
If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations. If our internal control over financial reporting is not effective, it may adversely affect investor confidence in us and the price of our common stock.
As a public company we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on our internal control over financial reporting. If we identify material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. If we are unable to assert that our internal control over financial reporting is effective, if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, or if we are unable to comply with the requirements of the Sarbanes-Oxley Act in a timely manner, then, we may be late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be affected.
Risk Factors for our Common Stock
Penny Stock and Volatile Market Price.
The Company’s Common Stock is subject to possible volatile trading, including rapid increases and decreases in market price due to trading in the open market. Company’s declining business and financial condition has depressed the already low market price and trading of the Company’s Common Stock in 2025. The Company’s Common Stock lacks the primary market makers and institutional investors who can protect the market price from volatility in trading and market price. Company does not have any research analyst issuing recommendations. The Common Stock is also a “penny stock” under SEC rules and suffers the limitations and burdens in trading of penny stocks. This lack of market support and penny stock status means that trading, especially by day traders, can cause a rapid increase or decrease in market price of the Common Stock and makes any investment in the Common Stock extremely risky and unsuitable for investors who cannot withstand the of their entire investment and requires on demand liquidity in the investment. An investment in the Common Stock remains an extremely investment that is not suitable for investors who cannot afford the of investment and can withstand or a possible of liquidity.
We were deemed a former shell company (under current SEC rules and interpretations thereof) because the lack of operations at the time of our initial public offering of shares of Common Stock and during the early 1990’s. As such, our stock transfer agent required a legal opinion as well as other paperwork to lift restrictive legends from stock certificates for non-affiliated as well as affiliated shareholders. As a former shell company during the period when the Company was an operating company, the restrictive legends could only be lifted for at most a 90-day period for sales under Rule 144 for affiliated and non-affiliated shareholders. Further, our stock transfer agent would not permanently remove restrictive legends on stock certificates held by shareholders. absent registration of the shareholder’s shares of common stock under the Securities Act. This status made our common stock even more unappealing to investors and potential purchasers and more difficult to sell or trade.
The Company’s financial and business condition and corporate status, lack of revenue generating operations, Common Stock status as a “penny stock”, low liquidity and market price of the Common Stock make any investment in the Company’s Common Stock a highly risky investment unsuitable for investors who require liquidity in an investment and cannot afford the total loss of investment.
Further, our Common Stock is quoted on The OTC Markets Group, Inc. QB venture market. Many brokerage houses will not accept OTC stocks for deposit or for trading due to the compliance burdens and reduced financial benefits of trading in OTC stocks. Some shareholders may hold paper stock certificates and experience difficulty in finding a broker who will accept such stock or experience difficulty in meeting the requirements for deposit of such stock in a brokerage account. These difficulties further decrease the appeal of our Common Stock to investors.
No Dividends.
We have not paid, and we do not intend to pay dividends on our Common Stock in the foreseeable future. We currently intend to retain all future earnings, if any, to finance our current and proposed business activities. We may also incur indebtedness in the future that may further prohibit or effectively restrict the payment of cash dividends on our Common Stock.
Our controlling stockholders may take actions that conflict with your interests.
A current director and a former director of the Company beneficially own approximately 40% of our outstanding common stock as of the date hereof. Assuming support from public shareholders with a sufficient voting power, and the if the current director and former director vote the same, then they will be able to exercise control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions, and they will, if the vote as a group, have significant control over our management and policies. The directors elected by these stockholders may be able to influence decisions affecting our capital structure significantly. This potential control may have the effect of delaying or preventing changes in control or changes in management or limiting the ability of our other stockholders to approve transactions that they may deem to be in their best interest. For example, if the director and former director vote the same and are joined by public shareholders to the extent necessary to control more than 50% of the vote, then these shareholders could block a sale or other disposition of the Company to another entity. As of the date of the filing of this Form 10-K report, four of the five directors are not deemed to be affiliates of the director and former director and the Company is not aware of any agreement by the director and former director to vote a group.
General Risk Factors
The Company’s operations could be disrupted by natural or human causes beyond its control.
The Company’s corporate operations, even though reduced to minimal staffing focused on corporate compliance and business development, are subject to disruption from natural or human causes beyond its control, including physical risks from hurricanes, severe storms, floods and other forms of severe weather, accidents, fires, earthquakes, terrorist acts and epidemic or pandemic diseases such as the COVID-19 or variants of that virus, any of which could result in suspension of operations and business development efforts, or harm to people or the environment. Natural or human causes could hinder or prevent the acquisition of or launch of or effective management or funding of any new business line.
We may not successfully execute our long-term strategies, which may negatively impact our results of operations.
Our ability to execute on our long-term business development strategies depends, in part, on locating, consummating the acquisition or development of a new business line, which is in turn dependent on securing adequate and affordable funding. If we acquire or develop a new business, and no assurances is given that we can acquire or develop a new business, then our long-term strategy depends on obtaining adequate, affordable working capital, our ability to successfully drive expansion of our gross margins, manage our cost structure and drive return on our investments. If we cannot effectively execute our long-term growth strategies while managing costs effectively, our business could be negatively impacted, and we may not achieve our expected results of operations.
Our results of operations and financial condition could be seriously impacted by security breaches, including cybersecurity incidents.
Failure to effectively prevent, detect and recover from security breaches, including attacks on information technology and infrastructure by hackers; viruses; breaches due to employee error or actions; or other disruptions could result in misuse of our assets, business disruptions, loss of property, and confidential business information. Such attacks could result in unauthorized parties gaining access to at least certain confidential business information. However, to date, we have not experienced any financial impact, changes in the competitive environment or business operations that we attribute to such attacks. Although management does not believe that we have experienced any security breaches or cybersecurity incidents, there can be no assurance that we will not suffer such attacks in the future. We actively manage the risks within our control that could lead to business and security and have expended significant resources to our control environment, processes, practices and other protective measures. these efforts, as these continue to evolve, particularly around cybersecurity, such events could affect our business, financial condition or results of operations.
Item 1B. Unresolved SEC Staff Letters.
None for the fiscal year ended December 31, 2025.
