OTC: GFLT

The Share Exchange Agreement
closed on December 20, 2023 (the “Closing Date”). Pursuant to the Share Exchange Agreement, and on the terms and subject
to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat,
Inc. from GenFlat, Inc. stockholders who were a party to the Share Exchange Agreement in exchange for 10,438,470 shares of common stock
of the Company. Additionally, 110,000 shares of outstanding Company common stock were canceled, resulting in 10,541,500 shares of common
stock issued and outstanding as of the Closing Date.

Additionally, at the closing,
a change in control of the Company occurred whereby the existing members of the Company’s executive management and board of directors
resigned, and GenFlat, Inc.’s designees were appointed as members of the Company’s executive management and board of directors.
Also, GenFlat, Inc. paid $77,500 in Company payables and paid the Company’s outstanding balance due on its senior secured convertible
credit line.

As a result of the closing
of the Share Exchange Agreement, the Company discontinued all aspects of its health care consulting business, and now solely focuses on
developing the GenFlat, Inc. business plan. The Company began operating globally through its 97.22% owned subsidiary GenFlat, Inc. Further,
in accordance with “reverse acquisition” accounting treatment, the historical financial statements of GenFlat, Inc. as of
period ends, and for periods ended, prior to the acquisition became the historical financial statements of our Company in all post Share
Exchange closing filings with the SEC, and our fiscal year end changed to June 30.

1

On February 5, 2024, we
filed an Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission and distributed the Information Statement
to our stockholders of record as of the close of business on January 25, 2024. The purpose of the Information Statement was to notify
our stockholders that, pursuant to Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”), the Board
of Directors of the Company approved and adopted, and the holders of the majority of the voting power of the Company as of the Record
Date approved the following corporate action (the “Corporate Action”):

1.
The amendment to the First Article of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to change the Company’s name from Healthcare Business Resources Inc. to GenFlat Holdings, Inc. (the “Name Change”).

2.
The amendment to the Fourth Article of the Certificate of Incorporation to authorize, but not require, the Board to affect a reverse split of our common stock at a ratio of one-for-one hundred (1:100) (the “Reverse Split”) “at any time prior to the date on which our 2024 annual meeting of stockholders is held, at the sole discretion of the Board. The par value of our common stock will remain $0.001 per share. The number of authorized shares of common stock after the Reverse Split will be fixed at twenty-five million (25,000,000) shares of common stock.”

3.
The amendment (the “2020 Plan Amendment”) to the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares of common stock reserved pursuant to the Company’s 2020 Plan from 80,000 to 1,500,000 shares of common stock, after giving effect to the Reverse Split.

On May 9, 2024, the Company’s
Board of directors decided to effectuate the Reverse Split and our Company filed a certificate of amendment to the Certificate of Incorporation
with the State of Delaware to affect the Name Change and Reverse Split effective May 17, 2024, at 4:00 p.m. EDT (the “effective
date”). Accordingly, at the effective date:

1.
Our Company changed its name from Healthcare Business Resources Inc. to GenFlat Holdings, Inc.

2.
Our CUSIP number changed to 42240P205

3.
The number of our outstanding post-Reverse Split shares equaled 10,541,500

Unless the context otherwise
requires, all references to the “Company,” “GenFlat,” “we,” “our”
or “us” and other similar terms means GenFlat Holdings, Inc. and its subsidiaries, and all share amounts and per share
amounts have been presented to reflect the Reverse Split effective May 17, 2024. Our principal executive offices are located at 1983 N
Berra Blvd, Tooele, UT 84074 and our telephone number 435-830-6979. Our website is www.genflat.com. Information contained on our
website does not constitute part of this Annual Report on Form 10-K.

Our Business Plan

We intend to answer the $20
billion empty container repositioning problem by helping our customers to save money, optimize space, and reduce carbon emissions.

Our business strategy anticipates
that our revenue stream will be derived from the sale and lease of our patented collapsible marine container (the “GenFlat Container”).
Our GenFlat Container is engineered to be a substitute for the conventional marine container. Built from mild steel and Corten, our GenFlat
Container exceeds current industry strength and rigidity standards. Once four folded GenFlat Containers are stacked and locked together,
they can be lifted as a single unit, ready for multi-modal transport. GenFlat Containers meet ISO-certified standards (Lloyds Registry).
GenFlat Containers reduce repositioning costs, storage space needs, and carbon emissions compared to conventional marine containers.

2

We operate our business in
one industry, intermodal transportation equipment, and we have two business segments:

·
Equipment leasing. Our equipment leasing operations includes the acquisition, leasing, re-leasing and ultimate sale of multiple types of intermodal transportation equipment, primarily intermodal containers.

·
Equipment sales. We contract-manufacture containers and sell these containers to container retailers and users of containers.

Commencement of Commercial Operations

Manufacturing and
marketing of GenFlat containers commenced in September 2023, and we commenced commercial operations in May of 2024. Presently, our
commercial operations consist of one rental agreement, two equipment lease agreements, and three trial agreements giving GenFlat
Containers a total of seven customers. The lease agreements demonstrate commercial acceptance of our GenFlat Container. Our Company
is also in various stages of evaluation with additional customers to lease GenFlat Containers, including shipping lines, retailers,
logistics companies, and the United States military.

As of June 30, 2026, our qualified sales pipeline
consisted of approximately $400 million in potential contract value, representing prospective customer opportunities that have progressed
beyond initial discussions but have not yet resulted in signed contracts. Qualified sales pipeline does not represent committed revenue,
backlog, or contracted amounts, and there is no assurance that any portion of our qualified sales pipeline will ultimately result in signed
contracts.

Our estimates regarding the potential timing of
conversion of our qualified sales pipeline are based on management’s qualitative assessment of each opportunity within the pipeline.
In forming these estimates, management considers, among other factors, the current stage of discussions with prospective customers, the
scope and complexity of the proposed deployment, the customer’s internal approval, and procurement processes, expected implementation
timelines, and management’s experience engaging with similarly situated customers. These assessments are not derived from historical
conversion rates or statistical modeling, as we have a limited operating history, and instead reflect management’s current judgment
based on the information available as of the date of this annual report.

Based on management’s current qualitative
assessment of the stage and expected customer decision-making processes for opportunities currently within our qualified sales pipeline,
we estimate that approximately 28% of potential contract value could convert into signed agreements during calendar year 2027, with the
remainder expected to convert thereafter, if at all. These estimates are forward-looking, reflect management’s current judgment,
and are inherently uncertain, particularly given our limited operating history.

The timing and likelihood of conversion of any
individual opportunity may vary significantly based on factors outside of our control, including changes in customer priorities, budget
availability, procurement timelines, regulatory or contractual requirements, competitive dynamics, macroeconomic conditions, and geopolitical
tensions. As a result, actual conversion of our qualified sales pipeline may differ materially from these estimates, and opportunities
we currently expect to convert in a particular period may be delayed, reduced in scope, or not convert at all.

Industry Overview

Intermodal-marine containers
provide a secure and cost-effective method of transporting raw materials, component parts and finished goods because they can be used
in multiple modes of transport. By making it possible to move cargo from a point of origin to a destination without repeated unpacking
and repacking, marine containers reduce freight and labor costs. In addition, automated handling of marine containers permits faster loading
and unloading of vessels, more efficient utilization of transportation equipment and reduced transit times. The protection provided by
sealed marine containers also reduces cargo damage, loss and theft of goods during shipment.

3

Global container shipping
volumes reached record levels in 2025, demonstrating strong resilience despite geopolitical
tensions, tariff uncertainty and ongoing supply-chain disruptions. According to Container Trades Statistics (CTS), approximately 192.9
million TEUs (Twenty-Foot Equivalent Units) of loaded containers were shipped globally during 2025, up about 4.7%
from 2024, with eight of the twelve months exceeding 16 million TEUs and several setting new monthly records. When measured
by port activity—which includes containers being loaded, discharged,
transshipped and repositioned—Drewry estimates that global
container port throughput reached approximately 994 million TEUs in 2025, an increase of 6.5% year over year. The continued growth
underscores the enormous scale and importance of containerized shipping to global commerce, with an estimated 2.1
billion metric tons of containerized cargo transported during the year.

Leasing marine containers
helps shipping lines improve their container fleet efficiency and provides shipping lines with an alternative source of equipment financing.
Given the uncertainty and variability of export volumes, and the fact that shipping lines have difficulty in accurately forecasting their
marine containers requirements on a day-by-day, port-by-port basis, the availability of marine containers for lease on short notice reduces
shipping lines' need to purchase and maintain larger container inventory buffers. In addition, the drop-off flexibility provided by operating
leases also allows the shipping lines to adjust their container fleet sizes and the mix of container types in their fleets both seasonally
and over time and helps balance their trade flows.

Spot leasing rates are typically
a function of, among other things, new equipment prices (which are heavily influenced by steel prices), interest rates and the equipment
supply and demand balance at a particular time and location. Average leasing rates on an entire portfolio of leases respond more gradually
to changes in new equipment prices or changes in the balance of container supply and demand because lease agreements are generally only
re-priced upon the expiration of the lease. The value that lessors receive upon resale of equipment is closely related to the cost of
new equipment.

Our Principal Products

Shipping Containers

GenFlat has engineered a 20-foot
standard collapsible container, a 40-foot standard container and a 40-foot high-cube collapsible container. GenFlat collapsible intermodal-marine
containers exceed international strength and rigidity standards. Intermodal-marine containers are large, standardized steel or aluminum
boxes used to transport freight by ship, barge, rail, or truck. Intermodal-marine containers are the primary means by which goods and
materials are shipped internationally and domestically.

GenFlat Containers are collapsible
so four GenFlat Containers can be stacked, locked together (in stacks of 4) and shipped in the space of one high cube intermodal-marine
shipping container. We expect our GenFlat Container fleet to primarily consist of dry containers. A dry container is a steel constructed
box with a set of doors on one end. Dry containers are the most widely used type of intermodal container and are used to carry general
cargo such as manufactured component parts, consumer staples, electronics and apparel.

When fully loaded, the GenFlat
20-foot standard containers have the same approximate internal dimensions, 96% of capacity and 96% of payload as other intermodal-marine
shipping containers 2,438 mm wide and 2,591 mm high, and have a gross rating of 30,480 kgs, tare weight of 2,300 kgs and load capacity
of 24,000 kgs).

When fully loaded, the GenFlat
40-foot standard containers have the same approximate internal dimensions, 96% of capacity and 96% of payload as other intermodal-marine
shipping containers (2,438mm wide and 2,591mm high, and have a gross rating of 30,480 kgs, tare weight of 3,750 kgs and load capacity
of 26,740 kgs).

When fully loaded, the GenFlat
40-foot high-cube containers have the same approximate internal dimensions, 96% of capacity and 96% of payload as other intermodal-marine
shipping containers 2,438 mm wide and 2,896 mm high, and have a gross rating of 30,480 kgs, tare weight of 3,900 kgs and load capacity
of 26,740 kgs).

4

Equipment

Equipment

GenFlat Containers collapse using either the patented
GenFlat Genny (patent pending) or the GenFlat Actuator:

1.
The GenFlat Genny (patent pending) is a t-shaped steel apparatus with wheels on the end that affixes to the forks of any standard forklift capable of lifting three tons. The Genny lifts GenFlat Container doors into the roof of the container, allowing for the collapsing of the container. The process to collapse or expand a GenFlat Container takes approximately 80 seconds. The GenFlat Genny was designed for most environments.

2.
The GenFlat Actuator is a hydraulically powered device with electrical controls that attaches to a large top loader, the type of which is typically used to lift move standard shipping containers. The GenFlat Actuator lifts GenFlat Containers and uses a double-action armature on each end to push in or lower down the container end frames when collapsing/expanding. The process to collapse or expand a GenFlat Container takes approximately 80 seconds. The GenFlat Actuator was designed for high-volume environments.

The GenFlat Container provides three significant
benefits:

1.
Cost Savings. Many marine containers are transported empty. Once marine containers are emptied at the destination (e.g., a retailer), the marine containers are returned to the manufacturer or distributor empty. According to our own internal data, we believe the GenFlat Container reduces this repositioning cost by up to 75%, and we expect a typical client to realize a return of investment within approximately eighteen months.

2.
Space Creating. When collapsed, GenFlat Containers reduce overall congestion at ports, terminals, depots, and related storage facilities and remove the burden of finding solutions to capacity constraints. At ports, terminals and yards, twenty GenFlat Containers can be stacked in the traditional space once containing five stacked empty marine containers. On trains, eight GenFlat Containers can be stacked where two could be stacked previously. On trucks, four GenFlat Containers can be stacked replacing one single marine container. On ships, 48,000 GenFlat Containers can be stacked in the place once consumed by 12,000 marine containers.

3.
Carbon Emission Reduction. The use of GenFlat Containers reduces the space required for empty shipping containers to be transported around the world. As a result, there’s reduced fuel consumption, reduced traffic and a significant reduction in emissions and environmental contamination. The GenFlat Container helps reach carbon emissions pledges with minimal investment or disruption.

Our GenFlat Container was recognized as the “Most
Inspiring Container Technology Solution” of 2023 at the prestigious Transport and Logistics Conference in the Middle East (Dubai).
At the 2024 conference our GenFlat Container won the award for “Game-changer” in container handling. These awards not only
underscore our commitment to innovation, sustainability and efficiency, but also the impact our solution can have on revolutionizing the
shipping industry.

We believe we have developed a strong working
relationship with CIMC and our management team makes regular trips to Dalian to inspect the manufacturing process and maintain close ties
to our contacts there.

5

Our Growth, Sales and Marketing Strategy

Our business strategy anticipates
that our revenue stream will be derived from the sale and lease of our GenFlat Containers. Our objective is to replace the standard marine
container with GenFlat Containers. In order to meet this objective, we are:

·
Utilizing traditional business development strategies to establish and leverage relationships with potential customers including container shipping companies, container leasing companies and the U.S. Military. We are currently identifying prospective clients through the personal and professional relationships of our management team.

·
Building channel partnerships with logistics companies, associations, ports and consultants.

·
Attending conferences, trade shows and other industry events.

·
Utilizing online advertisements through a third-party marketing firm, which has generated significant exposure within the industry.

·
Working to position ourselves as an opinion leader in the field through the creation of media and content; podcasts, articles, essays and other such materials to build good PR for the business and attract interest for our products. This includes possibly exhibiting and speaking at conferences and advertising in trade journals, associations, etc.

·
Working to generate referrals and engaging in word-of-mouth programs to obtain customers.

Our
marketing budget is subject to several factors, including our current capital raising efforts, future results of operations and cash flow.
If our results from operations exceed our expectations over the next twelve months, we expect to significantly increase our marketing
budget, which we expect will enable us to increase revenues. We currently have two commercial lease agreements in place with customers
for use of GenFlat containers, and we have generated nominal revenue to date, as a result, it is difficult to draw any correlation between
revenues and marketing expenses.

Our Leases

We expect approximately 80%
of our revenues will be derived from leasing our equipment to customers. Most of our leases will be structured as operating leases, though
we also plan to provide customers with finance leases. Regardless of the lease type, we seek to exceed our targeted return on our investments
over the life cycle of the equipment by managing utilization, lease rates, and the used equipment sale/purchase process.

Lease Products

Our leased products will be
structured to provide numerous operational and financial benefits to our customers. These benefits include:

·
Operating Flexibility. The timing, location and daily volume of cargo movements for a shipping line are often unpredictable. Leasing containers helps customers manage this uncertainty and reduces the requirement for inventory buffers by allowing them to pick up leased equipment on short notice.

·
Fleet Size and Mix Flexibility. The drop-off flexibility included in container operating leases allows customers to more quickly adjust the size of their fleets and the mix of container types in their fleets as their trade volumes and patterns change due to seasonality, market changes or changes in company strategies.

·
Alternative Source of Financing. Container leases provide an additional source of equipment financing to help customers manage the high level of investment required to keep pace with the growth of the asset intensive container shipping industry.

6

Operating Leases

Operating leases are structured
to allow customers flexibility to pick-up equipment on short notice and to drop-off equipment prior to the end of its useful life. Because
of this flexibility, most of our containers will go through several pick-up and drop-off cycles. Our operating lease contracts may specify
an upfront payment, a per diem rate for equipment on-hire, a quarterly rate for equipment on-hire, where and when such equipment can be
returned, how the customer will be charged for damage and the charge for lost or destroyed equipment, among other things.

We will categorize our operating
leases as either long-term leases or service leases. Some leases will have contractual terms that have features reflective of both long-term
and service leases. We will classify such leases as either long-term or service leases, depending upon which features we believe are predominant.
For example, some leases that provide redelivery flexibility during the lease term will be classified as long-term leases in cases where
lessees have made large upfront payments to reduce their lease payment during the lease term or in cases where lessees will incur significant
redelivery fees if containers are returned during the lease term. Such leases are generally considered to be long-term leases based on
the expected on-hire time and the economic protection achieved by the lease economics. Our long-term leases will generally require our
customers to maintain specific units on-hire for the duration of the lease term, and they will provide us with predictable recurring cash
flow. Long-term leases typically have initial contractual terms ranging from five to eight or more years. We may offer an option to purchase
our containers during the lease term.

Finance Leases

Finance leases will provide
our customers with an alternative method to finance their equipment acquisitions. Finance leases are generally structured for specific
quantities of equipment, generally require the customer to keep the equipment on-hire for its remaining useful life, and typically provide
the customer with a purchase option at the end of the lease term.

Customers

To date, we have generated
nominal revenue pursuant to our lease agreements with a customer for use of GenFlat containers. We have also entered into the MarPro Lease
and BAFCO Lease, pursuant to which deliveries are expected to begin in December of 2026.

We have signed trial lease
agreements with the following customers: Arkas Line (headquartered in Turkey); Maersk Logistics & Services Canada, Inc. (a Canadian
company); Group Global One (headquartered in Vietnam), and Global Railway Engineering (headquartered in South Africa). We have adopted
the strategy of utilizing test trial agreements to give customers the opportunity to recognize the benefits of our containers during a
90-day to 180-day trial.

We expect our customers to
be mainly comprised of regional and international shipping lines, though we also expect to lease containers to freight forwarding companies,
retailers, and manufacturers. The shipping industry has been consolidating for several years, and further consolidation could increase
the portion of our revenues that come from our largest customers. A default by one of our major customers could have a material adverse
impact on our business, financial condition and future prospects.

Credit Controls

We plan to monitor our customers’
performance and our lease exposures on an ongoing basis. Our credit management processes will be aided by our broad network of relationships
in the shipping industry that provides current information about our customers’ market reputations. Credit criteria may include,
but are not limited to, customer payment history, customer financial position and performance (e.g., net worth, leverage, and profitability),
trade routes, country of domicile and the type of, and location of, equipment that is to be supplied.

7

Competition

We operate in a highly competitive
industry. The market for our products is competitive and rapidly changing. We experience competition from large, established intermodal
equipment leasing companies possessing large, existing customer bases, substantial financial resources and established distribution channels.
We compete with at least four other collapsible intermodal-marine equipment companies in addition to many manufacturers of standard intermodal-marine
equipment, and companies offering finance leases as distinct from operating leases. It is common for our prospective customers to utilize
several leasing companies to meet their equipment needs. We expect competition to persist and intensify in the future. Competition could
result in reduced sales, reduced margins or the failure of our products and services to achieve or maintain more widespread market acceptance,
any of which could harm our business and our operating results. Our primary competitors include 4Fold, Spectainer, Staxxon, Compact Container
Systems, and Navlandis. None of GenFlat’s competitors has penetrated the container shipping market.

While none of our competitors
has penetrated the market, a few of our current and potential competitors may have more financial resources than we do and may be able
to devote greater resources to the development, promotion, sale and support of their offerings. Our current and potential competitors
have more extensive customer bases and broader customer relationships than we have. If we are unable to compete with such companies, the
demand for our products and services could substantially decline.

Our competitors compete with
us in many ways, including lease pricing, lease flexibility, supply reliability and customer service. In times of weak demand or excess
supply, leasing companies often respond by lowering leasing rates and increasing the logistical flexibility offered in their lease agreements.
In addition, new entrants into the leasing business are often aggressive on pricing and lease flexibility. Furthermore, customers also
have the option to purchase intermodal equipment and utilize owned equipment instead of leasing, relying on their own fleets to satisfy
their intermodal equipment needs and even leasing their excess container stock to other shipping companies.

While we are forced to compete
aggressively on price, we attempt to emphasize our overall value with efficiency in collapsing and expanding our containers, the strength
and durability of our containers, supply reliability and high level of customer service. We plan to invest heavily to ensure adequate
equipment availability in high demand locations, dedicate large portions of our organization to building customer relationships and maintaining
close day-to-day coordination with customers’ operating staffs, and have developed self-service systems that allow our customers
to transact with us through the Internet.

Suppliers

We do not manufacture any
of our products. We have an exclusive Teaming Agreement with CIMC to manufacture GenFlat Containers in Dalian, China. Our team members
have developed strong working relationships with CIMC and make regular trips to Dalian to inspect the manufacturing process and maintain
close ties to our contacts there. Nevertheless, defects and quality control lapses in our containers can occur. We intend to work with
the manufacturer to correct these defects, and we expect our manufacturer to honor its warranty obligations in such cases.

We estimate that the four
largest container manufacturers in China account for more than 90% of global production volume.

Intellectual Property

We have five patents on
our GenFlat Containers in the United States and two patents in China. Our Actuator has one patent in the United States and one in China.
The Genny has a patent pending in the United States, one patent pending in China, and we have submitted patent applications in South Africa,
UAE, and Saudi Arabia. To protect our proprietary rights, we generally rely on copyright, trademark and trade secret laws, confidentiality
agreements with employees and third parties. Our patents cover the various iterations of our containers, the Actuator, and the Genny,
including integral component parts of the container technology.

8

Third parties may copy or
obtain and use our proprietary ideas, know-how and other proprietary information without authorization or independently develop similar
or superior intellectual property. Our competitors may obtain proprietary rights that would prevent, or limit or interfere with our ability
to sell our products. If we are found to infringe on the proprietary rights of others, we may be required to incur substantial costs to
defend any litigation, cease offering our products, obtain a license from the holder of the infringed intellectual property right or redesign
our products.

Legal standards relating
to the validity, enforceability and scope of protection of certain proprietary rights are still evolving. We cannot be sure of the future
viability or value of any of our proprietary rights or of the similar rights of other companies within this market. We cannot be certain
that the steps taken by us will prevent misappropriation or infringement of our proprietary information.

Any litigation might result
in substantial costs and diversion of resources and management attention and could have a material adverse effect on our business, results
of operations and financial condition.

Research and Development

To date, our total research
and development expenses since inception are approximately $1,090,000 and have been focused on designing and developing our collapsible
marine containers, actuators and the Gennies.

Systems and Information Technology

We use off-the-shelf technology
to operate our business. The efficient operation of our business is highly dependent on our information technology systems to track transactions,
bill customers and provide the information needed to report our financial results. Our systems allow customers to facilitate sales orders
and drop-off requests on the Internet, view current inventories and check contractual terms in effect with respect to any given container
lease agreement. Our systems also maintain a database, which accounts for the containers in our fleet and our leasing agreements, processes
leasing and sale transactions, and bill our customers for their use of and damage to our containers. We also use the information provided
by these systems in our day-to-day business to make business decisions and improve our operations and customer service.

Environmental and Other Regulation

We are subject to various
business impacts associated with environmental regulations, including potential liability due to accidental discharge from our containers,
potential equipment obsolescence or retrofitting expenses due to changes in environmental regulations, and increased risk of container
performance problems due to container design changes driven by environmental factors.

While we maintain environmental
liability insurance coverage, and the terms of our leases and other arrangements for use of our containers place the responsibility for
environmental liability on the end user, we still may be subject to environmental liability in connection with our operations. In certain
countries like the United States, the owner of a leased container may be liable for the costs of environmental damage from the discharge
of the contents of the container even though the owner is not at fault.

Our operations are also
subject to regulations promulgated in various countries, including the United States, seeking to protect the integrity of international
commerce and prevent the use of equipment for international terrorism or other illicit activities, as well as regulations implementing
equipment safety measures. As these regulations develop and change, we may incur increased compliance costs. Violations of these rules
and regulations can also result in substantial fines and penalties, including potential limitations on operations or forfeitures of assets.
Additionally, we may be affected by future regulation related to supply chain management that could impact our equipment and operations.

9

Employees and Human Capital

We have four full-time employees
and one part-time employee in the United States. From time to time, we expect to employ additional employees and independent contractors
as well as legal, accounting and other specialized professionals to support our sales, marketing, business development and administrative
needs. Our team has diverse professional backgrounds, allowing each employee to contribute in myriad ways, allowing us to operate with
low overhead. Some of our executive officers and directors are engaged in outside business activities that we do not believe conflict
with our business.

Our success will depend on
our ability to hire and retain additional qualified marketing, sales, technical and other personnel. Qualified personnel are in
high demand. We face considerable competition from other firms for these personnel, many of which have significantly greater resources
than we have.

Properties

Our corporate headquarters
is in Tooele, Utah. Substantially all our operating activities are conducted from 1,500 square feet of office space provided by our CEO
at a nominal charge. We expect that additional space will be required as our business expands and we believe that we can obtain suitable
space as needed.

Legal proceedings

We may from time to time be
involved in routine legal matters incidental to our business; however, we are currently not involved in any litigation, nor are we aware
of any threatened or impending litigation.

Emerging Growth Company

We are and we will remain
an “emerging growth company” as defined under The Jumpstart Our Business Startups Act, or the JOBS Act, until the earliest
to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1.235 billion, (ii) the last
day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous
three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a “large
accelerated filer” (with at least $700 million in public float) under the Exchange Act.

As an “emerging growth
company”, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to
public companies. These provisions include:

·
only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

·
reduced disclosure about our executive compensation arrangements;

·
no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and

·
exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We have taken advantage of
some of these reduced burdens, and thus the information we provide you may be different from what you might receive from other public
companies in which you hold securities.

In addition, Section 107 of
the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the
adoption of certain accounting standards until those standards would otherwise apply to private companies.

10

Notwithstanding the above,
we are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer,
or a majority-owned subsidiary of a parent company that is not a smaller reporting company and that had a public float of less than $250
million or annual revenues of less than $100 million during the most recently completed fiscal year. In the event that we are still considered
a smaller reporting company, at such time as we cease being an emerging growth company, the disclosure we will be required to provide
in our SEC filings will increase, but it will still be less than it would be if we were not considered either an emerging growth company
or a smaller reporting company. Specifically, similar to emerging growth companies, smaller reporting companies are able to provide simplified
executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial
reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required
to provide two years of audited financial statements in annual reports.