FCCN

New in FY2025

• You should carefully consider the following risk factors before making an investment decision.
• RISK FACTORS Investing in our securities is speculative and involves a high degree of risk.
• You should consider carefully the following risk factors, as well as the other information in this Annual Report on Form 10-K, including our consolidated financial statements and notes thereto, before you decide to purchase our securities.
• If any of the following risks actually occur, our business, financial condition, results of operations and prospects could be materially adversely affected, the value of our securities could decline, and you may lose all or part of your investment.
• This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties.
• Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below.
• Risks Related to Our Business Our financial situation creates doubt whether we will continue as a going concern.
• Since inception, the Company has had limited operations, and has a working capital deficiency.
• This deficiency and lack of operations raise substantial doubt about the Company’s ability to continue as a going concern.
• There can be no assurances that we will be able to achieve a level of revenue adequate to generate sufficient cash flow from operations or obtain funding from this report or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements.
• To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital.
• No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.
• These conditions raise substantial doubt about our ability to continue as a going concern.
• If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.
• If we are unable to keep up with rapid technological changes, our products may become obsolete.
• The market for our products is characterized by significant and rapid change.
• Although we will continue to expand our product line capabilities in order to remain competitive, research and discoveries by others may make our processes, products or brands less attractive or even obsolete.
• We may not have adequate capital to fund our business.
• If our available capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations, cash flows and business performance would be materially adversely affected.
• We may not be able to raise needed additional capital or financing due to market conditions or for regulatory or other reasons.
• We cannot assure that we will have adequate capital to conduct our business.
• Competition could adversely affect our business.
• It is possible that future competitors could enter our market, thereby causing us to lose market share and revenues.
• In addition, some of our current or future competitors may have significantly greater financial, technical, marketing and other resources than we do or may have more experience or advantages in the markets in which we will compete that will allow them to offer lower prices or higher quality products.
• If we do not successfully compete with these competitors, we could fail to develop market share and our future business prospects could be adversely affected.
• If we are unable to develop and maintain our brand and reputation for our product offerings, our business and prospects could be materially harmed.
• Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we serve.
• If problems with our products cause our customers to have a negative experience or failure or delay in the delivery of our products to our customers, our brand and reputation could be diminished.
• If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.
• We depend heavily on key personnel, and turnover of key senior management could harm our business.
• Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel.
• If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled personnel as needed, our business could suffer.
• Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team.
• We depend on the skills and abilities of these key personnel in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.
• We may not have written employment agreements with all of our senior management.
• We do not have any key person insurance.
• We are subject to government regulation, and unfavorable changes could substantially harm our business and results of operations .
• We are subject to general business regulations and laws as well as regulations and laws specifically governing our industries in the U.S. and other countries in which we operate.
• Uncertainty surrounding existing and future laws and regulations may impede our services and increase the cost of providing such services.
• These regulations and laws may cover taxation, tariffs, user pricing, distribution, consumer protection and the characteristics and quality of services.

and 233 more.

Gone since FY2024

• You should carefully consider the following risk factors before making an investment decision. · History of losses and going concern uncertainty: We have incurred significant operating losses and negative cash flows since inception and expect to continue incurring losses for the foreseeable future.
• These factors, along with our limited cash resources, raise substantial doubt about our ability to continue as a going concern without additional financing. · Need for additional financing: We will require substantial additional capital to fund our operations and research and development activities, and such financing may not be available when needed on acceptable terms, if at all.
• If we are unable to obtain sufficient funding timely, we may be forced to delay, scale back, or cease our development efforts and business operations. · Potential dilution from future offerings: Any additional equity financings to raise required capital could result in significant dilution to existing shareholders, and the securities issued may have rights, preferences, or privileges senior to those of our current common stock.
• If we incur debt financing, we may be subject to restrictive covenants and repayment obligations that could further constrain our business. · Limited operating history and early-stage risks: We are a development-stage company with a very limited operating history in our current line of business, making it difficult to evaluate our prospects or forecast our revenues and earnings.
• Our business plan is unproven, and an investment in our company is highly speculative, involving numerous uncertainties common to early-stage companies in rapidly evolving industries. · Unproven market; no assurance of commercial success: The market for our quantum computing and software technologies is still emerging and unproven.
• Even if we successfully develop our products, there is no guarantee they will achieve commercial feasibility or market acceptance.
• Our solutions may not perform as intended in real-world applications, and customers may not adopt our technology over existing or competing solutions, which would prevent us from generating meaningful revenue. · Intense competition and competitive disadvantages: We face intense competition from both established technology companies and new entrants, many of which have far greater financial, technical, and marketing resources than we do.
• Our larger competitors have longer operating histories, well-established customer bases, and strong brand recognition, enabling them to respond more quickly to emerging technologies or pricing pressures – we may lack the resources to compete effectively, potentially losing market share and revenue. · Rapid technological change and risk of obsolescence: We operate in a rapidly evolving industry.
• Frequent technological innovations and the introduction of new products or protocols could quickly render our existing technology or products obsolete or uncompetitive.
• If we fail to anticipate or keep pace with technological developments – for example, if competitors develop superior solutions or if changes in technology reduce the need for our encryption and quantum computing innovations – the demand for our products could decline significantly. · Significant R&D investment with uncertain results: Our business model requires continuous and substantial investments in research and development, but these efforts are expensive and time-consuming with no guaranteed outcome.
• We may encounter unforeseen technical challenges that delay development, and even if we devote considerable resources, our R&D may not yield any viable or marketable products, improvements, cost savings, or other expected benefits.
• Failing to achieve meaningful returns on our R&D investments would materially and adversely affect our business and operating results. · Intellectual property protection and infringement risks: Our success depends in part on our ability to obtain and protect patents, trade secrets, and other intellectual property for our proprietary technologies.
• We may be unable to adequately secure or enforce our intellectual property rights – for instance, patent applications may not result in issued patents or may fail to provide effective protection against competitors.
• In addition, third parties may allege that our technologies infringe on their intellectual property rights, leading to costly litigation or licensing requirements.
• Any inability to protect our own technology or defend against IP claims by others could harm our business by forcing us to suspend operations, alter products, or pay significant damage awards or royalties. · Regulatory compliance costs and burdens: As a publicly traded company, we are subject to extensive SEC regulations, disclosure requirements, and accounting rules that impose significant compliance costs and administrative burdens on our small organization.
• Complying with these obligations (including establishing effective internal controls and procedures) strains our managerial and financial resources.
• Any failure to maintain compliance with public company reporting and governance requirements could result in regulatory sanctions, reputational damage, or other adverse effects on our business. · Data privacy and cybersecurity regulations: We are or may become subject to data protection, privacy, and cybersecurity laws and regulations in the jurisdictions where we operate.
• These laws are rapidly evolving and becoming more stringent over time.
• Failure to comply with applicable privacy and security requirements, or any actual or perceived compromise of personal data, could result in regulatory enforcement actions (including heavy fines and penalties) and significant harm to our reputation. · Export controls and trade restrictions: Our products and technologies, particularly in encryption and advanced computing, could be subject to U.S. export control laws or other governmental trade restrictions.
• Any limitation on our ability to export or sell our products in certain markets – for example, due to export license requirements or trade sanctions – would likely adversely affect our business, financial condition, and growth prospects.
• Changes in trade policies or international relations could further impact our access to global markets and supply chains. · Dependence on key personnel and limited human resources: We rely on a very small team of executives, engineers, and advisors to conduct our operations (we had only one full-time employee as of a recent fiscal year).
• The loss of any member of senior management or other key personnel, or our inability to attract and retain additional qualified employees (particularly those with specialized technical expertise), could significantly delay or prevent us from achieving our development and strategic objectives.
• With such limited staffing, even short-term personnel disruptions could have an outsized impact on our business. · Operational and growth management challenges: Our current infrastructure and systems may be inadequate to support rapid growth or multiple concurrent projects.
• Any significant expansion of our business will place a heavy strain on our management and operational resources.
• We may experience difficulties in scaling our operations, including challenges in financial controls, project management, and regulatory compliance across different jurisdictions.
• If we cannot effectively manage our growth or operational complexity, our business and financial results could suffer. · Market conditions and external risks: Our business can be materially affected by external factors beyond our control, including general economic and market conditions.
• Economic downturns, inflationary pressures, disruptions in credit or capital markets, or geopolitical events (such as international conflicts or trade wars) could reduce the demand for emerging technologies like ours and make it more difficult or expensive to raise additional capital.
• Adverse macroeconomic conditions or instability in financial markets may therefore pose significant risks to our business outlook and ability to execute our plans. · Low trading volume and penny stock status: Our common stock is thinly traded on the OTC market and is considered a “penny stock.” As a result, investors may experience limited liquidity and extreme stock price volatility.
• FINRA rules impose additional requirements on broker-dealers for transactions involving penny stocks, which may discourage brokerage firms from recommending or trading our shares, thereby limiting shareholders’ ability to buy or sell our stock.
• Low market liquidity and investor perception of penny stock risks could lead to further volatility and make it difficult for us to attract new investors or use our stock as currency for fundraising.