UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO _____

COMMISSION FILE NUMBER: 000-55789

BANTEC, INC.

(Exact name of Registrant as specified in its charter)

Delaware		30-0967943
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~195 Paterson~~37 ~~Avenue~~Main Street, Sparta NJ 07871

Little Falls, NJ 07424

(Address of principal executive offices)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 220-2296

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed be Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has fifiled ~~led~~ a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting common stock held by non-affiliates of the registrant (assuming officers and directors are affiliates) was approximately $26,~~171,943~~900 as of March 31, ~~2022~~ 2023, computed on the basis of the closing price on such date.

As of ~~December~~February 312, ~~2022~~2024, there were 510,~~864~~276,~~107,732~~ 063 shares of the registrant’s Common Stock outstanding.

FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements, which are identified by the words “believe,” “expect,” “anticipate,” “intend,” “plan” and similar expressions. The statements contained herein which are not based on historical facts are forward-looking statements that involve known and unknown risks and uncertainties that could significantly affect our actual results, performance or achievements in the future and, accordingly, such actual results, performance or achievements may materially differ from those expressed or implied in any forward-looking statements made by or on our behalf. These risks and uncertainties include, but are not limited to, risks associated with our ability to successfully develop and protect our intellectual property, our ability to raise additional capital to fund future operations and compliance with applicable laws and changes in such laws and the administration of such laws. These risks are described below and in “Item 1. Business,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” included in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date the statements were made.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	1	1
ITEM 1A.	RISK FACTORS	5	5
ITEM 1B.	UNRESOLVED STAFF COMMENTS	29	30
ITEM 2.	PROPERTIES	29	30
ITEM 3.	LEGAL PROCEEDINGS	30	31
ITEM 4.	MINE SAFETY DISCLOSURES	30	31
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	31	32
ITEM 6.	[RESERVED]	35	35
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35	35
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40	40
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	~~F-1~~	F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT CERTIFYING ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	41	41
ITEM 9A.	CONTROLS AND PROCEDURES	41	41
ITEM 9B.	OTHER INFORMATION	42	41
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	42	41
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE	43	42
ITEM 11.	EXECUTIVE COMPENSATION	44	43
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	53	51
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	54	52
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	57	53
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	58	54
SIGNATURES		61	56

PART I

ITEM 1. BUSINESS

Organizational History

We were formed in Delaware on June 26, 1972 as OCR Corporation, underwent a series of name changes and businesses and on April 25, 2008 changed our name to Texas Wyoming Drilling, Inc. On January 26, 2016, we entered into an Equity Exchange Agreement (the “EEA”) whereby we acquired all of the issued and outstanding membership interests in Drone USA, LLC in exchange for 440~~,425~~ shares of our common stock and 250 shares of Series A preferred stock, subsequent and pursuant to our completing a 1-for-150 share reverse stock split on all issued and outstanding common stock which resulted in total issued and outstanding shares of common stock of 6~~,368~~ immediately prior to this issuance. In connection with the EEA, 1~~,253~~ ~~shares~~share of common stock were relinquished and an additional 44~~,043~~ shares of common stock were issued pursuant to a previous settlement agreement. In connection with the EEA, effective January 26, 2016, we accepted the resignation of Margaret Cadena, the former Chief Executive Officer and Board member, and Richard Kugelman, Dr. Robert Michet, and Dr. David Durkin, the remaining former officers and Board members, and appointed Michael Bannon as Chief Executive Officer, President, Chairman and Board member and the former Chief Financial Officer of Drone USA, LLC, as Secretary, Treasurer, and Board member. Our former CFO resigned as our CFO and as a member of our Board on July 10, 2017 and Michael Bannon was appointed as CFO. On May 19, 2016, we changed our name to Drone USA, Inc., we changed our ticker symbol to DRUS, and we completed a 1-for-12 share reverse stock split on all issued and outstanding common stock, with a record date of May 24, 2016, which resulted in total issued and outstanding shares of common stock of ~~40,842~~41 on June 17, 2016 when all round lot issuances were completed. The ~~company~~Company notified shareholders on May 30, 2018 that it intended to increase the authorized shares from 200,000 to 1,500,000 and change the name to Bantek Inc. On February 24, 2019, the company notified the shareholders that it intended to increase the authorized shares from 1,500,000,000 to 6,000,000,000 shares. Bantek, Inc. filed a change of name to Bantec, Inc. and to effect a reverse stock split (of the common stock) of 1 for 1,000 on September 16, 2019, which became effective on February 10, 2020. ~~All share and per share data have been retrospectively adjusted for the effects of all reverse splits.~~

~~We are~~On ~~currently~~February ~~traded~~14, on2022 the ~~OTC~~Company’s shareholders ~~Pink~~approved ~~market~~an ~~under~~increase in authorized common stock to 12,000,000,000 from 6,000,000,000, which became effective the ~~symbol~~same ~~BANT~~day.

On ~~June~~ 1,July ~~2016~~11, ~~we entered into an agreement with BRVANT Technologic Solutions (“BRVANT”)~~2023, athe ~~company in Brazil that develops~~Company ~~and~~filed ~~manufactures~~a ~~UAV~~certificate ~~systems,~~of ~~embedded~~amendment ~~systems and simulators for commercial and military customers. We acquired exclusive rights~~ to ~~BRVANT’s~~ ~~UAV technology and intellectual property relating to~~ its ~~UAV~~certificate ~~technology.~~of ~~As consideration for the agreement~~incorporation, ~~Dr.~~as ~~Rodrigo Kuntz Rangel~~amended, ~~BRVANT’s CEO, was appointed~~ to ~~the~~effect ~~position~~a ofone-for-one ~~Chief~~thousand ~~Technology Officer~~ (~~CTO~~1:1,000) ~~and~~Reverse ~~issued a stock option grant for~~Stock ~~2,000~~Split ~~shares of common stock in Drone USA. We have~~ (the ~~option~~“Reverse toStock ~~acquire ownership of all outstanding capital stock of BRVANT for additional consideration of $1 million, but we have not made a decision to make that purchase at this time~~Split”).

OnAll ~~September~~share ~~9, 2016, Howco Distributing Co., (“Howco”) became a wholly owned subsidiary of Bantec, Inc. We acquired all of its issued~~ and outstanding shares held by Paul Charles (“Chuck”) Joy and Kathryn B. Joy, the founders and officers of Howco, for $3,500,000, a warrant for 500 shares of Bantec, Inc. common stock with an exercise price of $10.00 per share, ~~and earnout consideration, the funds for which~~data ~~were~~have ~~received~~been ~~from~~retrospectively ~~the~~adjusted ~~TCA loan discussed below. We paid $2,600,000 in cash and issued a note to the sellers~~ for ~~$900,000. Howco is a supplier of spare and replacement parts to~~ the ~~United~~effects ~~States Federal Government and commercial customers worldwide with expertise in Defense Logistics Agency, TACOM, NECO and other Department~~ of ~~Defense~~all ~~acquisition~~reverse ~~groups~~splits. Howco understands the entire contract and administration management process for Federal Government contracts and supply chain logistics for its Federal Government customers as well as prime contractors with Federal Government contracts. Prior to the acquisition, Howco reported revenues of approximately $18.78 million and $24.86 million, and net income of approximately $903,000 and $1,013,000, for the period from October 1, 2015 through September 9, 2016 and the year ended September 30, 2015, respectively. For the year ended September 30, 2022, one customer accounted for approximately 78% of Howco’s total sales. Howco’s dependence on one significant customer, is a risk for its ability to maintain or increase its future revenues since the loss of one or both could have significant adverse financial consequences for Howco and Bantec, Inc.

1We are currently traded on the OTC Pink market under the symbol BANT.

On ~~November~~ 15June 1, ~~2017~~2016, we ~~executed~~entered into aan ~~Liability~~agreement ~~Purchase arrangement~~ with ~~Livingston~~BRVANT ~~Asset~~Technologic ~~Management~~Solutions (“~~Livingston~~BRVANT”) ~~under which Livingston agreed to purchase up to $10~~,~~000,000~~ ~~that we owe to our creditors through direct purchase of the debts from our creditors in return for (i)~~ a ~~convertible~~company ~~note issued by the Company~~ in ~~the~~Brazil ~~principal~~that ~~amount~~develops ofand ~~$50,000~~manufactures ~~bearing~~UAV ~~interest of 10% per year to cover~~systems, ~~certain~~embedded ~~legal~~systems ~~fees~~ and ~~other~~simulators ~~expenses~~for ~~that~~commercial ~~matures in six months~~ and ismilitary ~~convertible~~customers. ~~into~~We ~~shares~~acquired ofexclusive ~~our~~rights ~~common~~to ~~stock~~BRVANT’s atUAV atechnology ~~30% reduction~~and ~~off~~intellectual ~~the~~property ~~lowest~~relating ~~closing~~to ~~bid~~its ~~price~~UAV ~~for~~technology. 20As ~~trading~~consideration ~~days~~for ~~prior to~~ the ~~date of conversion~~agreement, ~~(ii)~~Dr. aRodrigo ~~convertible~~Kuntz ~~note~~Rangel, ~~subject~~BRVANT’s ~~to these same terms~~CEO, aswas ~~the~~appointed ~~convertible note issued~~ to ~~Livingston, payable to Scottsdale Capital Advisors in~~ the ~~principal~~position ~~amount~~ of ~~$15,000~~Chief asTechnology aOfficer ~~placement agent fee and~~ (~~iii~~CTO) ~~the~~and ~~right~~issued ofa ~~Livingston~~stock tooption ~~retain~~grant ~~30%~~for of2 ~~any~~shares ~~negotiated reduction off the face amount~~ of ~~the~~common ~~liability~~stock wein ~~owe to~~Drone ~~such creditors~~USA. ~~Following~~We ahave ~~court judgment (March 2018) for~~ the ~~liabilities~~option ~~purchased~~to byacquire ~~Livingston,~~ownership ~~we have been issuing free trading shares~~ of ~~our~~all ~~common~~outstanding capital stock ~~under section 3(a)(10)~~ of ~~the~~BRVANT ~~Securities~~for ~~Act~~additional toconsideration ~~Livingston in the amount~~ of ~~such~~$1 ~~judgment~~million, ~~in a series of tranches~~but sowe ~~that~~have ~~Livingston will~~ not ~~own~~made ~~more~~a ~~than~~decision ~~9.99%~~to ofmake ~~our~~that ~~outstanding~~purchase ~~shares~~at ~~per~~this ~~tranche~~time.

~~The~~On September 9, 2016, Howco ~~Impact~~Distributing Co., (“Howco”) became a wholly owned subsidiary of ~~COVID-19~~Bantec, Inc. We acquired all of its issued and outstanding shares held by Paul Charles (“Chuck”) Joy and Kathryn B. Joy, the founders and officers of Howco, for $3,500,000, a warrant for 0.50 shares of Bantec, Inc. common stock with an exercise price of $10,000 per share, and earnout consideration, the funds for which were received from the TCA loan discussed below. We paid $2,600,000 in cash and issued a note to the sellers for $900,000. Howco is a supplier of spare and replacement parts to the United States Federal Government and commercial customers worldwide with expertise in Defense Logistics Agency, TACOM, NECO and other Department of Defense acquisition groups. Howco understands the entire contract and administration management process for Federal Government contracts and supply chain logistics for its Federal Government customers as well as prime contractors with Federal Government contracts.

~~The Company~~For ~~is a wholesale vendor to~~ the ~~Department~~year ofended ~~Defense~~September ~~through~~30, ~~its~~2023 ~~wholly~~and ~~owned subsidiary Howco whose business has been affected~~2022, ~~due~~one tocustomer ~~the~~accounted ~~COVID-19~~for ~~social~~approximately ~~distancing~~85% ~~requirements mandated by the federal, state~~ and ~~local~~78% ~~governments~~of ~~where the Company~~Howco’s ~~operations occur.~~total ~~For some businesses~~sales, ~~like~~respectively. ~~the Company~~Howco’s, ~~core~~dependence ~~business~~on ~~cannot~~one ~~always be done through “virtual” means~~significant customer, ~~and even when this~~ is ~~possible,~~a itrisk ~~requires~~for ~~significant~~its ~~capital~~ability ~~and time~~ to ~~achieve.~~maintain ~~During~~or ~~the~~increase ~~year~~its ~~ended~~future ~~September~~revenues ~~30,~~since ~~2022 sales and shipments at Howco have increased modestly from~~ the ~~year~~loss ~~ended~~of ~~September~~one ~~30,~~or ~~2021.~~both Itcould ishave ~~anticipated~~significant ~~that COVID-19 restrictions had an impact on~~adverse ~~the Company’s operations during the year ended September 30, 2022, however the Company cannot assess the~~ financial ~~impact~~consequences offor ~~the related~~Howco ~~COVID-19 restrictions as compared to other economic~~ and ~~business~~Bantec, ~~factors~~Inc.

~~Growth Strategy~~1

~~Our parent~~Growth company intends to focus on raising capital to fund our expansion into the distribution, manufacturing, sanitizing and construction industries. Although, we will continually look to grow organically, through franchise creation and through acquisitions. We are looking for companies that will ultimately complement each other where we can cross sell our customers a wide variety of goods and services. For example, we are looking to purchase a distributor or manufacturer that will enable us to sell new products to the US government through our subsidiary Howco.Strategy

~~Drone~~Our parent company intends ~~Sales~~to focus on raising capital to fund our expansion into the distribution, manufacturing, service industries. We view acquisitions as our primary growth vehicle, with an eye on franchising some of these acquisitions. We are looking for companies that will ultimately complement each other where we can cross sell our customers a wide variety of goods and services. For example, we are looking to purchase a distributor or manufacturer that will enable us to sell new products to the US government through our subsidiary Howco.

~~Through our~~ Drone USA website (droneusainc.com) and through limited direct selling efforts we offer police, fire, the US government drone programs. Our drone programs constitute selling our customers drones, drone accessories, accident reconstruction software, drone training, drone services, counter-drone technology, certificates of authorization (COAs) and Waivers.Sales

~~Acquisitions~~Through our Drone USA website (droneusainc.com) and through limited direct selling efforts we offer police, fire, the US government drone programs. Our drone programs constitute selling our customers drones, drone accessories, accident reconstruction software, drone training, drone services, counter-drone technology, certificates of authorization (COAs) and Waivers. The competition in this market is relentless and intense. We are evaluating whether or not we will exit the market. The only way to compete in this market is through a low cost relationship based strategy. We may look to hire a small sales team to grow the company organically, franchise it or close it down altogether.

We are looking to acquire companies in industries where we possess experience. For example, we would like to acquire companies in the armament, environmental, solar, manufacturing, robotic and logistics industries. When acquired, we will initially run the companies as independent entities keeping their identities temporarily intact. When we are confident that we fully know the business and their customers, we will begin to bring them into the Bantec family changing their names to a Bantec division such as Bantec Robotics, Bantec Arms or Bantec Solar. In the future, we may to look to franchise some of our divisions. This will make up our primary growth path. These are our potential and intended divisions:Acquisitions

1We are looking to acquire companies in the manufacturing, distributing and/or service industries. We will look for companies we can grow organically or through franchise efforts. When acquired, we will initially either rebrand as a Bantec ~~Arms~~labeled company like found in the list below or let them run and remain as they are like we did with Howco Distributing Co. These are our potential and intended divisions:

21. Bantec ~~Robitics~~Air

32. Bantec ~~Environmental~~Robotics

43. Bantec ~~Logistics~~Environmental

54. Bantec ~~Solar~~Logistics

5. Bantec ~~Sanitizing~~ Solar

~~Through~~ Bantec ~~Sanitizing~~ (a division of Bantec), through our franchising efforts, we sell disinfecting products and equipment to facility owners in hospitals, universities, manufacturers and building owners. We sell sanitizing products through our website at Bantec.store.Sanitizing

2Currently we are looking to acquire a commercial cleaning company that we can either rebrand to Bantec Sanitizing or continue on with purchased brand name and ultimately franchise the newly acquired commercial cleaning company. In our post-covid era, we believe sanitizing offices, hospitals, universities, and other facilities will remain a priority for businesses looking to ensure healthy workforces.

~~Howco’s Business~~2

Howco is a premier supplier of spare and replacement parts to a wide variety of Federal Government agencies, U.S. military prime contractors and commercial customers worldwide. Founded in 1990 and located in Vancouver, Washington, Howco’s services encompass bid solicitation, contract management, packaging and logistics for construction, transportation, mining and heavy equipment spare and replacement parts to customers worldwide utilizing a wide variety of supply chain solutions. Howco was the winner of the 2012 United States’ Department of Defense Logistics Agency’s Bronze Supplier Award. Howco reported revenues of approximately $2.3 million and $2.4 million, and net (loss) of approximately ($198,000) and ($163,000), for the years ended September 30, 2022 and 2021, respectively.Business

Howco is a premier supplier of spare and replacement parts to a wide variety of Federal Government agencies, U.S. military prime contractors and commercial customers worldwide. Founded in 1990 and located in Vancouver, Washington, Howco’s services encompass bid solicitation, contract management, ~~Government~~packaging ~~Services~~and ~~Contracts~~logistics for construction, transportation, mining and heavy equipment spare and replacement parts to customers worldwide utilizing a wide variety of supply chain solutions. Howco was the winner of the 2012 United States’ Department of Defense Logistics Agency’s Bronze Supplier Award. Howco reported revenues of approximately $2.3 million and $2.3 million, and net (loss) of approximately ($199,000) and ($198,000), for the years ended September 30, 2023 and 2022, respectively.

Howco enters into various types of contracts with our customers, such as Indefinite Delivery, Indefinite Quantity (IDIQ), Cost-Plus-Fixed-Fee (CPFF) Level of Effort (LOE), Cost-Plus-Fixed-Fee (CPFF) Completion, Cost-reimbursement (CR), Firm-Fixed-Price (FFP), Fixed-Price Incentive (FPI) and Time-and-Materials (T&M). The majority of Howco’s ~~revenues~~Government ~~are~~Services ~~derived from FFP contracts.~~Contracts

~~IDIQ contracts~~Howco ~~provide~~enters ~~for~~into anvarious types ~~indefinite quantity~~ of ~~services~~contracts orwith ~~stated~~our ~~limits~~customers, ofsuch ~~supplies~~as ~~for~~Indefinite ~~a fixed period. They are used when the customer cannot determine~~Delivery, ~~above~~Indefinite aQuantity ~~specified minimum~~(IDIQ), ~~the~~Cost-Plus-Fixed-Fee ~~precise~~(CPFF) ~~quantities~~Level of ~~supplies or services that the government will require during the~~Effort ~~contract~~(LOE), ~~period.~~Cost-Plus-Fixed-Fee ~~IDIQs~~(CPFF) ~~help~~Completion, ~~streamline~~Cost-reimbursement ~~the~~(CR), ~~contract~~Firm-Fixed-Price ~~process~~(FFP), ~~and~~Fixed-Price ~~speed~~Incentive ~~service~~(FPI) ~~delivery. IDIQ contracts are most often used for service contracts~~ and ~~architect~~Time-~~engineering services. Awards are usually for base years~~ and ~~option years. The customer places delivery orders~~-Materials (~~for supplies~~T&M) ~~or task orders (for services) against a basic contract for individual requirements~~. ~~Minimum~~The ~~and~~majority ~~maximum quantity limits are specified in the basic contract as either a number~~ of ~~units~~Howco’s ~~(for~~revenues ~~supplies)~~are orderived asfrom ~~dollar~~FFP ~~values (for services)~~contracts.

~~CPFF LOE~~IDIQ contracts ~~will~~provide befor an ~~issued~~indefinite ~~when~~quantity ~~the~~of ~~scope~~services or stated limits of ~~work~~supplies isfor ~~defined~~a infixed ~~general~~period. ~~terms~~They ~~requiring~~are ~~only~~used ~~that~~when the ~~contractor~~customer ~~devote~~cannot determine, above a specified ~~LOE~~ ~~for~~minimum, athe ~~stated~~precise ~~time~~quantities of supplies or services that the government will require during the contract period. IDIQs Ahelp ~~CPFF~~streamline ~~completion~~the contract ~~will~~process beand ~~issued~~speed ~~when~~service ~~the~~delivery. ~~scope~~IDIQ ofcontracts ~~work~~are ~~defines~~most aoften ~~definite~~used ~~goal~~for orservice ~~target~~contracts ~~which~~and architect-engineering ~~leads~~services. toAwards anare ~~end~~usually ~~product~~for ~~deliverable~~base (eyears and option years.~~g.,~~ The customer places delivery orders (for supplies) or task orders (for services) against a ~~final~~basic ~~report~~contract offor ~~research~~individual ~~accomplishing~~requirements. Minimum and maximum quantity limits are specified in the ~~goal~~basic contract as either a number of units (for supplies) or ~~target~~as dollar values (for services).

~~CR contracts~~CPFF ~~provide~~LOE ~~for~~contracts ~~payment~~will ofbe issued ~~allowable~~when ~~incurred~~the ~~costs,~~scope toof ~~the~~work ~~extent~~is ~~prescribed~~defined in ~~the~~general ~~contract.~~terms ~~These~~requiring ~~contracts~~only ~~establish~~that ~~an estimate of total cost for~~ the ~~purpose~~contractor ofdevote ~~obligating~~a ~~funds~~specified ~~and~~LOE ~~establishing~~for a ~~ceiling~~stated ~~that~~time period. ~~the~~A ~~contractor~~CPFF ~~may~~completion ~~not~~contract ~~exceed~~will ~~(except~~be atissued ~~its~~when ~~own risk) without~~ the ~~approval~~scope of ~~the~~work ~~contracting~~defines ~~officer~~a ~~and~~definite ~~are~~goal ~~suitable~~or ~~for~~target ~~use~~which ~~only~~leads ~~when~~to ~~uncertainties~~an ~~involved~~end ~~in contract performance do~~product ~~not~~deliverable ~~permit~~(e.g., ~~costs~~a tofinal bereport ~~estimated~~of ~~with~~research ~~sufficient~~accomplishing ~~accuracy~~the togoal ~~use~~or ~~any type of fixed-price contract~~target).

~~FFP contract~~CR ~~will~~contracts beprovide ~~issued~~for ~~when~~payment of ~~acquiring~~allowable ~~supplies~~incurred orcosts, ~~services~~to onthe extent prescribed in the ~~basis~~contract. These contracts establish an estimate of ~~definite~~total orcost ~~detailed~~for ~~specifications~~the ~~and~~purpose of ~~fair~~obligating funds and ~~reasonable prices~~establishing ~~can~~a beceiling ~~established~~that the contractor may not exceed (except at its own risk) without the ~~outset~~approval of the contracting officer and are suitable for use only when uncertainties involved in contract performance do not permit costs to be estimated with sufficient accuracy to use any type of fixed-price contract.

~~FPI target~~FFP ~~delivery~~ contract will be issued when acquiring supplies or services on the basis of ~~reasonably~~ definite or detailed specifications ~~and~~ ~~cost can be reasonably predicted at the outset wherein the cost risk will be shared. A firm target cost, target profit,~~ and ~~profit adjustment formula will be negotiated to provide a~~ fair and reasonable ~~incentive~~prices ~~and~~can abe ~~ceiling that provides for the contractor to assume~~established anat ~~appropriate share of~~ the ~~risk~~outset.

~~T&M~~FPI target delivery contract ~~contracts~~will ~~provide~~be ~~for~~issued when acquiring supplies or services on the basis of ~~(i)~~reasonably ~~direct~~definite ~~labor~~or ~~hours~~detailed atspecifications ~~specified~~and ~~fixed~~cost ~~hourly~~can ~~rates~~be ~~that include~~reasonably ~~wages,~~predicted ~~overhead,~~at ~~general~~the ~~and~~outset ~~administrative~~wherein ~~expenses,~~the ~~and~~cost ~~profit;~~risk ~~and~~will ~~(ii)~~be ~~actual cost for materials~~shared. A ~~customer~~firm ~~may~~target ~~use~~cost, ~~this~~target ~~contract when~~profit, itand isprofit ~~not~~adjustment ~~possible~~formula atwill ~~the~~be negotiated ~~time~~to ofprovide ~~placing~~a ~~the~~fair ~~contract~~and toreasonable ~~estimate~~incentive ~~accurately~~and ~~the~~a ~~extent~~ceiling orthat ~~duration~~provides offor the ~~work~~contractor or to ~~anticipate costs~~assume ~~with~~an ~~any~~appropriate ~~reasonable~~share ~~degree~~ of the ~~confidence~~risk.

~~Market~~T&M contracts provide ~~Size~~for acquiring supplies or services on the basis of (i) direct labor hours at specified fixed hourly rates that include wages, overhead, general and administrative expenses, and profit; and (ii) actual cost for materials. A customer may use this contract when it is not possible at the time of placing the contract to estimate accurately the extent or duration of the work or to anticipate costs with any reasonable degree of confidence.

~~According to~~Market published reports one-third of the DoD budget request, $247.4 billion, is for procurement and research, development, test, and evaluation (“RDT&E”) in 2020. The U.S. Government spends a portion of this budget on the shipping of replacement parts annually.Size

~~Intellectual~~According to published reports ~~Property~~one-third of the DoD budget request, $247.4 billion, is for procurement and research, development, test, and evaluation (“RDT&E”) in 2020. The U.S. Government spends a portion of this budget on the shipping of replacement parts annually.

~~We review~~Intellectual each of our intellectual properties and make a determination as to the best means to protect such property, by trademark, by copyright, by patent, by trade secret, or otherwise. We believe that we have taken appropriate steps to protect our intellectual properties, based on our evaluation of the factors unique to each such property, but cannot guarantee that this is the case.Property

3We review each of our intellectual properties and make a determination as to the best means to protect such property, by trademark, by copyright, by patent, by trade secret, or otherwise. We believe that we have taken appropriate steps to protect our intellectual properties, based on our evaluation of the factors unique to each such property, but cannot guarantee that this is the case.

~~Regulatory Matters~~3

~~The use~~Regulatory of unmanned aerial vehicles for commercial purposes is governed by the Federal Aviation Administration (“FAA”). On August 29, 2016, the new FAA rules took effect for commercial use of small drones. Under the FAA rules commercial drones must be under 55 pounds and be registered with the FAA. The rules require a new “remote pilot certificate”, daylight-only operations 30 minutes before official sunrise and 30 minutes after official sunset, a requirement that all flights travel at a maximum groundspeed of 100 miles per hour remain, below 400 feet or within 400 feet of a structure and yield the right of way to other aircraft. Under the FAA rules, drone pilots must be at least 16 years old or be supervised by an adult with a remote pilot certificate. The pilot must also maintain “visual line of sight” with the drone at all times, among other requirements. The new rules also require that any drone-related incident that results in at least $500 worth of damage or causes serious injury be reported to the FAA within 10 days. The new restrictions can be waived, but pilots will need to apply directly to the FAA for an exemption and/or a waiver.Matters

~~Competition~~The use of unmanned aerial vehicles for commercial purposes is governed by the Federal Aviation Administration (“FAA”). On August 29, 2016, the new FAA rules took effect for commercial use of small drones. Under the FAA rules commercial drones must be under 55 pounds and be registered with the FAA. The rules require a new “remote pilot certificate”, daylight-only operations 30 minutes before official sunrise and 30 minutes after official sunset, a requirement that all flights travel at a maximum groundspeed of 100 miles per hour remain, below 400 feet or within 400 feet of a structure and yield the right of way to other aircraft. Under the FAA rules, drone pilots must be at least 16 years old or be supervised by an adult with a remote pilot certificate. The pilot must also maintain “visual line of sight” with the drone at all times, among other requirements. The new rules also require that any drone-related incident that results in at least $500 worth of damage or causes serious injury be reported to the FAA within 10 days. The new restrictions can be waived, but pilots will need to apply directly to the FAA for an exemption and/or a waiver.

~~Drone USA LLC~~Competition

~~The competition for~~ Drone USA consists mainly of resellers of drones who sell to law enforcement, fire departments security companies and the U.S. government. These competitors primarily are Amazon, Best Buy, Drone Nerds, SYNNEX and other distributors of drones. On the training front our competitors consist of SMG and other training suppliers.LLC

~~Howco~~The competition for Drone USA consists mainly of resellers of drones who sell to law enforcement, fire departments, security companies and the U.S. government. These competitors primarily are Amazon, Best Buy, Drone Nerds, SYNNEX and other distributors of drones. On the training front our competitors consist of SMG and other training suppliers.

The business of supplying spare and replacement parts to Federal Government agencies, U.S. military prime contractors and commercial customers is very competitive. Among our U.S. based competitors are JGILS that supplies parts manufactured by Fairbanks Morse/Coltec and other brands, Ohio Cat that supplies Caterpillar parts, and Kampi Components and Brighton Cromwell, both of which compete with us in several brands. Howco

~~Bantec~~The ~~Construction~~business &of ~~Environmental~~supplying spare and replacement parts to Federal Government agencies, U.S. military prime contractors and commercial customers is very competitive. Among our U.S. based competitors are JGILS that supplies parts manufactured by Fairbanks Morse/Coltec and other brands, Ohio Cat that supplies Caterpillar parts, and Kampi Components and Brighton Cromwell, both of which compete with us in several brands.

InBantec ~~the~~Construction ~~construction~~ & environmental industries located in the tristate area there is a tremendous amount of competition. In all three states, we will encounter competition from both small and large contractors, and from union and non-union contractors.Environmental

~~Employees~~In the construction and environmental industries located in the tristate area there is a tremendous amount of competition. In all three states, we will encounter competition from both small and large contractors, and from union and non-union contractors. In times of economic downturns, the competition in these industries becomes extremely intense. As result of economic downturn, companies begin lowering their bids to keep office staffs employed. The worse the economy gets, the worse the competition gets.

We have five full-time employees, one with Bantec and four are with Howco, along with two part-time employees with Howco. We have no labor union contracts and believe relations with our employees are satisfactory.Employees

~~Emerging~~We have seven full-time employees, ~~Growth~~one ~~Company~~with Bantec and six are with Howco, along with two part-time employees with Howco. We have no labor union contracts and believe relations with our employees are satisfactory.

~~We are~~Emerging ~~and~~Growth we will remain an “emerging growth company” as defined under The Jumpstart Our Business Startups Act (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 billion (subject to adjustment for inflation), (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 Securities and Exchange Act of 1934, as amended (the “Exchange Act”).Company

4We are and we will remain an “emerging growth company” as defined under The Jumpstart Our Business Startups Act (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 billion (subject to adjustment for inflation), (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 Securities and Exchange Act of 1934, as amended (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:~~4

●As ~~only~~an ~~two~~“emerging ~~years~~growth company”, ofwe ~~audited~~may ~~financial~~take ~~statements~~advantage inof ~~addition~~specified toreduced ~~any~~disclosure ~~required~~and ~~unaudited~~other ~~interim~~requirements ~~financial~~that ~~statements~~are ~~with~~otherwise ~~correspondingly~~applicable ~~reduced~~generally ~~“Management’s~~to public ~~Discussion~~companies. ~~and~~These ~~Analysis”~~provisions ~~disclosure;~~include:

● ~~reduced~~only ~~disclosure~~two ~~about~~years ~~our~~of ~~executive~~audited ~~compensation~~financial ~~arrangements~~statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

● noreduced ~~requirement~~disclosure ~~that~~about weour ~~hold non-binding advisory votes on~~ executive compensation ~~or golden parachute~~ arrangements; ~~and~~

● ~~exemption~~no ~~from~~requirement ~~the~~that ~~auditor~~we ~~attestation~~hold ~~requirement~~non-binding inadvisory ~~the~~votes ~~assessment~~on ofexecutive ~~our~~compensation ~~internal~~or ~~control~~golden ~~over~~parachute ~~financial~~arrangements; ~~reporting.~~and

~~We have~~● ~~taken~~exemption ~~advantage~~from ofthe ~~some~~auditor ofattestation ~~these~~requirement ~~reduced~~in ~~burdens, and thus~~ the ~~information~~assessment weof ~~provide~~our ~~stockholders~~internal ~~may~~control beover ~~different~~financial ~~from what you might receive from other public companies in which you hold shares~~reporting.

~~In addition,~~We ~~Section~~have ~~107~~taken ~~of the JOBS Act also provides that an emerging growth company can take~~ advantage of ~~the extended transition period~~ ~~provided~~some ~~in Section 7(a)(2)(B)~~ of ~~the~~these ~~Securities~~reduced ~~Act for complying with new or revised accounting standards. In other words~~burdens, anand ~~emerging growth~~thus ~~company can delay~~ the ~~adoption~~information ~~of certain accounting standards until those standards would otherwise apply to private companies. However,~~ we ~~are~~provide ~~choosing~~stockholders tomay ~~“opt~~be ~~out”~~different offrom ~~such~~what ~~extended~~you ~~transition~~might ~~period,~~receive ~~and~~from ~~as a result, we will comply with new or revised~~other ~~accounting~~public ~~standards~~companies onin ~~the relevant dates on~~ which ~~adoption~~you ofhold ~~such standards is required for non-emerging growth companies~~shares. ~~Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.~~

~~Notwithstanding the~~In ~~above~~addition, weSection ~~are~~107 ~~also~~of the ~~currently~~JOBS aAct ~~“smaller~~also ~~reporting~~provides ~~company”, meaning~~ that ~~we are not~~ an ~~investment~~emerging growth company, ancan ~~asset-backed issuer,~~take oradvantage ~~a majority-owned subsidiary~~ of athe ~~parent~~extended ~~company~~transition ~~that~~period isprovided ~~not~~in aSection ~~smaller reporting company and have~~ 7(a ~~public float of less than~~)(2)(B) ~~$250 million and annual revenues~~ of ~~less~~the ~~than~~Securities ~~$100~~Act ~~million~~for ~~during~~complying ~~the~~with ~~most~~new ~~recently~~or ~~completed~~revised ~~fiscal~~accounting ~~year~~standards. In ~~the~~other ~~event that we are still considered a “smaller reporting company”~~words, ~~at such time as we cease being~~ an “emerging growth company”, ~~the~~can ~~disclosure~~delay the weadoption ~~will~~of becertain ~~required~~accounting tostandards ~~provide~~until inthose ~~our~~standards ~~SEC~~would ~~filings~~otherwise ~~will~~apply ~~increase,~~to ~~but~~private ~~will~~companies. ~~still~~However, ~~be less than it would be if~~ we ~~were~~are ~~not~~choosing ~~considered either~~to an “~~emerging~~opt ~~growth company~~out” orof asuch ~~“smaller~~extended ~~reporting~~transition ~~company”. Specifically~~period, ~~similar~~and toas ~~“emerging growth~~a ~~companies”~~result, ~~“smaller~~we ~~reporting~~will ~~companies”~~comply ~~are~~with ~~able~~new toor ~~provide~~revised ~~simplified~~accounting ~~executive~~standards ~~compensation disclosures~~on inthe ~~their~~relevant ~~filings;~~dates ~~are~~on ~~exempt~~which ~~from~~adoption ~~the provisions~~ of ~~Section~~such ~~404(b)~~standards ofis ~~the~~required ~~Sarbanes~~for non-~~Oxley~~emerging ~~Act~~growth ~~(“SOX”)~~companies. ~~requiring~~Section ~~that~~107 ~~independent registered~~of ~~public accounting firms provide an attestation report on~~ the ~~effectiveness~~JOBS ofAct ~~internal control over financial reporting; and~~provides ~~have~~that ~~certain~~our ~~other~~decision ~~decreased~~to ~~disclosure~~opt ~~obligations~~out inof ~~their~~the ~~SEC~~extended ~~filings,~~transition ~~including,~~period ~~among~~for ~~other~~complying ~~things,~~with ~~only~~new ~~being~~or ~~required~~revised toaccounting ~~provide two~~standards ~~years~~is ~~of audited financial statements in annual reports~~irrevocable.

~~Item~~Notwithstanding the above, 1Awe 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 have a public float of less than $250 million and annual revenues of less than $100 million during the most recently completed fiscal year. ~~Risk~~In ~~Factors~~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 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 (“SOX”) 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.

~~RISKS RELATING~~Item TO1A. ~~OUR~~Risk ~~DRONE BUSINESS AND OUR INDUSTRY~~Factors.

~~We have~~RISKS anRELATING ~~extremely~~TO ~~limited~~OUR ~~operating~~BUSINESS ~~history.~~AND OUR INDUSTRY

~~With respect~~We to the manufacturing and sale of drones, we are currently a start-up company without any current material sales of our drone products. There is no historical basis to make judgments on the capabilities associated with our enterprise, management and/or employees’ ability to produce a commercial drone product leading to a profitable company beyond what we have ~~acquired~~an ~~through~~extremely ~~our~~limited ~~purchase~~operating ~~of Howco which is in the business of spare parts and replacement parts~~history.

WeWith respect to the manufacturing ~~will~~and ~~need~~sale of drones, we are currently a start-up company without any current material sales of our drone products. There is no historical basis to ~~raise~~make ~~additional~~judgments ~~capital~~on the capabilities associated with our enterprise, management and/or employees’ ability to produce a commercial drone product leading to a profitable company beyond what we have acquired through our purchase of Howco which is in the business of spare parts and replacement parts.

~~Given the~~We ~~limited revenues from sales of our drone products to date, we expect that Bantec, Inc.~~ will need to obtain additional operating capital either through equity offerings, debt offerings or a combination thereof, in the future. In addition, if, in the future, we are not capable of generating sufficient revenues from operations and its capital resources are insufficient to meet future requirements, we may have to raise funds to allow us to continue to commercialize, market and sell our products. We presently have no committed sources of funding and we have not entered into any agreements or arrangements with respect to our fundraising efforts. We cannot be certain that funding will be available on acceptable terms or at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct business. If we are unable to raise additional capital if required or on acceptable terms, we may have to significantly scale back, delay or discontinue the development and/or commercialization of our drone products, restrict our operations or obtain funds by entering into agreements on unattractive terms.

5Given the limited revenues from sales of our drone products to date, we expect that Bantec, Inc. will need to obtain additional operating capital either through equity offerings, debt offerings or a combination thereof, in the future. In addition, if, in the future, we are not capable of generating sufficient revenues from operations and its capital resources are insufficient to meet future requirements, we may have to raise funds to allow us to continue to commercialize, market and sell our products. We presently have no committed sources of funding and we have not entered into any agreements or arrangements with respect to our fundraising efforts. We cannot be certain that funding will be available on acceptable terms or at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct business. If we are unable to raise additional capital if required or on acceptable terms, we may have to significantly scale back, delay or discontinue the development and/or commercialization of our drone products, restrict our operations or obtain funds by entering into agreements on unattractive terms.

~~Our financial status raises doubt about our ability to continue as a going concern.~~5

Our ~~cash~~financial ~~and~~status ~~cash~~raises equivalents were $186,386 at September 30, 2022. For the year ended September 30, 2022, the Company has incurred a net loss of $2,673,346 and used cash in operations of $1,644,132. The working capital deficit, stockholders’ deficit and accumulated deficit was $15,800,583, $16,578,533 and $35,630,186, respectively, at September 30, 2022. Furthermore, on September 6, 2019, we received a default notice on our payment obligations under the senior secured credit facility agreement with TCA, defaulted on our note payable – Seller in September 2017 and have defaulted on other promissory notes and as of September 30, 2022, we have received several demands for payment of past due amounts for services from several consultants and service providers. These matters raise substantial doubt about ~~our ability to continue as a going concern~~ ~~for a period of twelve months from the issuance date of~~ our ~~consolidated financial statements included elsewhere in this Form 10-K. Our~~ ability to continue as a going concern ~~is dependent upon management’s ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt~~. We continue to implement cost-cutting measures, raise equity through our effective S-1 private placement, restructure or repay our secured obligations and structure payment plans, if necessary, with vendors and service providers who are owed money. The accompanying consolidated financial statements elsewhere in this Form 10-K do not include any adjustments that might be required should we be unable to continue as a going concern. We continue to incur significant operating losses, and management expects that significant on-going operating expenditures will be necessary to successfully implement our business plan and develop and market our products. Implementation of our plans and our ability to continue as a going concern will depend upon our ability to market our drone technology, continue with sales of equipment spare and replacement parts to the U.S. Government and commercial customers and raise additional capital.

~~Management~~Our ~~believes~~cash ~~that~~and wecash ~~have~~equivalents ~~access~~were to$35,443 ~~capital~~at ~~resources~~September ~~through~~30, ~~possible~~2023. ~~public~~For orthe ~~private~~year ~~equity~~ended ~~offerings~~September 30, ~~exchange offers~~2023, ~~debt~~the ~~financings,~~Company incurred a net loss of ~~corporate~~$2,225,334 ~~collaborations~~and orused ~~other~~cash ~~means~~in operations of $639,392. OnThe ~~September~~working 29capital deficit, ~~2022~~stockholders’ ~~our~~deficit ~~current~~and ~~form~~accumulated ~~S-1~~deficit ~~became~~was $7,985,156, ~~effective~~$17,256,434 and ~~since~~$37,855,520, ~~then~~respectively, at September 30, 2023. Furthermore, on September 6, 2019, we ~~have~~received ~~issued~~a ~~shares~~default ~~for~~notice ~~cash.~~on ~~Cash~~our ~~proceeds~~payment ~~are~~obligations ~~been~~under ~~being~~the ~~utilized~~senior tosecured ~~reduce~~credit ~~debt~~facility agreement with TCA, defaulted on our note payable – Seller in September 2017 and ~~fund~~have ~~current~~defaulted on other promissory notes and ~~planned~~as ~~operations.~~of InSeptember ~~addition~~30, 2023, we ~~continue~~have toreceived ~~explore~~several demands for payment ~~opportunities~~of topast ~~strategically~~due ~~monetize~~amounts ~~our~~for ~~technology~~services from several consultants and service providers. These matters raise substantial doubt about our ~~services,~~ability to ~~although~~continue ~~there~~as ~~can~~a begoing noconcern ~~assurance~~for ~~that~~a weperiod ~~will~~of betwelve ~~successful~~months from the issuance date of our consolidated financial statements included ~~with~~elsewhere ~~such~~in ~~plans~~this report. WeOur ~~have~~ability ~~historically~~to ~~been~~continue ~~able~~as a going concern is dependent upon management’s ability to further implement its business plan and raise additional capital ~~through~~as needed from the sales of stock or debt. We continue to implement cost-cutting measures, raise equity, restructure or repay our secured obligations and ~~debt~~structure ~~offerings~~payment plans, ~~although~~if nonecessary, ~~assurance~~with ~~can~~vendors beand ~~provided~~service providers ~~that~~who weare ~~will~~owed ~~continue~~money. toThe beaccompanying ~~successful~~consolidated financial statements elsewhere in ~~the~~this ~~future.~~report Ifdo not include any adjustments that might be required should we ~~are~~be unable to ~~raise~~continue ~~sufficient~~as ~~capital~~a ~~through~~going ~~2023~~concern. orWe ~~otherwise~~continue to incur significant operating losses, weand ~~may~~management expects that significant on-going operating expenditures will be ~~required~~necessary to ~~severely~~successfully ~~curtail,~~implement orour ~~even~~business plan and develop and market our products. Implementation of our plans and our ability to ~~cease,~~continue as a going concern will depend upon our ~~operations~~ability to market our drone technology, continue with sales of equipment spare and replacement parts to the U.S. Government and commercial customers and raise additional capital.

~~Most~~Management believes that we ofhave access to capital resources through possible public or private equity offerings, exchange offers, debt financings, corporate collaborations or other means. On September 29, 2022 our ~~management~~current ~~has~~form ~~limited~~S-1 ~~experience~~became effective and since then we had issued shares for cash. Cash proceeds were utilized to reduce debt and fund current and planned operations. In addition, we continue to explore opportunities to strategically monetize our technology and our services, although there can be no assurance that we will be successful with such plans. We have historically been able to raise capital through equity and debt offerings, although no assurance can be provided that we will continue to be successful in the ~~drone~~future. ~~industry~~Additionally, on November 29, 2023 our recent current form S-1 became effective but we have not raised equity offerings under this recent S-1 offering. No shares have been issued to date due to the floor price. If we are unable to raise sufficient capital through 2024 or otherwise, we may be required to severely curtail, or even to cease, our operations.

~~With the~~Most ~~exception~~ of our ~~CTO, our~~ management has limited experience ~~in aerospace, aviation and unmanned aerial systems manufacturing sectors.~~ ~~While our management has considerable general management experience, some have specialized knowledge and abilities~~ in the ~~unmanned~~drone ~~aerial~~ industry, but none of the managers have experience managing a business that manufacturers and markets aircrafts. The management will rely on contracted individuals with the specified skills, qualifications and knowledge related to aircraft manufacturing and marketing, without impacting the overall budget for compensation.

~~Potential~~With the exception of our ~~product~~CTO, ~~liabilities~~our ~~may~~management ~~harm~~has limited experience in aerospace, aviation and unmanned aerial systems manufacturing sectors. While our ~~operating~~management has ~~results~~considerable general management experience, some have specialized knowledge and abilities in the unmanned aerial industry, but none of the managers have experience managing a business that manufacturers and markets aircrafts. The management will rely on contracted individuals with the specified skills, qualifications and knowledge related to aircraft manufacturing and marketing, without impacting the overall budget for compensation.

~~As a~~Potential ~~reseller~~product ofliabilities ~~a UAV products, and with aircrafts and aviation sector companies being scrutinized heavily, we~~ may beharm ~~subject to FAA mandates and/or regulations, which could result in potential law suits. Defects in~~ our ~~product may lead to life, health and property risks. Currently,~~ ~~the~~operating ~~unmanned aerial systems industry lacks a formative insurance market~~results. ~~It is possible that our operations could be adversely affected by the costs and disruptions of responding to such liabilities even if insurance against liabilities is available.~~

IfAs a reseller of UAV products, ~~our~~and ~~proposed~~with ~~marketing~~aircrafts ~~efforts~~and ~~are~~aviation ~~unsuccessful~~sector companies being scrutinized heavily, we may ~~not~~be ~~earn~~subject ~~enough~~to ~~revenue~~FAA mandates and/or regulations, which could result in potential law suits. Defects in our product may lead to ~~become~~life, ~~profitable~~health and property risks. Currently, the unmanned aerial systems industry lacks a formative insurance market. It is possible that our operations could be adversely affected by the costs and disruptions of responding to such liabilities even if insurance against liabilities is available.

~~Our success~~If ~~will depend on investment in marketing resources and the successful implementation of~~ our ~~marketing~~proposed ~~plan. Our~~ marketing plan may include attendance at trade shows and making private demonstrations, advertising and promotional materials and advertising campaigns in print and/or broadcast media. We cannot give any assurance that our marketing efforts ~~will be successful. If they~~ are ~~not~~unsuccessful, ~~revenue~~ we may not beearn ~~sufficient~~enough revenue to ~~cover our fixed costs and we may not~~ become profitable.

WeOur success will depend on investment in marketing resources and the successful implementation of our marketing plan. Our marketing plan may include attendance at trade shows and making private demonstrations, advertising and promotional materials and advertising campaigns in print and/or broadcast media. We cannot give any assurance that our marketing efforts will be ~~unable~~successful. toIf ~~respond~~they are not, revenue may not be sufficient to ~~rapid~~cover our ~~technology~~fixed ~~changes~~costs and ~~innovative~~we ~~products~~may not become profitable.

~~In a~~We ~~constantly changing and innovative technology market with frequent new product introductions, enhancement and modifications, we~~ may be ~~forced~~unable to ~~implement~~respond ~~and~~to ~~develop~~rapid ~~new technologies into our products for anticipation of changing customer requirements that may significantly~~technological ~~impact~~changes ~~costs in order to retain or enhance our competitive position in existing~~ and ~~new~~innovative ~~markets~~products.

6In a constantly changing and innovative technology market with frequent new product introductions, enhancement and modifications, we may be forced to implement and develop new technologies into our products for anticipation of changing customer requirements that may significantly impact costs in order to retain or enhance our competitive position in existing and new markets.

~~There is intense competition in our market.~~6

~~The aerospace~~There ~~and aviation markets are very saturated and intensely competitive. By entering this sector, our management~~ is ~~aware~~intense ~~that~~competition failure to compete with direct market leading companies and new entrants will affect overall business and the product. Therefore, the faster innovative applications and technologies are implemented to the developed product; the better the pricing and commercial business strategies management will be able to offer to businesses purchasing drones. Competitive factors in ~~this~~our market ~~are all related to product performance, price, customer service, training platforms, reputation, sales and marketing effectiveness~~.

~~Future~~The aerospace and aviation ~~acquisitions~~markets ~~may~~are bevery ~~unsuccessful~~saturated and ~~may~~intensely ~~negatively~~competitive. By entering this sector, our management is aware that failure to compete with direct market leading companies and new entrants will affect ~~operations~~overall business and ~~financial~~the ~~condition~~product. Therefore, the faster innovative applications and technologies are implemented to the developed product; the better the pricing and commercial business strategies management will be able to offer to businesses purchasing drones. Competitive factors in this market are all related to product performance, price, customer service, training platforms, reputation, sales and marketing effectiveness.

~~The integration~~Future ofacquisitions ~~businesses,~~may ~~personnel, product lines and technologies can~~ be ~~difficult, time consuming and subject to significant risks.~~unsuccessful ~~Any difficulties could disrupt our ongoing business, distract our management~~ and ~~employees,~~may ~~increase~~negatively ~~our~~affect ~~expenses~~operations and ~~decrease~~financial ~~our revenue~~condition.

WeThe integration of businesses, ~~may~~personnel, product lines and technologies can be ~~unable~~difficult, time consuming and subject to ~~protect~~significant risks. Any difficulties could disrupt our ~~intellectual~~ongoing ~~property~~business, distract our management and employees, increase our expenses and decrease our revenue.

~~Our ability~~We tomay ~~protect~~be ~~proprietary technology and operate without infringing the rights of others will allow our UAV business to compete successfully and achieve future revenue growth. If we are~~ unable to protect ~~proprietary technology or infringe upon the rights of others, it could negatively impact~~ our ~~operating results~~intellectual property.

WeOur ability to protect proprietary ~~will~~technology beand ~~reliant~~operate onwithout ~~information~~infringing ~~systems,~~the ~~electronic~~rights ~~communication~~of ~~systems,~~others ~~and~~will ~~internal~~allow ~~and~~our ~~external~~UAV ~~data~~business to compete successfully and ~~applications~~achieve future revenue growth. If we are unable to protect proprietary technology or infringe upon the rights of others, it could negatively impact our operating results.

~~Business operations~~We ~~and~~will ~~manufacturing~~be ~~are~~reliant ~~dependent~~ on ~~computer~~information ~~hardware~~systems, electronic ~~software and~~ communication systems., ~~Information systems are vulnerable~~ and ~~are subject to failures that could create~~ internal orand external ~~events~~data ~~that will affect our business~~ and ~~operations~~applications. Management is mindful of these risks since we have developed a strategy by adopting third party information technology and system practices. Any breach of security could disrupt our overall UAV business and result in various effects in operations and efficiency. UAVs could encounter increased overhead costs, loss of important information and data, which may also hinder our reputation.

IfBusiness operations and manufacturing weare ~~lose~~dependent ~~our~~on ~~key~~computer ~~personnel~~hardware, orsoftware and communication systems. Information systems are ~~unable~~vulnerable and are subject to ~~hire~~failures that ~~additional~~could ~~personnel,~~create weinternal or external events that will affect our business and operations. Management is mindful of these risks since we have ~~trouble~~developed ~~growing~~a strategy by adopting third party information technology and system practices. Any breach of security could disrupt our overall UAV business and result in various effects in operations and efficiency. UAVs could encounter increased overhead costs, loss of important information and data, which may also hinder our reputation.

~~We depend~~If towe alose ~~large extent on the abilities of~~ our key ~~management.~~personnel ~~The loss of any key employee~~ or ~~our~~are ~~inability~~ unable to ~~attract~~hire oradditional ~~retain~~personnel, ~~other qualified~~we ~~employees~~will ~~could~~have ~~seriously~~trouble ~~impair~~growing our ~~results of operations and financial condition~~business.

~~Our future~~We ~~success~~depend ~~depends on our ability~~ to ~~attract,~~a ~~retain~~large ~~and motivate highly skilled technical, marketing, management, accounting and~~extent ~~administrative~~on ~~personnel.~~the Weabilities ~~plan to hire additional personnel in all areas~~ of our ~~business~~key ~~as we grow~~management. ~~Competition~~The ~~for~~loss ~~qualified~~of ~~personnel is~~any ~~intense.~~key Asemployee aor ~~result,~~our weinability ~~may be unable~~ to attract ~~and~~or retain other qualified ~~personnel. We may also be unable to retain the~~ employees ~~that~~could weseriously ~~currently~~impair ~~employ~~our orresults toof ~~attract~~operations ~~additional technical personnel. The failure to retain~~ and ~~attract the necessary personnel could seriously harm our business,~~ financial condition ~~and results of operations~~.

~~Because~~Our future success depends on our ~~executive~~ability ~~officers~~to ~~collectively~~attract, ~~own~~retain aand ~~majority~~motivate highly skilled technical, marketing, management, accounting and administrative personnel. We plan to hire additional personnel in all areas of our ~~outstanding~~business ~~shares~~as we grow. Competition for qualified personnel is intense. As a result, we ~~they~~may ~~can~~be ~~elect~~unable ~~our~~to ~~directors~~attract ~~without~~and ~~regard~~retain qualified personnel. We may also be unable to ~~other~~retain ~~stockholders’~~the employees that we currently employ or ~~votes~~to attract additional technical personnel. The failure to retain and attract the necessary personnel could seriously harm our business, financial condition and results of operations.

~~Our CEO,~~Because ~~Michael~~our ~~Bannon,~~executive ~~has~~officers ~~majority~~collectively own ~~voting~~a ~~control~~majority ~~through his ownership~~ of ~~250~~our ~~shares~~outstanding ~~of Series A preferred stock. As a result~~shares, hethey ~~may~~ can elect ~~all of~~ our directors, ~~who in turn elect all executive officers,~~ without regard to ~~the votes of~~ other stockholders.’ ~~The voting control of Mr~~votes. Bannon gives him the ability to authorize change-in-control transactions, amendments to our certificate of incorporation and other matters that may not be in the best interests of our minority stockholders. In this regard, Mr. Bannon has absolute control over our management and affairs.

WeOur CEO, Michael Bannon, has ~~face~~majority voting control through his ownership of 250 shares of Series A preferred stock. As a ~~higher~~result, ~~risk~~he may elect all of ~~failure~~our ~~because~~directors, who wein ~~cannot~~turn ~~accurately~~elect ~~forecast~~all executive officers, without regard to the votes of other stockholders. The voting control of Mr. Bannon gives him the ability to authorize change-in-control transactions, amendments to our ~~future~~certificate ~~revenues~~of incorporation and ~~operating~~other ~~results~~matters that may not be in the best interests of our minority stockholders. In this regard, Mr. Bannon has absolute control over our management and affairs.

~~The rapidly~~We ~~changing~~face ~~nature~~a ofhigher ~~the~~risk ~~markets~~of infailure ~~which~~ because we ~~compete~~cannot ~~makes it difficult to~~ accurately forecast our ~~revenues~~future ~~and operating results. Furthermore, we expect our~~ revenues and operating results ~~to fluctuate in the future due to a number of factors, including the following:~~.

●The ~~the~~rapidly ~~timing~~changing nature of ~~sales~~the ofmarkets in which we compete makes it difficult to accurately forecast our ~~UAV~~revenues ~~products;~~and operating results. Furthermore, we expect our revenues and operating results to fluctuate in the future due to a number of factors, including the following:

● ~~unexpected~~the ~~delays~~timing inof ~~introducing~~sales ~~new~~of our UAV products;

● ~~increased~~unexpected ~~expenses,~~delays ~~whether~~in ~~related~~introducing tonew ~~sales~~UAV ~~and marketing, or administration~~products;

● ~~costs~~increased expenses, whether related to ~~anticipated~~sales ~~acquisitions~~and ofmarketing, ~~businesses.~~or administration;

7● costs related to anticipated acquisitions of businesses.

~~Our UAV products may suffer defects.~~7

~~Products may~~Our ~~suffer~~UAV ~~defects~~products ~~that~~ may ~~lead~~suffer ~~to substantial product liability, damage or warranty claims. Given our complex platforms and systems within our product, errors and~~ defects ~~may be related to flight and/or communications~~. Such an event could result in significant expenses arising from product liability, warranty claims, and reduce sales, which could have a material adverse effect on business, financial condition and results of operations.

~~Our~~Products may suffer defects ~~products~~that ~~are~~may ~~subject~~lead to ~~FAA~~substantial ~~regulations~~product liability, damage or warranty claims. Given our complex platforms and systems within our product, errors and defects may be related to flight and/or communications. Such an event could result in significant expenses arising from product liability, warranty claims, and reduce sales, which could have a material adverse effect on business, financial condition and results of operations.

~~Compliance with~~Our ~~the~~products ~~new~~are ~~FAA~~subject ~~regulations~~to byFAA ~~businesses interested in using UAVs may negatively affect commercial usage of our UAVs, which will adversely affect our operations and overall sales~~regulations.

~~Since we~~Compliance ~~intend~~with tothe ~~pursue~~new ~~acquisitions,~~FAA regulations ~~investments~~by orbusinesses ~~other~~interested ~~strategic~~in ~~relationships~~using orUAVs ~~alliances,~~may ~~this~~negatively ~~will~~affect ~~consume~~commercial ~~significant~~usage ~~resources, may~~of beour ~~unsuccessful~~UAVs, ~~and~~which ~~could~~will ~~dilute~~adversely ~~holders~~affect of our operations ~~common~~and ~~stock~~overall sales.

~~Acquisitions~~Since we intend to pursue acquisitions, investments ~~and~~or other strategic relationships ~~and~~or alliances, ifthis ~~pursued,~~will ~~may~~consume ~~involve~~ significant ~~cash expenditures~~resources, ~~debt~~may ~~incurrence, operating~~be ~~losses,~~unsuccessful and ~~expenses that~~ could ~~have~~dilute holders aof ~~material adverse effect on~~ our ~~financial~~common ~~condition and operating results~~stock. ~~Acquisitions involve numerous other risks, including:~~

●Acquisitions, ~~Diversion~~investments and ofother ~~management~~strategic ~~time~~relationships and ~~attention~~alliances, ~~from~~if ~~daily~~pursued, ~~operations;~~may involve significant cash expenditures, debt incurrence, operating losses, and expenses that could have a material adverse effect on our financial condition and operating results. Acquisitions involve numerous other risks, including:

● ~~Difficulties~~Diversion ~~integrating~~of ~~acquired~~management ~~businesses,~~time ~~technologies~~ and ~~personnel~~attention ~~into~~from ~~our~~daily ~~business~~operations;

● ~~Inability~~Difficulties tointegrating ~~obtain~~acquired ~~required~~businesses, ~~regulatory~~technologies ~~approvals~~ and~~/or~~ ~~required~~personnel ~~financing~~into onour ~~favorable terms~~business;

● ~~Entry~~Inability ~~into~~to ~~new~~obtain ~~markets~~required inregulatory ~~which~~approvals weand/or ~~have~~required ~~little~~financing ~~previous~~on ~~experience~~favorable terms;

● ~~Prior~~Entry ~~approval~~into ofnew ~~any~~markets ~~acquisition~~in bywhich ~~TCA~~we ~~(senior~~have ~~lender)~~little previous experience;

●

Potential loss of our key employees, key contractual relationships or key customers of acquired companies; and

●

Assumption of the liabilities and exposure to unforeseen liabilities of acquired companies.

If these types of transactions are pursued, it may be difficult for us to complete these transactions quickly and to integrate these acquired operations efficiently into its current business operations. Any acquisitions, investments or other strategic relationships and alliances by us may ultimately harm our business and financial condition. In addition, future acquisitions may not be as successful as originally anticipated and may result in impairment charges.

We may be required to record a significant charge to earnings as we are required to reassess our goodwill or other intangible assets arising from acquisitions.

We are required under U.S. GAAP to review our intangible assets, including goodwill for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment annually or more frequently if facts and circumstances warrant a review. Factors that may be considered a change in circumstances indicating that the carrying value of our amortizable intangible assets may not be recoverable include a decline in stock price and market capitalization and slower or declining growth rates in our industry. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined. During the year ended September 30, 2019, the Company determined that the carrying value of Goodwill and other intangible assets related to the acquisition Howco were impaired and as a result, charges covering the entire carrying value of those assets was taken into operating results.

Our products may be subject to export regulations; government agencies may require terms that are disadvantageous to our business.

Our business model contemplates working with law enforcement and possibly military agencies. Because we may sell our products to these customers, we may need to register with the U.S. Department of State under its International Trafficking in Arms Regulations (ITAR). If we choose to sell our products overseas, we may be required to obtain a license ~~form~~from the State Department or face substantial fines or, in an extreme case, a shutdown of our business. Additionally, government agencies typically require provisions in their contracts that allow them to terminate agreements or change purchasing terms in their discretion without notice. Such contractual provisions, if exercised by our customers in the future, could have a material adverse effect on our cash flow and business performance.

Risks Associated with the Construction, Environmental Cleaning and Sanitizing Industry

Estimating:

We and/or franchisees may estimate projects incorrectly and ultimately lose money. Depending on the scope and price of the project, this loss could be extensive (in hundreds of thousands or possibly millions).

Regulations:

In the Environmental Cleaning and Sanitizing we must comply with federal and state regulations. Federal OSHA/EPA inspectors or state Safety/Environmental ~~inspectors~~ inspectors might visit our projects and possibly find violations and ultimately levy thousands of dollars in fines on us. Being fined could also damage our reputation with our customers.

Workman’s Compensation

Our employees ~~can~~could ~~become~~potentially suffer ~~injured~~work-related ~~ultimately~~injuries ~~driving~~resulting ~~our~~in ~~workman’s~~future ~~compensation~~increased ~~MOD~~insurance ~~higher forcing us to pay higher~~ premiums. ~~Our~~An injured employee could potentially sue our customers via ~~third~~a third-party lawsuits. If that occurs, ~~contractually~~and depending on our purchase order or contract, weour ~~may~~insurance company or our company could be ~~obligated~~forced to pay ~~defend~~ our ~~customers in~~customer’s ~~court~~settlement costs plus attorneys’ fees.

Theft

By storing equipment and supplies on project jobsites for long periods of time, we may become a victim of theft.

Collections

We may encounter customers who refuse to pay us. We will have to hire attorneys and expend a lot of management’s time collecting money from deadbeat customers.

Poor Workmanship

We may poorly perform on a project and be forced to correct our work ultimately costing us more money than we initially estimated.

Bonding

Larger projects may require bid and performance bonds. Due to our financial situation, we may find it difficult to find a company that will provide us with the necessary bonding capacity to bid larger projects.

Economic Downturn

If the northeast economy begins to go into recession, we may find it difficult to secure enough work to keep our construction businesses going. It appears the economy is peaking and will ultimately slide into a recession.

Risks Related to Consolidated Operations

Since we have acquired Howco and changed its focus to higher margin business resulting in sales declines, it is difficult for potential investors to evaluate our future consolidated business.

We completed the Howco acquisition on September 9, 2016. Therefore, our limited consistent operating history makes it difficult for potential investors to evaluate our business or prospective operations and your purchase of our securities. Sales declines due to efforts to increase gross margin also impacted cash flow which in turn caused liquidity issues. The result has been that some vendors only accept purchase orders on cash on deliver basis. Therefore, we are subject to the risks inherent in the financing, expenditures, complications and delays inherent in a newly combined business. These risks are described below under the risk factor titled “Any future acquisitions that we may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or operating results.”

Failure to manage or protect growth may be detrimental to our business because our infrastructure may not be adequate for expansion.

The Howco acquisition and any planned acquisition require a substantial expansion of our systems, workforce and facilities. We may fail to adequately manage our anticipated future growth. The substantial growth in our operations as a result of the Howco and planned acquisitions is expected to place a significant strain on our administrative, financial and operational resources, and increase demands on our management and on our operational and administrative systems, controls and other resources. Howco’s growth strategy includes broadening its service and product offerings, implementing an aggressive marketing plan and employing leading technologies. There can be no assurance that our systems, procedures and controls will be adequate to support our operations as they expand. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of this growth, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems.

To the extent we acquire other businesses, we will also need to integrate and assimilate new operations, technologies and personnel. The integration of new personnel will continue to result in some disruption to ongoing operations. The ability to effectively manage growth in a rapidly evolving market requires effective planning and management processes. We will need to continue to improve operational, financial and managerial controls, reporting systems and procedures, and will need to continue to expand, train and manage our work force. There can be no assurance that we would be able to accomplish such an expansion on a timely basis. If we are unable to affect any required expansion and are unable to perform under contracts on a timely and satisfactory basis, the reputation and eligibility to secure additional contracts in the future could be damaged. The failure to perform could also result in a contract terminations and significant liability. Any such result would adversely affect our business and financial condition.

We will need to increase the size of our organization, and we may experience difficulties in managing growth, which would hurt our financial performance.

In addition to employees hired from Howco and any other companies which we may acquire, we will need to expand our employee infrastructure for managerial, operational, financial and other resources at the parent company level. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional employees. Our future financial performance and our ability to commercialize our product candidates and to compete effectively will depend, in part, on our ability to manage any future growth effectively.

In order to manage our future growth, we will need to continue to improve our management, operational and financial controls and our reporting systems and procedures. All of these measures will require significant expenditures and will demand the attention of management. If we do not continue to enhance our management personnel and our operational and financial systems and controls in response to growth in our business, we could experience operating inefficiencies that could impair our competitive position and could increase our costs more than we had planned. If we are unable to manage growth effectively, our business, financial condition and operating results could be adversely affected.

Our business depends on experienced and skilled personnel, and if we are unable to attract and integrate skilled personnel, it will be more difficult for us to manage our business and complete contracts.

The success of our business depends on the skill of our personnel. Accordingly, it is critical that we maintain, and continue to build, a highly experienced management team and specialized workforce, including sales professionals. Competition for personnel, particularly those with expertise in government consulting and a security clearance is high, and identifying candidates with the appropriate qualifications can be costly and difficult. We may not be able to hire the necessary personnel to implement our business strategy given our anticipated hiring needs, or we may need to provide higher compensation or more training to our personnel than we currently anticipate. In addition, our ability to recruit, hire and indirectly deploy former employees of the U.S. Government is subject to complex laws and regulations, which may serve as an impediment to our ability to attract such former employees.

Our business is labor intensive and our success depends on our ability to attract, retain, train and motivate highly skilled employees, including employees who may become part of our organization in connection with future acquisitions. The increase in demand for consulting, technology integration and managed services has further increased the need for employees with specialized skills or significant experience in these areas. Our ability to expand our operations will be highly dependent on our ability to attract a sufficient number of highly skilled employees and to retain our employees and the employees of companies that we have acquired. We may not be successful in attracting and retaining enough employees to achieve our desired expansion or staffing plans. Furthermore, the industry turnover rates for these types of employees are high and we may not be successful in retaining, training or motivating our employees. Any inability to attract, retain, train and motivate employees could impair our ability to adequately manage and complete existing projects and to accept new client engagements. Such inability may also force us to increase our hiring of independent contractors, which may increase our costs and reduce our profitability on client engagements. We must also devote substantial managerial and financial resources to monitoring and managing our workforce. Our future success will depend on our ability to manage the levels and related costs of our workforce.

In the event we are unable to attract, hire and retain the requisite personnel and subcontractors, we may experience delays in completing contracts in accordance with project schedules and budgets, which may have an adverse effect on our financial results, harm our reputation and cause us to curtail our pursuit of new contracts. Further, any increase in demand for personnel may result in higher costs, causing us to exceed the budget on a contract, which in turn may have an adverse effect on our business, financial condition and operating results and harm our relationships with our customers.

We expect to expand our business, in part, through future acquisitions, but we may not be able to identify or complete suitable acquisitions, which could harm our financial performance.

Acquisitions are a significant part of our growth strategy. We continually review, evaluate and consider potential investments and acquisitions. In such evaluations, we are required to make difficult judgments regarding the value of business opportunities and the risks and cost of potential liabilities. We plan to use acquisitions of companies or technologies to expand our project skill-sets and capabilities, expand our geographic markets, add experienced management and increase our product and service offerings. Although we have identified several acquisition considerations, we may be unable to implement our growth strategy if we cannot reach agreement with acquisition targets on acceptable terms or arrange required financing for acquisitions on acceptable terms. In addition, the time and effort involved in attempting to identify acquisition candidates and consummate acquisitions may divert members of our management from the operations of our company.

Any future acquisitions that we may make could disrupt our business, cause dilution to our stockholders and harm our business, financial condition or operating results.

If we are successful in consummating acquisitions, those acquisitions could subject us to a number of risks, including, but not limited to:

●

the purchase price we pay and/or unanticipated costs could significantly deplete our cash reserves or result in dilution to our existing stockholders;

●

we may find that the acquired company or technologies do not improve market position as planned;

●

we may have difficulty integrating the operations and personnel of the acquired company, as the combined operations will place significant demands on the Company’s management, technical, financial and other resources;

●

key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;

●

we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;

●

we may assume or be held liable for risks and liabilities (including environmental-related costs) as a result of our acquisitions, some of which we may not be able to discover during our due diligence or adequately adjust for in our acquisition arrangements;

●

our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;

●

we may incur one-time write-offs or restructuring charges in connection with the acquisition;

●

we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings; and

●

we may not be able to realize the cost savings or other financial benefits we anticipated.

We cannot assure you that we will successfully integrate or profitably manage any acquired business. In addition, we cannot assure you that, following any acquisition, our continued business will achieve sales levels, profitability, efficiencies or synergies that justify acquisition or that the acquisition will result in increased earnings for us in any future period. These factors could have a material adverse effect on our business, financial condition and operating results.

Insurance and contractual protections may not always cover lost revenue, increased expenses or liquidated damages payments, which could adversely affect our financial results.

Although we maintain insurance and intend to obtain warranties from suppliers, obligate subcontractors to meet certain performance levels and attempt, where feasible, to pass risks we cannot control to our customers, the proceeds of such insurance, warranties, performance guarantees or risk sharing arrangements may not be adequate to cover lost revenue, increased expenses or liquidated damages payments that may be required in the future.

If we are unable to comply with certain financial and operating restrictions in our credit facilities, we may be limited in our business activities and access to credit or may default under our credit facilities.

Pursuant to our Credit Agreement with TCA, now owned by Ekimnel Strategies LLC controlled by Michael Bannon, our CEO, all of our assets, including the assets of Howco, are secured with our senior lender. Provisions in the Credit Agreement and debt instruments impose restrictions or require prior approval on our and certain of our subsidiaries’ ability to, among other things:

●

incur additional debt;

●

pay cash dividends and make distributions;

●

make certain investments and acquisitions;

●

guarantee the indebtedness of others or our subsidiaries;

●

redeem or repurchase capital stock;

●

create liens or encumbrances;

●

enter into transactions with affiliates;

●

engage in new lines of business;

●

sell, lease or transfer certain parts of our business or property;

●

restrictions on incurring obligations for capital expenditures;

●

issue additional capital stock of the Company or any subsidiary of the Company;

●

acquire new companies and merge or consolidate.

These agreements also contain other customary covenants, including covenants that require us to meet specified financial ratios and financial tests. We may not be able to comply with these covenants in the future. Our failure to comply with these covenants may result in the declaration of an event of default and cause us to be unable to borrow under our credit facilities and debt instruments. In addition to preventing additional borrowings under these agreements, an event of default, if not cured or waived, may result in the acceleration of the maturity of indebtedness outstanding under these agreements, which would require us to pay all amounts outstanding. If the maturity of our indebtedness is accelerated, we may not have sufficient funds available for repayment or we may not have the ability to borrow or obtain sufficient funds to replace the accelerated indebtedness on terms acceptable to us or at all. Our failure to repay our bank indebtedness would result in the bank foreclosing on all or a portion of our assets and force us to curtail our operations.

~~Our obligations~~We tomay ~~our~~be ~~senior~~subject ~~secured~~to ~~lender,~~damages ~~TCA,~~resulting ~~are secured by a security interest in substantially all of our assets, so if we default~~from onclaims ~~those~~that ~~obligations,~~the ~~TCA~~Company ~~could foreclose on, liquidate and/~~or ~~take possession of~~ our ~~assets.~~employees Ifhave ~~that~~wrongfully ~~were~~used toor ~~happen,~~disclosed wealleged ~~could~~trade besecrets ~~forced to~~of ~~curtail,~~their orformer ~~even to cease, our operations~~employers.

~~Under the~~Upon ~~Credit~~completion ~~Facility,~~of ~~effective~~any ~~September~~acquisitions by ~~13,~~the ~~2016~~Company, ~~with~~we ~~TCA~~may ~~Global~~be ~~Credit~~subject ~~Master~~to ~~Fund,~~claims ~~L.P.~~that ~~(“TCA”),~~our weacquired ~~borrowed~~companies ~~$3.5 million to acquire Howco~~ and ~~pay~~their ~~certain~~employees ~~creditors.~~may ~~The~~have ~~initial~~inadvertently ~~loan~~or ~~was~~otherwise ~~due~~used ~~18 months from the date of the loan and an interest rate of 18%~~or ~~per~~disclosed ~~annum~~trade ~~and~~secrets aor ~~default~~other ~~interest~~proprietary ~~rate~~information of ~~25%~~former ~~per~~employers ~~annum~~or competitors. ~~The~~le ~~note,~~may ~~accrued~~be ~~interest,~~necessary ~~contingency~~to ~~and~~defend ~~advisory~~against ~~fees were restructured and~~these asclaims. ofEven ~~September~~if ~~30, 2022,~~ we ~~had~~are ~~approximately~~successful ~~$5,326,285~~ in ~~outstanding~~defending ~~principal~~against ~~and~~these $2claims,~~377,557~~ ~~interest~~litigation ~~owed~~could toresult ~~TCA,~~ in ~~addition~~substantial ~~to $421,587,~~costs ~~outstanding~~and ~~under~~be ~~the 3(~~a~~)(10)~~ ~~settlement~~distraction to ~~agreement~~management. ~~Under~~If ~~the~~we ~~terms~~fail ofin ~~the~~defending ~~Credit~~such ~~Facility~~claims, ~~all~~in ~~amounts~~addition ~~due~~to ~~under~~paying itmoney ~~are~~claims, ~~secured by~~we ~~our~~may ~~assets,~~lose ~~including~~valuable ~~the~~intellectual ~~assets~~property ofrights or ~~Howco~~personnel. AsA aloss ~~result~~ of ~~being~~key inresearch ~~default~~personnel ofor ~~our~~their ~~payment~~work ~~obligations~~product ~~under the Credit Facility, TCA~~ could ~~foreclose~~hamper ~~on its security interest and liquidate~~ or ~~take~~prevent ~~possession~~our ofability ~~some~~to orcommercialize ~~all~~certain ~~of these assets~~products, which ~~would~~could severely harm our business~~, financial condition and results of operations and could require us to curtail, or even to cease, operations~~.

~~On September 6, 2019 the Company received a default notice on its payment obligations under the senior secured credit facility agreement from TCA.~~ The ~~Company~~loss ~~has proposed a number~~ of ~~solutions~~our ~~including~~Chief ~~refinancing~~Executive ~~the~~Officer (CEO) ~~debt~~or ~~with~~ other ~~parties.~~key ~~TCA’s~~personnel ~~funds~~may ~~and~~adversely ~~management companies~~affect ~~are~~our ~~no longer operating and in receivership~~operations. ~~The Company expects a favorable settlement following communication with the receiver.~~

~~TCA~~The Company’s success ~~has~~depends ~~certain~~to ~~rights~~a significant extent upon anthe ~~event~~operation, experience, and continued services of ~~default~~certain ~~under~~of its ~~Credit~~officers, ~~Facility~~including ~~that~~our ~~could~~CEO, as ~~harm~~well as other key personnel. While our ~~business~~CEO and the executive officers of Howco are all employed under employment contracts, ~~financial~~there ~~condition~~is no ~~and~~assurance ~~results~~we will be able to retain their services. The loss of our CEO or several of the other key personnel could have an adverse ~~operations~~effect on the Company. If the CEO or other executive officers were to leave, we would face substantial difficulty in hiring a qualified successor and could ~~require~~experience usa toloss ~~curtail~~in orproductivity ~~cease~~while any successor obtains the necessary training and experience. In addition, our ~~operations~~CEO, CFO and other key personnel do not have prior experience in SEC reporting obligations. Furthermore, we do not maintain “key person” life insurance on the lives of any executive officer and their death or incapacity would have a material adverse effect on us. The competition for qualified personnel is intense, and the loss of services of certain key personnel could adversely affect our business.

~~In light~~Internal ofsystem ~~being~~or inservice ~~default~~failures ~~under~~could disrupt our ~~payment~~business ~~obligations~~and toimpair ~~TCA,~~our itability ~~has certain rights under the Credit Facility~~ to ~~protect~~effectively ~~its~~provide ~~financial position,~~our ~~including~~services ~~an increase in the interest rate on any amounts in default under the terms of the Credit Facility, the right to accelerate the payment of any outstanding loans made pursuant to the Credit Facility~~ and ~~the~~products ~~right~~ to ~~foreclose on~~ our ~~assets~~customers, ~~among~~which ~~other~~could ~~rights. The~~damage ~~Credit Facility includes in its definition of an event of default, among other occurrences, the failure to pay any principal or interest when due,~~ our ~~termination, winding up, liquidation or dissolution, a change of control, a material adverse change in our financial condition~~ reputation and ~~the~~adversely ~~filing~~affect ~~of any lien not bonded, vacated or dismissed within 60 days of its filing. The exercise of any of these rights upon an event of default could substantially harm~~ our ~~financial~~revenues ~~condition~~ and ~~force us to curtail, or even to cease, our operations~~profitability.

WeAny system or service disruptions, ~~may~~including bethose caused by ongoing projects to improve our information technology systems and the delivery of services, if not anticipated and appropriately mitigated, could have a material adverse effect on our business including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed and produce accurate financial statements in a timely manner. We are also subject to ~~damages~~systems ~~resulting~~failures, ~~from~~including network, software or hardware failures, whether caused by us, third-party service providers, cyber security threats, natural disasters, power shortages, terrorist attacks or other events, which could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and ~~that~~damage our reputation. In addition, the ~~Company~~failure or disruption of our ~~employees~~communications ~~have~~or ~~wrongfully~~utilities ~~used~~could cause us to interrupt or ~~disclosed~~suspend our ~~alleged~~operations ~~trade~~or ~~secrets~~otherwise adversely affect our business. Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of ~~their~~any ~~former~~system ~~employers~~or operational failure or disruption and, as a result, our future results could be adversely affected.

Upon completion of any acquisitions by the Company, we may be subject to claims that our acquired companies and their employees may have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers or competitors. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. If we fail in defending such claims, in addition to paying money claims, we may lose valuable intellectual property rights or personnel. A loss of key research personnel or their work product could hamper or prevent our ability to commercialize certain products, which could severely harm our business.13

13Our financial performance could be adversely affected by decreases in spending on technology products and services by our public sector customers.

~~The~~Our sales to our public sector ~~loss~~customers ofare impacted by government spending policies, budget priorities and revenue levels. Although our ~~Chief~~sales ~~Executive~~to ~~Officer~~the federal government are diversified across multiple agencies and departments, they collectively accounted for approximately 85% of Howco’s net sales for fiscal 2023. An adverse change in government spending policies (~~CEO~~including budget cuts at the federal level resulting from sequestration), budget priorities or ~~other~~revenue ~~key~~levels ~~personnel~~could ~~may~~cause our public sector customers to reduce their purchases or to terminate or not renew their contracts with us, which could adversely affect our business, results of operations or cash flows.

~~The Company’s~~Our ~~success~~business ~~depends~~could tobe aadversely ~~significant extent upon the operation, experience, and continued services of certain of its officers,~~affected ~~including~~by ~~our CEO, as well as other key personnel. While our CEO and~~ the ~~executive officers of Howco are all employed under employment contracts, there is no assurance we will be able to retain their services. The~~ loss of ~~our~~certain ~~CEO~~vendor orpartner ~~several~~relationships ~~of the other key personnel could have an adverse effect on the Company. If the CEO or other executive officers were to leave, we would face substantial difficulty in hiring a qualified successor~~ and ~~could experience a loss in productivity while any successor obtains~~ the ~~necessary~~availability training and experience. In addition, our CEO, CFO and other key personnel do not have prior experience in SEC reporting obligations. Furthermore, we do not maintain “key person” life insurance on the lives of ~~any executive officer and~~ their ~~death or incapacity would have a material adverse effect on us~~products. ~~The competition for qualified personnel is intense, and the loss of services of certain key personnel could adversely affect our business.~~

~~Internal system~~We orpurchase ~~service~~products ~~failures~~for ~~could~~resale from ~~disrupt~~vendor ~~our~~partners, ~~business~~which include OEMs and ~~impair~~wholesale ~~our~~distributors. ~~ability~~We are authorized by vendor partners to ~~effectively~~sell ~~provide~~all ~~our~~or ~~services~~some ~~and~~of their products via direct marketing activities. Our authorization with each vendor partner is subject to ~~our~~specific terms and conditions regarding ~~customers~~such things as sales channel restrictions, ~~which~~product ~~could~~return ~~damage~~privileges, ~~our~~price ~~reputation~~protection policies and ~~adversely~~purchase ~~affect~~discounts. In the event we were to lose one of our ~~revenues~~significant ~~and~~vendor ~~profitability~~partners, our business could be adversely affected. As mentioned above a few vendors have put the Company on a cash on delivery basis.

~~Any system~~We orexpect ~~service disruptions, including those caused by ongoing projects~~ to ~~improve~~enter ~~our~~into ~~information~~joint ~~technology systems and the delivery of services~~ventures, ~~if not anticipated and appropriately mitigated, could have a material adverse effect on our business including, among other~~ ~~things,~~teaming ~~an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed~~ and produce accurate financial statements in a timely manner. We are also subject to systems failures, including network, software or hardware failures, whether caused by us, third-party service providers, cyber security threats, natural disasters, power shortages, terrorist attacks or other ~~events~~arrangements, ~~which could cause loss of data~~ and ~~interruptions~~these oractivities ~~delays~~involve inrisks ~~our business, cause us to incur remediation costs, subject us to claims~~ and ~~damage our reputation~~uncertainties. In addition, the failure or disruption of our communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely affect our business. Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our future results could be adversely affected.

~~Our~~We expect to enter into joint ~~financial~~ventures, ~~performance~~teaming ~~could~~and beother ~~adversely~~arrangements. ~~affected~~These byactivities ~~decreases~~involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in ~~spending~~certain onliabilities ~~technology~~to ~~products~~us for guarantees and ~~services~~other bycommitments, the challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our ~~public~~partners ~~sector~~and ~~customers~~the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements.

Our ~~sales~~ tobusiness ~~our public sector customers are impacted by government spending policies, budget priorities~~ and ~~revenue~~operations ~~levels.~~expose ~~Although~~us ~~our~~to ~~sales~~numerous tolegal ~~the~~and ~~federal~~regulatory ~~government~~requirements ~~are diversified across multiple agencies~~ and ~~departments,~~any ~~they~~violation ~~collectively accounted for approximately 89%~~ of ~~Howco’s~~these ~~net~~requirements ~~sales for fiscal 2022. An adverse change in government spending policies (including budget cuts at the federal level resulting from sequestration), budget priorities or revenue levels~~ could ~~cause~~harm our ~~public sector customers to reduce their purchases or to terminate or not renew their contracts with us, which could adversely affect our~~ business~~, results of operations or cash flows~~.

~~Our~~We are subject to numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration, taxation, anticorruption, import/export controls, trade restrictions, internal and disclosure control obligations, securities regulation and anti-competition. Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources. We are also focused on expanding our business ~~could~~in becertain ~~adversely~~identified ~~affected~~growth byareas, such as health information technology, energy and environment, which are highly regulated and may expose us to increased compliance risk. Violations of one or more of these diverse legal requirements in the ~~loss~~conduct of ~~certain~~our ~~vendor~~business ~~partner~~could ~~relationships~~result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations or contractual obligations related to regulatory compliance in connection with the ~~availability~~performance of ~~their~~customer ~~products~~contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.

~~We purchase~~If ~~products~~we ~~for~~do ~~resale~~not ~~from~~adequately ~~vendor~~protect ~~partners,~~our ~~which include OEMs and wholesale distributors. We are authorized by vendor partners~~intellectual toproperty sell all or some of their products via direct marketing activities. Our authorization with each vendor partner is subject to specific terms and conditions regarding such things as sales channel restrictionsrights, ~~product return privileges, price protection policies and purchase discounts. In the event~~ we ~~were~~may toexperience ~~lose~~a ~~one~~loss of ~~our~~revenue ~~significant~~and ~~vendor partners,~~ our ~~business~~operations ~~could~~may be ~~adversely~~materially ~~affected~~harmed. ~~As mentioned above a few vendors have put the Company on a cash on delivery basis.~~

We registered a patent during ~~expect~~fiscal year 2021 and have contracted an attorney to ~~enter~~search ~~into~~any ~~joint~~potential ~~ventures~~infringements. In addition, ~~teaming~~we rely upon confidentiality agreements signed by our employees, consultants and ~~other~~third ~~arrangements~~parties to protect our intellectual property. We cannot assure you that we can adequately protect our intellectual property or successfully prosecute potential infringement of our intellectual property rights. Also, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these ~~activities~~types ~~involve~~of ~~risks~~conflicts to our satisfaction. Our failure to protect our intellectual property rights may result in a loss of revenue and ~~uncertainties~~could materially adversely affect our operations and financial condition.

We expect to enter into joint ventures, teaming and other arrangements. These activities involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees and other commitments, the challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements.14

14Risks Relating to Howco’s Business and Industry

~~Our business~~We ~~and~~depend ~~operations~~on ~~expose~~the usU.S. toGovernment ~~numerous~~for ~~legal~~a ~~and~~substantial portion ~~regulatory~~of ~~requirements~~our business and ~~any~~changes ~~violation~~in ofgovernment ~~these~~defense ~~requirements~~spending could ~~harm~~have adverse consequences on our financial position, results of operations and business.

~~We are~~Approximately ~~subject~~85% toof our U.S. ~~numerous~~revenues ~~federal,~~from ~~state~~Howco’s ~~and~~operations ~~foreign~~in ~~legal~~fiscal ~~requirements~~2023 onhave ~~matters~~been asfrom ~~diverse~~and aswill ~~data~~continue ~~privacy~~to ~~and~~be ~~protection,~~from ~~employment~~ sales and ~~labor~~services ~~relations,~~rendered ~~immigration,~~directly or ~~taxation,~~indirectly ~~anticorruption,~~to ~~import/export~~the ~~controls,~~U.S. ~~trade~~Government. ~~restrictions,~~Our ~~internal~~revenues ~~and~~from ~~disclosure~~the ~~control obligations,~~U.S. ~~securities~~Government ~~regulation~~largely ~~and~~result ~~anti-competition.~~from ~~Compliance~~contracts ~~with~~awarded ~~diverse~~to ~~and~~us ~~changing~~under ~~legal~~various U.S. ~~requirements~~Government ~~is costly~~programs, ~~time~~primarily defense-~~consuming and~~related ~~requires~~programs ~~significant~~with ~~resources.~~the WeDepartment ~~are~~of ~~also~~Defense ~~focused~~(DoD), onas ~~expanding~~well ~~our~~as ~~business~~a inbroad ~~certain~~range ~~identified~~of ~~growth~~programs with ~~areas,~~the ~~such~~Department asof ~~health information~~Homeland ~~technology~~Security, ~~energy~~the ~~and~~intelligence ~~environment,~~community ~~which~~and ~~are~~other ~~highly~~departments ~~regulated~~ and ~~may~~agencies. ~~expose~~Cost uscutting toincluding ~~increased~~through consolidation ~~compliance~~and ~~risk.~~elimination ~~Violations~~ of ~~one~~duplicative ororganizations ~~more~~and ofinsurance ~~these~~has ~~diverse~~become ~~legal~~a ~~requirements~~major ininitiative ~~the~~for ~~conduct~~DoD. The funding of our ~~business~~programs is ~~could~~subject ~~result~~to inthe ~~significant~~overall ~~fines~~U.S. Government budget and ~~other~~appropriation ~~damages, criminal~~decisions ~~sanctions~~and ~~against~~processes uswhich orare ~~our~~driven ~~officers,~~by ~~prohibitions~~numerous onfactors, ~~doing~~including geo-political ~~business~~events and ~~damage~~macroeconomic toconditions. ~~our~~The ~~reputation.~~overall ~~Violations~~level of ~~these~~U.S. ~~regulations or~~defense ~~contractual~~spending ~~obligations~~increased ~~related~~in torecent ~~regulatory~~years ~~compliance~~for numerous reasons, including increases in ~~connection~~funding of operations in Iraq and Afghanistan. However, with the ~~performance~~winding down of ~~customer~~both ~~contracts~~wars, ~~could~~defense ~~also~~spending ~~result~~levels inare ~~liability~~becoming ~~for~~increasingly ~~significant~~difficult ~~monetary~~to ~~damages,~~predict ~~fines~~ and~~/or~~ ~~criminal~~are ~~prosecution,~~expected ~~unfavorable~~to ~~publicity~~be ~~and~~affected ~~other~~by ~~reputational~~numerous ~~damage, restrictions~~factors. onSuch ~~our~~factors ~~ability~~include topriorities ~~compete~~of the ~~for~~Administration ~~certain~~and ~~work~~the Congress, and ~~allegations~~the byoverall ~~our~~health ~~customers~~of ~~that~~the weU.S. ~~have~~and ~~not~~world ~~performed~~economies ~~our~~and ~~contractual~~the ~~obligations~~state of governmental finances.

IfWe expect that budgetary constraints weand doconcerns ~~not~~related ~~adequately~~to ~~protect~~the ~~our~~national ~~intellectual~~debt ~~property~~will ~~rights~~continue to place downward pressure on DoD spending levels and that implementation of the automatic spending cuts without change will reduce, wedelay ~~may~~or ~~experience~~cancel afunding ~~loss~~for certain of ~~revenue~~our contracts - particularly those with unobligated balances - and programs and could adversely impact our operations, ~~may~~financial beresults ~~materially harmed~~and growth prospects.

~~We registered~~Significant areduction ~~patent~~in ~~during~~defense spending ~~the~~could ~~year ended September 30, 2021 and~~ have ~~contracted~~long-term anconsequences ~~attorney~~for toour ~~search~~size ~~any~~and ~~potential infringements~~structure. In addition, wereduction ~~rely~~in ~~upon~~government ~~confidentiality~~priorities ~~agreements~~and ~~signed~~requirements could byimpact ~~our~~the ~~employees~~funding, ~~consultants~~or ~~and~~the ~~third~~timing ~~parties~~of tofunding, ~~protect~~of our ~~intellectual property.~~programs, Wewhich ~~cannot~~could ~~assure~~negatively ~~you~~impact ~~that we can adequately protect~~ our ~~intellectual~~results ~~property or successfully prosecute potential infringement~~ of ~~our~~operations ~~intellectual~~and ~~property rights~~financial condition. ~~Also~~In addition, we ~~cannot~~are ~~assure~~involved ~~you that others will not assert rights~~ in, orU.S. ~~ownership~~Government ofprograms, ~~trademarks~~which ~~and other~~are ~~proprietary~~classified ~~rights~~by ofthe ~~ours~~U.S. orGovernment ~~that~~and weour ~~will~~ability ~~be able~~ to ~~successfully~~discuss these ~~resolve~~programs, ~~these~~including ~~types~~any ofrisks ~~conflicts~~and todisputes ~~our~~and ~~satisfaction.~~claims ~~Our~~associated ~~failure to~~with ~~protect~~and our ~~intellectual~~performance ~~property~~under ~~rights~~such ~~may~~programs, ~~result in a loss of revenue and~~ could ~~materially~~be ~~adversely~~limited due ~~affect~~to ~~our~~applicable ~~operations~~security ~~and financial condition~~restrictions.

~~Risks~~The U.S. Government Systems spare parts ~~Relating~~business is intensely competitive and we may not be able to ~~Howco’s~~win ~~Business~~government bids when competing against much larger companies, which could reduce our revenues and ~~Industry~~profitability.

WeLarge spare parts contracts ~~depend~~awarded onby the U.S. Government ~~for~~are few in number and are awarded through a ~~substantial~~formal ~~portion~~competitive ofbidding ~~our~~process, ~~business~~including indefinite delivery/indefinite quantity (“IDIQ”), GSA Schedule and ~~changes~~other multi-award contracts. Bids are awarded on the basis of price, compliance with technical bidding specifications, technical expertise and, in ~~government~~some ~~defense~~cases, ~~spending~~demonstrated ~~could~~management ~~have~~ability ~~adverse~~to perform the contract. There can be ~~consequences~~no onassurance ~~our~~that ~~financial~~the ~~position~~Company will win and/or fulfill additional contracts. Moreover, ~~results~~the award of ~~operations~~these contracts is subject to protest procedures and ~~business~~there can be no assurance that the Company will prevail in any ensuing legal protest. Howco’s failure to secure a significant dollar volume of U.S. Government contracts in the future would adversely affect us.

~~Approximately 89%~~The ~~of our~~ U.S. ~~revenues~~Government ~~from~~spare parts ~~Howco’s~~business ~~operations~~is inintensely ~~fiscal~~competitive ~~2022 have been from~~ and ~~will~~subject ~~continue~~ to berapid ~~from~~change. ~~sales~~Many ~~and~~of ~~services rendered~~the ~~directly~~existing orand ~~indirectly~~potential tocompetitors ~~the~~have ~~U.S.~~greater ~~Government.~~financial, operating ~~Our~~and ~~revenues~~technological ~~from~~resources ~~the~~than UHowco.S. ~~Government~~The ~~largely~~competitive ~~result~~environment ~~from~~may ~~contracts~~require ~~awarded~~us to us ~~under~~make ~~various~~changes ~~U.S.~~in ~~Government~~our ~~programs~~pricing, ~~primarily~~services or ~~defense-related~~marketing. ~~programs~~The ~~with~~competitive ~~the~~bidding ~~Department~~process ofinvolves ~~Defense~~substantial ~~(DoD),~~costs asand ~~well as~~ a ~~broad range~~number of ~~programs with the Department of Homeland Security~~risks, ~~the~~including ~~intelligence~~significant ~~community~~cost and ~~other departments and agencies. Cost cutting~~managerial ~~including~~time ~~through~~to ~~consolidation~~prepare ~~and~~bids ~~elimination of duplicative organizations~~ and ~~insurance~~proposals ~~has become a major initiative~~ for ~~DoD.~~contracts ~~The funding~~that ofmay ~~our~~not ~~programs~~be isawarded ~~subject~~ to ~~the~~us, ~~overall~~or ~~U.S.~~that ~~Government~~may ~~budget~~be ~~and~~awarded, ~~appropriation~~but ~~decisions~~for ~~and processes~~ which ~~are~~we ~~driven~~do bynot receive ~~numerous~~meaningful ~~factors~~revenues. Accordingly, ~~including~~our ~~geo-political~~success ~~events~~depends ~~and~~on ~~macroeconomic~~our ~~conditions.~~ability ~~The~~to ~~overall~~develop ~~level~~services ofand ~~U.S.~~products ~~defense~~that ~~spending~~address ~~increased~~changing inneeds and ~~recent~~to ~~years~~provide ~~for~~people ~~numerous~~and ~~reasons,~~technology ~~including~~needed ~~increases~~to indeliver ~~funding~~these ofservices ~~operations in Iraq~~ and ~~Afghanistan~~products. ~~However,~~To ~~with~~remain ~~the~~competitive, ~~winding~~we ~~down of~~must ~~both~~consistently ~~wars~~provide superior service, ~~defense~~technology ~~spending~~and ~~levels~~performance ~~are~~on ~~becoming~~a ~~increasingly~~cost-effective ~~difficult~~basis to ~~predict~~our ~~and~~customers. ~~are~~Our ~~expected~~response to becompetition ~~affected~~could bycause ~~numerous~~us ~~factors. Such~~to ~~factors~~expend ~~include~~significant financial ~~priorities~~and ofother ~~the~~resources, ~~Administration~~disrupt ~~and~~our ~~the Congress~~operations, ~~and~~strain ~~the~~relationships ~~overall~~with ~~health~~partners, any of ~~the~~which ~~U.S.~~could ~~and~~harm ~~world~~our ~~economies~~business and ~~the~~/or ~~state~~financial ~~of governmental finances~~condition.

~~We expect~~Our ~~that~~financial ~~budgetary~~performance ~~constraints~~is ~~and~~dependent ~~concerns~~on our ~~related~~ability to ~~the~~perform ~~national debt will continue to place downward pressure~~ on ~~DoD~~our ~~spending levels~~U.S. ~~and~~Government ~~that~~contracts, ~~implementation~~which ofare ~~the~~subject ~~automatic~~to ~~spending~~termination ~~cuts~~for ~~without change will reduce~~convenience, ~~delay~~which ~~or cancel funding for certain of our contracts - particularly those with unobligated balances - and programs and~~ could ~~adversely~~harm ~~impact~~ our ~~operations,~~ financial ~~results~~ ~~and growth prospects~~performance.

~~Significant reduction~~Our infinancial ~~defense~~performance is ~~spending~~largely ~~could~~dependent ~~have~~on ~~long-term~~our ~~consequences~~performance ~~for~~under our ~~size~~U.S. ~~and~~Government ~~structure~~contracts. InGovernment ~~addition,~~customers ~~reduction~~have inthe ~~government~~right ~~priorities~~to cancel any contract ~~and~~for ~~requirements~~its ~~could~~convenience. ~~impact~~An ~~the~~unanticipated ~~funding~~termination of, or reduced purchases under, one of the ~~timing~~Company’s major contracts whether due to lack of funding, offor ~~our~~convenience ~~programs~~or otherwise, ~~which~~or the occurrence of delays, cost overruns and product failures could ~~negatively~~adversely impact our results of operations and financial condition. InIf ~~addition~~one of our contracts were terminated for convenience, we ~~are~~would ~~involved~~generally inbe Uentitled to payments for our allowable costs and would receive some allowance for profit on the work performed.S. ~~Government~~If ~~programs~~one of our contracts were terminated for default, ~~which~~we ~~are~~would ~~classified~~generally be entitled to payments for our work that has been accepted by the Ugovernment.S. ~~Government~~A termination arising out of our default could expose us to liability and have a negative impact on our ability to ~~discuss~~obtain ~~these~~future ~~programs~~contracts and orders. Furthermore, on ~~including~~contracts ~~any~~for ~~risks~~which ~~and~~we ~~disputes~~are a subcontractor and ~~claims~~not ~~associated~~the ~~with~~prime ~~and~~contractor, ~~our~~the ~~performance~~U.S. ~~under~~Government ~~such~~could ~~programs,~~terminate the prime contract for ~~could~~convenience beor ~~limited~~otherwise, ~~due~~irrespective toof ~~applicable~~our ~~security~~performance ~~restrictions~~as a subcontractor.

~~The U.S.~~Our ~~Government~~failure ~~Systems~~to ~~spare~~comply ~~parts~~with ~~business~~a isvariety ~~intensely~~of complex ~~competitive~~procurement rules and weregulations ~~may~~could ~~not~~result bein ~~able~~our tobeing ~~win~~liable ~~government~~for ~~bids~~penalties, ~~when~~including ~~competing~~termination ~~against much~~of ~~larger~~our ~~companies~~U.S. Government contracts, ~~which~~disqualification ~~could~~from ~~reduce~~bidding ~~our~~on ~~revenues~~future U.S. Government contracts and ~~profitability~~suspension or debarment from U.S. Government contracting that could adversely affect our financial condition.

~~Large~~We must comply with laws and ~~spare~~regulations ~~parts~~relating to the formation, administration and performance of U.S. Government contracts, ~~awarded~~which byaffect ~~the~~how we do business with our customers and may impose added costs on our business. U.S. Government contracts generally are ~~few~~subject into ~~number~~the Federal Acquisition Regulation (FAR), which sets forth policies, procedures and ~~are~~requirements ~~awarded~~for ~~through~~the aacquisition ~~formal~~of ~~competitive~~goods ~~bidding~~and ~~process~~services by the U.S. Government, department-specific ~~including~~regulations ~~indefinite~~that ~~delivery/indefinite~~implement ~~quantity~~or ~~(“IDIQ”)~~supplement DFAR, ~~GSA~~such ~~Schedule~~as the DOD’s Defense Federal Acquisition Regulation Supplement (DFARS) and other applicable ~~multi-award~~laws ~~contracts~~and regulations. ~~Bids~~We are ~~awarded on~~also subject to the ~~basis~~Truth ofin ~~price~~Negotiations Act, ~~compliance~~which requires certification and disclosure of cost and pricing data in connection with ~~technical~~certain ~~bidding~~contract ~~specifications~~negotiations; the Procurement Integrity Act, ~~technical~~which ~~expertise~~regulates access to competitor bid and, inproposal ~~some~~information ~~cases~~and government source selection information, ~~demonstrated~~and ~~management~~ our ability to ~~perform~~provide compensation to certain former government officials; the ~~contract~~Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. ~~There~~Government ~~can~~for bepayment noor ~~assurance~~approval; ~~that~~the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the ~~Company~~U.S. ~~will~~Government ~~win~~for ~~and/~~payment or ~~fulfill~~approval; ~~additional~~and ~~contracts~~the U.S. ~~Moreover~~Government Cost Accounting Standards, ~~the~~which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. Government ~~award~~contracts. These regulations impose a broad range of requirements, many of which are unique to government contracting, including various procurement, import and export, security, contract pricing and cost, contract termination and adjustment, and audit requirements. A contractor’s failure to comply with these regulations and requirements could result in reductions to the value of contracts, iscontract modifications or termination, and the assessment of penalties and fines and lead to suspension or debarment, for cause, from government contracting or subcontracting for a period of time. In addition, government contractors are also subject to ~~protest~~routine ~~procedures~~audits and ~~there~~investigations ~~can~~by beU.S. Government noagencies ~~assurance~~such ~~that~~as the ~~Company~~Defense ~~will~~Contract ~~prevail~~Audit inAgency ~~any~~(DCAA) ~~ensuing legal~~and ~~protest~~Defense Contract Management Agency (DCMA). ~~Howco~~These agencies review a contractor’s ~~failure~~performance tounder ~~secure~~its contracts, cost structure and compliance with applicable laws, regulations and standards. The DCAA also reviews the adequacy of and a ~~significant~~contractor’s ~~dollar~~compliance ~~volume~~with its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. During the term of any suspension or debarment by any U.S. Government agency, contractors can be prohibited from competing for or being awarded contracts inby U.S. Government agencies. The termination of any of the ~~future~~Company’s significant Government contracts or the imposition of fines, damages, suspensions or debarment would adversely affect usthe Company’s business and financial condition.

The U.S. Government spare parts business is intensely competitive and subject to rapid change. Many of the existing and potential competitors have greater financial, operating and technological resources than Howco. The competitive environment may ~~require~~adopt usnew ~~to make changes~~contract inrules ~~our pricing, services or marketing. The competitive bidding process involves substantial costs~~ and aregulations ~~number of risks, including significant cost and managerial time to prepare bids and proposals for contracts that may not be awarded to us,~~ or ~~that~~revise ~~may~~its beprocurement ~~awarded,~~practices ~~but~~in for which we do not receive meaningful revenues. Accordingly, our success depends on our ability to develop services and products that address changing needs and to provide people and technology needed to deliver these services and products. To remain competitive, we must consistently provide superior service, technology and performance on a ~~cost-effective~~manner ~~basis~~adverse to ~~our customers. Our response to competition could cause~~ us toat ~~expend significant financial and other resources, disrupt our operations, strain relationships with partners,~~ any ~~of which could harm our business and/or financial condition~~time.

Our industry has experienced, ~~financial~~and ~~performance~~we isexpect ~~dependent~~it onwill ~~our~~continue ~~ability~~to experience, significant changes to ~~perform~~business practices as a result of an increased focus on ~~our~~affordability, efficiencies, and recovery of costs, among other items. U.S. Government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain from private contractors. Legislation, regulations and initiatives dealing with procurement reform, mitigation of potential conflicts of interest and environmental responsibility or sustainability, as well as any resulting shifts in the buying practices of U.S. Government agencies, such as increased usage of fixed price contracts, ~~which~~multiple award contracts and small business set-aside contracts, could have adverse effects on government contractors, including us. Any of these changes could impair our ability to obtain new contracts or renew our existing contracts when those contracts are ~~subject~~compared to ~~termination~~other ~~for~~contract ~~convenience,~~bids. Any new contracting ~~which~~requirements or procurement methods could ~~harm~~be costly or administratively difficult for us to implement and could adversely affect our ~~financial~~future revenues, ~~performance~~profitability and prospects.

~~Our~~We ~~financial~~may ~~performance is~~incur largely dependent on our performance under our U.S. Government contracts. Government customers have the right to cancel any contract for its convenience. An unanticipated termination of, or reduced purchases under, one of the Company’s major contracts whether due to lack of funding, for convenience or otherwise, or the occurrence of delays, cost overruns ~~and~~as ~~product~~a ~~failures~~result ~~could adversely impact our results~~ of ~~operations and financial condition. If one of our contracts were terminated for convenience, we would generally be entitled~~ tofixed ~~payments~~priced ~~for~~government ~~our allowable costs and would receive some allowance for profit on the work performed. If one of our~~ contracts ~~were~~which ~~terminated for default, we~~ would ~~generally be entitled to payments for our work that has been accepted by the government. A termination arising out of our default could expose us to liability and~~ have a negative impact on our ~~ability to obtain future contracts and orders~~operations. Furthermore, on contracts for which we are a subcontractor and not the prime contractor, the U.S. Government could terminate the prime contract for convenience or otherwise, irrespective of our performance as a subcontractor.

~~Our~~A number of Howco’s ~~failure~~current toU.S. ~~comply~~Government ~~with~~contracts aare ~~variety~~multi-award, ofmulti-year ~~complex~~IDIQ ~~procurement~~task ~~rules~~order based contracts, which generally provide for fixed price schedules for products and ~~regulations~~services, ~~could~~have ~~result~~no inpre-set delivery schedules, have very low minimum purchase requirements, are typically competed among multiple awardees and force us to carry the burden of any cost overruns. Due to their nature, fixed-priced contracts inherently have more risk than cost reimbursable contracts. If we are unable to control costs or if our ~~being~~initials ~~liable~~cost ~~for~~estimates ~~penalties~~are incorrect, ~~including~~we ~~termination~~can lose money on these contracts. In addition, some of our contracts have provisions relating to cost controls and audit rights, and if we fail to meet the terms specified in those contracts, we may not realize their full benefits. Lower earnings caused by cost overruns and cost controls would have a negative impact on our results of operations. The U.S. Government has the right to enter into contracts with other suppliers, ~~disqualification~~which ~~from~~may ~~bidding~~be oncompetitive ~~future~~with Uthe Company’s IDIQ contracts.S The Company also performs fixed priced contracts under which the Company agrees to provide specific quantities of products and services over time for a fixed price. ~~Government~~Since the price competition to win both IDIQ and fixed price contracts is intense and ~~suspension~~the orcosts ~~debarment~~of future contract performance cannot be predicted with certainty, ~~from~~there ~~U.S.~~can ~~Government~~be ~~contracting~~no assurance as to the profits, if any, that ~~could~~the ~~adversely~~Company ~~affect~~will ~~our~~realize ~~financial~~over ~~condition~~the term of such contracts.

We must comply with laws and regulations relating to the formation, administration and performance of U.S. Government contracts, which affect how we do business with our customers and may impose added costs on our business. U.S. Government contracts generally are subject to the Federal Acquisition Regulation (FAR), which sets forth policies, procedures and requirements for the acquisition of goods and services by the U.S. Government, department-specific regulations that implement or supplement DFAR, such as the DOD’s Defense Federal Acquisition Regulation Supplement (DFARS) and other applicable laws and regulations. We are also subject to the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations; the Procurement Integrity Act, which regulates access to competitor bid and proposal information and government source selection information, and our ability to provide compensation to certain former government officials; the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. Government for payment or approval; the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. Government for payment or approval; and the U.S. Government Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. Government contracts. These regulations impose a broad range of requirements, many of which are unique to government contracting, including various procurement, import and export, security, contract pricing and cost, contract termination and adjustment, and audit requirements. A contractor’s failure to comply with these regulations and requirements could result in reductions to the value of contracts, contract modifications or termination, and the assessment of penalties and fines and lead to suspension or debarment, for cause, from government contracting or subcontracting for a period of time. In addition, government contractors are also subject to routine audits and investigations by U.S. Government agencies such as the Defense Contract Audit Agency (DCAA) and Defense Contract Management Agency (DCMA). These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. The DCAA also reviews the adequacy of and a contractor’s compliance with its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. During the term of any suspension or debarment by any U.S. Government agency, contractors can be prohibited from competing for or being awarded contracts by U.S. Government agencies. The termination of any of the Company’s significant Government contracts or the imposition of fines, damages, suspensions or debarment would adversely affect the Company’s business and financial condition.16

16Misconduct of employees, subcontractors, agents and business partners could cause us to lose existing contracts or customers and adversely affect our ability to obtain new contracts and customers and could have a significant adverse impact on our business and reputation.

~~The~~Misconduct could include fraud Uor other improper activities such as falsifying time or other records and violations of laws, including the Anti-Kickback Act.S. ~~Government~~Other ~~may~~examples could ~~adopt~~include ~~new~~the ~~contract~~failure ~~rules~~to comply with our policies and ~~regulations~~procedures or ~~revise~~with ~~its~~federal, state or local government procurement ~~practices~~regulations, regulations regarding the use and safeguarding of classified or other protected information, legislation regarding the pricing of labor and other costs in government contracts, laws and regulations relating to environmental, health or safety matters, bribery of foreign government officials, import-export control, lobbying or similar activities, and any other applicable laws or regulations. Any data loss or information security lapses resulting in the compromise of personal information or the improper use or disclosure of sensitive or classified information could result in claims, remediation costs, regulatory sanctions against us, loss of current and future contracts and serious harm to our reputation. Although we have implemented policies, procedures and controls to prevent and detect these activities, these precautions may not prevent all misconduct, and as a ~~manner~~result, ~~adverse~~we could face unknown risks or losses. Our failure to comply with applicable laws or regulations or misconduct by any of our employees, subcontractors, agents or business partners could damage our reputation and subject us atto fines and penalties, restitution or other damages, loss of security clearance, loss of current and future customer contracts and suspension or debarment from contracting with federal, state or local government agencies, any ~~time~~of which would adversely affect our business, reputation and our future results.

~~Our industry~~We ~~has~~may ~~experienced,~~fail ~~and we expect it will continue~~ to experience, significant changes to business practices as a result of an increased focus on affordability, efficiencies, and recovery of costs, among other items. U.S. Government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain ~~from private contractors. Legislation, regulations~~ and ~~initiatives~~maintain ~~dealing~~necessary ~~with~~security ~~procurement reform~~clearances, ~~mitigation~~which ofmay ~~potential~~adversely ~~conflicts~~affect ofour ~~interest~~ability ~~and~~to ~~environmental~~perform ~~responsibility~~on orcertain ~~sustainability, as well as any resulting shifts in the buying practices of~~ U.S. ~~Government agencies, such as increased usage of fixed price contracts, multiple award contracts and small business set-aside contracts, could have adverse effects on~~ government ~~contractors, including us. Any of these changes could impair our ability to obtain new~~ contracts or renew our existing contracts when those contracts are compared to other contract bids. Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and ~~could adversely~~depress ~~affect~~ our ~~future~~ potential revenues~~, profitability and prospects~~.

WeMany U.S. government programs ~~may~~require ~~incur~~contractors ~~cost~~to ~~overruns~~have assecurity aclearances. ~~result~~Depending on the level of ~~fixed~~required ~~priced~~clearance, ~~government~~security clearances can be difficult and time-consuming to obtain. If we or our employees are unable to obtain or retain necessary security clearances, we may not be able to win new business, and our existing clients could terminate their contracts ~~which~~with ~~would~~us ~~have~~or decide not to renew them. To the extent we are not able to obtain and maintain facility security clearances or engage employees with the required security clearances for a ~~negative~~particular ~~impact~~contract, we may not be able to bid on or win new contracts, or effectively rebid on expiring contracts, as well as lose existing contracts, which may adversely affect our ~~operations~~operating results and inhibit the execution of our growth strategy.

~~A number~~Our offuture ~~Howco’s~~revenues ~~current U.S. Government contracts are multi-award, multi-year IDIQ task order based contracts, which generally provide for fixed price schedules for products~~ and ~~services,~~growth ~~have no pre-set delivery schedules, have very low minimum purchase requirements,~~prospects ~~are~~could ~~typically~~be ~~competed~~adversely ~~among~~affected ~~multiple~~by awardees and force us to carry the burden of any cost overruns. Due to their nature, fixed-priced contracts inherently have more risk than cost reimbursable contracts. If we are unable to control costs or if our ~~initials~~dependence ~~cost estimates are incorrect, we can lose money~~ on these contracts. In addition, some of our contracts have provisions relating to cost controls and audit rights, and if we fail to meet the terms specified in those contracts, we may not realize their full benefits. Lower earnings caused by cost overruns and cost controls would have a negative impact on our results of operations. The U.S. Government has the right to enter into contracts with other ~~suppliers, which may be competitive with the Company’s IDIQ contracts~~contractors. The Company also performs fixed priced contracts under which the Company agrees to provide specific quantities of products and services over time for a fixed price. Since the price competition to win both IDIQ and fixed price contracts is intense and the costs of future contract performance cannot be predicted with certainty, there can be no assurance as to the profits, if any, that the Company will realize over the term of such contracts.

~~Misconduct~~If other contractors with ofwhom ~~employees,~~we ~~subcontractors,~~have ~~agents~~contractual ~~and~~relationships ~~business~~either ~~partners~~as ~~could~~a ~~cause~~prime contractor or subcontractor eliminate or reduce their work with us, toor ~~lose~~if ~~existing~~the U.S. Government terminates or reduces these other contractors’ programs, does not award them new contracts or ~~customers~~refuses ~~and~~to ~~adversely~~pay ~~affect~~under a contract our ~~ability~~financial and business condition may be adversely affected. Companies that do not have access to ~~obtain~~U.S. ~~new~~Government contracts may ~~and~~perform ~~customers~~services as our subcontractor and that exposure could ~~have~~enhance such companies’ prospect of securing a ~~significant~~future ~~adverse~~position as ~~impact~~a onprime ~~our~~U.S. ~~business~~Government contractor which could increase competition for future contracts and ~~reputation~~impair our ability to perform on contracts.

~~Misconduct could~~We ~~include~~may ~~fraud~~have ordisputes ~~other improper activities such as falsifying time or other records and violations of laws, including the Anti-Kickback Act. Other examples could include the failure to comply~~ with our ~~policies~~subcontractors ~~and~~arising ~~procedures or with federal~~from, ~~state~~among orother ~~local government procurement regulations~~things, ~~regulations regarding~~ the ~~use~~quality and ~~safeguarding~~timeliness of ~~classified~~work orperformed ~~other~~by ~~protected~~the ~~information~~subcontractor, ~~legislation~~customer ~~regarding~~concerns about the ~~pricing of~~subcontractor, ~~labor~~our ~~and~~failure ~~other~~to ~~costs~~extend inexisting ~~government~~task ~~contracts,~~orders ~~laws~~or ~~and~~issue ~~regulations~~new ~~relating~~task toorders ~~environmental,~~under ~~health~~a ~~or safety matters~~subcontract, ~~bribery~~our hiring of ~~foreign~~ ~~government~~a ~~officials,~~subcontractor’s personnel ~~import-export control, lobbying~~ or ~~similar~~the ~~activities,~~subcontractor’s ~~and~~failure ~~any~~to ~~other~~comply with applicable ~~laws or regulations~~law. ~~Any data~~Current ~~loss~~uncertain oreconomic ~~information~~conditions ~~security~~heighten ~~lapses resulting in~~ the ~~compromise~~ risk of ~~personal~~financial ~~information~~stress ~~or the improper use or disclosure~~ of ~~sensitive or~~our ~~classified~~subcontractors, ~~information~~which could ~~result~~adversely inimpact ~~claims,~~their ~~remediation~~ability ~~costs,~~to ~~regulatory~~meet ~~sanctions~~their ~~against~~contractual ~~us,~~requirements ~~loss~~to ofus. ~~current and future contracts~~If ~~and~~any ~~serious~~of ~~harm to~~ our ~~reputation.~~subcontractors ~~Although~~fail weto ~~have~~timely ~~implemented~~meet ~~policies,~~their ~~procedures~~contractual ~~and~~obligations ~~controls~~or tohave ~~prevent~~regulatory ~~and~~compliance ~~detect~~or ~~these~~other ~~activities~~problems, ~~these~~ ~~precautions~~our ~~may~~ability to ~~not~~fulfill ~~prevent~~our ~~all~~obligations ~~misconduct, and~~ as a ~~result,~~prime wecontractor ~~could~~or ~~face~~higher ~~unknown~~tier ~~risks~~subcontractor ormay ~~losses~~be jeopardized. ~~Our~~Significant ~~failure~~losses tocould ~~comply~~arise ~~with~~in future ~~applicable~~periods ~~laws~~and orsubcontractor ~~regulations~~performance ordeficiencies ~~misconduct~~could byresult ~~any~~in of our ~~employees,~~termination ~~subcontractors,~~for ~~agents~~default. orA ~~business~~termination ~~partners~~for default could ~~damage~~eliminate a ~~our~~revenue ~~reputation and~~source, ~~subject~~expose us to ~~fines~~liability and ~~penalties,~~have ~~restitution~~an oradverse ~~other~~effect ~~damages,~~on ~~loss~~our ofability ~~security~~to ~~clearance,~~compete ~~loss~~for ~~of current and~~ future ~~customer~~ contracts and ~~suspension~~task ~~or debarment from contracting with federal~~orders, ~~state~~especially if orthe ~~local~~customer ~~government~~is ~~agencies,~~an ~~any~~agency of ~~which~~the ~~would~~U.S. ~~adversely affect our business, reputation and our future results~~Government.

~~We may~~Our ~~fail~~international tobusiness ~~obtain~~exposes ~~and~~us ~~maintain~~to geo-political ~~necessary~~and ~~security~~economic ~~clearances~~factors, ~~which~~regulatory ~~may~~requirements ~~adversely~~and ~~affect~~other ~~our~~risks ~~ability~~associated towith ~~perform~~doing onbusiness ~~certain~~in ~~U.S.~~foreign ~~government contracts and depress our potential revenues~~countries.

~~Many U.S.~~We ~~government~~intend ~~programs require contractors~~ to ~~have~~engage ~~security~~in ~~clearances.~~additional foreign ~~Depending~~operations onwhich ~~the~~pose ~~level~~complex ofmanagement, ~~required~~foreign ~~clearance~~currency, ~~security~~legal, ~~clearances can~~tax ~~be difficult~~ and ~~time-consuming~~economic torisks, ~~obtain.~~which If we ~~or our employees are unable to obtain or retain necessary security clearances, we~~ may not beadequately ~~able to win new business, and our existing clients could terminate their contracts with us or decide not to renew them~~address. To ~~the~~These ~~extent~~risks wediffer ~~are~~from ~~not able to obtain~~ and ~~maintain~~potentially ~~facility security clearances or engage employees with the required security clearances for a particular contract, we~~ may ~~not~~ be ~~able~~greater tothan ~~bid~~those onassociated orwith ~~win new contracts, or effectively rebid on expiring contracts, as well as lose existing contracts, which may adversely affect~~ our ~~operating~~domestic ~~results and inhibit the execution of our growth strategy~~business.

Our international business ~~future~~is ~~revenues~~sensitive to changes in the priorities and ~~growth~~budgets ~~prospects~~of ~~could~~international becustomers ~~adversely~~and ~~affected~~geo-political uncertainties, which may be driven by ~~our~~changes ~~dependence~~in onthreat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as U.S. foreign policy. Our international sales are subject to U.S. laws, regulations and policies, including the International Traffic in Arms Regulations (ITAR) and the Foreign Corrupt Practices Act (see below) and other ~~contractors~~export laws and regulations. Due to the nature of our products, we must first obtain licenses and authorizations from various U.S. Government agencies before we are permitted to sell our products outside of the U.S. We can give no assurance that we will continue to be successful in obtaining the necessary licenses or authorizations or that certain sales will not be prevented or delayed. Any significant impairment of our ability to sell products outside of the U.S. could negatively impact our results of operations and financial condition.

IfOur international sales are ~~other~~also ~~contractors~~subject ~~with~~to ~~whom~~local wegovernment ~~have~~laws, ~~contractual~~regulations ~~relationships~~and ~~either~~procurement aspolicies aand ~~prime~~practices ~~contractor~~which ormay ~~subcontractor~~differ ~~eliminate~~from orU.S. ~~reduce~~Government ~~their~~regulations, ~~work~~including ~~with~~regulations usrelating to import-export control, orinvestments, ifexchange ~~the~~controls ~~U.S.~~and ~~Government~~repatriation ~~terminates~~of orearnings, ~~reduces~~as ~~these~~well ~~other~~as ~~contractors’~~to ~~programs~~varying currency, ~~does~~geo-political ~~not~~and ~~award~~economic ~~them~~risks. ~~new~~Our international contracts or ~~refuses~~may toinclude ~~pay~~industrial ~~under~~cooperation aagreements ~~contract~~requiring ~~our~~specific in-country ~~financial~~purchases, ~~and~~manufacturing ~~business~~agreements ~~condition~~or ~~may~~financial besupport ~~adversely~~obligations, ~~affected.~~known ~~Companies~~as ~~that~~offset doobligations, ~~not~~and ~~have~~provide ~~access~~for penalties if we fail to Umeet such requirements.S. ~~Government~~Our international contracts may ~~perform~~also ~~services~~be assubject ~~our~~to ~~subcontractor~~termination at the customer’s convenience or for default based on performance, and ~~that~~may ~~exposure~~be ~~could~~subject ~~enhance~~to ~~such~~funding ~~companies’~~risks. ~~prospect~~We also are exposed to risks associated with using foreign representatives ofand ~~securing~~consultants afor ~~future~~international ~~position~~sales asand aoperations ~~prime~~and Uteaming with international subcontractors, partners and suppliers in connection with international programs.S. ~~Government~~As ~~contractor~~a ~~which~~result ~~could~~of ~~increase~~these ~~competition~~factors, ~~for~~we ~~future~~could ~~contracts~~experience award and ~~impair~~funding delays on international programs and could incur losses on such programs, which could negatively impact our ~~ability~~results toof ~~perform~~operations onand ~~contracts~~financial condition.

We ~~may~~ ~~have~~are ~~disputes~~also ~~with~~subject ~~our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontractor, our failure~~ to ~~extend existing task orders or issue new task orders under~~ a ~~subcontract, our~~number ~~hiring~~ of a subcontractor’s personnel or the subcontractor’s failure to comply with applicable law. Current uncertain economic conditions heighten the risk of financial stress of our subcontractors, which could adversely impact their ability to meet their contractual requirements to us. If any of our subcontractors fail to timely meet their contractual obligations or have regulatory compliance or other ~~problems,~~ ~~our~~risks ability to fulfill our obligations as a prime contractor or higher tier subcontractor may be jeopardized. Significant losses could arise in future periods and subcontractor performance deficiencies could result in our termination for default. A termination for default could eliminate a revenue source, expose us to liability and have an adverse effect on our ability to compete for future contracts and task orders, especially if the customer is an agency of the U.S. Government.including:

~~Our international~~● ~~business~~the ~~exposes~~absence usin tosome ~~geo-political~~jurisdictions ~~and~~of ~~economic~~effective ~~factors,~~laws ~~regulatory~~to ~~requirements~~protect ~~and~~our ~~other~~intellectual ~~risks~~property ~~associated with doing business in foreign countries.~~rights;

~~We intend~~● tomultiple ~~engage in additional foreign operations which pose complex management, foreign currency, legal, tax~~ and ~~economic~~possibly ~~risks,~~overlapping ~~which we may not adequately address. These risks differ from~~ and ~~potentially~~conflicting ~~may~~tax ~~be greater than those associated with our domestic business.~~laws;

~~Our international~~● ~~business~~restrictions ison ~~sensitive~~movement ~~to changes in the priorities and budgets~~ of international customers and geo-political uncertainties, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as U.S. foreign policy. Our international sales are subject to U.S. laws, regulations and policies, including the International Traffic in Arms Regulations (ITAR) and the Foreign Corrupt Practices Act (see below) and other export laws and regulations. Due to the nature of our products, we must first obtain licenses and authorizations from various U.S. Government agencies before we are permitted to sell our products outside of the U.S. We can give no assurance that we will continue to be successful in obtaining the necessary licenses or authorizations or that certain sales will not be prevented or delayed. Any significant impairment of our ability to sell products outside of the U.S. could negatively impact our results of operations and financial condition.cash;

~~Our international~~● ~~sales~~the ~~are~~burdens also subject to local government laws, regulations and procurement policies and practices which may differ from U.S. Government regulations, including regulations relating to import-export control, investments, exchange controls and repatriation of ~~earnings,~~complying as well as to varying currency, geo-political and economic risks. Our international contracts may include industrial cooperation agreements requiring specific in-country purchases, manufacturing agreements or financial support obligations, known as offset obligations, and provide for penalties if we fail to meet such requirements. Our international contracts may also be subject to termination at the customer’s convenience or for default based on performance, and may be subject to funding risks. We also are exposed to risks associated with ~~using foreign representatives and consultants for international sales and operations and teaming with international subcontractors, partners and suppliers in connection with international programs. As~~ a ~~result~~variety of ~~these~~national ~~factors, we could experience award~~ and ~~funding delays~~local ~~on international programs and could incur losses on such programs, which could negatively impact our results of operations and financial condition.~~laws;

18● political instability;

~~We are~~● ~~also~~currency ~~subject to a number of other risks including:~~fluctuations;

● ~~the~~longer ~~absence~~payment ~~in some jurisdictions of effective laws to protect our intellectual property rights~~cycles;

● ~~multiple~~restrictions ~~and~~on ~~possibly~~the ~~overlapping~~import and ~~conflicting~~export ~~tax~~of ~~laws~~certain technologies;

● price controls or restrictions on ~~movement~~exchange of ~~cash~~foreign currencies; and

● ~~the~~trade ~~burdens of complying with a variety of national and local laws;~~barriers.

~~● political instability;~~18

●Our ~~currency~~international ~~fluctuations;~~operations are subject to special U.S. government laws and regulations, such as the Foreign Corrupt Practices Act, and regulations and procurement policies and practices, including regulations to import-export control, which may expose us to liability or impair our ability to compete in international markets.

●Our ~~longer~~international ~~payment~~operations are ~~cycles;~~subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. and other business entities for the purpose of obtaining or retaining business. We have operations and deal with governmental customers in countries known to experience corruption, including certain countries in the Middle East and in the future, the Far East. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants or contractors that could be in violation of various laws including the FCPA, even though these parties are not always subject to our control. We are also subject to import-export control regulations restricting the use and dissemination of information classified for national security purposes and the export of certain products, services, and technical data, including requirements regarding any applicable licensing of our employees involved in such work.

●As ~~restrictions~~a onU.S. ~~the~~defense ~~import~~contractor, we are vulnerable to security threats and ~~export~~other ofdisruptions ~~certain~~that ~~technologies;~~could negatively impact our business.

●As ~~price~~a U.S. defense contractor, we face certain security threats, including threats to our information technology infrastructure, attempts to gain access to our proprietary or classified information, and threats to physical security. These types of events could disrupt our operations, require significant management attention and resources, and could negatively impact our reputation among our customers and the public, which could have a negative impact on our financial condition, results of operations and liquidity. We are continuously exposed to cyber-attacks and other security threats, including physical break-ins. Any electronic or physical break-in or other security breach or compromise may jeopardize security of information stored or transmitted through our information technology systems and networks. This could lead to disruptions in mission-critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. Although we have implemented policies, procedures and controls to protect against, detect and mitigate these threats, we face advanced and persistent attacks on our information systems and attempts by others to gain unauthorized access to our information technology systems are becoming more sophisticated. These attempts include covertly introducing malware to our computers and networks and impersonating authorized users, among others, and may be perpetrated by well-funded organized crime or ~~restrictions~~state sponsored efforts. We seek to detect and investigate all security incidents and to prevent their occurrence or recurrence. We continue to invest in and improve our threat protection, detection and mitigation policies, procedures and controls. In addition, we work with other companies in the industry and government participants on ~~exchange~~increased awareness and enhanced protections against cyber security threats. However, because of ~~foreign~~the ~~currencies;~~evolving nature and sophistication of these security threats, which can be difficult to detect, there can be no assurance that our policies, procedures and controls have or will detect or prevent any of these threats and we cannot predict the full impact of any such past or future incident. Although we work cooperatively with our customers and other business partners to seek to minimize the impacts of cyber and other security threats, we must rely on the safeguards put in place by those entities. Any remedial costs or other liabilities related to cyber or other security threats may not be fully insured or indemnified by other means. Occurrence of any of these security threats could expose us to claims, contract terminations and damages and could adversely affect our reputation, ability to work on sensitive U.S. Government contracts, business operations and financial results.

●Difficult ~~trade~~conditions ~~barriers~~in the global capital markets and the economy generally may materially adversely affect our business and results of operations.

Our ~~international~~ ~~operations~~results of operations are ~~subject~~materially toaffected ~~special~~by conditions in the global capital markets and the economy generally, both in the U.S. ~~government~~and ~~laws~~elsewhere ~~and~~around ~~regulations,~~the world. ~~such~~Weak aseconomic ~~the~~conditions ~~Foreign~~sustained ~~Corrupt~~uncertainty ~~Practices~~about ~~Act~~global economic conditions, ~~and regulations~~concerns ~~and~~about ~~procurement~~future ~~policies~~U.S. ~~and~~budgetary ~~practices~~cuts, ~~including~~or a ~~regulations~~prolonged or further tightening of credit markets could cause our customers and potential customers to ~~import-export~~postpone ~~control~~or reduce spending on technology products or services or put downward pressure on prices, which ~~may~~could ~~expose~~have usan toadverse ~~liability~~effect on our business, results of operations or ~~impair~~cash ~~our~~flows. ~~ability~~In tothe ~~compete~~event inof ~~international~~extreme ~~markets~~prolonged adverse market events, such as a global credit crisis, we could incur significant losses.

Our international operations are subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. and other business entities for the purpose of obtaining or retaining business. We have operations and deal with governmental customers in countries known to experience corruption, including certain countries in the Middle East and in the future, the Far East. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants or contractors that could be in violation of various laws including the FCPA, even though these parties are not always subject to our control. We are also subject to import-export control regulations restricting the use and dissemination of information classified for national security purposes and the export of certain products, services, and technical data, including requirements regarding any applicable licensing of our employees involved in such work.19

~~As a~~Risks ~~U.S.~~Related ~~defense contractor, we are vulnerable~~ to ~~security~~Our ~~threats~~Common ~~and other disruptions that could negatively impact our business.~~Stock

As a U.S. defense contractor, we face certain security threats, including threats to our information technology infrastructure, attempts to gain access to our proprietary or classified information, and threats to physical security. These types of events could disrupt our operations, require significant management attention and resources, and could negatively impact our reputation among our customers and the public, which could have a negative impact on our financial condition, results of operations and liquidity. We are ~~continuously~~eligible ~~exposed~~ to ~~cyber-attacks~~be ~~and~~treated ~~other~~as ~~security~~an ~~threats, including physical break-ins. Any electronic or physical break-in or other security breach~~“emerging orgrowth ~~compromise~~company” ~~may~~as ~~jeopardize~~defined ~~security of information stored or transmitted through our information technology systems and networks. This could lead to disruptions~~ in ~~mission-critical~~the ~~systems,~~Jumpstart ~~unauthorized~~Our ~~release~~Business ofStartups ~~confidential~~Act ~~or otherwise protected information and corruption~~ of ~~data. Although we have implemented policies~~2012, ~~procedures~~ and ~~controls to protect against, detect and mitigate these threats,~~ we ~~face advanced~~cannot and persistent attacks on our information systems and attempts by others to gain unauthorized access to our information technology systems are becoming more sophisticated. These attempts include covertly introducing malware to our computers and networks and impersonating authorized users, among others, and may be ~~perpetrated~~certain byif ~~well-funded~~the ~~organized~~reduced ~~crime or state sponsored efforts. We seek to detect and~~disclosure ~~investigate~~requirements ~~all~~applicable ~~security incidents and~~ to ~~prevent~~emerging ~~their~~growth ~~occurrence or recurrence. We continue to invest in and improve our threat protection, detection and mitigation policies, procedures and controls. In addition, we work with other~~ companies in the industry and government participants on increased awareness and enhanced protections against cyber security threats. However, because of the evolving nature and sophistication of these security threats, which can be difficult to detect, there can be no assurance that our policies, procedures and controls have or will ~~detect~~make ~~or prevent any of these threats and we cannot predict the full impact of any such past or future incident. Although we work cooperatively with~~ our ~~customers~~common ~~and~~stock ~~other~~less ~~business~~attractive ~~partners~~ to ~~seek to minimize the impacts of cyber and other security threats, we must rely on the safeguards put in place by those entities~~investors. Any remedial costs or other liabilities related to cyber or other security threats may not be fully insured or indemnified by other means. Occurrence of any of these security threats could expose us to claims, contract terminations and damages and could adversely affect our reputation, ability to work on sensitive U.S. Government contracts, business operations and financial results.

19We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in this Form 10-K and our periodic reports and proxy statements and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and two years of selected financial data in this Form 10. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700.0 million as of any June 30 before that time or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31 or, if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

~~Difficult~~Our independent registered ~~conditions~~public inaccounting firm will not be required to formally attest to the ~~global~~effectiveness ~~capital~~of ~~markets~~our ~~and~~internal control over financial reporting until the ~~economy~~later ~~generally~~of ~~may~~our ~~materially~~second ~~adversely~~annual ~~affect~~report or the first annual report required to be filed with the Commission following the date we are no longer an “emerging growth company” as defined in the JOBS “Act. We cannot assure you that there will not be material weaknesses or significant deficiencies in our ~~business~~internal ~~and~~controls ~~results~~in ofthe ~~operations~~future.

~~Our results~~Under ~~of operations are materially affected by conditions in~~ the ~~global~~JOBS ~~capital markets and the economy generally~~Act, ~~both in the U.S.~~emerging ~~and~~growth ~~elsewhere~~companies ~~around~~can ~~the~~also ~~world.~~delay ~~Weak~~adopting ~~economic~~new ~~conditions~~or ~~sustained~~revised ~~uncertainty~~accounting ~~about~~standards ~~global~~until ~~economic~~such ~~conditions,~~time ~~concerns~~as ~~about~~those ~~future U.S.~~standards ~~budgetary~~apply ~~cuts,~~to orprivate acompanies. We ~~prolonged~~have orirrevocably ~~further~~elected ~~tightening~~not ~~of credit markets could cause our customers and potential customers~~ to ~~postpone or~~avail ~~reduce~~ourselves ~~spending~~of onthis ~~technology~~exemption ~~products~~from ornew ~~services~~ or ~~put~~revised ~~downward~~accounting ~~pressure~~standards onand, ~~prices~~therefore, ~~which~~will ~~could have an adverse effect on our business,~~be ~~results~~subject ofto ~~operations or cash flows. In~~ the ~~event~~same ofnew ~~extreme~~or ~~prolonged~~revised ~~adverse~~accounting ~~market~~standards ~~events, such~~ as aother ~~global~~public ~~credit~~companies ~~crisis,~~that weare ~~could incur~~not ~~significant~~emerging ~~losses~~growth companies.

~~Risks~~Our directors and executive officers beneficially ~~Related~~own a significant number of shares of our common stock. Their interests may conflict with our outside stockholders, who may be unable to ~~Our~~influence ~~Common~~management ~~Stock~~and exercise control over our business.

WeAs of the date of this Form ~~are~~10-K, ~~eligible~~our toexecutive beofficers ~~treated~~and asdirectors anbeneficially ~~“emerging~~own ~~growth~~approximately ~~company”~~1.27% asof ~~defined~~our inshares of common stock and the ~~Jumpstart~~CEO ~~Our~~owns ~~Business~~250 ~~Startups~~shares of ~~Act~~Series A preferred stock the voting rights for the Series A shares entitles the shareholder to voting rights equal to the number of common ~~2012~~shares outstanding divided by .99 which will always grant the holder a majority voting capability. As a result, our executive officers and wedirectors ~~cannot~~may be ~~certain~~able ifto: elect or defeat the ~~reduced~~election ~~disclosure~~of ~~requirements~~our ~~applicable~~directors, amend or prevent amendment to ~~emerging~~our ~~growth~~certificates ~~companies~~of ~~will~~incorporation or ~~make~~bylaws, ~~our~~effect ~~common~~or ~~stock~~prevent ~~less~~a merger, sale of assets or other corporate transaction, and control the outcome of any other matter submitted ~~attractive~~to the shareholders for vote. Accordingly, our outside stockholders may be unable to ~~investors~~influence management and exercise control over our business.

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in this Form 10-K and our periodic reports and proxy statements and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and two years of selected financial data in this Form 10. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700.0 million as of any June 30 before that time or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31 or, if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.20

~~Our independent~~We ~~registered~~do ~~public accounting firm will~~ not beintend ~~required~~ to ~~formally~~pay ~~attest~~cash todividends ~~the effectiveness of our internal control over~~to ~~financial reporting until the later of~~ our ~~second~~stockholders, ~~annual~~so ~~report~~you orwill ~~the~~not ~~first~~receive ~~annual~~any ~~report~~return ~~required~~on toyour beinvestment ~~filed with the Commission following the date we are no longer an “emerging growth company” as defined~~ in ~~the~~our ~~JOBS~~Company ~~“Act.~~prior Weto ~~cannot~~selling ~~assure~~your ~~you~~interest ~~that there will not be material weaknesses or significant deficiencies~~ in ~~our internal controls in~~ the ~~future~~Company.

~~Under~~We have never paid any dividends ~~the~~to ~~JOBS~~our ~~Act,~~common ~~emerging~~stockholders ~~growth~~as ~~companies~~a ~~can~~public ~~also~~company. ~~delay~~We ~~adopting~~currently ~~new~~intend orto ~~revised~~retain ~~accounting~~any ~~standards~~future ~~until~~earnings ~~such~~for ~~time~~funding asgrowth ~~those~~and, ~~standards~~therefore, do ~~apply~~not expect to ~~private~~pay ~~companies~~any cash dividends in the foreseeable future. WeIf ~~have~~we ~~irrevocably~~determine ~~elected~~that ~~not~~we will pay cash dividends to ~~avail~~the ~~ourselves~~holders of ~~this~~our common ~~exemption~~stock, ~~from~~we ~~new~~cannot orassure ~~revised~~that ~~accounting~~such ~~standards~~cash dividends will be paid on a timely basis. The success of your investment in the Company ~~and,~~will ~~therefore~~likely depend entirely upon any future appreciation. As a result, you will benot ~~subject~~receive any return on your investment prior to ~~the~~selling your ~~same~~shares ~~new~~in orour ~~revised~~Company ~~accounting~~and, ~~standards~~for asthe other ~~public~~reasons ~~companies~~discussed ~~that~~in ~~are~~this “Risk Factors” section, you may not ~~emerging~~receive ~~growth~~any return ~~companies~~on your investment even when you sell your shares in our Company.

~~Our directors and executive officers beneficially own a significant number of shares of our common stock. Their interests may conflict with our outside stockholders~~Anti-Takeover, ~~who~~Limited ~~may~~Liability ~~be unable to influence management~~ and ~~exercise control over our business.~~Indemnification Provisions

~~As of~~Some ~~the~~provisions ~~date~~ of ~~this Form 10-K,~~ our ~~executive~~certificate ~~officers and directors beneficially own approximately 2.2%~~ of ~~our shares of common stock~~incorporation and ~~the~~by-laws ~~CEO~~may ~~owns~~deter ~~250~~takeover ~~shares~~attempts, ~~of Series A preferred stock the voting rights for the Series A shares entitles the shareholder to voting rights equal to the number of common shares outstanding divided by .99~~ which ~~will~~may ~~always~~inhibit ~~grant the holder~~ a ~~majority~~takeover ~~voting~~that ~~capability. As~~stockholders aconsider ~~result,~~favorable ~~our executive officers~~ and ~~directors~~limit ~~may be able to: elect or defeat~~ the ~~election~~opportunity of ~~our directors, amend or prevent amendment~~ to our certificates of incorporation or bylaws, effect or prevent a merger, sale of assets or other corporate transaction, and control the outcome of any other matter submitted to the shareholders for vote. Accordingly, our outside stockholders ~~may be unable~~ to ~~influence management~~sell ~~and~~their ~~exercise~~shares ~~control~~at ~~over~~a ~~our~~favorable ~~business~~price.

20Under our certificate of incorporation, our Board of Directors may issue additional shares of common or preferred stock. Our Board of Directors has the ability to authorize “blank check” preferred stock without future shareholder approval. This makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares and/or any other transaction that might otherwise be deemed to be in their best interests, and thereby protects the continuity of our management and limits an investor’s opportunity to profit by their investment in the Company. Specifically, if in the due exercise of its fiduciary obligations, the Board of Directors were to determine that a takeover proposal was not in our best interest, shares could be issued by our Board of Directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:

~~We do~~● ~~not~~diluting ~~intend~~the tovoting ~~pay~~or ~~cash~~other ~~dividends~~rights toof ~~our~~the ~~stockholders,~~proposed soacquirer ~~you~~or ~~will~~insurgent ~~not~~stockholder ~~receive any return on your investment in our Company prior to selling your interest in the Company.~~group,

~~We have~~● ~~never~~putting ~~paid any dividends to our common stockholders as~~ a ~~public~~substantial ~~company.~~voting Weblock ~~currently intend to retain any future earnings for funding growth and, therefore, do not expect to pay any cash dividends~~ in ~~the~~institutional ~~foreseeable~~or ~~future.~~other Ifhands ~~we determine~~ that wemight ~~will~~undertake ~~pay cash dividends~~ to support the ~~holders~~incumbent ofBoard ~~our common stock, we cannot assure that such cash dividends will be paid on a timely basis. The success~~ of ~~your investment in the Company will likely depend entirely upon any future appreciation. As a result~~Directors, you will not receive any return on your investment prior to selling your shares in our Company and, for the other reasons discussed in this “Risk Factors” section, you may not receive any return on your investment even when you sell your shares in our Company.or

~~Anti-Takeover, Limited~~● ~~Liability~~effecting ~~and~~an ~~Indemnification~~acquisition ~~Provisions~~that might complicate or preclude the takeover.

~~Some provisions~~Delaware’s ~~of our certificate of incorporation and by~~Anti-~~laws~~Takeover ~~may~~Law ~~deter takeover attempts, which~~ may ~~inhibit a takeover that stockholders~~discourage ~~consider~~acquirers ~~favorable~~ and ~~limit~~eliminate ~~the~~a ~~opportunity~~potentially ofbeneficial ~~our~~sale ~~stockholders~~for toour ~~sell their shares at a favorable price~~stockholders.

~~Under our~~We ~~certificate~~are ofsubject ~~incorporation,~~to ~~our~~the ~~Board~~ provisions of ~~Directors may issue additional shares of common or preferred stock. Our Board of Directors has~~ the ~~ability~~Delaware toShareholder ~~authorize~~Protection ~~“blank~~Act ~~check”~~concerning ~~preferred~~corporate ~~stock without future shareholder approval~~takeovers. This ~~makes~~section itprevents ~~possible~~many ~~for our~~Delaware ~~board~~corporations offrom ~~directors~~engaging in toa ~~issue~~business ~~preferred~~combination ~~stock~~ with ~~voting or other rights or preferences that could impede the success of~~ any ~~attempt to~~interested ~~acquire us by means of a merger~~stockholder, ~~tender~~under ~~offer,~~specified ~~proxy~~circumstances. ~~contest~~For orthese ~~otherwise~~purposes, ~~including~~ a ~~transaction~~business incombination ~~which our stockholders would~~includes ~~receive~~ a ~~premium~~merger ~~over the market price for their shares and/~~or ~~any~~sale ~~other~~of ~~transaction~~more ~~that~~than ~~might~~5% ~~otherwise be deemed to be in their best interests, and thereby protects the continuity~~ of our ~~management~~assets, and ~~limits~~ an ~~investor’s~~interested ~~opportunity~~stockholder toincludes ~~profit~~a bystockholder ~~their~~who ~~investment in~~owns ~~the~~10% ~~Company.~~or ~~Specifically,~~more ~~if in the due exercise~~ of ~~its~~our ~~fiduciary~~outstanding voting ~~obligations~~stock, ~~the~~as ~~Board~~well ofas ~~Directors~~affiliates ~~were~~and toassociates ~~determine~~of ~~that~~these apersons. ~~takeover proposal~~Under ~~was~~these ~~not in our best interest~~provisions, ~~shares~~this ~~could~~type ~~be issued by our Board~~ of ~~Directors~~business ~~without~~combination ~~stockholder~~is ~~approval in one or more transactions~~prohibited ~~that~~for ~~might~~three ~~prevent~~years orfollowing ~~render~~the ~~more~~date ~~difficult~~that ~~or costly~~ the ~~completion~~stockholder ofbecame ~~the~~an ~~takeover~~interested bystockholder unless:

● ~~diluting~~the transaction in which the ~~voting~~stockholder orbecame ~~other~~an ~~rights~~interested ofstockholder is approved by the ~~proposed~~Board ~~acquirer~~of ordirectors ~~insurgent~~prior to the date the interested stockholder ~~group,~~attained that status;

● ~~putting~~on aconsummation ~~substantial~~of ~~voting~~the ~~block~~transaction that resulted in ~~institutional~~the orstockholder’s ~~other~~becoming ~~hands~~an ~~that~~interested ~~might~~stockholder, ~~undertake~~the tointerested ~~support~~stockholder owned at least 90% of the ~~incumbent~~voting ~~Board~~stock of ~~Directors~~the corporation outstanding at the time the transaction was commenced, excluding those shares owned by persons who are directors and also officers; or

● ~~effecting~~on anor ~~acquisition~~subsequent to that ~~might~~date, ~~complicate~~the business combination is approved by the Board of Directors and authorized at an annual or ~~preclude~~special meeting of stockholders by the ~~takeover~~affirmative vote of at least a majority of the outstanding voting stock that is not owned by the interested stockholder.

~~Delaware’s~~This statute could prohibit ~~Anti-Takeover~~or ~~Law~~delay ~~may~~mergers ~~discourage~~or ~~acquirers~~other ~~and~~takeover ~~eliminate~~or achange ~~potentially~~in ~~beneficial~~control ~~sale~~attempts ~~for~~and, ~~our~~accordingly, ~~stockholders~~may discourage attempts to acquire us.

We are subject to the provisions of the Delaware Shareholder Protection Act concerning corporate takeovers. This section prevents many Delaware corporations from engaging in a business combination with any interested stockholder, under specified circumstances. For these purposes, a business combination includes a merger or sale of more than 5% of our assets, and an interested stockholder includes a stockholder who owns 10% or more of our outstanding voting stock, as well as affiliates and associates of these persons. Under these provisions, this type of business combination is prohibited for three years following the date that the stockholder became an interested stockholder unless:21

●Our ~~the~~indemnification ~~transaction~~of inour ~~which~~officers ~~the~~and directors ~~stockholder~~may ~~became~~cause anus ~~interested~~to ~~stockholder~~use iscorporate ~~approved~~resources byto the ~~Board~~detriment of ~~directors~~our ~~prior to the date the interested stockholder attained that status;~~stockholders.

●Our oncertificate ~~consummation~~ of incorporation eliminates the ~~transaction~~personal ~~that~~liability ~~resulted~~of inour ~~the~~directors ~~stockholder’s~~for ~~becoming~~monetary andamages ~~interested~~arising ~~stockholder,~~from ~~the~~a ~~interested~~breach ~~stockholder~~of ~~owned~~their atfiduciary ~~least~~duty ~~90%~~as ofdirectors to the ~~voting~~fullest ~~stock~~extent ofpermitted ~~the~~by ~~corporation~~Delaware ~~outstanding~~law. atThis ~~the~~limitation ~~time~~does not affect the ~~transaction~~availability ~~was~~of ~~commenced~~equitable remedies, ~~excluding~~such ~~those~~as ~~shares~~injunctive relief ~~owned~~or byrescission. ~~persons~~Our ~~who~~certificate ~~are~~of incorporation requires us to indemnify our directors and ~~also~~ officers; orto the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law.

●Under onDelaware orlaw, ~~subsequent~~we tomay indemnify ~~that~~our ~~date,~~directors ~~the~~or ~~business~~officers ~~combination~~or isother ~~approved~~persons bywho ~~the~~were, ~~Board~~are ofor ~~Directors~~are ~~and~~threatened ~~authorized~~to atbe anmade ~~annual~~a ornamed ~~special~~defendant ~~meeting~~or ofrespondent ~~stockholders~~in bya proceeding because the ~~affirmative~~person ~~vote~~is ofor atwas ~~least~~our adirector, ~~majority~~officer, ofemployee ~~the~~or ~~outstanding~~agent, ~~voting~~if ~~stock~~we determine that ~~is not owned by~~ the ~~interested stockholder.~~person:

~~This statute~~● ~~could~~conducted ~~prohibit~~himself or ~~delay~~herself ~~mergers~~in good faith, reasonably believed, in the case of conduct in his or ~~other~~her ~~takeover~~official capacity as our director or ~~change~~officer, that his or her conduct was in ~~control~~our ~~attempts~~best interests, and, ~~accordingly~~in all other cases, ~~may~~that ~~discourage~~his ~~attempts~~or her conduct was at least not opposed to ~~acquire~~ ~~us.~~our best interests; and

21● in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

~~Our~~These persons may be indemnified ~~indemnification~~against ofexpenses, ~~our~~including ~~officers~~attorneys’ fees, judgments, fines, including excise taxes, and ~~directors~~amounts ~~may~~paid ~~cause~~in ussettlement, toactually and ~~use~~reasonably ~~corporate~~incurred, ~~resources~~by the person in connection with the proceeding. If the person is found liable to the ~~detriment~~corporation, ofno ~~our~~indemnification will ~~stockholders~~be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish.

~~Our certificate~~Insofar ofas ~~incorporation eliminates the personal liability of our directors~~ indemnification for ~~monetary~~liabilities ~~damages~~under ~~arising~~the ~~from~~Securities aAct ~~breach~~may ofbe ~~their~~permitted ~~fiduciary duty~~to as directors, toofficers ~~the~~or ~~fullest~~persons ~~extent~~controlling ~~permitted~~us byunder ~~Delaware law. This limitation does not affect~~ the ~~availability~~above ~~of equitable remedies~~provisions, ~~such~~we ashave ~~injunctive~~been ~~relief~~informed orthat, ~~rescission.~~in ~~Our~~the ~~certificate~~opinion of ~~incorporation~~the ~~requires~~SEC, ussuch toindemnification ~~indemnify~~is ~~our~~against ~~directors~~public ~~and~~policy ~~officers~~as toexpressed ~~the fullest extent permitted by Delaware law, including~~ in ~~circumstances~~the inSecurities ~~which~~Act and ~~indemnification~~ is, ~~otherwise~~therefore, ~~discretionary under Delaware law~~unenforceable.

~~Under Delaware~~Our ~~law,~~bylaws wedesignate ~~may~~the ~~indemnify~~Court ~~our~~of ~~directors~~Chancery of orthe ~~officers~~State orof ~~other~~Delaware ~~persons~~as ~~who~~the ~~were,~~exclusive ~~are~~forum orfor ~~are~~certain ~~threatened~~litigation tothat may be ~~made~~initiated aby ~~named~~our ~~defendant or~~stockholders, ~~respondent~~which incould alimit ~~proceeding because the person is or was~~ our stockholders’ ~~director,~~ability ~~officer,~~to ~~employee~~obtain ora ~~agent,~~favorable ifjudicial weforum ~~determine~~for ~~that~~disputes ~~the~~with ~~person:~~us.

●Under ~~conducted~~the ~~himself~~provisions orof ~~herself~~our amended inand ~~good~~restated ~~faith~~bylaws (“bylaws”), ~~reasonably~~unless ~~believed,~~we consent in writing to the ~~case~~selection of ~~conduct~~an inalternative ~~his~~forum, orthe ~~her~~Court ~~official~~of Chancery ~~capacity~~of asthe ~~our~~State ~~director~~of orDelaware ~~officer,~~will ~~that~~be ~~his~~the sole and exclusive forum for: (i) any derivative action or ~~her~~proceeding ~~conduct~~brought ~~was~~on inbehalf of ~~our~~us; ~~best~~(ii) any ~~interests,~~action ~~and~~asserting a claim of breach of a fiduciary duty owed by any of our directors, inofficers ~~all~~or other ~~cases,~~employees or ~~that~~agents ~~his~~to us or ~~her~~our ~~conduct~~stockholders; ~~was~~(iii) any ataction ~~least~~asserting ~~not~~a ~~opposed~~claim against us arising pursuant to any provision of the Delaware General Corporation Law or our ~~best~~amended ~~interests~~certificate of incorporation or bylaws; or (iv) any action asserting a claim against us governed by the internal affairs doctrine. By becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our bylaws related to choice of forum. The choice of forum provision in our bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

●The inobligations ~~the~~associated ~~case~~with ofbeing ~~any~~a public ~~criminal~~company ~~proceeding,~~require ~~had~~significant noresources ~~reasonable~~and ~~cause~~management toattention, ~~believe~~which ~~that~~may ~~his~~divert orfrom ~~her~~our ~~conduct~~business ~~was unlawful~~operations.

~~These~~We are subject to the reporting ~~persons~~requirements ~~may~~of bethe ~~indemnified~~Securities ~~against~~Exchange ~~expenses~~Act of 1934, ~~including~~as ~~attorneys’~~amended ~~fees,~~(the ~~judgments~~“Exchange Act”), ~~fines~~and The Sarbanes-Oxley Act of 2002, or ~~including~~the ~~excise~~Sarbanes-Oxley ~~taxes~~Act. The Exchange Act requires that we file annual, quarterly and ~~amounts~~current ~~paid~~reports with respect to our business and infinancial ~~settlement~~condition, ~~actually~~proxy statement, and ~~reasonably~~other ~~incurred~~information. The Sarbanes-Oxley Act requires, byamong ~~the~~other ~~person~~things, inthat ~~connection~~we ~~with~~establish ~~the~~and maintain ~~proceeding~~effective internal controls and procedures for financial reporting. IfOur Chief Executive Officer and Chief Financial Officer will need to certify that our disclosure controls and procedures are effective in ensuring that material information we are required to disclose in reports that we file or submit under the ~~person~~Exchange Act is ~~found~~recorded, ~~liable~~processed, tosummarized and reported within the time periods specified ~~corporation~~in the SEC’s rules and forms. We may need to hire additional financial reporting, nointernal ~~indemnification~~controls and other financial personnel in order to develop and implement appropriate internal controls and reporting procedures. As a result, we will beincur ~~made~~significant ~~unless~~legal, accounting and other expenses. Furthermore, the ~~court~~need into ~~which~~establish the ~~action~~corporate ~~was~~infrastructure ~~brought~~demanded ~~determines~~of ~~that~~a ~~the~~public ~~person~~company ismay ~~fairly~~divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting ~~reasonably~~and ~~entitled~~accounting systems to ~~indemnity~~meet inour anreporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, we cannot predict or estimate the amount of additional costs we may incur in order to comply with these requirements. We anticipate that ~~the~~these ~~court~~costs will ~~establish~~materially increase our selling, general and administrative expenses.

Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us under the above provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.22

~~Our~~Section 404 of the Sarbanes-Oxley ~~bylaws~~Act ~~designate~~requires annual management assessments of the ~~Court~~effectiveness of ~~Chancery~~our internal control over financial reporting. In connection with the implementation of the ~~State~~necessary ofprocedures ~~Delaware~~and aspractices related to internal control over financial reporting, we may identify deficiencies. If we are unable to comply with the ~~exclusive~~internal ~~forum~~controls ~~for~~requirements ~~certain~~of ~~litigation~~the ~~that~~Sarbanes-Oxley Act of 2002, then we may not be ~~initiated~~able byto obtain ~~our~~the ~~stockholders~~independent account and certifications required by that act, which ~~could~~may ~~limit~~preclude us from keeping our ~~stockholders’~~filings with the SEC current, and interfere with the ability of investors to ~~obtain~~trade aour ~~favorable~~securities ~~judicial~~and ~~forum~~our ~~for~~shares ~~disputes~~to ~~with~~continue usto be quoted on the OTCQB or our ability to list our shares on any national securities exchange.

~~Under the~~If ~~provisions of our amended and restated bylaws (“bylaws”), unless~~ we ~~consent~~fail ~~in writing~~ to ~~the~~establish ~~selection~~and ofmaintain an ~~alternative~~ ~~forum,~~effective ~~the~~system ~~Court~~ of ~~Chancery~~internal ofcontrols, ~~the~~we ~~State~~may ofnot ~~Delaware will~~ be ~~the~~able ~~sole~~to ~~and~~report ~~exclusive forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of~~ our ~~directors,~~financial ~~officers or~~results ~~other~~accurately ~~employees~~ or ~~agents~~prevent tofraud. usAny orinability ~~our stockholders; (iii) any action asserting a claim against us arising pursuant~~ to ~~any provision~~ ofreport ~~the~~and ~~Delaware~~file ~~General Corporation Law or~~ our ~~amended~~financial ~~certificate~~results ofaccurately ~~incorporation~~and ortimely ~~bylaws;~~could orharm ~~(iv) any action asserting a claim against us governed by the internal affairs doctrine. By becoming a stockholder in~~ our ~~company,~~reputation ~~you will be deemed to have notice of~~ and ~~have~~adversely ~~consented~~impact to the ~~provisions~~trading ofprice ~~our bylaws related to choice~~ of ~~forum. The choice of forum provision in~~ our ~~bylaws may limit~~common ~~our stockholders’ ability to obtain a favorable judicial forum for disputes with us~~stock.

~~The~~Effective internal controls ~~obligations~~are ~~associated~~necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with ~~being~~investors may be harmed. With each prospective acquisition we may make we will conduct whatever due diligence is necessary or prudent to assure us that the acquisition target can comply with the internal controls’ requirements of the Sarbanes-Oxley Act. Notwithstanding our diligence, certain internal controls deficiencies may not be detected. As a ~~public~~result, ~~company~~any ~~require~~internal ~~significant~~control ~~resources~~deficiencies may adversely affect our financial condition, results of operations and ~~management~~access ~~attention~~to capital. We have not performed an in-depth analysis to determine if historical undiscovered failures of internal controls exist, ~~which~~and may ~~divert~~in ~~from~~the future discover areas of our internal controls ~~business~~that ~~operations~~need improvement.

~~We are~~Public ~~subject~~company tocompliance the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and The Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition, proxy statement, and other information. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Our Chief Executive Officer and Chief Financial Officer will need to certify that our disclosure controls and procedures are effective in ensuring that material information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We may ~~need~~make toit ~~hire additional financial reporting, internal~~more ~~controls~~difficult ~~and other financial personnel in order~~ to ~~develop~~attract and ~~implement~~retain ~~appropriate~~officers ~~internal controls~~ and ~~reporting procedures~~directors. As a result, we will incur significant legal, accounting and other expenses. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, we cannot predict or estimate the amount of additional costs we may incur in order to comply with these requirements. We anticipate that these costs will materially increase our selling, general and administrative expenses.

22The Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, these rules and regulations increase our compliance costs and make certain activities more time consuming and costly. As a public company, these rules and regulations may make it more difficult and expensive for us to maintain our director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

~~Section 404~~Our ofstock ~~the~~price Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting. In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may ~~identify deficiencies. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act of 2002, then we may not~~ be able to obtain the independent account and certifications required by that act, which may preclude us from keeping our filings with the SEC current, and interfere with the ability of investors to trade our securities and our shares to continue to be quoted on the OTCQB or our ability to list our shares on any national securities exchangevolatile.

~~If we~~The ~~fail~~market toprice ~~establish and maintain an effective system~~ of ~~internal~~our ~~controls,~~common stock weis ~~may~~likely ~~not~~to be ~~able~~highly tovolatile ~~report~~and ~~our~~could ~~financial~~fluctuate ~~results~~widely ~~accurately or~~in ~~prevent~~price ~~fraud.~~in ~~Any~~response ~~inability~~ to ~~report~~various ~~and~~factors, ~~file~~many ~~our~~of ~~financial~~which ~~results~~are ~~accurately~~beyond ~~and timely could harm~~ our ~~reputation and adversely~~ ~~impact~~control, including the ~~trading price of our common stock.~~following:

~~Effective internal~~● ~~controls~~our ~~are~~ability ~~necessary for us~~ to ~~provide~~execute ~~reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage~~ our business asplan ~~effectively as we would if an effective control environment existed,~~ and ~~our~~complete ~~business and reputation with investors may be harmed. With each~~ prospective acquisition we may make we will conduct whatever due diligence is necessary or prudent to assure us that the acquisition target can comply with the internal controls’ requirements of the Sarbanes-Oxley Act. Notwithstanding our diligence, certain internal controls deficiencies may not be detected. As a result, any internal control deficiencies may adversely affect our financial condition, results of operations and access to capital. We have not performed an in-depth analysis to determine if historical undiscovered failures of internal controls exist, and may in the future discover areas of our internal controls that need improvement.acquisitions;

~~Public company~~● ~~compliance~~changes ~~may~~in ~~make~~our ~~it more difficult to attract and retain officers and directors.~~industry;

~~The Sarbanes-Oxley~~● ~~Act~~competitive ~~and~~pricing rules implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, these rules and regulations increase our compliance costs and make certain activities more time consuming and costly. As a public company, these rules and regulations may make it more difficult and expensive for us to maintain our director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.pressures;

~~Our stock~~● ~~price~~our ~~may~~ability beto ~~volatile.~~obtain working capital financing;

~~The market~~● ~~price~~additions ofor ~~our~~departures ~~common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many~~ of ~~which~~key ~~are beyond our control, including the following:~~personnel;

● ~~our~~limited ~~ability~~“public tofloat” ~~execute~~in ~~our~~the ~~business~~hands ~~plan~~of ~~and~~a ~~complete~~small ~~prospective~~number ~~acquisitions~~of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

● ~~changes~~sales inof our ~~industry~~common stock;

~~● competitive pricing pressures;~~23

● ~~our~~operating ~~ability~~results tothat ~~obtain~~fall ~~working~~below ~~capital financing~~expectations;

● ~~additions~~regulatory ~~or departures of key personnel~~developments;

● ~~limited~~economic ~~“public~~and ~~float”~~other inexternal ~~the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock~~factors;

● ~~sales~~period-to-period offluctuations in our ~~common~~financial ~~stock~~results;

23● our inability to develop or acquire new or needed technologies;

● ~~operating~~the ~~results~~public’s ~~that~~response ~~fall~~to ~~below~~press ~~expectations~~releases or other public announcements by us or third parties, including filings with the SEC;

● ~~regulatory~~changes ~~developments~~in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

● ~~economic~~the development and ~~other~~sustainability ~~external~~of ~~factors~~an active trading market for our common stock; and

● ~~period-to-period~~any ~~fluctuations~~future insales of our ~~financial~~common ~~results;~~stock by our officers, directors and significant stockholders.

●In ~~our~~addition, ~~inability~~the securities markets have from time-to-time ~~develop~~experienced orsignificant ~~acquire~~price ~~new~~and orvolume ~~needed~~fluctuations ~~technologies;~~that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

●Our shares of common stock are thinly traded, the ~~public’s~~price ~~response~~may tonot ~~press~~reflect ~~releases~~our orvalue, ~~other~~and ~~public~~there ~~announcements~~can bybe usno orassurance ~~third~~that ~~parties,~~there ~~including~~will ~~filings~~be ~~with~~an active market for our shares of common stock either now or in the ~~SEC;~~future.

●Our ~~changes~~shares inof ~~financial~~common ~~estimates~~stock are orthinly ~~ratings~~traded, our common stock is available to be traded and is held by ~~any~~a ~~securities~~small ~~analysts~~number ~~who~~of ~~follow~~holders, and the price may not reflect our actual or perceived value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business, among other things. We will take certain steps including utilizing investor awareness campaigns and firms, press releases, road shows and conferences to increase awareness of our ~~failure~~business. Any steps that we might take to ~~meet~~bring ~~these~~us ~~estimates~~to the awareness of investors may require that we compensate consultants with cash and/or ~~failure~~stock. There can be no assurance that there will be any awareness generated or the results of ~~those~~any ~~analysts~~efforts will result in any impact on our trading volume. Consequently, investors may not be able to ~~initiate~~liquidate their investment or ~~maintain~~liquidate ~~coverage~~it at a price that reflects the value of ~~our~~the ~~common~~business, ~~stock;~~and trading may be at an inflated price relative to the performance of the Company due to, among other things, the availability of sellers of our shares.

●If an active market should develop, the ~~development~~price ~~and~~may ~~sustainability~~be ofhighly anvolatile. ~~active~~Because ~~trading~~there ~~market~~is currently a low price for our shares of common stock;, many brokerage firms or clearing firms are not willing to effect transactions in the securities or accept our shares for deposit in an account. Many lending institutions will not permit the use of low-priced shares of common stock as collateral for any loans. Furthermore, our securities are currently traded on the OTCQB where it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about these companies, and (3) to obtain needed capital.

●Our ~~any~~common ~~future~~stock ~~sales~~may ofbe ~~our~~deemed ~~common~~a “penny stock,” bywhich would make it more difficult for our ~~officers,~~investors ~~directors~~to ~~and~~sell ~~significant~~their ~~stockholders~~shares.

InOur common stock is currently ~~addition,~~subject to the ~~securities~~“penny ~~markets~~stock” ~~have~~rules ~~from~~adopted ~~time-~~under Section 15(g) of the Exchange Act. The penny stock rules generally apply to~~-time~~ ~~experienced~~companies ~~significant~~whose ~~price~~common stock is not listed on The Nasdaq Stock Market or another national securities exchange and ~~volume~~trades ~~fluctuations~~at less than $4.00 per share, other than companies that ~~are~~have ~~unrelated~~had toaverage revenues of at least $6,000,000 for the last three years or that have tangible ~~operating~~net ~~performance~~worth of ~~particular~~at ~~companies~~least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These ~~market~~rules ~~fluctuations~~require, ~~may~~among ~~also~~other things, ~~materially~~that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and ~~adversely~~provide ~~affect~~investors with certain information concerning trading in the ~~market~~security, ~~price~~including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in these securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our ~~common~~securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

Our shares of common stock are thinly traded, the price may not reflect our value, and there can be no assurance that there will be an active market for our shares of common stock either now or in the future.24

~~Our shares~~Offers ofor ~~common~~availability ~~stock~~for ~~are~~sale ~~thinly~~of ~~traded, our common stock is available to be traded and is held by~~ a ~~small~~ substantial number of ~~holders,~~shares ~~and~~of ~~the price may not reflect~~ our ~~actual or perceived value. There can be no assurance that there will be an active market for our shares of~~ common stock ~~either~~may ~~now~~cause ~~or in~~ the ~~future.~~price ~~The market liquidity will be dependent on the perception~~ of our ~~operating~~common business, among other things. We will take certain steps including utilizing investor awareness campaigns and firms, press releases, road shows and conferences to increase awareness of our business. Any steps that we might take to bring us to the awareness of investors may require that we compensate consultants with cash and/or stock. ~~There can be no assurance that there will be any awareness generated or the results of any efforts will result in any impact on our trading volume. Consequently, investors may not be able~~ to liquidate their investment or liquidate it at a price that reflects the value of the business, and trading may be at an inflated price relative to the performance of the Company due to, among other things, the availability of sellers of our sharesdecline.

If an ~~active~~our ~~market~~stockholders ~~should~~sell ~~develop,~~substantial amounts ~~the~~of ~~price~~our ~~may~~common bestock ~~highly~~in ~~volatile.~~the ~~Because~~public ~~there~~market isupon ~~currently~~the aexpiration ~~low~~of ~~price~~any ~~for~~statutory ~~our~~holding ~~shares~~period ofunder ~~common~~Rule ~~stock~~144, ~~many~~ ~~brokerage firms~~ or ~~clearing~~shares ~~firms~~issued upon ~~are~~the ~~not~~exercise ~~willing~~of tooutstanding ~~effect~~options ~~transactions~~or inwarrants, ~~the~~it ~~securities~~could orcreate ~~accept~~a ~~our~~circumstance ~~shares~~commonly ~~for~~referred ~~deposit~~to inas an “overhang” ~~account.~~and, ~~Many~~in ~~lending~~anticipation ~~institutions~~of ~~will~~which, ~~not permit~~ the ~~use~~market ofprice ~~low-priced shares~~ of our common stock ascould ~~collateral~~fall. ~~for~~The ~~any~~existence ~~loans.~~of ~~Furthermore~~an overhang, ~~our~~ ~~securities~~whether ~~are~~or ~~currently~~not ~~traded~~sales onhave occurred ~~the~~or ~~OTCQB~~are ~~where~~occurring, italso iscould make more difficult ~~(1)~~our toability ~~obtain accurate quotations, (2)~~ to ~~obtain~~raise ~~coverage for~~additional ~~significant~~financing ~~news~~through ~~events~~the ~~because~~sale ~~major~~of ~~wire~~equity ~~services~~or ~~generally~~equity-related securities doin ~~not~~the ~~publish~~future ~~press~~at ~~releases~~a ~~about~~time ~~these~~and ~~companies,~~price ~~and~~that ~~(3)~~we todeem ~~obtain needed~~reasonable ~~capital~~or appropriate.

Our ~~common~~ ~~stock~~Form ~~may~~S-1 befilings ~~deemed~~disclose the adilutive ~~“penny~~effect ~~stock,”~~of ~~which~~the ~~would~~Company’s ~~make~~stock itsales ~~more~~under ~~difficult~~various ~~for our investors to sell their shares~~offerings.

~~Our common~~Sales ~~stock is currently subject to the “penny stock” rules adopted under Section 15(g)~~ of ~~the~~substantial ~~Exchange Act. The penny stock~~amounts ~~rules~~of ~~generally~~our ~~apply to companies whose~~ common stock isin ~~not~~the ~~listed~~public ~~on The Nasdaq Stock Market or another national securities exchange and trades at less than $4.00 per share~~market, ~~other than companies that have had average revenues of at least $6,000,000 for the last three years~~ or ~~that have tangible net worth of at least $5,000,000 ($2,000,000 if~~ the ~~company~~perception ~~has been operating for three or more years). These rules require, among other things,~~ that ~~brokers~~these ~~who~~sales ~~trade~~could ~~penny stock to persons other than “established customers” complete certain documentation~~occur, ~~make~~could ~~suitability~~adversely ~~inquiries~~affect ~~of investors and provide investors with certain information concerning trading in~~ the ~~security,~~price ~~including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because~~ of ~~the~~our ~~requirements of the penny~~ common stock ~~rules~~ and, asimpair aour ~~result,~~ability ~~the number of broker-dealers willing~~ to ~~act~~ asraise ~~market~~capital ~~makers~~through ~~in these securities is limited. If we remain subject to~~ the ~~penny~~sale stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of ~~our securities~~shares.

24Because we became public by means of a reverse merger, we may not be able to attract the attention of major brokerage firms.

~~Offers~~There may be risks associated orwith ~~availability~~us ~~for~~having ~~sale~~become ofpublic through a ~~substantial~~“reverse ~~number~~merger.” ofSecurities ~~shares~~analysts of ~~our~~major ~~common~~brokerage ~~stock~~firms may ~~cause~~not provide coverage of us since there is no incentive to brokerage firms to recommend the ~~price~~purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to ~~decline~~conduct any offerings on our behalf.

~~If our~~Any ~~stockholders sell~~ substantial ~~amounts~~sale of ~~our common~~ stock inby ~~the public market upon the expiration of any statutory holding period~~existing ~~under~~shareholders ~~Rule 144, or shares issued upon the exercise of outstanding options or warrants, it~~ could ~~create~~depress ~~a circumstance commonly referred to as an “overhang” and, in anticipation of which,~~ the market ~~price~~value of our ~~common~~ stock ~~could fall. The existence of an overhang~~, ~~whether~~ orthereby ~~not~~devaluing ~~sales~~the ~~have~~market ~~occurred~~price orand ~~are~~causing ~~occurring,~~investors ~~also could make more difficult our ability~~ to ~~raise~~risk ~~additional~~losing ~~financing through~~all ~~the~~or ~~sale~~part of ~~equity~~their ~~or equity-related securities in the future at a time and price that we deem reasonable or appropriate~~investment.

~~Our~~Stockholders, including our ~~Form~~directors ~~S-1~~and ~~filings~~officers ~~disclose~~hold ~~the~~a ~~dilutive~~large number of our outstanding shares. We can make no prediction as to the effect, if any, that sales of shares, or the ~~Company’s~~availability of shares for future sale, will have on the prevailing market price of our shares of common stock. Sales of substantial amounts of shares in the public market, or the perception that such sales ~~under~~could ~~various~~occur, ~~offerings~~could depress prevailing market prices for the shares. Such sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price which it deems appropriate.

~~Sales of~~Our ~~substantial~~issuance ~~amounts~~ of ~~our~~preferred ~~common~~ stock in the ~~public~~future may ~~market, or the perception that these sales could occur, could~~ adversely affect the ~~price~~rights of our common ~~stock and impair our ability to raise capital through the sale of shares~~stockholders.

~~Because~~Our certificate of incorporation wepermits ~~became~~us ~~public~~to byissue ~~means~~up to 5,000,000 shares of apreferred ~~reverse~~stock ~~merger~~with such rights and preferences as the Board of Directors may designate. As a result, weour Board of Directors may ~~not~~authorize bea ~~able~~series of preferred stock that would grant to ~~attract~~preferred stockholders’ preferential rights to our assets upon liquidation; the ~~attention~~right to receive dividends before dividends become payable to our common stockholders; the right to redemption of ~~major~~the ~~brokerage~~preferred ~~firms~~stock prior to the redemption of our common stock; and super-voting rights to our preferred stockholders. To the extent that we designate and issue such a class or series of preferred stock, the rights of our common stockholders may be impaired.

~~There may~~Risks beRelated ~~risks associated with us having become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is no incentive~~ to ~~brokerage~~Our ~~firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on our behalf.~~IP

~~Any substantial~~Our ~~sale~~Success ofMay ~~stock~~Depend byon ~~existing~~Our ~~shareholders~~Ability ~~could~~to Obtain ~~depress~~and ~~the~~Protect ~~market value of our stock, thereby devaluing~~ the ~~market~~Proprietary ~~price~~Information ~~and causing~~on ~~investors~~Which toWe ~~risk~~Base ~~losing~~Our ~~all~~UAV ~~or part of their investment~~Products.

~~Stockholders, including~~As ~~our~~we ~~directors~~acquire ~~and~~companies ~~officers~~with intellectual ~~hold~~property a(“IP”) ~~large~~that ~~number~~is ofimportant ~~our outstanding shares. We can make no prediction as~~ to the ~~effect,~~development ~~if any, that sales~~ of ~~shares, or the availability of shares for future sale, will have on the prevailing market price of~~ our ~~shares~~UAV ~~of common stock. Sales of substantial amounts of shares in the public market~~products, orwe ~~the~~will ~~perception~~need ~~that such sales could occur, could depress prevailing market prices for the shares. Such sales may also make it more difficult for us~~ to ~~sell equity securities or equity-related securities in the future at a time and price which it deems appropriate.~~:

~~Our issuance~~● ofobtain ~~preferred~~valid ~~stock~~and inenforceable ~~the future may adversely affect the rights of our common stockholders.~~patents;

~~Our certificate~~● ofprotect ~~incorporation~~trade permits us to issue up to 5,000,000 shares of preferred stock with such rights and preferences as the Board of Directors may designate. As a result, our Board of Directors may authorize a series of preferred stock that would grant to preferred stockholders’ preferential rights to our assets upon liquidationsecrets; ~~the right to receive dividends before dividends become payable to our common stockholders; the right to redemption of the preferred stock prior to the redemption of our common stock;~~ and ~~super-voting rights to our preferred stockholders. To the extent that we designate and issue such a class or series of preferred stock, the rights of our common stockholders may be impaired.~~

~~Risks Related~~● tooperate ~~Our~~without IPinfringing upon the proprietary rights of others.

~~Our~~We will be able to protect ~~Success~~our ~~May~~proprietary ~~Depend~~technology onfrom ~~Our~~unauthorized ~~Ability~~use by third parties only to ~~Obtain~~the extent that such proprietary rights are covered by valid and ~~Protect~~enforceable ~~the~~patents ~~Proprietary~~or ~~Information~~are oneffectively ~~Which~~maintained Weas ~~Base~~trade ~~Our~~secrets. ~~UAV~~Any ~~Products~~non-confidential disclosure to or misappropriation by third parties of our confidential or proprietary information could enable competitors to quickly duplicate or surpass our technological achievements, thus eroding our competitive position in our market.

~~As we acquire companies with intellectual property (“IP”) that is important to the development of our UAV products, we will need to:~~25

●The patent application process, also known as patent prosecution, is expensive and time-consuming, and we and our current or future licensors and licensees may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we or our current licensors, or any future licensors or licensees, will fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to obtain ~~valid~~patent protection on them. Therefore, these and ~~enforceable~~any of our patents; and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. It is possible that defects of form in the preparation or filing of our patents or patent applications may exist, or may arise in the future, for example with respect to proper priority claims or inventorship. If we or our current licensors or licensees, or any future licensors or licensees, fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If our current licensors or licensees, or any future licensors or licensees, are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised. If there are material defects in the form or preparation of our patents or patent applications, such patents or applications may be invalid and unenforceable. Any of these outcomes could impair our ability to prevent competition from third parties, which may harm our business.

●The patent applications that we may own or license may fail to result in issued patents in the United States or in other countries. Even if patents do issue on such patent applications, third parties may challenge the validity, enforceability or scope thereof, which may result in such patents being narrowed, invalidated or held unenforceable. For example, U.S. patents can be challenged by any person before the new USPTO Patent Trial and Appeals Board at any time within the one-year period following that person’s receipt of an allegation of infringement of the patents. Patents granted by the European Patent Office may be similarly opposed by any person within nine months from the publication of the grant. Similar proceedings are available in other jurisdictions, and in the United States, Europe and other jurisdictions third parties can raise questions of validity with a patent office even before a patent is granted. Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect ~~trade~~our ~~secrets;~~intellectual property or prevent others from designing around our claims. If the breadth or strength of protection provided by the patents and patent applications we hold or pursue with respect to our product candidates is successfully challenged, then our ability to commercialize such product candidates could be negatively affected, and we may face unexpected competition that could harm our business. Further, if we encounter delays in our clinical trials, the period of time during which we or our collaborators could market our product candidates under patent protection would be reduced.

●The ~~operate~~degree ~~without~~of ~~infringing~~future ~~upon~~protection of ~~the~~our proprietary rights ofis ~~others~~uncertain. Patent protection may be unavailable or severely limited in some cases and may not adequately protect our rights or permit us to gain or keep our competitive advantage. For example:

~~We will~~● bewe ~~able~~might tonot ~~protect~~have ~~our~~been ~~proprietary~~the ~~technology~~first ~~from~~to ~~unauthorized~~invent ~~use~~or bythe ~~third~~first ~~parties only~~ to file the ~~extent~~inventions ~~that such proprietary rights are~~ covered by ~~valid~~each ~~and enforceable patents or are effectively maintained as trade secrets. Any non-confidential disclosure to or misappropriation by third parties~~ of our ~~confidential~~pending orpatent ~~proprietary~~applications ~~information~~and ~~could~~issued ~~enable competitors to quickly duplicate or surpass our technological achievements, thus eroding our competitive position in our market.~~patents;

25● others may be able to make, use, sell, offer to sell or import products that are similar to our products or product candidates but that are not covered by the claims of our patents; others may independently develop similar or alternative technologies or duplicate any of our technologies;

~~The patent~~● application process, also known as patent prosecution, is expensive and time-consuming, and we and our current or future licensors and licensees may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we or our current licensors, or any future licensors or licensees, will fail to identify patentable aspects of inventions made in the ~~course~~proprietary of development and commercialization activities before it is too late to obtain patent protection on them. Therefore, these and any of our patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. It is possible that defects of form in the preparation or filing of our patents or patent applications may exist, or may arise in the future, for example with respect to proper priority claims or inventorship. If we or our current licensors or licensees, or any future licensors or licensees, fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If our current licensors or licensees, or any future licensors or licensees, are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of ~~any~~others ~~patent rights, such patent rights could be compromised. If there are material defects in the form or preparation of our patents or patent applications, such patents or applications~~ may behave ~~invalid~~an ~~and~~adverse ~~unenforceable.~~effect ~~Any~~on ~~of these outcomes could impair~~ our ~~ability to prevent competition from third parties, which may harm our~~ business.;

~~The patent~~● ~~applications~~any ~~that~~proprietary rights we ~~may own or license may fail to result in issued patents in the United States or in other countries. Even if patents~~ do ~~issue~~obtain ~~on such patent applications, third parties~~ may ~~challenge~~not ~~the~~encompass ~~validity,~~commercially ~~enforceability~~viable ~~or scope thereof~~products, ~~which~~ may ~~result~~ innot ~~such~~provide ~~patents~~us ~~being~~with ~~narrowed, invalidated or held unenforceable. For example, U.S. patents can be challenged by~~ any ~~person~~competitive ~~before the~~advantages ~~new~~or USPTO Patent Trial and Appeals Board at any time within the one-year period following that person’s receipt of an allegation of infringement of the patents. Patents granted by the European Patent Office may be ~~similarly~~challenged ~~opposed~~ by ~~any person within nine months from the publication of the grant. Similar proceedings are available in other jurisdictions, and in the United States, Europe and other jurisdictions~~ third parties can raise questions of validity with a patent office even before a patent has granted. Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect our intellectual property or prevent others from designing around our claims. If the breadth or strength of protection provided by the patents and patent applications we hold or pursue with respect to our product candidates is successfully challenged, then our ability to commercialize such product candidates could be negatively affected, and we may face unexpected competition that could harm our business. Further, if we encounter delays in our clinical trials, the period of time during which we or our collaborators could market our product candidates under patent protection would be reduced.;

~~The degree~~● ofany ~~future~~patents ~~protection~~we ofobtain ~~our proprietary rights is uncertain. Patent protection may be unavailable~~ or ~~severely~~our ~~limited~~ in-licensed ~~some cases~~issued ~~and~~patents may not ~~adequately~~be ~~protect~~valid ~~our rights~~ or ~~permit~~enforceable; ~~us to gain~~ or ~~keep our competitive advantage. For example:~~

● we ~~might~~may not ~~have~~develop ~~been~~additional ~~the~~technologies ~~first to invent~~ or ~~the~~products ~~first~~that toare ~~file~~patentable ~~the~~or ~~inventions~~suitable ~~covered~~to bymaintain ~~each~~as oftrade ~~our pending patent applications and issued patents;~~secrets.

●If ~~others~~we ~~may~~or beour ~~able~~current tolicensors or ~~make~~licensees, ~~use,~~or ~~sell~~any future licensors or licensees, ~~offer~~fail to ~~sell~~prosecute, ormaintain ~~import~~and ~~products~~enforce ~~that~~patent ~~are~~protection ~~similar~~for toour product candidates, our ~~products~~ability orto develop and commercialize our product candidates ~~but~~could ~~that~~be ~~are~~harmed and we might not ~~covered~~be byable to prevent competitors from making, using and selling competing products. This failure to properly protect the ~~claims~~intellectual ofproperty ~~our~~rights ~~patents;~~relating ~~others~~to ~~may~~our ~~independently~~product ~~develop~~candidates could ~~similar~~harm orour ~~alternative~~business, ~~technologies~~financial orcondition ~~duplicate~~and ~~any~~operating ofresults. Moreover, our ~~technologies;~~competitors may independently develop equivalent knowledge, methods and know-how.

~~● the proprietary rights of others may have an adverse effect on our business;~~26

●Even ~~any~~where laws provide protection, costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and the outcome of such litigation would be uncertain. If we door ~~obtain~~one ~~may~~of our collaborators were to initiate legal proceedings against a third party to enforce a patent covering the product candidate, the defendant could assert an affirmative defense or counterclaim that our patent is not ~~encompass~~infringed, invalid ~~commercially~~and/or ~~viable~~unenforceable. ~~products~~In patent litigation in the United States, defendant defenses and counterclaims alleging non-infringement, invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, anticipation or obviousness, and lack of written description, definiteness or enablement. Patents may ~~not~~be ~~provide~~unenforceable usif someone connected with ~~any~~prosecution ~~competitive~~of ~~advantages~~the patent withheld material information from the USPTO, or made a misleading statement, during prosecution. The outcomes of proceedings involving assertions of invalidity and unenforceability are unpredictable. It is possible that prior art of which we and the patent examiner were unaware during prosecution exists, which would render our patents invalid. Moreover, it is also possible that prior art may exist that we are aware of, but that we do not believe are relevant to our current or future patents, that could nevertheless be ~~challenged~~determined byto ~~third~~render ~~parties;~~our patents invalid. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability of our patents covering one of our product candidates, we would lose at least part, and perhaps all, of the patent protection on such product candidate. Such a loss of patent protection would harm our business. Moreover, our competitors could counterclaim in any suit to enforce our patents that we infringe their intellectual property. Furthermore, some of our competitors have substantially greater intellectual property portfolios, and resources, than we do.

●Our ~~any~~ability ~~patents~~to westop ~~obtain~~third parties from using our technology or making, using, selling, offering to sell or importing our ~~in-licensed~~products ~~issued~~is dependent upon the extent to which we have rights under valid and enforceable patents that cover these activities. If any patent we currently or in the future may own or license is deemed not infringed, invalid or unenforceable, it could impact our commercial success. We cannot predict the breadth of claims that may be ~~valid~~issued from any patent applications we currently or ~~enforceable;~~may in the future own or license from third parties.

●To wethe extent that consultants or key employees apply technological information independently developed by them or by others to our product candidates, disputes may arise as to who has the proprietary rights to such information and product candidates, and certain of such disputes may not ~~develop~~be ~~additional~~resolved in ~~technologies~~our orfavor. ~~products~~Consultants and key employees that work with our confidential and proprietary technologies are ~~patentable~~required orto ~~suitable~~assign all intellectual property rights in their inventions and discoveries created during the scope of their work to ~~maintain~~our ascompany. ~~trade~~However, ~~secrets~~these consultants or key employees may terminate their relationship with us, and we cannot preclude them indefinitely from dealing with our competitors.

If we orare ~~our~~unable ~~current licensors or licensees, or any future licensors or licensees, fail~~ to ~~prosecute,~~prevent ~~maintain~~disclosure ~~and enforce patent protection~~of ~~for~~ our ~~product~~trade ~~candidates,~~secrets ~~our~~or ~~ability~~other toconfidential ~~develop~~information ~~and commercialize our product candidates could be harmed and we might not be able~~ to ~~prevent~~third ~~competitors from making~~parties, ~~using and selling competing products. This failure to properly protect the intellectual property rights relating to~~ our ~~product~~competitive ~~candidates~~position ~~could harm our business, financial condition and operating results. Moreover, our competitors~~ may ~~independently~~be ~~develop equivalent knowledge, methods and know-how~~impaired.

26We also may rely on trade secrets to protect our technology, especially where we do not believe patent protection is appropriate or obtainable. Our ability to stop third parties from obtaining the information or know-how necessary to make, use, sell, offer to sell or import our products or practice our technology is dependent in part upon the extent to which we prevent disclosure of the trade secrets that cover these activities. Trade secret rights can be lost through disclosure to third parties. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, outside scientific collaborators and other advisors may unintentionally or willfully disclose our trade secrets to third parties, resulting in loss of trade secret protection. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how, which would not constitute a violation of our trade secret rights. Enforcing a claim that a third party is engaged in the unlawful use of our trade secrets is expensive, difficult and time consuming, and the outcome is unpredictable. In addition, recognition of rights in trade secrets and a willingness to enforce trade secrets differs in certain jurisdictions.

Even where laws provide protection, costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and the outcome of such litigation would be uncertain. If we or one of our collaborators were to initiate legal proceedings against a third party to enforce a patent covering the product candidate, the defendant could assert an affirmative defense or counterclaim that our patent is not infringed, invalid and/or unenforceable. In patent litigation in the United States, defendant defenses and counterclaims alleging non-infringement, invalidity and/or unenforceability are ~~commonplace.~~sued ~~Grounds~~ for ainfringing ~~validity challenge could be an alleged failure~~intellectual toproperty ~~meet~~rights ~~any~~ of ~~several~~third ~~statutory requirements~~parties, ~~including~~it ~~lack~~will ofbe ~~novelty,~~costly ~~anticipation or obviousness,~~ and ~~lack~~time ~~of written description~~consuming, ~~definiteness~~ or enablement. Patents may be unenforceable if someone connected with prosecution of the patent withheld material information from the USPTO, or made a misleading statement, during prosecution. The outcomes of proceedings involving assertions of invalidity and ~~unenforceability~~ ~~are~~an ~~unpredictable.~~unfavorable Itoutcome isin ~~possible~~ that ~~prior~~litigation art of which we and the patent examiner were unaware during prosecution exists, which would render our patents invalid. Moreover, it is also possible that prior art may exist that we are aware of, but that we do not believe are relevant to our current or future patents, that could nevertheless be determined to render our patents invalid. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability of our patents covering one of our product candidates, we would lose at least part, and perhaps all, of the patent protection on such product candidate. Such a loss of patent protection would harm our business. Moreover, our competitors could counterclaim in any suit to enforce our patents that we infringe their intellectual property. Furthermore, some of our competitors have substantially greater intellectual property portfolios, and resources, than we do.

Our commercial success depends significantly on our ability to ~~stop~~operate without infringing, violating or misappropriating the patents and other proprietary rights of third parties. ~~from~~Our ~~using~~own ~~our~~technologies ~~technology~~we acquire or ~~making,~~develop ~~using~~may infringe, ~~selling~~violate or misappropriate the patents or other proprietary rights of third parties, ~~offering~~or we may be subject to ~~sell~~third-party orclaims ~~importing~~of ~~our~~such ~~products~~infringement. isNumerous ~~dependent~~U.S. and foreign issued patents and pending ~~upon~~patent applications owned by third parties, exist in the ~~extent~~fields toin which we ~~have~~are ~~rights~~developing ~~under~~our ~~valid~~product ~~and~~candidates. ~~enforceable~~Because ~~patents~~some ~~that~~patent applications ~~cover~~may ~~these~~be ~~activities.~~maintained Ifin ~~any~~secrecy until the patents are issued, because publication of patent weapplications ~~currently~~is oroften delayed, and because publications in the ~~future~~scientific ~~may~~literature ~~own~~often lag behind actual discoveries, we cannot be certain that we were the first to invent the technology or ~~license~~that isothers ~~deemed~~have not ~~infringed,~~filed ~~invalid~~patent orapplications ~~unenforceable,~~for ittechnology ~~could~~covered ~~impact~~by our ~~commercial~~pending ~~success~~applications. We ~~cannot~~may not ~~predict~~be ~~the~~aware ~~breadth~~ of ~~claims~~patents that ~~may~~have bealready issued ~~from~~that ~~any~~a ~~patent~~third ~~applications~~party might assert are infringed by our product candidates. It is also possible that patents of which we ~~currently~~are oraware, but which we do not believe are relevant to our product candidates, could nevertheless be found to be infringed by our product candidates. Moreover, we may inface patent infringement claims from non-practicing entities that have no relevant product revenue and against whom our own patent portfolio may thus have no deterrent effect. In the future, ~~own~~we ormay ~~license~~agree ~~from~~to ~~third~~indemnify our manufacturing partners against certain intellectual property claims brought by third parties.

To the extent that consultants or key employees apply technological information independently developed by them or by others to our product candidates, disputes may arise as to who has the proprietary rights to such information and product candidates, and certain of such disputes may not be resolved in our favor. Consultants and key employees that work with our confidential and proprietary technologies are required to assign all intellectual property rights in their inventions and discoveries created during the scope of their work to our company. However, these consultants or key employees may terminate their relationship with us, and we cannot preclude them indefinitely from dealing with our competitors.27

IfIntellectual property litigation involves many risks and uncertainties, and there is no assurance that we ~~are~~will ~~unable~~prevail in any lawsuit brought against us. Third parties making claims against us for infringement, violation or misappropriation of their intellectual property rights may seek and obtain injunctive or other equitable relief, which could effectively block our ability to ~~prevent~~further ~~disclosure~~develop and commercialize our product candidates. Further, if a patent infringement suit were brought against us, we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. Defense of these claims, regardless of their merit, would cause us to incur substantial expenses and, would be a substantial diversion of resources from our ~~trade~~business. ~~secrets~~In the event of a successful claim of any such infringement, violation or ~~other~~misappropriation, ~~confidential~~we ~~information~~may need to obtain licenses from such third parties, and we and our ~~competitive~~partners may ~~position~~be prevented from pursuing product development or commercialization and/or may be required to pay damages. We cannot be certain that any licenses required under such patents or proprietary rights would be made available to us, or that any offer to license would be made available to us on commercially reasonable terms. If we cannot obtain such licenses, we and our collaborators may be ~~impaired~~restricted or prevented from manufacturing and selling products employing our technology. These adverse results, if they occur, could adversely affect our business, results of operations and prospects, and the value of our shares.

We ~~also~~ may ~~rely~~become oninvolved ~~trade~~in ~~secrets~~lawsuits to protect ~~our technology, especially where we do not believe patent protection is appropriate or obtainable.~~ ~~Our ability to stop third parties from obtaining the information~~ or ~~know-how~~enforce ~~necessary~~our topatents ~~make, use, sell, offer to sell~~ or import our products or practice our technology is dependent in part upon the extent to which we prevent disclosure of the trade secrets that cover these activities. Trade secret rights can be lost through disclosure to third parties. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, outside scientific collaborators and other ~~advisors~~intellectual ~~may unintentionally or willfully disclose our trade secrets to third parties~~property, ~~resulting in loss of trade secret protection. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how,~~ which ~~would~~could ~~not~~be ~~constitute a violation of our trade secret rights. Enforcing a claim that a third party is engaged in the unlawful use of our trade secrets is~~ expensive, ~~difficult and~~ time consuming, and ~~the outcome is unpredictable~~unsuccessful. ~~In addition, recognition of rights in trade secrets and a willingness to enforce trade secrets differs in certain jurisdictions.~~

~~If we~~The ~~are~~defense ~~sued~~and ~~for~~prosecution of ~~infringing~~contractual or intellectual property ~~rights~~lawsuits, ofUSPTO ~~third~~interference ~~parties~~or derivation proceedings, itEuropean ~~will~~Patent beOffice ~~costly~~oppositions and related ~~time~~legal ~~consuming~~and administrative proceedings in the United States, Europe and another ~~unfavorable~~countries, ~~outcome~~involve complex legal and factual questions. inAs ~~that~~a ~~litigation~~result, ~~could~~such ~~harm~~proceedings ~~our~~may ~~business~~be costly and time-consuming to pursue and their outcome is uncertain.

~~Our commercial~~Litigation success depends significantly on our ability to operate without infringing, violating or misappropriating the patents and other proprietary rights of third parties. Our own technologies we acquire or develop may ~~infringe, violate or misappropriate the patents or other proprietary rights of third parties, or we may~~ be ~~subject to third-party claims of such infringement. Numerous U.S. and foreign~~necessary issued patents and pending patent applications owned by third parties, exist in the fields in which we are developing our product candidates. Because some patent applications may be maintained in secrecy until the patents are issued, because publication of patent applications is often delayed, and because publications in the scientific literature often lag behind actual discoveries, we cannot be certain that we were the first to invent the technology or that others have not filed patent applications for technology covered by our pending applications. We may not be aware of patents that have already issued that a third party might assert are infringed by our product candidates. It is also possible that patents of which we are aware, but which we do not believe are relevant to our product candidates, could nevertheless be found to be infringed by our product candidates. Moreover, we may face patent infringement claims from non-practicing entities that have no relevant product revenue and against whom our own patent portfolio may thus have no deterrent effect. In the future, we may agree to indemnify our manufacturing partners against certain intellectual property claims brought by third parties.:

27● protect and enforce our patents and any future patents issuing on our patent applications;

~~Intellectual property~~● ~~litigation~~enforce ~~involves many risks and uncertainties, and there is no assurance that we will prevail in any lawsuit brought against us. Third parties making claims against us for infringement, violation~~ or ~~misappropriation~~clarify of their intellectual property rights may seek and obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize our product candidates. Further, if a patent infringement suit were brought against us, we could be forced to stop or delay research, development, manufacturing or sales of the ~~product~~terms ~~or product candidate that is the subject~~ of the suit. Defense of these claims, regardless of their merit, would cause us to incur substantial expenses and, would be a substantial diversion of resources from our business. In the event of a successful claim of any such infringement, violation or misappropriation, we may need to obtain licenses ~~from such third parties and~~ we ~~and~~have ~~our~~granted ~~partners may be prevented from pursuing product development~~ or ~~commercialization and/or~~ may be ~~required~~granted toin pay damages. We cannot be certain that any licenses required under such patents or proprietary rights would be made available to us, or that any offer to license would be made available to us on commercially reasonable terms. If we cannot obtain such licenses, we and our collaborators may be restricted or prevented from manufacturing and selling products employing our technology. These adverse results, if they occur, could adversely affect our business, results of operations and prospects, and the ~~value of our shares.~~future;

~~We may~~● ~~become~~protect ~~involved~~and inenforce ~~lawsuits~~trade tosecrets, ~~protect~~know-how orand ~~enforce~~other ~~our~~proprietary ~~patents~~rights orthat ~~other~~we ~~intellectual~~own ~~property~~or have licensed, ~~which~~or ~~could~~may belicense ~~expensive,~~in ~~time~~the ~~consuming and~~future; ~~unsuccessful.~~or

~~The defense~~● ~~and~~determine ~~prosecution~~the ~~of contractual or intellectual property lawsuits~~enforceability, ~~USPTO~~scope ~~interference or derivation proceedings, European Patent Office oppositions~~ and ~~related~~validity ~~legal~~of ~~and administrative proceedings in~~ the ~~United~~proprietary ~~States,~~rights ~~Europe~~of ~~and~~third ~~other~~parties ~~countries, involve complex legal~~ and ~~factual~~defend ~~questions.~~against Asalleged apatent ~~result, such proceedings may be costly and time-consuming to pursue and their outcome is uncertain~~infringement.

~~Litigation~~Competitors may infringe our intellectual property. As a result, we may be required to file infringement claims to stop third-party infringement or unauthorized use. This can be expensive, particularly for a company of our size, and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patent claims do not cover its technology or that the factors necessary to: grant an injunction against an infringer are not satisfied. An adverse determination of any litigation or other proceedings could put one or more of our patents at risk of being invalidated, interpreted narrowly, or amended such that they do not cover our product candidates. Moreover, such adverse determinations could put our patent applications at risk of not issuing, or issuing with limited and potentially inadequate scope to cover our product candidates or to prevent others from marketing similar products.

●Interference, ~~protect~~derivation ~~and~~or other ~~enforce~~proceedings brought at the USPTO, may be necessary to determine the priority or patentability of inventions with respect to our patent ~~patents~~applications or those of our licensors or potential collaborators. Litigation or USPTO proceedings brought by us may fail or may be invoked against us by third parties. Even if we are successful, domestic or foreign litigation or USPTO or foreign patent office proceedings may result in substantial costs and ~~any~~distraction ~~future~~to ~~patents~~our ~~issuing~~management. onWe may not be able, alone or with our ~~patent~~licensors ~~applications;~~or potential collaborators, to prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect such rights as fully as in the United States.

●Furthermore, ~~enforce~~because of the substantial amount of discovery required in connection with intellectual property litigation or ~~clarify~~other ~~the~~proceedings, ~~terms~~there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation or other proceedings. In addition, during the ~~licenses~~course weof ~~have~~this ~~granted~~kind of litigation or ~~may~~proceedings, there could be ~~granted~~public inannouncements of the ~~future;~~results of hearings, motions or other interim proceedings or developments or public access to related documents. If investors perceive these results to be negative, the market price for our common stock could be significantly harmed.

●Some ~~protect~~of ~~and~~our ~~enforce~~competitors ~~trade~~may be ~~secrets,~~able ~~know~~to sustain the costs of patent-~~how~~related ~~and~~disputes, ~~other~~including ~~proprietary~~patent ~~rights~~litigation, ~~that~~more effectively than we ~~own~~can orbecause they have ~~licensed~~substantially greater resources. In addition, orany ~~may~~uncertainties ~~license~~resulting infrom the ~~future;~~initiation orand continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

~~● determine the enforceability, scope and validity of the proprietary rights of third parties and defend against alleged patent infringement.~~28

~~Competitors may~~We ~~infringe our intellectual property. As a result, we~~ may not be ~~required~~able to ~~file~~enforce ~~infringement claims to stop third-party infringement or unauthorized use. This can be expensive, particularly for a company of~~ our ~~size, and time-consuming. In addition, in an infringement~~intellectual ~~proceeding,~~property arights ~~court~~throughout ~~may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop~~ the other party from using the technology at issue on the grounds that our patent claims do not cover its technology or that the factors necessary to grant an injunction against an infringer are not satisfiedworld. An adverse determination of any litigation or other proceedings could put one or more of our patents at risk of being invalidated, interpreted narrowly, or amended such that they do not cover our product candidates. Moreover, such adverse determinations could put our patent applications at risk of not issuing, or issuing with limited and potentially inadequate scope to cover our product candidates or to prevent others from marketing similar products.

~~Interference~~Filing, prosecuting and defending ~~derivation~~patents oron ~~other~~our ~~proceedings~~product ~~brought~~candidates atin all countries throughout the ~~USPTO~~world would be prohibitively expensive. The requirements for patentability may differ in certain countries, particularly in developing countries. Moreover, our ability to protect and enforce our intellectual property rights may be ~~necessary~~adversely toaffected ~~determine~~by ~~the~~unforeseen ~~priority~~changes orin ~~patentability~~foreign intellectual property laws. Additionally, laws of ~~inventions~~some ~~with~~countries outside ~~respect~~of the United States do not afford intellectual property protection to ~~our~~the ~~patent~~same ~~applications~~extent oras ~~those~~the laws of ~~our~~the ~~licensors~~United orStates. ~~potential~~Many ~~collaborators.~~companies have ~~Litigation~~encountered orsignificant ~~USPTO~~problems ~~proceedings~~in ~~brought~~protecting byand usdefending intellectual property rights in certain foreign jurisdictions. The legal ~~may~~systems ~~fail~~of orsome ~~may~~countries, beparticularly ~~invoked~~developing ~~against~~countries, usdo bynot ~~third~~favor ~~parties~~the enforcement of patents and other intellectual property rights. ~~Even~~This ifcould wemake ~~are~~it ~~successful,~~difficult ~~domestic~~for orus ~~foreign~~to ~~litigation~~stop orthe ~~USPTO~~infringement of our patents or ~~foreign~~the misappropriation of our other intellectual ~~patent~~property ~~office~~rights. ~~proceedings~~For ~~may~~example, ~~result~~many inforeign ~~substantial~~countries ~~costs~~have ~~and~~compulsory ~~distraction~~licensing tolaws ~~our~~under ~~management~~which a patent owner must grant licenses to third parties. WeConsequently, we may not be able, ~~alone~~to orprevent ~~with~~third parties from practicing our ~~licensors~~inventions in all countries outside the United orStates. ~~potential~~Competitors ~~collaborators~~may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to ~~prevent~~territories ~~misappropriation~~where ofwe have patent protection, if our ~~proprietary~~ability ~~rights~~to enforce our patents to stop infringing activities is inadequate. These products may compete with our products, ~~particularly~~and inour ~~countries~~patents ~~where~~or ~~the~~other ~~laws~~intellectual property rights may not ~~protect such~~be ~~rights~~effective asor ~~fully~~sufficient asto inprevent ~~the~~them ~~United~~from ~~States~~competing.

~~Furthermore, because~~Proceedings ofto ~~the~~enforce ~~substantial~~our patent ~~amount~~rights ~~of discovery required~~ in ~~connection~~foreign ~~with~~jurisdictions, ~~intellectual~~whether ~~property litigation~~ or ~~other~~not ~~proceedings~~successful, ~~there is~~could aresult ~~risk~~in ~~that~~substantial ~~some~~costs ofand divert our ~~confidential~~efforts ~~information~~and ~~could~~resources from beother ~~compromised~~aspects byof ~~disclosure~~our ~~during~~business. ~~this~~Furthermore, ~~type~~while ofwe ~~litigation~~intend orto ~~other~~protect ~~proceedings. In~~our ~~addition,~~intellectual ~~during~~property ~~the~~rights ~~course~~in ofmajor ~~this~~markets ~~kind~~for ofour products, ~~litigation~~we orcannot ~~proceedings,~~ensure ~~there~~that ~~could~~we will be ~~public~~able ~~announcements~~to ofinitiate ~~the~~or ~~results~~maintain ofsimilar ~~hearings, motions~~efforts orin ~~other~~all ~~interim~~jurisdictions ~~proceedings~~in orwhich ~~developments~~we ormay ~~public~~wish ~~access~~ to ~~related~~market our ~~documents~~products. IfAccordingly, ~~investors~~our ~~perceive~~efforts ~~these results~~ to ~~be negative,~~protect ~~the~~our ~~market~~intellectual ~~price~~property ~~for~~rights ~~our~~in ~~common~~such ~~stock~~countries ~~could~~may be ~~significantly harmed~~inadequate.

~~Some of~~Risks ~~our~~Related ~~competitors may be able~~ to ~~sustain~~Our ~~the costs of patent~~S-~~related~~1 ~~disputes, including patent litigation, more effectively than we can because they have substantially greater resources~~Offering. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

28GHS INVESTMENTS, LLC WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR COMMON STOCK.

WeThe ~~may~~common ~~not~~stock to be ~~able~~issued to ~~enforce~~GHS Investments, LLC (“GHS”) pursuant to the Equity Financing Agreement dated October 5, 2023 will be purchased at a 80% discount to the (“Market Price”, which is the lowest closing trading price (the closing trading price as reported by Bloomberg LP) of the common stock for any single trading day during the ten consecutive trading days immediately following the date of our ~~intellectual~~notice ~~property~~to ~~rights~~GHS ~~throughout~~of our election to put shares pursuant to the ~~world~~Equity Financing Agreement (the “Pricing Period”). GHS has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If GHS sells the shares, the price of our common stock could decrease. If our stock price decreases, GHS may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price. Following an up-list to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the lowest volume weighted average price (“VWAP”) during the relevant Pricing Period, subject to a floor price of $0.0135 per share, below which the Company shall not deliver a Put.

~~Filing, prosecuting~~Future ~~and~~issuances ~~defending~~of ~~patents~~common onshares ~~our product candidates in all countries throughout the world would be prohibitively expensive. The requirements for patentability~~ may ~~differ in certain countries, particularly in developing countries. Moreover, our ability to protect~~ ~~and enforce our intellectual property rights may~~ be adversely affected by ~~unforeseen changes in foreign intellectual property laws. Additionally, laws of some countries outside of~~ the ~~United~~Equity ~~States do not afford intellectual property protection to the same extent as the laws of the United States~~Line. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of some countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property rights. This could make it difficult for us to stop the infringement of our patents or the misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection, if our ability to enforce our patents to stop infringing activities is inadequate. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

~~Proceedings~~The tomarket ~~enforce~~price of our ~~patent~~common ~~rights~~stock incould ~~foreign~~decline ~~jurisdictions,~~as ~~whether~~a orresult ~~not~~of ~~successful,~~issuances ~~could~~and ~~result~~sales inby ~~substantial~~us, ~~costs~~including ~~and~~pursuant ~~divert~~to ~~our~~the ~~efforts~~Equity Line under the ~~and~~Equity ~~resources~~Financing ~~from~~Agreement, ~~other~~or ~~aspects~~sales ofby our ~~business.~~existing ~~Furthermore~~shareholders, ~~while~~of wecommon ~~intend~~stock, toor ~~protect~~the ~~our~~perception ~~intellectual~~that ~~property~~these ~~rights~~issuances inand ~~major~~sales ~~markets~~could ~~for~~occur. Sales by our ~~products,~~shareholders wemight ~~cannot~~also ~~ensure~~make ~~that~~it wemore ~~will~~difficult befor ~~able~~us to ~~initiate~~issue orand ~~maintain~~sell ~~similar~~common ~~efforts~~stock inat ~~all~~a ~~jurisdictions~~time inand ~~which~~price that we ~~may~~deem ~~wish~~appropriate. toIt ~~market~~is ~~our~~likely ~~products.~~that ~~Accordingly,~~the ~~our~~sale ~~efforts~~of toshares ~~protect~~by ~~our~~GHS ~~intellectual~~will ~~property~~depress ~~rights~~the inmarket ~~such~~price ~~countries~~of ~~may~~our becommon ~~inadequate~~stock.

~~ITEM~~Draw downs under the Equity Financing ~~1B.~~Agreement ~~UNRESOLVED~~may ~~STAFF~~cause ~~COMMENTS~~dilution to existing shareholders.

~~None~~Under the terms of the Purchase Agreement, GHS has committed to purchase up to $10,000,000 worth of shares of our common stock. From time to time during the term of the Purchase Agreement, and at our sole discretion, we can present GHS with a Put Notice requiring GHS to purchase shares of our common stock. The purchase price (the “Purchase Price”) to be paid by GHS will be 80% of the Market Price. Following an up-list to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the lowest volume weighted average price (“VWAP”) during the relevant Pricing Period, subject to a floor price of $0.0135 per share, below which the Company shall not deliver a Put. provided that the number of shares to be purchased by GHS may not exceed the number of shares that, when added to the number of shares of our common stock then beneficially owned by GHS, would exceed 4.99% of our shares of common stock outstanding. As a result, our existing shareholders will experience immediate dilution upon the purchase of any of the shares by GHS. The issue and sale of the shares under the Purchase Agreement may also have an adverse effect on the market price of the common shares. GHS may resell some, if not all, of the shares that we issue to it under the Purchase Agreement and such sales could cause the market price of the common stock to decline significantly. To the extent of any such decline, any subsequent puts would require us to issue and sell a greater number of shares to GHS in exchange for each dollar of the put amount. Under these circumstances, the existing shareholders of our company will experience greater dilution. The effect of this dilution may, in turn, cause the price of our common stock to decrease further, both because of the downward pressure on the stock price that would be caused by a large number of sales of our shares into the public market by GHS, and because our existing stockholders may disagree with a decision to sell shares to GHS at a time when our stock price is low, and may in response decide to sell additional shares, further decreasing our stock price. If we draw down amounts under the Equity Line when our share price is decreasing, we will need to issue more shares to raise the same amount of funding.

~~ITEM 2. PROPERTIES~~29

~~Bantec,~~There is no guarantee that we will satisfy ~~Inc~~the conditions to the Equity Financing Agreement.

~~Our~~Although the Purchase Agreement provides that we can require GHS to ~~headquarters~~purchase, at our discretion, up to $10,000,000 worth of shares of our common stock in the aggregate, there can be no assurances given that we will be able to satisfy the closing conditions applicable for each put. Further, there are limitations on the number of shares in that each draw down amount is ~~located~~limited to the lowest closing bid price during the Pricing Period, subject to the floor. In addition, the number of shares to be purchased by GHS may not exceed the number of shares that, when added to the number of shares of our common stock then beneficially owned by GHS, would exceed 4.99% of our shares of common stock outstanding. Other conditions include requiring that the registration statement remains effective at ~~195~~all ~~Paterson~~times ~~Ave~~during the term of the Purchase Agreement, ~~Little~~that ~~Falls~~there is no material adverse change to our business on the date of delivery of a Put Notice and that our common stock continues to trade of the OTC Markets. If we fail to satisfy the applicable closing conditions, ~~New~~we ~~Jersey~~will ~~07424~~not be able to sell the put shares to GHS. No shares have been issued to date due to the floor price.

~~Howco~~There is no guarantee that we will be able to fully utilize the Equity Line.

~~Howco~~There ~~has~~are ~~its~~limitations ~~principal~~on ~~office~~the ~~and~~number ~~warehouse~~of atput ~~6025~~shares ~~East~~that ~~18th~~may Stbe sold in each put. The number of put shares that GHS shall be obligated to purchase in a given put shall not exceed the number of shares that, ~~Vancouver~~when added to the number of shares of our common stock then beneficially owned by GHS, WAwould ~~98661~~exceed 4.99% ~~Howco~~of ~~entered~~our ~~into~~shares aof ~~lease~~common onstock ~~April~~outstanding. 28Thus, ~~2009~~our ~~that~~ability ~~was~~to access the bulk of the funds available under ~~extended~~the Purchase Agreement depends in part on ~~May~~GHS’s ~~15,~~resale ~~2017~~of ~~and~~stock ~~June~~purchased 1,from ~~2020~~us in prior puts. If with regard to ~~May~~a 31particular put, ~~2023~~the ~~for~~share ~~approximately~~volume 7limitation is reached,~~500~~ ~~square~~we ~~feet~~will ~~for~~not ~~its~~be ~~office~~able ~~and~~to ~~warehouse~~sell the proposed put shares to GHS. ~~The~~Accordingly, ~~lease provides~~the ~~for~~Equity ~~initial~~Line may ~~monthly~~not ~~rent~~be ofavailable ~~approximately~~at ~~$5,154~~any ~~per~~given ~~month~~time ~~with~~to ~~annual~~satisfy ~~rent~~our ~~escalations~~funding needs.

29Sales of put shares under the Purchase Agreement could result in the possibility of short sales.

~~ITEM~~Although 3GHS has agreed not to enter into any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act), of our common stock, the sale after delivery of a put notice of such number of shares of common stock reasonably expected to be purchased under a put notice is not deemed a “short sale.” ~~LEGAL~~Accordingly, ~~PROCEEDINGS~~GHS may enter into sales or other arrangements it deems appropriate with respect to shares of our common stock after it receives a put notice under the Purchase Agreement so long as such sales or arrangements do not involve more than the number of put shares expected to be purchased under the applicable put notice. Any downward pressure on the market price of our common stock due to the issue and sale of common stock under the Equity Line could encourage short sales. If the market price of our common stock decreases during the put period it will reduce the amount paid by GHS for the put shares. In a short sale, a prospective seller borrows common shares from a shareholder or broker and sells the borrowed common shares. The prospective seller hopes that the common share market price will decline, at which time the seller can purchase common shares at a lower price for delivery back to the lender. The seller profits when the common share market price declines because it is purchasing common shares at a price lower than the sale price of the borrowed common shares. Such sales could place downward pressure on the market price of the common stock by increasing the number of common shares being sold, which could further contribute to any decline of the market price of the common shares.

~~In connection~~There ~~with~~is ~~the~~uncertainty ~~2016~~as ~~fiscal~~to ~~year~~number ~~merger with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills~~ of ~~approximately~~ ~~$75,000~~subscription ~~against~~shares ~~the Company. The Company~~ and ~~its legal counsel believe~~ the ~~Company~~amount isGHS ~~not~~will ~~liable~~pay for the ~~claim~~put ~~pursuant to its indemnification clause in the merger agreement~~shares.

OnThe ~~February~~actual 6,number ~~2018~~of ~~the~~shares ~~Company~~we ~~sent~~will aissue ~~letter~~in toany ~~the~~particular ~~previous~~put ~~owners~~or ofin ~~Howco~~total ~~Distributing~~under ~~Co.~~the ~~(“Howco”)~~Purchase ~~alleging~~Agreement ~~that~~is ~~they made~~uncertain. ~~certain~~Subject ~~financial~~to ~~misrepresentations~~certain limitations ~~under~~in the ~~terms of the Stock~~ Purchase Agreement, bywe ~~which~~have the ~~Company~~discretion ~~acquired~~to ~~control~~give ofa ~~Howco during~~put ~~2016.~~notice ~~The~~at ~~Company~~any ~~claimed~~time ~~that~~throughout the ~~previous~~term. ~~owners~~The ~~took~~number ~~excessive amounts~~ of ~~cash~~shares we ~~from~~must ~~the~~issue ~~business~~after ~~prior~~giving toa ~~the~~put ~~close~~notice ofwill ~~the merger.~~fluctuate Onbased ~~March~~on ~~13, 2018~~ the ~~Company~~market ~~filed~~price aof ~~lawsuit against~~ the ~~previous~~common ~~owners~~shares byduring ~~issuing~~the aput ~~summons~~pricing period. GHS Onwill ~~April~~receive ~~12,~~more ~~2018,~~shares if the ~~Company received~~market ~~the~~price ~~Defendants’~~of ~~answer.~~our Oncommon ~~July~~stock ~~22,~~declines. ~~2019,~~Since the ~~Company~~price ~~sought~~per ~~and~~share ~~was~~of ~~granted~~each aput ~~dismissal~~share ~~without~~will ~~prejudice of the lawsuit~~fluctuate ~~filed~~based ~~against~~on the ~~previous~~market ~~owners~~price of ~~Howco.~~our ~~The~~common ~~Company~~stock ~~and~~during the ~~previous~~put ~~owners~~pricing ~~are~~period, ~~in discussion to settle~~ the ~~matter~~actual asamount ofGHS ~~September 30,~~will ~~2022.~~pay Anfor ~~informal oral agreement with~~ the ~~Seller~~put ~~has~~shares ~~been~~included in ~~made~~any ~~whereby~~particular ~~the~~put ~~Company~~will ~~has~~decrease ~~been~~if ~~paying~~ the ~~previous~~market ~~owners~~price ~~$3,000~~of ~~per month~~our ~~since~~common ~~January~~stock ~~2021~~declines insubject ~~satisfaction~~to offloor ~~Sellers note payable~~limitations.

InITEM the suit Drone USA, Inc and Michael Bannon (plaintiffs) vs Dennis Antonelos (former Chief Financial Officer or CFO), currently pending in New York State court, the plaintiffs seek to compel the former CFO to meet his obligations under an agreement guaranteeing payments to another former executive1B. ~~The~~ ~~former~~UNRESOLVED ~~CFO~~STAFF filed a cross-claim against the plaintiffs for past due salary. The employment agreement with the former CFO allowed salary payments to be paid in cash or stock. During the year ended September 30, 2021, the Company issued 36,821,330 shares of its common stock for the past due salary and claims that this payment moots the former CFO’s claim for past due salary. During the year ended September 30, 2022 the Company cancelled the shares issued which were reclassified to equity. The former CFO filed a motion for summary judgement which was denied, then filed an appeal to that order. The appellate court reversed the lower court’s decision denying the summary judgement.COMMENTS

~~On April 10, 2019, a former service provider filed a complaint with three charges with the Superior Court Judicial District of New Haven, CT seeking payment for professional services~~None. The Company has previously recognized expenses of $218,637, which remain unpaid in accounts payable. The Company has retained an attorney who is currently working to address the complaint. On August 9, 2019 the Company filed a motion to dismiss the charge of unjust enrichment. The judge granted the Company’s motion to dismiss. The Company, through its attorney, is working to negotiate a settlement. A trial is scheduled for March 2023.

~~During the~~ITEM ~~year ended September 30, 2019, two vendors (The Equity Group and Toppan Vintage) have asserted claims for past due amounts of approximately $59,000, arising from services provided~~2. ~~The Company has fully recognized, in accounts payable, the amounts associated with these claims and expects to resolve the matters to satisfaction of all parties.~~PROPERTIES

~~On December 30~~Bantec, ~~2020, a Howco vendor filed a lawsuit seeking payment of past due invoices totaling $276,430 and finance charges of $40,212~~Inc. The Company has recorded the liability for the invoices in the normal course of business. Management at Howco as well as an intermediary consultant structured a repayment plan with this vender and other venders as well.

~~ITEM~~Our headquarters is located 4.at ~~MINE~~37 ~~SAFETY~~Main ~~DISCLOSURES~~Street, Sparta, NJ 07871

~~None.~~Howco

30Howco has its principal office and warehouse at 6025 East 18th St, Vancouver, WA 98661. Howco entered into a lease on April 28, 2009 that was extended on May 15, 2017 to June 1, 2020 and as noted below on April 16, 2023 to May 31, 2026 for approximately 7,500 square feet for its office and warehouse. The lease provides for initial monthly rent of approximately $5,154 per month with annual rent escalations. The lease required monthly payments including base rent plus CAM with annual increases.

~~PART~~On April 16, 2023, Howco renewed its office and IIwarehouse lease for an additional three years. The initial year (commencing on June 1, 2023) monthly lease payment is $4,542, in years two and three the monthly lease payments are $4,679 and $4,819 respectively. Monthly common charges at $1,481 for the first year, subject to change in years two and three.

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~30

~~Market Information~~ITEM 3. LEGAL PROCEEDINGS

~~Our~~From ~~common~~time ~~stock~~to istime, ~~quoted~~we onmay be involved in litigation relating to claims arising out of our operations in the ~~OTCPink~~normal ~~under~~course of business. Other than described herein, neither the ~~trading~~Company, ~~symbol~~nor ~~“BANT”~~its officers or directors are involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material to our financial condition or results of operations.

~~The~~On ~~following~~February ~~table~~6, ~~sets~~2018, ~~forth~~the Company sent a letter to the ~~quarterly~~previous ~~high~~owners ~~and~~of ~~low~~Howco ~~sales~~Distributing ~~price~~Co. ~~per~~(“Howco”) ~~share~~alleging that they made certain financial misrepresentations under the terms of ~~our~~the ~~common~~Stock ~~stock~~Purchase ~~for~~Agreement by which the ~~periods~~Company ~~indicated~~acquired control of Howco during 2016. The ~~prices~~Company claimed that the previous owners took excessive amounts of cash from the business prior to the close of the merger. ~~represent~~On ~~inter-dealer~~March ~~quotations~~13, ~~which~~2018, dothe ~~not~~Company ~~include~~filed ~~retail~~a ~~mark-up~~lawsuit against the previous owners by issuing a summons. On April 12, ~~mark-down~~2018, orthe ~~commission~~Company received the Defendants’ answer. On July 22, 2019, the Company sought and ~~may~~was ~~not~~granted ~~necessarily~~a ~~represent~~dismissal ~~actual~~without prejudice of the lawsuit filed ~~transactions~~against the previous owners of Howco. A company representative and the previous owners have been in contact. An informal oral agreement with the Seller was made whereby the Company had been paying the previous owners $3,000 per month. The Company is no longer paying the previous owner $3,000 a month. A company representative informed the previous owner that the Company will resume the $3,000 payment as soon as it is able to do so.

QUARTER ENDED	HIGH		LOW
September 30, 2022	$	0.0003	$	0.0002
June 30, 2022	$	0.0005	$	0.0004
March 31, 2022	$	0.0007	$	0.0006
December 31, 2021	$	0.0013	$	0.0011
September 30, 2021	$	0.0072	$	0.0028
June 30, 2021	$	0.0174	$	0.0068
March 31, 2021	$	0.1	$	0.003
December 31, 2020	$	0.0051	$	0.0021

In connection with the merger in fiscal 2016, with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills of approximately $75,000 against the Company. The Company and its legal counsel believe the Company is not liable for the claim pursuant to its indemnification clause in the merger agreement.

~~Holders~~In the suit Drone USA, Inc and Michael Bannon (plaintiffs) vs the former Chief Financial Officer or CFO, the plaintiffs sought to compel the former CFO to meet his obligations under an agreement guaranteeing payments to another former executive. The former CFO filed a cross-claim against the plaintiffs for past due salary. The employment agreement with the former CFO allowed salary payments to be paid in cash or stock. During the year ended September 30, 2021, the Company issued 36,821 shares of its common stock for the past due salary and claims that this payment moots the former CFO’s claim for past due salary. During the year ended September 30, 2022, the Company began the process to cancel the shares issued and reclassified the amount to equity and a previously recorded liability for $119,670. The former CFO filed a motion for summary judgement which was denied, then filed an appeal to that order. The appellate court reversed the lower court’s decision. The Company settled the lawsuit for $90,000. Three equal payments of $30,000 were required to be made. The May 2023, June 2023 and July 2023 payments of $90,000 were made.

AsOn April 10, 2019, a former service provider filed a complaint with three charges with the Superior Court Judicial District of ~~December~~New 31Haven, CT ~~2022~~seeking payment for professional services. The Company has previously recognized expenses of $218,637, ~~there~~which ~~were~~remain 5unpaid in accounts payable. On May 2,~~864~~ 2023,~~107~~ the Company reached a settlement agreement with a former vendor which had a pending legal action against the Company concerning services rendered having outstanding amounts owed of $219,~~732~~613. The Company agreed to pay a total of $110,000 ~~shares~~in total, consisting of ~~common~~a ~~stock~~cash ~~outstanding~~payment of $25,000 ~~which~~and ~~were~~a ~~held~~note bypayable ~~approximately~~of ~~314 record~~$85,000 (having a 3% annual interest). The Company will pay $2,472 for 36 ~~holders~~months.

AsOn ofDecember ~~the~~30, ~~date of this Form 10-K~~2020, wea ~~have~~Howco novendor ~~present~~filed ~~commitments~~a tolawsuit ~~issue~~seeking ~~shares~~payment of ~~our~~past ~~capital~~due ~~stock~~invoices tototaling ~~any~~$276,430 5%and ~~holder,~~finance ~~director~~charges orof ~~nominee~~$40,212. ~~other~~The ~~than~~Company ~~pursuant~~has torecorded the ~~exercise~~liability for the invoices in the normal course of ~~outstanding~~business. ~~options~~Management at Howco as ~~more~~well ~~fully~~as ~~set~~an ~~forth~~intermediary consultant ~~elsewhere~~structured ina repayment plan with this ~~Form~~vendor ~~10-K~~and other vendors as well.

~~Dividends~~Settlements

WeOn ~~have~~November ~~never~~13, ~~paid~~2018, ~~cash~~the ~~dividends~~Company onand ~~any~~a vendor agreed to settle $161,700 in past due professional fees for a convertible note in the amount of ~~our~~$90,000. ~~capital~~The ~~stock~~note ~~and~~bears weinterest ~~currently~~at ~~intend~~5% toand ~~retain~~matures ~~our~~in ~~future~~July ~~earnings~~2019, ifand ~~any~~has a fixed discount conversion feature. The note is past due and remains unconverted at September 30, to2023 ~~fund~~and 2022; however there is no default interest or penalty associated with the default. The ~~development~~difference between the settlement amount and ~~growth~~the ofrecorded ~~our~~amount ~~business.~~in Weaccounts dopayable ~~not~~of ~~intend~~$71,700 towas ~~pay~~recognized ~~cash~~as ~~dividends~~a togain ~~holders~~on debt extinguishment upon receipt of ~~our~~the ~~common~~waiver ~~stock~~and inrelease from the ~~foreseeable~~vendor ~~future~~in 2018.

31On June 23, 2023, Howco entered into a settlement agreement with Crane Machinery Inc. (CMI). Howco agreed to pay $16,500 with an initial settlement of $2,000, to be followed by five monthly installments of $2,900, until paid in full.

~~Securities~~As ~~Authorized~~of September 30, 2023, the Company has received demand for ~~Issuance~~payment ~~under~~of ~~Equity~~past ~~Compensation~~due ~~Plans~~amounts for services by several consultants and service providers.

~~The following~~ During ~~table~~the ~~sets~~year ~~forth~~ended September ~~information~~30, ~~regarding~~2023, ~~our~~the ~~equity~~Company ~~compensation~~did ~~plans~~an asevaluation of ~~September~~certain 30unsecured, ~~2022.~~previously ~~There~~accrued ~~are~~payables noto ~~equity~~various ~~compensation~~third parties and the jurisdiction(s) ~~plans~~such ~~that~~amounts ~~have~~arose ~~not~~from, ~~been~~selected ~~approved~~amounts bywere ~~our~~written ~~security~~off ~~holders~~in accordance with ASC 405-20-40-1 as the statute of limitations had expired on the payables and the Company recorded a gain of $531,231 as a result of the extinguishments as reflected in the accompanying statements of operations.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights ($)				Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders			16,423			$	230				83,577

ITEM 4. MINE SAFETY DISCLOSURES

~~Issuance of Unregistered Securities~~None.

~~Since June 30, 2022, the Company issued the following unregistered securities:~~31

~~Shares Issued~~PART ~~for Conversion of Convertible Notes~~II

~~On July~~Market 14, and 18, 2022 1800 Diagonal Lending LLC (f/k/a Sixth Street Lending LLC, fully converted principal and accrued interest of $53,750 and $2,688 from the convertible note dated November 12, 2021 into 217,067,308 shares of common stock. Premium of $28,942 was reclassified to additional paid in capital.Information

~~On September~~Our ~~23 2022, Frondeur Partners LLC fully converted principal and accrued interest of $15,000 and $777 from the convertible note dated February 1, 2022 into 127,144,733 shares of~~ common stock. ~~Premium~~is ofquoted on ~~$15,000~~the ~~was~~OTCPink ~~reclassified~~under tothe ~~additional~~trading ~~paid~~symbol ~~in capital~~“BANT”.

~~On October~~The 3,following ~~2022,~~table sets forth the ~~Company~~quarterly ~~issued~~high ~~191,826,700~~and ~~shares~~low sales price per share of our common stock infor ~~conversion~~the ofperiods ~~Frondeur~~indicated. ~~Partners~~The ~~LLC,~~prices ~~convertible~~represent ~~note~~inter-dealer ~~payable~~quotations, ~~dated~~which ~~March~~do 1,not ~~2022,~~include ~~All~~retail ~~principal~~mark-up, ofmark-down ~~$15,000~~or commission and ~~accrued~~may ~~interest~~not ofnecessarily ~~$888~~represent ~~were~~actual ~~converted~~transactions.

On November 17, 2022, the Company issued 384,804,200 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated April 1, 2022, All principal of $15,000 and accrued interest of $945 were converted.

QUARTER ENDED	HIGH		LOW
September 30, 2022	$	0.30	$	0.20
June 30, 2022	$	0.50	$	0.40
March 31, 2022	$	0.70	$	0.60
December 31, 2021	$	1.30	$	1.10

September 30, 2023	$	0.10	$	0.001
June 30, 2023	$	0.20	$	0.001
March 31, 2023	$	0.20	$	0.001
December 31, 2022	$	0.40	$	0.001

On December 1, 2022, the Company issued 383,489,000 shares of common stock in conversion of Frondeur Partners LLC, convertible note payable dated May 1, 2022, All principal of $15,000 and accrued interest of $879 were converted.Holders

~~Warrants~~As of January 31, 2024, there towere ~~Purchase~~10,276,063 ~~Common~~shares ~~Stock~~of ~~Issued~~common stock outstanding, which were held by approximately 314 record holders.

~~On July~~As 1,of ~~2022,~~ the ~~“Company~~date ~~entered~~of ~~into~~this ~~separate Securities Purchase Agreements with Trillium Partners, LP (“Trillium”)~~Form ~~and with JP Carey Limited Partners~~10-K, LPwe ~~(“JPC”).~~have ~~Under~~no ~~the~~present ~~terms~~commitments ~~of each SPA, Trillium and JPC each agreed~~ to ~~advance~~issue ~~funds under a merchant financing arrangement, treated as loans. Warrants for the purchase of 1,120,000,000~~ shares of ~~Common~~our ~~Stock~~capital ~~were~~stock ~~issued as~~to ~~consideration~~any ~~for~~5% ~~the advance agreement. In total 2~~holder,~~240,000,000~~ ~~warrants~~director ~~were~~or ~~issued and a relative value for the bundled transaction of $200~~nominee,~~387,~~ ~~was~~other ~~charged~~than topursuant ~~debt discount (amortized~~ to ~~interest expense over~~ the ~~term~~exercise of ~~the~~outstanding ~~related~~options ~~loans),~~as ~~additional~~more ~~paid~~fully inset ~~capital was~~forth ~~credited~~elsewhere ~~for~~in ~~the~~this ~~same~~Form ~~amount~~10-K.

The Warrants are exercisable at $0.0002 for a term of 7 years, permit the Holder thereof to elect a cashless exercise, are subject to adjustment according to certain anti-dilution provisions, and carry no voting rights.Dividends

~~Preferred~~We have never paid cash dividends ~~Stock~~on ~~Issued~~any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

On July 1, 2022 the Company’s Board of Directors designated as Series B Preferred Stock and authorized 1,000,000 shares which will not be subject to increase without the consent of the holders (each a “Holder” and collectively, the “Holders”) of a majority of the outstanding shares of Series B Preferred Stock. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series B Preferred Stock are as set forth in the Certificate of Designation as filed. Each share of Series B Preferred Stock shall have a stated value of $1.00 (the “Stated Value”). Ranking The Series B Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends and right of liquidation with the Company’s common stock and (b) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company and existing and outstanding preferred stock of the Company.32

~~During July~~Securities ~~2022,~~Authorized ~~the~~for ~~Company~~Issuance ~~issued 448,000 shares of the Series B Preferred Stock in conjunction with a debt financing with two investors (See also footnote 11 in the financial statements). The Company determined that~~ under ~~ASC 480, the Series B Preferred Stock should be treated as Temporary~~ Equity ~~and that it needed to apply the SAB topic 3c (SEC guidance) as well. Upon issuance of the shares the Company~~ ~~allocated~~Compensation a relative value of $101,368 to the Stock. On September 30, 2022 the Company remeasured the Stock to a have an aggregate value of $461,440, with $360,072 charged to additional paid in capital including the dividends due of $13,440 at September 30, 2022.Plans

32The following table sets forth information regarding our equity compensation plans as of September 30, 2023. There are no equity compensation plans that have not been approved by our security holders.

Convertible Notes Issued

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights ($)				Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders			16			$	220,000				84

~~On July~~Issuance 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of ~~10%~~Unregistered per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date.Securities

~~On July~~Since 1June 30, ~~2022~~2023, the Company ~~issued a convertible promissory note to an attorney for $4,000 in principal for services. The convertible note~~ ~~bears interest of 10% per annum and matures in seven months. The note~~ issued ~~is convertible into shares of common stock at a discount of 50% of~~ the ~~lowest~~following ~~closing~~unregistered bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $4,000 is recognized as interest expense on note issuance date.securities:

~~On August~~Shares 1,Issued ~~2022, the Company issued a convertible promissory note to Frondeur Partners LLC~~ for ~~$15,000~~Conversion ~~in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest~~ of ~~10%~~Series ~~per~~B ~~annum and matures~~Preferred in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date.Stock

On Between August 1,2023 ~~2022~~to September 2023, the Company issued ~~a convertible promissory note to an attorney for $4~~2,~~000 in principal for services. The convertible~~309,360 ~~note bears interest of 10% per annum and matures in seven months. The note issued is convertible into~~ shares of common stock atto aJP ~~discount of~~Carey ~~50%~~Limited ofPartners, ~~the~~LP ~~lowest~~for ~~closing bid price during~~ the ~~thirty trading days prior to~~ conversion. ~~The~~of ~~note~~15,500 ~~has~~Series aB ~~conversion~~Preferred ~~feature~~Stock and ~~is treated as stock settled debt under ASC 480 and a debt premium of~~ $43,~~000~~639 isaccrued ~~recognized as interest expense on note issuance date~~dividends.

~~On September~~In 1,December ~~2022~~2023, the Company issued ~~a convertible promissory note to Frondeur Partners LLC for $15~~932,~~000~~727 in principal for services (service agreement replacing agreement with Livingston Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock atto aJP ~~discount~~Carey ofLimited ~~50%~~Partners, ofLP ~~the~~for ~~lowest closing bid price during~~ the ~~twenty trading days prior to~~ conversion. ~~The~~of ~~note~~2,850 ~~has~~Series aB ~~conversion~~Preferred ~~feature~~Stock and ~~is treated as stock settled debt under ASC 480 and a debt premium of~~ $~~15,000~~855 ~~is recognized as interest expense on note issuance date~~accrued dividends.

~~On September~~Convertible 1,Notes 2022, the Company issued a convertible promissory note to an attorney for $4,000 in principal for services. The convertible note bears interest of 10% per annum and matures in seven months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $4,000 is recognized as interest expense on note issuance date.Issued

On ~~October~~ 1September 6, ~~2022~~2023, the Company entered into the Securities Purchase Agreement with 1800 Diagonal Lending LLC, pursuant to which the Company issued a ~~convertible~~ promissory note to ~~Frondeur~~the ~~Partners~~Lender ~~LLC~~in ~~for~~the principal amount of $1549,000, inincluding ~~principal~~a ~~for~~debt ~~services~~issuance cost of $5,000. The conversion price ~~convertible~~shall ~~note~~be ~~bears~~a ~~interest~~variable ofconversion ~~10%~~price ~~per~~equal ~~annum~~to ~~and~~65% ~~matures~~of inthe ~~nine~~average ~~months.~~of ~~The~~the ~~note~~two ~~issued~~lowest isclosing ~~convertible~~price ~~into~~per ~~shares~~share of the common stock atduring athe ~~discount~~fifteen oftrading 50day period ending on the latest complete trading day prior to the conversion date, provided, however, that the Lender and its affiliates may not beneficially own more than 4.99% of the ~~lowest~~Company’s ~~closing~~outstanding ~~bid~~shares ~~price~~of ~~during~~common stock upon the ~~thirty~~conversion ~~trading~~of ~~days~~the ~~prior~~September to6, ~~conversion~~2023 Note. The ~~note~~Company has aaccounted ~~conversion~~for ~~feature and~~the isconvertible ~~treated~~promissory note as stock settled debt under ASC 480 and arecorded debt premium of $1526,~~000 is recognized as interest expense on note issuance date~~385.

On ~~October~~ 1December 11, ~~2022~~2023, the Company entered into the Securities Purchase Agreement with 1800 Diagonal Lending LLC (the “Lender”), pursuant to which the Company issued a ~~convertible~~ promissory note to anthe ~~attorney~~Lender ~~for~~in the principal amount of $440,000, inincluding ~~principal~~a ~~for~~debt ~~services~~issuance cost of $5,000 to be amortized over the term of this note. The ~~convertible~~ note matures on December 11, 2024 and bears interest ofat 1012% per annum. ~~and~~The ~~matures~~conversion inprice ~~seven~~shall ~~months.~~be ~~The~~a variable ~~note~~conversion ~~issued~~price isequal ~~convertible~~to ~~into~~65% ~~shares~~of the average of ~~common~~the ~~stock~~two atlowest aclosing ~~discount of~~price ~~50%~~per share of the ~~lowest~~common ~~closing~~stock ~~bid~~during ~~price~~the ~~during~~fifteen trading day period ending on the ~~thirty~~latest complete trading ~~days~~day prior to the conversion date, provided, however, that the Lender and its affiliates may not beneficially own more than 4.99% ~~The~~of the Company’s outstanding shares of common stock upon the conversion of the December 11, 2023 note. The Company has aaccounted ~~conversion~~for ~~feature~~the ~~and~~convertible ispromissory ~~treated~~ note as stock settled debt under ASC 480 and a recorded debt premium of $421,~~000 is recognized as interest expense on note issuance date~~538.

33From December 1, 2023 until February 1, 2024, the Company issued a $6,000 convertible notes every month to the law firm for fees incurred, each note having six-month term to maturity and 10% annual interest. The notes are convertible into shares of common stock at a fixed discount of 70% of the lowest bid price in the 10 trading days immediately preceding the notice of conversion from the lender. The notes have cross default provisions. The Company has accounted for the convertible promissory notes as stock settled debt under ASC 480 and recorded debt premiums equal to the face value of the notes with a charge to interest expense. The principal amount of these notes will be charged to professional fees during the month the notes were issued. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium of $7,714.

On November 1, 2022, the Company issued a convertible promissory note to Frondeur Partners LLC for $15,000 in principal for services. The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date.33

~~On November~~Other 1,Notes 2022, the Company issued a convertible promissory note to an attorney for $4,000 in principal for services. The convertible note bears interest of 10% per annum and matures in seven months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $4,000 is recognized as interest expense on note issuance date.Issued

On ~~December~~ 1July 17, ~~2022~~2023, the Company ~~issued~~entered ainto ~~convertible~~the ~~promissory~~Securities ~~note~~Purchase toAgreement ~~Frondeur~~(the ~~Partners~~“Agreement”) ~~LLC~~with ~~for~~1800 ~~$15,000~~Diagonal inLending ~~principal~~LLC ~~for services. The~~(“Lender”), ~~convertible~~pursuant ~~note~~to ~~bears~~which ~~interest~~the ofCompany ~~10% per annum and matures in nine months. The note~~ issued ~~is convertible into shares of common stock at~~ a ~~discount~~promissory ofnote ~~50% of~~ (the ~~lowest~~“Note”) ~~closing~~to ~~bid~~the ~~price~~Lender ~~during~~in the ~~thirty~~principal ~~trading~~amount ~~days~~of ~~prior~~$90,400, ~~to conversion. The note has a conversion feature~~including ~~and~~an isoriginal ~~treated~~issue asdiscount ~~stock~~of ~~settled~~$10,400 ~~debt under ASC 480~~ and alegal ~~debt~~fees ~~premium~~ of $155,000 ~~is recognized as interest expense on note issuance date~~.

On ~~December~~ 1September 14, ~~2022~~2023, the Company issued a ~~convertible~~$15,000 promissory note to ana ~~attorney~~law firm for ~~$4,000~~fees into ~~principal~~be incurred for ~~services.~~the ~~The~~preparation ~~convertible note bears interest~~ of ~~10%~~the ~~per~~Company’s ~~annum~~registration statement ~~and~~which ~~matures~~was completed in ~~seven~~November ~~months~~2023. The ~~note~~maturity ~~issued~~date ~~is convertible into shares~~ of ~~common~~this ~~stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The~~ note ~~has a conversion feature and~~ is ~~treated as~~March ~~stock~~15, ~~settled~~2024 ~~debt under ASC 480~~ and abears ~~debt~~10% ~~premium of $4,000 is recognized as~~ interest ~~expense~~per ~~on note issuance date~~annum.

On ~~January~~ 1October 26, 2023, the Company entered ~~issued~~into athe ~~convertible~~Securities ~~promissory~~Purchase ~~note~~Agreement towith ~~Frondeur~~1800 ~~Partners~~Diagonal Lending LLC ~~for $15~~(“Lender”),~~000~~ inpursuant ~~principal~~to ~~for~~which ~~services.~~the ~~The convertible~~Company ~~note bears interest of 10% per annum and matures in nine months. The note~~ issued ~~is convertible into shares of common stock~~ at a ~~discount~~promissory ofnote ~~50%~~to of the ~~lowest~~Lender ~~closing~~in ~~bid price during~~ the ~~thirty~~principal ~~trading~~amount ~~days~~of ~~prior~~$90,400, toincluding ~~conversion.~~an ~~The~~original ~~note~~issue ~~has~~discount aof ~~conversion~~$10,400 ~~feature~~ and islegal ~~treated~~fees ~~as stock settled debt under ASC 480 and a debt premium~~ of $155,000 ~~is recognized as interest expense on note issuance date~~.

~~On January~~Equity 1,Financing ~~2023,~~Agreement ~~the~~with ~~Company~~GHS ~~issued a convertible promissory note to an attorney for $4~~Investments,~~000 in principal for services. The convertible~~ note bears interest of 10% per annum and matures in seven months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the thirty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $4,000 is recognized as interest expense on note issuance date.LLC

~~Other~~On October 5, 2023, the Company ~~Notes~~entered ~~Issued~~into an Equity Financing Agreement (the “Equity Financing Agreement”) with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Under the terms of the Equity Financing Agreement, GHS will purchase, at the Company’s election, up to $10,000,000 of the Company’s registered common stock (the “Shares”).

~~On July~~During ~~1, 2022,~~ the ~~“Company~~term ~~entered~~of ~~into~~the aEquity Financing ~~Securities Purchase~~ Agreement ~~with Trillium Partners~~, LPthe ~~(“Trillium”)~~Company ~~and with~~may JPat ~~Carey~~any ~~Limited~~time ~~Partners,~~deliver LPa (“~~JPC~~put notice”). ~~Under~~to ~~the~~GHS ~~terms~~thereby ofrequiring ~~the~~GHS ~~SPA, Trillium agreed~~ to ~~advance~~purchase ~~funds under~~ a ~~merchant~~certain ~~financing~~dollar ~~arrangement,~~amount ~~treated~~of asthe ~~a loan~~Shares. ~~The~~Simultaneous ~~loan~~with ~~principal~~the isdelivery ~~$224,000, including legal fees~~ of ~~$5,000~~such ~~and OID of $24~~Shares,~~000,~~ ~~the~~GHS ~~Company received~~shall ~~cash~~deliver ofpayment ~~$195,000.~~for ~~Loan~~the ~~bears interest of 12% per annum and matures on June 30, 2023~~Shares. ~~The~~Subject ~~Company agreed~~ to ~~issue 224~~certain restrictions,~~000~~ ~~shares of~~ the ~~Company’s~~purchase ~~Series~~price ~~B Preferred Stock, and a Warrant~~ for the ~~purchase~~Shares ofshall ~~1,120,000,000~~be ~~shares~~equal ofto ~~Common~~80% ~~Stock~~of ~~as consideration for~~ the ~~advance~~Market ~~agreement.~~Price ~~The~~during ~~Series B Preferred Stock met~~ the ~~criteria~~Pricing ~~for~~Period ~~treatment~~ as ~~temporary~~such ~~equity and debt discount of $50,684~~capitalized ~~was~~terms ~~recognized.~~are ~~The~~defined ~~Warrant caused a recognition of $100,194~~ in ~~debt~~the ~~discount~~Agreement. ~~Total~~Following ~~debt~~an ~~discount~~up-list ~~recognized was $179,878,~~ to ~~be amortized over~~ the ~~term~~NASDAQ ofor ~~the~~an ~~loan.~~equivalent ~~$44,846~~national ~~was~~exchange ~~recognized~~by asthe ~~interest expense as of September 30~~Company, ~~2022 from~~ the ~~amortization of discounts. The~~Purchase ~~Company~~price ~~defaulted~~shall onmean ~~the~~ninety ~~weekly~~percent ~~payment~~(90%) ~~terms~~ of the ~~note;~~lowest ~~however,~~volume ~~the~~weighted ~~note~~average ~~holder~~price ~~granted~~(“VWAP”) aduring ~~limited waiver of~~ the ~~default.~~relevant ~~Under~~Pricing ~~the~~Period, ~~waiver~~subject ~~amendment~~to ~~the~~a ~~default~~floor ~~interest~~of ~~rate~~$0.0135 ~~still~~per ~~applies~~share, ~~and~~below ~~now~~which the ~~note~~Company ~~accrues~~shall ~~interest~~not ofdeliver ~~22%~~a ~~and the payments are due upon the notes maturity~~Put.

~~On July~~The 1,number ~~2022,~~of ~~the~~Shares ~~“Company~~sold to ~~entered~~GHS ~~into~~shall anot ~~Securities~~exceed ~~Purchase Agreement with JP Carey Limited Partners, LP (“JPC”). Under~~ the ~~terms~~number of ~~the~~such ~~SPA,~~shares ~~JPC agreed to advance funds under a merchant financing arrangement~~that, ~~treated~~when asaggregated awith ~~loan.~~all ~~The~~other ~~loan~~shares ~~principal is $224,000, including legal fees~~ of ~~$5,000~~common ~~and~~stock ~~OID~~ of ~~$24,000,~~ the Company ~~received~~then ~~cash~~beneficially owned ofby ~~$195~~GHS,~~000.~~ ~~Loan~~would ~~bears~~result ~~interest~~in ofGHS ~~12%~~owning ~~per annum~~more ~~and~~than ~~matures on June 30, 2023~~4.99% ~~The~~of ~~Company~~all ~~agreed to issue 224,000 shares~~ of the Company’s ~~Series~~common Bstock ~~Preferred~~then ~~Stock,~~outstanding. ~~and a Warrant for the purchase of 1~~Additionally,~~120,000,000~~ ~~shares of Common Stock as consideration for the advance agreement. The Series B Preferred Stock~~GHS ~~met~~may ~~the~~not ~~criteria~~execute ~~for~~any ~~treatment~~short assales ~~temporary equity and debt discount~~ of ~~$50,684 was recognized. The Warrant caused a recognition of $100,194 in debt discount. Total debt discount recognized was $179,878, to be amortized over~~ the ~~term~~Company’s ofcommon ~~the loan~~stock. ~~$44~~Further,~~845~~ ~~was recognized as interest expense as of September 30, 2022 from~~ the ~~amortization of discounts. The~~ Company ~~defaulted~~has on the ~~weekly payment terms of the note; however~~right, ~~the~~ ~~note~~but ~~holder~~never ~~granted a limited waiver of~~ the ~~default.~~obligation ~~Under~~to ~~the waiver amendment the default interest rate still applies and now the~~draw ~~note accrues interest of 22%, and the payments are due upon the notes maturity~~down.

The ~~issuances~~ ofEquity ~~the~~Financing ~~above~~Agreement shall ~~securities~~terminate ~~were made in reliance upon exemptions from registration available under Section 3~~(ai)~~(10)~~ ofon the ~~Securities Act,~~date ~~among~~on ~~others,~~which asGHS ~~transactions~~shall ~~not~~have ~~involving~~purchased aShares ~~public~~pursuant ~~offering.~~to ~~This~~the ~~exemption~~Equity ~~was~~Financing ~~claimed~~Agreement onfor ~~the~~an ~~basis~~aggregate ~~that these transactions did~~Purchase ~~not~~Price ~~involve~~of ~~any~~$10,000,000, ~~public~~or ~~offering~~(ii) ~~and~~on the ~~purchasers~~date inoccurring ~~each~~24 ~~offering~~months ~~were~~from ~~accredited~~the ordate ~~sophisticated~~on ~~and~~which ~~had sufficient access to~~ the ~~kind~~ ofEquity ~~information~~Financing ~~registration~~Agreement ~~would~~was ~~provide.~~executed ~~In each case, appropriate investment representations were obtained~~ and ~~certificates representing~~delivered by the ~~securities~~Company ~~were~~and ~~issued with restrictive legends~~GHS.

34As a condition for the execution of the Equity Financing Agreement by GHS, the Company is obligated to issue $20,000 worth of shares to GHS (“Commitment Shares”). These shares have not been issued as of the date of filing of this report.

~~ITEM 6.~~Registration ~~[RESERVED]~~Rights Agreement with GHS Investments, LLC

~~Not~~In addition, on October 5, ~~Applicable~~2023, the Company and GHS entered into a Registration Rights Agreement (the “Registration Agreement”). Under the terms of the Registration Agreement the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares within 30 days of October 5, 2023. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when GHS may sell all the Shares under Rule 144 without volume limitations, or (iii) the date GHS no longer owns any of the Shares.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~34

~~Forward~~The issuances of the above ~~Looking~~securities ~~Statement~~were ~~Notice~~made in reliance upon exemptions from registration available under Section 3(a)(10) of the Securities Act, among others, as transactions not involving a public offering. This exemption was claimed on the basis that these transactions did not involve any public offering and the purchasers in each offering were accredited or sophisticated and had sufficient access to the kind of information registration would provide. In each case, appropriate investment representations were obtained and certificates representing the securities were issued with restrictive legends.

~~Certain statements~~ITEM made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations6. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Bantec, Inc. and Subsidiaries (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.[RESERVED]

~~Overview~~Not Applicable.

~~Bantec, Inc.~~ITEM ~~is a product and service company targeting the U~~7. MANAGEMENT’S. ~~Government,~~DISCUSSION ~~state~~AND ~~governments,~~ANALYSIS ~~municipalities,~~OF ~~hospitals,~~FINANCIAL ~~universities,~~CONDITION ~~manufacturers and~~AND ~~other~~RESULTS ~~building~~OF owners. Bantec also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., (“Howco”) (collectively, the “Company”) to the United States Department of Defense and Defense Logistics Agency. The Company established Bantec Sanitizing in fiscal 2021, which offers sanitizing products and equipment through its new store bantec.store. The Company has operations based in Little Falls, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships that offer us an opportunity to grow sales and profit.OPERATIONS

~~Liquidity and~~Forward ~~Capital~~Looking ~~Resources~~Statement Notice

~~As of~~Certain ~~September~~statements ~~30,~~made ~~2022~~in this weAnnual ~~had~~Report ~~$703,917~~on inForm ~~current~~10-K ~~assets,~~are ~~including~~“forward-looking ~~$186,386~~statements” in(within ~~cash,~~the ~~compared~~meaning toof ~~$1,205,058~~the inPrivate ~~current~~Securities ~~assets, including~~Litigation ~~$985,953~~Reform inAct ~~cash,~~of at1995) ~~September~~regarding ~~30,~~the ~~2021.~~plans ~~Current~~and ~~liabilities~~objectives atof ~~September~~management ~~30,~~for ~~2022~~future ~~totaled~~operations. ~~$16,504,500~~Such ~~compared~~statements toinvolve ~~$15,914,650~~known atand ~~September~~unknown 30risks, ~~2021.~~uncertainties ~~The~~and ~~decrease~~other infactors ~~current~~that ~~assets~~may ~~from~~cause ~~September~~actual 30results, ~~2021~~performance toor ~~September~~achievements 30of Bantec, ~~2022~~Inc. isand ~~primarily~~Subsidiaries ~~due~~(“we”, “us”, ~~decreased~~“our” ~~cash~~or ofthe ~~approximately $800,000,~~“Company”) ~~partially~~to ~~offset~~be bymaterially andifferent ~~increase~~from inany ~~accounts~~future ~~receivable~~results, ofperformance ~~approximately~~or ~~$292,000~~achievements expressed or implied by such forward-looking statements. ~~Cash~~The ~~was~~forward-looking ~~lower~~statements ~~due~~included toherein ~~the~~are ~~higher~~based ~~sales~~on ofcurrent expectations ~~common~~that ~~stock~~involve ~~for~~numerous ~~cash~~risks inand ~~2021~~uncertainties. The ~~increase~~Company’s inplans ~~current~~and ~~liabilities~~objectives ~~from~~are ~~September~~based, 30in part, ~~2021~~on toassumptions ~~September~~involving ~~30,~~the continued ~~2022~~expansion isof ~~primarily~~business. ~~due~~Assumptions relating to the ~~increases~~foregoing ~~in:~~involve ~~increase~~judgments inwith ~~accounts~~respect ~~payable~~to, ofamong ~~approximately~~other ~~$63~~things,~~000~~ future economic, competitive ~~accrued~~and ~~expenses~~market ofconditions ~~$778~~and future business decisions,~~000,~~ ~~partially~~all ~~offset~~of bywhich ~~decreases in~~are ~~convertible~~difficult ~~notes~~or ~~payable~~impossible to predict accurately and ~~related~~many of ~~premiums~~which are beyond the control of ~~approximately~~the ~~$240,000~~Company. ~~While~~Although wethe ~~have~~Company ~~revenues~~believes asits assumptions underlying the forward-looking statements are reasonable, any of ~~this~~the ~~date~~assumptions could prove inaccurate and, therefore, there can be no ~~significant~~assurance ~~construction, environmental~~the orforward-looking ~~drone~~statements included ~~revenues~~in ~~are~~this ~~anticipated~~Annual ~~until~~Report wewill ~~are~~prove ~~implementing~~to ~~our~~be ~~full~~accurate. ~~strategic~~In ~~plan~~light of ~~acquisitions~~the ~~and~~significant ~~organic~~uncertainties ~~growth. We~~inherent ~~must~~in ~~raise~~the ~~cash~~forward-looking tostatements included ~~implement~~herein, ~~our~~the ~~strategy~~inclusion toof ~~grow~~such ~~and~~information ~~expand~~should ~~per~~not ~~our~~be ~~business~~regarded ~~plan.~~as Wea ~~anticipate~~representation ~~over~~by the ~~next~~Company 12or ~~months~~any ~~the~~other ~~cost~~person that ofthe ~~being~~objectives aand ~~reporting~~plans ~~public~~of ~~company~~the Company will be ~~approximately $250,000~~achieved.

We are currently issuing shares under the S-1 offering but expect to raise additional proceeds with debt securities, and/or more loans, however if sufficient funding is not available, we would be required to cease business operations. As a result, investors would lose all of their investment. Under the terms of our credit agreement with TCA, all potential new investments must first be reviewed and approved by TCA, which may constrain our options for new fundraising. However, we have been in contact with the receiver for the TCA management companies and funds and do not expect any such objections over investment opportunities.Overview

35Bantec, Inc. is a product and service company targeting the U.S. Government, state governments, municipalities, hospitals, universities, manufacturers and other building owners. Bantec also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., (“Howco”) (collectively, the “Company”) to the United States Department of Defense and Defense Logistics Agency. The Company established Bantec Sanitizing in fiscal 2021, which offers sanitizing products and equipment through its new store bantec.store. The Company has operations based in Sparta, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships that offer us an opportunity to grow sales and profit.

~~We anticipate~~Liquidity ~~our short-term liquidity needs to be approximately $8,200,000 which will be used to satisfy certain of our existing current liabilities~~ and weCapital expect gross profits of approximately $500,000. To meet these needs, we intend to complete our equity financing and refinance or restructure certain existing liabilities. Once this is completed, and we implement our sales and marketing plan to sell UAV products, we anticipate minimal long-term liquidity needs which we expect to meet through equity financing or short-term borrowings.Resources

~~Additionally~~As of September 30, 2023 we had ~~will~~$367,108 ~~have~~in tocurrent ~~meet~~assets, ~~all~~including ~~the~~$35,443 ~~financial~~in ~~disclosure~~cash, ~~and~~compared ~~reporting~~to ~~requirements~~$703,917 ~~associated~~in ~~with~~current ~~being~~assets, aincluding ~~publicly~~$186,386 ~~reporting~~in ~~company.~~cash, ~~Our~~at September ~~management~~30, ~~will~~2022. ~~have~~Current liabilities at September 30, 2023 totaled $8,352,264 compared to ~~spend~~$16,504,500 ~~additional~~at ~~time~~September on30, ~~policies~~2022. ~~and~~The ~~procedures~~decrease in current assets from September 30, 2022 to ~~make~~September ~~sure~~30, it2023 is ~~compliant~~primarily ~~with~~due ~~various~~to ~~regulatory~~decreases ~~requirements~~in: cash of $150, ~~especially~~943, ~~that~~and accounts receivable of ~~Section~~$281,342. ~~404~~The decrease in current liabilities from September 30, 2022 to September 30, 2023, of approximately $8,152,000, is primarily due to the ~~Sarbanes-Oxley~~decreases ~~Act~~in: convertible notes of ~~2002.~~approximately ~~This~~$7,036,000, ~~additional~~and ~~corporate~~accrued ~~governance~~expenses ~~time~~and ~~required~~interest of ~~management~~approximately ~~could~~$1,564,000. ~~limit~~While ~~the~~we ~~amount~~have revenues from UAV sales as of ~~time~~this ~~management~~date, ~~has~~no significant UAV revenues are anticipated until we have implemented our full plan of operations, specifically, initiating sales campaigns for our UAV internet and social media platforms. We must raise cash to implement our ~~the~~strategy to grow and expand per our business plan. ~~and~~We ~~may~~anticipate ~~impede~~over the ~~speed~~next 12 months the cost of ~~its~~being ~~operations~~a reporting public company will be approximately $278,000.

~~The following is a summary of the Company’s cash flows provided by (used in) operating, investing and financing activities:~~35

	Year Ended September 30, 2022			Year Ended September 30, 2021
Net Cash Used in Operating Activities	$	(1,644,132	)	$	(1,576,648	)
Net Cash Used in Investing Activities	$	-		$	(44,650	)
Net Cash Provided by Financing Activities	$	844,565		$	2,443,237
Net (Decrease) Increase in Cash	$	(799,567	)	$	821,939

We intend to complete our equity financing and refinance or restructure certain existing liabilities. Once this is completed, and we implement our sales and marketing plan to sell UAV products, we anticipate minimal long-term liquidity needs which we expect to meet through equity financing or short-term borrowings.

~~2022~~Additionally, ~~Net~~we ~~cash~~will ~~used~~have to inmeet ~~operating~~all the financial disclosure and reporting requirements associated with being a publicly reporting company. Our management will ~~activities~~have ofto ~~$1,644,132,~~spend additional time on policies and procedures to make sure it is ~~largely~~compliant ~~the~~with ~~result~~various regulatory requirements, especially that of ~~net~~Section ~~losses~~404 of ~~$2,673,346,~~the ~~partially~~Sarbanes-Oxley ~~offset~~Act byof ~~net~~2002. ~~gain~~This onadditional ~~debt~~corporate ~~extinguishment~~governance time required of ~~$370,075~~management could limit the amount of time management has to implement the business plan and ~~increases~~may inimpede ~~current~~the ~~liabilities~~speed ~~$590,000~~of its operations.

~~2022, Cash~~The ~~provided~~following ~~by financing activities~~ is ~~largely~~a ~~the result~~ summary of ~~stock~~the ~~sales~~Company’s ~~for~~ cash offlows ~~approximately~~provided ~~$700,000~~by ~~and~~(used ~~cash~~in) ~~received from issuance of convertible notes totaling $101~~operating,~~000,~~ ~~and~~investing ~~other financing of $390,000 somewhat offset by repayments of various debts including fee notes~~ and ~~other~~ financing ~~arrangements at Howco having a net repayment of approximately $346,000.~~activities:

Results of Operations

	Year Ended September 30, 2023			Year Ended September 30, 2022
Net Cash Used in Operating Activities	$	(639,392	)	$	(1,644,132	)
Net Cash Used in Investing Activities	$	(1,542	)	$	-
Net Cash Provided by Financing Activities	$	489,991		$	844,565
Net (Decrease) Increase in Cash	$	(150,943	)	$	(799,567	)

~~Year Ended~~During ~~September~~the year ended September 30, ~~2022~~2023, net cash used in operating activities of $639,392, is largely the result of net losses of $2,225,334, gain on debt extinguishment and ~~2021~~settlement of approximately $156,000, and gain on forgiveness of accounts payable of approximately $531,000 partially offset by non-cash charges for premiums on stock settled debt of approximately $182,000, debt discount amortization of $292,000, fees notes issued of $156,000, bad debt expense of $29,000 and increase from changes in assets and liabilities of $1,594,000 primarily due to increase in accounts payable and accrued expenses of $1,555,000.

~~We generated~~During ~~sales of $2,466,198 and $2,422,996 for~~ the ~~years~~year ended September ~~30, 2022 and 2021, respectively. For the years ended September~~ 30, 2022 ~~and 2021~~, wenet ~~reported~~cash ~~cost~~used ofin ~~goods~~operating ~~sold~~activities of $~~2,048,173 and $~~1,~~553~~644,~~516~~132, ~~respectively. The increase in sales~~ is ~~related~~largely tothe ~~increased sales~~result of ~~drones.~~net ~~Cost~~losses of ~~goods~~$2,673,346, ~~sold~~partially ~~for~~offset ~~the~~by net ~~2022~~gain ~~period~~on isdebt ~~higher~~extinguishment ~~primarily~~of ~~due~~$370,075 ~~to decreased packaging services~~ and ~~greater~~increases ~~sales~~in ~~of products~~current atliabilities ~~Howco~~$590,000.

~~For the~~During ~~years ended September 30, 2022 and 2021, we reported selling, general, and administrative expenses of $2,180,288 as compared to $2,834,856, an decrease of approximately $655,000 or 23%. For~~ the year ended September 30, ~~2022~~2023, ~~selling,~~net ~~general,~~cash ~~and~~used ~~administrative~~in ~~expenses~~investing ~~consist primarily~~activities of ~~professional and consulting fees of approximately~~ $~~822~~1,~~000,~~542 ~~payroll~~which ~~costs~~relates ofto ~~approximately~~purchase ~~$1,082,000, and other expenses~~ of ~~approximately~~equipment as ~~$276,000,~~compared ~~including~~to ~~rent of approximately~~ $~~73,000.~~0 ~~For~~during the year ~~ended September 30, 2021, selling, general, and~~ administrative expenses consist primarily of professional and consulting fees of approximately $905,000, payroll costs of approximately $1,549,000, other expenses of approximately $380,000, rent of approximately $67,000, and travel related costs of approximately $33,000. For the years ended September 30, 2022 ~~and 2021, payroll costs and professional consulting fees included stock-based compensation of approximately $69,000 and $251,000, respectively~~. The decrease in selling, general, and administrative costs for the 2022 periods is primarily due to the decreases in professional fees of approximately $83,000 and compensation costs of approximately $468,000.

36During the year ended September 30, 2023, cash provided by financing activities of $489,991 is largely the result of common stock sales for cash of approximately $99,000, loan advances from related parties of $230,000, net proceeds from loans and notes payable of $376,000, net proceeds from convertible notes of $44,000, and proceeds from line of credit of $35,000 partially offset by repayments of various debts including loans and other financing arrangements at Howco for a total of approximately $153,000, and repayments on notes payable- related party of $139,000.

~~For~~ During the ~~years~~year ended September 30, 2022, ~~and~~cash ~~2021,~~provided ~~depreciation~~by ~~expense~~financing ~~amounted~~activities tois ~~approximately~~largely $0the ~~and~~result of stock sales for cash of approximately $7700,000, ~~respectively,~~and ~~amortization~~cash received from issuance of ~~intangibles~~convertible ~~amounted~~notes tototaling $8101,~~931~~000, and ~~$0,~~other ~~respectively.~~financing ~~The~~of ~~related~~$390,000 ~~intangible~~offset ~~asset~~by ~~was~~repayments ~~determined~~of tovarious bedebts ~~impaired and was written off.~~including ~~Depreciation,~~fee ~~amortization~~notes and ~~the~~other ~~impairment~~financing ~~write-off~~arrangements ~~are~~at ~~included~~Howco inhaving ~~Operating~~a ~~Expenses~~net inrepayment ~~the consolidated statement~~ of ~~operations~~approximately $346,000.

~~For the~~Results years ended September 30, 2022 and 2021, interest and financing costs amounted to approximately $1,221,000 and $1,440,000, respectively. The decrease in interest and financing costs is due primarily to the settlement of ~~debt for cash and through conversions.~~Operations

~~Fair~~Year ~~market~~Ended ~~value loss of $8,710 during the year ended~~ September 30, ~~2022,~~2023 ~~compares~~and ~~to the loss of $5,916 during the 2021 fiscal year.~~2022

~~During~~We generated sales of approximately $2,324,000 and $2,466,000 for the years ended September 30, ~~2022~~2023 and ~~2021~~2022, respectively. For the ~~Company~~years ~~incurred~~ended ~~net~~September ~~gains~~30, on2023 ~~debt~~and ~~extinguishment~~2022, we reported cost of goods sold of approximately $~~370~~1,945,000 and ~~approximately~~ $12,~~537~~048,000, respectively. The decrease in sales and cost of sales is related to decreased sales of drones. Gross margins were 16% and 17% for the years ended September 30, 2023 and 2022, respectively.

~~The~~For the years ended September ~~above~~30, ~~items~~2023 ~~resulted~~and in2022, ~~total~~we ~~Other~~reported ~~(Income)~~selling, general, and ~~Expenses~~administrative expenses of approximately $~~866~~1,~~433~~885,000 ~~for~~as ~~fiscal year 2022~~ compared to ($902,~~679)~~180,000, ~~for~~a decrease ~~fiscal~~of ~~2021~~approximately $295,000 or 14%. For the years ended September 30, 2023 and 2022, selling, general, and administrative expenses consisted of the following:

As a result, we reported a net loss of $2,673,346 and $1,882,071, for the years ended September 30, 2022 and 2021, respectively.

	For the Year September 30, 2023 (Approximate amounts)		For the Year September 30, 2022 (Approximate amounts)
Compensation and related benefits	$	881,000	$	1,082,000
Professional fees		716,000		822,000
Other selling, general and administrative expenses		288,000		276,000
Total selling, general and administrative expenses	$	1,885,000	$	2,180,000

~~Including the dividend of $584,072 related to the temporary equity, the net loss attributed to common shareholders was $3,257,418. There was no temporary equity with a related dividend in fiscal 2021.~~36

~~Going~~The decrease in selling, general, ~~Concern~~and administrative costs for the year 2023 period as compared to the year 2022 period was primarily attributable to decreases: in compensation of approximately $201,000 or 19%, professional services expenses of approximately $106,000 or 13% due to cost cutting measures we implemented during fiscal 2023 and offset by a slight increase in other selling, general and administrative expense of approximately $12,000 or 4%.

~~The accompanying~~For ~~consolidated~~the ~~financial~~years ~~statements~~ended ~~have~~September 30, ~~been~~2023 ~~prepared~~and ~~assuming~~2022, ~~the~~depreciation ~~Company~~expense ~~will~~amounted ~~continue~~to asapproximately a$1,000 ~~going~~and ~~concern~~$0, ~~which~~respectively, ~~contemplates~~amortization of intangibles amounted to ~~the~~$0 ~~recoverability~~and of$8,931, ~~assets~~respectively. The related intangible asset was determined to be impaired and was written off in fiscal 2022. Depreciation, amortization and the ~~satisfaction~~impairment ofwrite-off ~~liabilities~~are included in operating expenses in the ~~normal~~consolidated ~~course~~statement of ~~business~~operations.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the ~~year~~years ended September 30, ~~2022,~~2023 ~~the Company has incurred a net loss of $2,673,346~~ and ~~used cash in operations of $1~~2022,~~644,132.~~ ~~The~~other ~~working~~expense ~~capital~~amounted ~~deficit,~~to ~~stockholders’~~approximately ~~deficit and accumulated deficit was~~ $15718,~~800,583,~~000 ~~$16,578,533~~ and $35866,~~630~~000,~~186,~~ respectively, ata ~~September~~decrease ~~30,~~of ~~2022.~~approximately ~~On September 6~~$148, ~~2019 the Company received a~~000. ~~default~~The ~~notice~~decrease onwas ~~its~~primarily ~~payment~~attributable ~~obligations~~to ~~under~~higher ~~the~~interest ~~senior~~costs ~~secured~~of ~~credit~~approximately ~~facility agreement~~$185,000 ~~defaulted~~and ondecrease ~~its~~in ~~Note~~gain ~~Payable~~of –debt ~~Seller~~extinguishment ~~in September 2017~~ and ~~has~~settlements ~~since defaulted on other promissory notes. As~~ of ~~September~~approximately 30$214,000 ~~2022~~offset ~~the~~by ~~Company~~increase ~~has~~in ~~received~~gain ~~demands~~on ~~for~~forgiveness ~~payment~~ of ~~past~~accounts ~~due~~payable amounts from several consultants and service providers. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of ~~twelve~~approximately ~~months~~$531,000 ~~from the issuance date of this report.~~which ~~The~~was ~~ability~~deemed offorgiven ~~the~~by ~~Company to continue as a going concern is dependent upon~~ management’s ~~ability~~due to ~~further~~statute ~~implement~~of ~~its~~limitations ~~business plan~~ and ~~raise~~fair ~~additional~~market ~~capital~~value aschanges ~~needed~~of ~~from~~derivative ~~the sales~~ of ~~stock~~approximately or debt. The Company has continued to implement cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement$9, ~~and restructure or repay its secured obligations~~000. ~~The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.~~

~~Off-Balance~~As a result, we reported net ~~Sheet~~loss ~~Arrangements~~of $2,225,334 and $2,673,346 for the years ended September 30, 2023 and 2022, respectively.

WeThe Company has incurred dividend docharges ~~not~~from ~~have~~Series ~~any~~B ~~off-balance~~and ~~sheet~~C ~~arrangements~~preferred ~~that~~stock ~~have~~of or$145,983, ~~are~~for ~~reasonably~~the ~~likely~~year toended ~~have~~September a30, ~~current~~2023. orThe ~~future~~dividends ~~effect~~to onbe ~~our~~paid ~~financial~~are included ~~condition,~~in ~~changes~~temporary inequity ~~financial~~and ~~condition,~~the ~~revenues~~mandatorily orredeemable ~~expenses,~~preferred ~~results~~stock ofas ~~operations,~~presented ~~liquidity,~~on ~~capital~~the ~~expenditures~~balance orsheet. ~~capital~~For ~~resources~~the year 2022, the dividends ~~that~~recorded ~~are~~$584,072 ~~material~~which relates to ~~investors~~the temporary equity.

37As a result, we reported a net loss available to common stockholders of $2,371,317 or $0.36 per common share, and $3,257,418 or $0.95 per common share, for the years ended September 30, 2023 and 2022, respectively.

~~Critical Accounting~~Going ~~Policies and Significant Accounting Estimates~~Concern

~~Our consolidated~~The accompanying consolidated financial statements ~~and accompanying notes~~ have been prepared inassuming ~~accordance~~the ~~with~~Company ~~United~~will ~~States~~continue ~~generally~~as ~~accepted accounting principles applied on~~ a ~~consistent~~going ~~basis.~~concern, ~~The~~which ~~preparation~~contemplates ~~of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect~~ the ~~reported~~recoverability ~~amounts~~ of ~~assets and liabilities, the disclosure~~ ~~of contingent~~ assets and ~~liabilities at~~ the ~~date~~satisfaction of ~~the~~liabilities ~~financial~~in ~~statements and~~ the ~~reported~~normal ~~amounts~~course of ~~revenues and expenses during the reporting periods~~business.

WeThe accompanying consolidated ~~regularly~~financial ~~evaluate~~statements have been prepared assuming the ~~accounting~~Company ~~policies~~will continue as a going concern, which contemplates the recoverability of assets and ~~estimates~~the satisfaction of liabilities in the normal course of business. For the year ended September 30, 2023, the Company has incurred a net loss of $2,225,334 and used cash in operations of $639,392. The working capital deficit, stockholders’ deficit and accumulated deficit was $7,985,156, $17,256,434 and $37,855,520, respectively, at September 30, 2023. On September 6, 2019, the Company received a default notice on its payment obligations under the senior secured credit facility agreement which was previously in default. The Company also defaulted on its Note Payable – Seller in September 2017 and has since defaulted on other promissory notes. As of September 30, 2023, the Company has received demands for payment of past due amounts from several consultants and service providers. It is the management’s opinion that wethese ~~use~~matters raise substantial doubt about the Company’s ability to ~~prepare~~continue ~~our~~as ~~consolidated~~a ~~financial~~going ~~statements~~concern for a period of twelve months from the issuance date of this report. InThe ~~general,~~ability of the Company to continue as a going concern is dependent upon the management’s ~~estimates~~ability ~~are~~to ~~based~~further onimplement ~~historical~~its ~~experience~~business plan and raise additional capital as needed from the sales of stock or debt. The Company has continued to implement cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and onrestructure ~~various~~or ~~other~~repay ~~assumptions~~its obligations. The accompanying consolidated financial statements do not include any adjustments that ~~are~~might ~~believed~~be required should the Company be unable to continue as a going concern. However, additional funding may not be ~~reasonable~~available ~~under~~to the ~~facts~~Company on acceptable terms, or at all. Any failure to raise capital as and when needed could have ~~circumstances.~~a ~~Actual~~negative ~~results~~impact on the Company’s ability to pursue its business plans and strategies, and the Company would likely be forced to delay, reduce, or terminate some or all of its activities, all of which could ~~differ~~have ~~from~~a ~~those~~material ~~estimates~~adverse ~~made~~effect byon ~~management~~the Company’s business, results of operations and financial condition.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of intangible assets for impairment analysis, valuation of the lease liability and related rightOff-~~of-use~~Balance ~~asset,~~Sheet ~~valuation of stock-based compensation, the valuation of derivative liabilities, valuation of redeemable preferred stock and the valuation allowance on deferred tax assets.~~ Arrangements

We do not have ~~identified~~any ~~the~~off-balance sheet ~~accounting~~arrangements ~~policies~~that ~~below~~have asor ~~critical~~are reasonably likely to have a current or future effect on our ~~business~~financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~Accounts Receivable~~37

~~Trade receivables~~Critical ~~are~~Accounting ~~recorded~~Policies ~~at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer~~ and ~~whether the balance is significant. The Company~~Significant ~~may~~Accounting also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible.Estimates

~~Goodwill~~Our consolidated financial statements and ~~Intangible~~accompanying ~~Assets~~notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~The Company~~We ~~acquired~~regularly aevaluate ~~patent~~the accounting ~~for~~policies aand ~~new~~estimates ~~product~~that ~~during~~we ~~the~~use ~~year~~to ~~ended~~prepare ~~September~~our ~~30,~~consolidated ~~2021~~financial statements. ~~The~~In ~~Company~~general, ~~capitalized~~management’s ~~acquisition~~estimates are ~~and~~based ~~related legal~~on ~~fees~~historical ~~related~~experience, toand ~~the~~on ~~patent~~various ~~totaling~~other ~~$44,650.~~assumptions ~~The~~that ~~capitalized~~are ~~amount~~believed ~~will~~to be ~~amortized~~reasonable ~~over~~under the ~~next~~facts ~~five~~and ~~years~~circumstances. ~~Impairment will~~ beActual ~~tested~~results ~~annually~~could ordiffer asfrom ~~indicators~~those ofestimates ~~impairment~~made ~~are~~by ~~available~~management.

~~Long~~The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of intangible assets for impairment analysis, valuation of the lease liability and related right-~~Lived~~of-use asset, valuation of stock-based compensation, the valuation of derivative liabilities, ~~Assets~~valuation of redeemable preferred stock and the valuation allowance on deferred tax assets.

~~Long-lived assets~~We ~~are~~have ~~reviewed~~identified ~~for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying value may not be recoverable.~~accounting ~~Impairment~~policies isbelow ~~determined~~as bycritical ~~comparing the carrying value of the long-lived assets~~ to ~~the~~our ~~estimated~~business ~~undiscounted future cash flows expected to result from use of the assets and their ultimate disposition~~operations. ~~In instances where impairment is determined to exist, the Company writes down the asset to its fair value based on the present value of estimated future cash flows.~~

38Accounts Receivable

~~Revenue~~Trade receivables are ~~Recognition~~recorded at net realizable value consisting of the carrying amount less the allowance for credit losses, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. The Company maintains an allowance for credit losses primarily for estimated losses resulting from the inability or failure of individual customers to make required payments. The Company maintains an allowance under Accounting Standards Codification (“ASC”) 326 based on historical losses, changes in payment history, customer-specific information, current economic conditions, and reasonable and supportable forecasts of future economic conditions. The allowance under ASC 326 is updated as additional losses are incurred or information becomes available related to the customer or economic conditions.

~~The Company follows Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which has a five~~Long-~~step process:~~Lived a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.Assets

~~The~~Long-lived assets are reviewed ~~Company~~for ~~sells~~impairment awhenever ~~variety~~events ofor ~~products~~changes toin ~~government~~circumstances ~~entities.~~indicate ~~The~~that ~~purchase~~the ~~order~~carrying ~~received~~value ~~specifies~~may ~~each~~not ~~item~~be ~~and~~recoverable. ~~its~~Impairment ~~manufacturer;~~is ~~the~~determined ~~Company~~by ~~only~~comparing ~~needs~~the tocarrying ~~fulfill~~value of the ~~performance~~long-lived ~~obligation~~assets byto ~~shipping~~ the ~~specified~~estimated ~~items.~~undiscounted Nofuture ~~other~~cash ~~performance~~flows ~~obligations~~expected ~~exist~~to ~~under~~result from use of the ~~terms~~assets ofand ~~the~~their ~~contracts~~ultimate disposition. ~~The~~In ~~Company~~instances ~~recognizes~~where ~~revenue~~impairment ~~for~~is ~~the~~determined ~~agreed~~to ~~upon~~exist, ~~sales~~the ~~price~~Company ~~when~~writes down the ~~product~~asset isto its ~~shipped~~fair tovalue based on the ~~customer, which~~present ~~satisfies~~value ~~the~~of ~~performance~~estimated ~~obligation~~future cash flows.

During the years ended September 30, 2022 and 2021, the Company through its subsidiary Howco entered into contracts to package products for a third-party company servicing the same government customer base. The contracts were on job lot basis as shipped to Howco for packaging. The customer was billed upon completion each job lot at which time revenue was recognized.38

~~The Company~~Revenue sells drones and related products manufactured by third parties to various parties, primarily local government entities. The Company also offers technical services related to drone utilization and performs other services. Contracts for drone related products and services sales will be evaluated using the five-step process outline above. There have been no material sales for drone products or other services for which full compliance with performance obligations has not been met. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics.Recognition

The Company ~~began~~follows ~~sales~~Accounting Standards ofCodification ~~sanitizing~~(“ASC”) ~~products~~606, ~~and~~Revenue ~~services~~From ~~during~~Contracts ~~the~~With ~~year~~Customers, ~~ended~~which ~~September~~has ~~30,~~a ~~2022.~~five-step ~~Revenue~~process: ~~for~~a) ~~this~~Determine ~~line~~whether a ofcontract ~~business~~exists; ~~is recognized~~b) ~~upon~~Identify ~~shipment~~the ~~and~~performance ~~delivery~~obligations; ofc) ~~training~~Determine ~~services~~the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (asor ~~applicable~~as) performance obligations are satisfied.

~~Stock-Based~~The Company sells a variety ~~Compensation~~of products to government entities. The purchase order received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation.

~~Stock-based compensation~~The isCompany ~~accounted~~through ~~for~~its ~~based on the requirements of ASC 718 – “Compensation –Stock Compensation”,~~subsidiary ~~which~~Howco ~~requires~~entered ~~recognition~~into incontracts ~~the~~to ~~financial~~package ~~statements~~products ~~of the cost of employee and director services received in exchange~~ for ana ~~award of~~third-party ~~equity~~company ~~instruments~~servicing ~~over~~ the ~~period~~same ~~the~~government ~~employee~~customer ~~or director is required to perform the services in exchange for the award (presumptively, the vesting period)~~base. The ~~ASC also requires measurement of the cost of employee and director services received in exchange for an award~~contracts ~~based~~were on ~~the~~job ~~grant-date~~lot ~~fair~~basis ~~value~~as ofshipped ~~the award. The Company utilizes the Black-Sholes option pricing model and uses the simplified method~~ to ~~determine~~Howco expected term because of lack of sufficient exercise history. Additionally, effective October 1, 2016, the Company adopted the Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Improvements to Employee Share-Based Payment Accounting. Among other changes, ASU 2016-09 permits the election of an accounting policy for ~~forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award~~packaging. The ~~Company~~customer ~~has~~was ~~elected~~billed toupon ~~recognize forfeitures~~completion ~~as they occur and the cumulative impact~~ of ~~this~~each ~~change~~job ~~did~~lot ~~not~~at ~~have~~which ~~any~~time ~~effect on the Company’s consolidated financial~~revenue ~~statements~~was ~~and related disclosures~~recognized.

~~As of~~The ~~October~~Company 1,sells ~~2018,~~drones ~~the~~and related ~~Company~~products ~~has~~manufactured ~~early~~by ~~adopted~~third ~~ASU~~parties ~~2018-7~~to ~~Compensation-Stock~~various ~~Compensation~~parties, ~~which~~primarily ~~conforms~~local ~~the~~government ~~accounting~~entities. ~~for~~The ~~non-employees to~~Company ~~the~~also ~~accounting~~offers ~~treatment~~technical services ~~for~~related ~~employees.~~to ~~The~~drone ~~new~~utilization ~~standard~~and ~~replaces~~performs ~~using~~other aservices. ~~fair~~Contracts ~~value~~for asdrone ofrelated ~~each~~products ~~reporting~~and ~~date~~services ~~with~~sales ~~use~~will ofbe ~~the calculated~~evaluated ~~fair~~using ~~value~~the asfive-step ofprocess ~~the~~outline ~~grant date~~above. ~~The~~There ~~implementation~~have ofbeen ~~the~~no ~~standard~~material ~~provides~~sales for ~~the~~drone ~~use~~products ofor ~~the~~other ~~fair~~services ~~market~~for ~~value~~which asfull ~~of the adoption~~compliance ~~date,~~with ~~rather~~performance ~~than~~obligations ~~using~~has ~~the~~not ~~value~~been asmet. ofUpon ~~the~~significant ~~original~~sales ~~grant~~for ~~date.~~drone ~~Therefore,~~products ~~the~~and ~~values~~services ~~calculated~~ and ~~reported~~insulation ~~at September 30~~jackets, ~~2018 become a proxy for~~ the ~~grant date value. The~~ Company will ~~utilizes~~disaggregate ~~the~~sales ~~Black-Sholes~~by ~~option~~these ~~pricing~~lines ~~model~~of business and ~~uses~~within the ~~simplified~~lines ~~method to determine expected term because~~ of ~~lack~~business ofto ~~sufficient~~the ~~exercise~~extent ~~history.~~that ~~There~~the ~~was~~product noor ~~cumulative~~service ~~effect~~has ondifferent revenue ~~the~~recognition ~~adoption date~~characteristics.

~~Derivative~~The Company began sales of ~~Liabilities~~sanitizing products and services during fiscal year 2022. Revenue for this line of business is recognized upon shipment and delivery of training services (as applicable).

The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810Stock-~~10-05-4~~Based and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.Compensation

39Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company utilizes the Black-Scholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. Additionally, effective October 1, 2016, the Company adopted the Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Improvements to Employee Share-Based Payment Accounting. Among other changes, ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. The Company has elected to recognize forfeitures as they occur and the cumulative impact of this change did not have any effect on the Company’s consolidated financial statements and related disclosures.

~~Convertible~~As of October 1, 2018, the ~~Notes~~Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with ~~Fixed~~use ~~Rate~~of ~~Conversion~~the ~~Options~~calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore, the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Scholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date.

The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 – “Distinguishing Liabilities from Equity”.39

~~Net Loss~~Convertible ~~Per~~Notes ~~Share~~with Fixed Rate Conversion Options

~~Basic loss~~The ~~per~~Company ~~share~~may isenter ~~calculated~~into convertible bynotes, ~~dividing~~some ~~the~~of ~~loss~~which ~~attributable~~contain, topredominantly, ~~stockholders~~fixed byrate ~~the~~conversion ~~weighted-average~~features, ~~number~~whereby ofthe ~~shares~~ outstanding ~~for the~~principal ~~period.~~and ~~Diluted~~accrued interest ~~loss~~may ~~per~~be ~~share~~converted ~~reflects~~by the ~~potential~~holder, ~~dilution~~into ~~that~~common ~~could~~shares ~~occur~~at ifa ~~securities~~fixed ordiscount ~~other contracts~~ to ~~issue~~the ~~common stock~~market ~~were~~price ~~exercised~~of orthe ~~converted into~~ common stock orat ~~resulted in~~ the ~~issuance~~time of conversion. ~~common~~This ~~stock~~results ~~that shared~~ in ~~the~~a ~~earnings~~fair ~~(loss)~~value of the ~~Company.~~convertible ~~Diluted~~note ~~loss~~being ~~per~~equal ~~share~~to isa ~~computed~~fixed bymonetary ~~dividing~~amount. The Company records the ~~loss~~convertible note ~~available~~liability toat ~~stockholders~~its fixed monetary amount by ~~the~~measuring ~~weighted~~and ~~average~~recording ~~number~~a ofpremium, ~~shares outstanding~~as ~~for~~applicable, on the ~~period~~Note ~~and~~date ~~dilutive~~with ~~potential~~a ~~shares~~charge ~~outstanding~~to ~~unless~~interest expense ~~such~~in ~~dilutive~~accordance ~~potential~~with ~~shares~~ASC ~~would~~480 ~~result~~– in“Distinguishing ~~anti-dilution~~Liabilities from Equity”.

~~Lease Accounting~~Net Loss Per Share

InBasic ~~February~~loss ~~2016,~~per ~~the~~share ~~FASB~~is calculated ~~issued~~by ~~ASU~~dividing ~~No.~~the ~~2016-02, Leases ,~~loss ~~which~~attributable ~~requires lessees~~ to ~~report~~stockholders onby ~~their~~the ~~balance~~weighted-average ~~sheets~~number ~~a right-~~of~~-use~~ ~~asset~~shares ~~and~~outstanding ~~a lease~~for ~~liability in connection with most lease agreements classified as operating leases under~~ the ~~prior~~period. ~~guidance~~Diluted ~~(ASC~~loss ~~Topic 840). Under~~per ~~the~~share ~~new~~reflects ~~guidance, codified as ASC Topic 842,~~ the ~~lease~~potential ~~liability~~dilution ~~must~~that becould ~~measured~~occur ~~initially~~if ~~based~~securities onor ~~the~~other ~~present~~contracts ~~value of future lease payments, subject~~ to ~~certain~~issue ~~conditions.~~common ~~The~~stock ~~right-of-use~~were ~~asset~~exercised ~~must~~or beconverted into ~~measured~~common ~~initially~~stock ~~based~~or onresulted in the ~~amount~~issuance of ~~the~~common ~~liability,~~stock ~~plus certain initial direct costs. The new guidance further requires~~ that ~~leases~~shared bein ~~classified~~the atearnings ~~inception as either~~ (aloss) ~~operating~~of ~~leases or~~the ~~(b) finance leases~~Company. ~~For~~Diluted ~~operating~~loss ~~leases,~~per ~~periodic expense generally~~ share is ~~flat~~computed ~~(straight-line)~~by ~~throughout~~dividing the ~~life~~loss ofavailable ~~the~~to ~~lease.~~stockholders ~~For finance~~by ~~leases,~~the ~~periodic~~weighted ~~expense~~average ~~declines~~number ~~over the life~~ of ~~the~~shares ~~lease.~~outstanding ~~The new standard, as amended, provides an option~~ for ~~entities to use~~ the ~~cumulative-effect~~period ~~transition~~and ~~method. As permitted, the Company adopted ASC Topic 842 effective June 1, 2020. The adoption of ASC~~dilutive ~~Topic~~potential ~~842~~shares ~~did~~outstanding ~~not~~unless ~~have~~such adilutive ~~material~~potential ~~impact~~shares onwould ~~the~~result ~~Company’s~~in ~~consolidated financial statements~~anti-dilution.

~~ITEM 7A.~~Lease ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Accounting

~~Not~~In February 2016, the FASB ~~Applicable~~issued ASU No. 2016-02, Leases, which requires lessees to report on their balance sheets a right-of-use asset and a lease liability in connection with most lease agreements classified as operating leases under the prior guidance (ASC Topic 840). Under the new guidance, codified as ASC Topic 842, the lease liability must be measured initially based on the present value of future lease payments, subject to certain conditions. The right-of-use asset must be measured initially based on the amount of the liability, plus certain initial direct costs. The new guidance further requires that leases be classified at inception as either (a) operating leases or (b) finance leases. For operating leases, periodic expense generally is flat (straight-line) throughout the life of the lease. For finance leases, periodic expense declines over the life of the lease. The new standard, as amended, provides an option for entities to use the cumulative-effect transition method. As permitted, the Company adopted ASC Topic 842 effective June 1, 2020. The adoption of ASC Topic 842 did not have a material impact on the Company’s consolidated financial statements.

40ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM 8.~~Not ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Applicable.

~~The information required by Item 8 is contained on pages F-1 through F-48 of this Annual Report on Form 10-K.~~40

		Page
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 106)		F-2
Consolidated Balance Sheets – As of September 30, 2022 and 2021		F-4
Consolidated Statements of Operations for the Years Ended September 30, 2022 and 2021		F-5
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended September 30, 2022 and 2021		F-6
Consolidated Statements of Cash Flows for the Years Ended September 30, 2022 and 2021		F-7
Notes to Consolidated Financial Statements		F-8

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FThe following consolidated financial statements of Bantec, Inc. are included in this Annual Report on Form 10-1K:

Report of Independent Registered Public Accounting Firm

		Page
FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 106)		F-2
Consolidated Balance Sheets – As of September 30, 2023 and 2022		F-3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended September 30, 2023 and 2022		F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended September 30, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the Years Ended September 30, 2023 and 2022		F-6
Notes to Consolidated Financial Statements		F-7

~~To the Stockholders and the Board of Directors of:~~F-1

~~Bantec,~~Report of ~~Inc.~~Independent Registered Public Accounting Firm

~~Opinion~~To the onStockholders and the ~~Financial~~Board ~~Statements~~of Directors of:

~~We have audited the accompanying consolidated balance sheets of~~ Bantec, Inc. and Subsidiaries (the “Company”) as of September 30, 2022 and 2021, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows, for each of the two years in the period ended September 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30, 2022 and 2021, and the consolidated results of its operations and its cash flows for each of the two years in the period ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

~~Going~~Opinion on ~~Concern~~the Financial Statements

~~The~~We have audited the accompanying consolidated ~~financial~~balance ~~statements have~~sheets ~~been~~of ~~prepared~~Bantec, ~~assuming~~Inc. ~~that~~and Subsidiaries (the “Company”) ~~will~~as ~~continue~~of asSeptember 30, a2023 ~~going~~and ~~concern.~~2022, Asthe ~~discussed~~related inconsolidated ~~Note~~statements 2of tooperations ~~the~~and ~~consolidated~~comprehensive ~~financial~~income ~~statements~~(loss), ~~the~~ ~~Company~~changes ~~has~~in astockholders’ deficit, ~~net loss~~ and cash ~~used~~flows, infor ~~operations~~each of ~~$2,673,346~~the ~~and~~two ~~$1,644,132~~years ~~respectively,~~ in ~~fiscal~~the ~~2022~~period ended September 30, 2023, and ~~has~~the arelated ~~working~~notes ~~capital~~(collectively referred ~~deficit,~~to ~~stockholders’~~as ~~deficit~~the ~~and~~“consolidated ~~accumulated~~financial ~~deficit~~statements”). ofIn ~~$15,800,583,~~our ~~$16~~opinion,~~578,533~~ ~~and~~the ~~$35,630,186,~~consolidated ~~respectively~~financial atstatements ~~September~~present 30fairly, in ~~2022.~~all ~~These~~material ~~matters~~respects, ~~raise~~the ~~substantial~~consolidated ~~doubt~~financial ~~about~~position of the Company’s ~~ability~~as toof ~~continue~~September as30, a2023 ~~going~~and ~~concern.~~2022, ~~Management’s~~and ~~Plan~~the consolidated results inof ~~regard~~its tooperations ~~these~~and ~~matters~~its iscash ~~also~~flows ~~described~~for ineach ~~Note~~of 2.the ~~The~~two ~~consolidated~~years ~~financial~~in ~~statements~~the doperiod ~~not~~ended ~~include~~September ~~any~~30, ~~adjustments~~2023, ~~that~~in ~~might~~conformity with accounting ~~result~~principles ~~from~~generally accepted in the ~~outcome~~United States of ~~this uncertainty~~America.

~~Basis for Opinion~~Going Concern

~~These~~The accompanying consolidated financial statements ~~are~~have ~~the responsibility~~been ofprepared assuming that the Company’s ~~management~~will continue as a going concern. ~~Our~~As ~~responsibility~~discussed in isNote 2 to ~~express~~the anconsolidated ~~opinion~~financial onstatements, the Company’s ~~consolidated~~has ~~financial statements~~a ~~based~~net onloss ~~our~~and ~~audits.~~cash Weused ~~are~~in aoperations ~~public~~of ~~accounting~~$2,225,334 ~~firm~~and ~~registered~~$639,392 respectively, ~~with~~in ~~the~~fiscal ~~Public~~2023, ~~Company~~and ~~Accounting~~has ~~Oversight~~a ~~Board~~working ~~(United States)~~capital ~~(“PCAOB”)~~deficit, stockholders’ deficit and ~~are~~accumulated ~~required~~deficit toof be$7,985,156, ~~independent~~$17,256,434 and ~~with~~$37,855,520, ~~respect~~respectively toat September 30, 2023. These matters raise substantial doubt about the Company’s inability ~~accordance~~to ~~with~~continue as ~~the~~a Ugoing concern.S. ~~federal~~Management’s ~~securities laws~~Plan ~~and~~in ~~the~~regard ~~applicable~~to ~~rules~~these ~~and~~matters ~~regulations~~is ofalso ~~the~~described ~~Securities~~in ~~and~~Note ~~Exchange~~2. ~~Commission~~The ~~and~~consolidated financial statements do not include any adjustments that might result from the ~~PCAOB~~outcome of this uncertainty.

~~We conducted our audits in accordance with the~~Basis standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for ~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.~~Opinion

~~Our~~These consolidated ~~audits~~financial ~~included~~statements ~~performing~~are ~~procedures to assess~~ the ~~risks~~responsibility of ~~material misstatement of~~ the ~~consolidated~~Company’s ~~financial~~management. ~~statements,~~Our ~~whether~~responsibility ~~due~~is to ~~error~~express oran ~~fraud and performing procedures that~~opinion ~~respond~~on tothe ~~those~~Company’s ~~risks.~~consolidated ~~Such~~financial ~~procedures~~statements ~~included~~based ~~examining,~~ on aour ~~test~~audits. ~~basis,~~We ~~evidence~~are ~~regarding~~a ~~the~~public ~~amounts~~accounting ~~and~~firm ~~disclosures~~registered inwith the ~~consolidated~~Public ~~financial~~Company ~~statements.~~Accounting ~~Our~~Oversight ~~audits~~Board ~~also~~(United ~~included~~States) ~~evaluating~~(“PCAOB”) ~~the~~and ~~accounting~~are ~~principles~~required ~~used~~to ~~and~~be ~~significant~~independent ~~estimates~~with ~~made~~respect byto ~~management,~~the Company asin ~~well~~accordance aswith ~~evaluating~~ the ~~overall~~U.S. ~~presentation~~federal ofsecurities ~~the~~laws ~~consolidated~~and ~~financial~~the ~~statements.~~applicable Werules ~~believe~~and ~~that~~regulations ~~our~~of ~~audits~~the ~~provide~~Securities aand ~~reasonable~~Exchange Commission ~~basis~~and ~~for~~the ~~our opinion~~PCAOB.

~~F-2~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Critical~~Our audits ~~Audit~~included ~~Matters~~performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~The critical audit matters communicated below~~Critical ~~are~~Audit matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.Matters

~~Presentation~~The critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and ~~Accounting~~that: ~~for~~(1) ~~Convertible~~relate to accounts or disclosures that are material to the consolidated ~~Series~~financial Bstatements ~~Preferred~~and ~~Stock~~(2) ~~issued~~involved ~~with~~our ~~Debt~~especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~As described in Footnote 11 “Notes and Loans~~/s/ ~~Payable”~~Salberg ~~and~~& ~~Footnote 12 “Temporary Equity”, on July 1, 2022, the~~ Company ~~entered into two separate Securities Purchase Agreements “SPA”. Under the terms of the SPA~~, ~~each lender agreed to advance funds under a merchant financing arrangement~~P. ~~Each loan principal amount is $224,000, including legal fees of $5,000 and an OID of $24,000~~A. The Company received net aggregate cash proceeds of $390,000. The Company agreed to issue 448,000 shares of the Company’s Series B Preferred Stock, and Warrants for the purchase of 2,240,000,000 shares of Common Stock as consideration for each advance agreement.

~~We identified the presentation and accounting~~SALBERG ~~for~~& ~~the Convertible Series B Preferred Stock discussed above as a critical audit matter. Auditing management’s analysis of the presentation~~COMPANY, ~~accounting~~ ~~treatment and valuation for the Convertible Series B Preferred Stock was complex and subjective~~P.A.

~~The primary procedures we performed to address~~We ~~these~~have ~~critical~~served ~~audit~~as ~~matters included (a) Inspected and reviewed all relevant legal and other documents supporting~~ the ~~transactions, (b) Reviewed management~~Company’s ~~process~~auditor tosince determine the proper valuation (c) Obtained management’s analysis regarding the accounting treatment, valuation and presentation of the Convertible Series B Preferred Stock and (d) compared and tested management’s analysis against authoritative and interpretive literature2017. ~~We agreed with management’s final conclusions.~~

~~/s/ Salberg & Company,~~Boca ~~P.A.~~Raton, Florida

~~SALBERG & COMPANY~~February 5, ~~P.A.~~2024

We2295 NW ~~have~~Corporate ~~served~~Blvd., asSuite ~~the~~240 ~~Company’s~~● ~~auditor since~~Boca ~~2017.~~Raton, FL 33431

~~Boca~~Phone: (561) ~~Raton,~~995-8270 ~~Florida~~● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920

~~January~~www.salbergco.com ● ~~12, 2023~~info@salbergco.com

~~2295~~Member National NWAssociation ~~Corporate~~of ~~Blvd.,~~Certified ~~Suite~~Valuation ~~240~~Analysts ● ~~Boca~~ ~~Raton,~~Registered FLwith ~~33431~~the PCAOB

~~Phone:~~Member CPAConnect ~~(561)~~with ~~995-8270~~Affiliated Offices Worldwide ● ~~Toll~~Member ~~Free: (866)~~Center ~~CPA-8500~~for ●Public ~~Fax:~~Company ~~(561)~~Audit ~~995-1920~~Firms

~~www.salbergco.com ● info@salbergco.com~~F-2

~~Member National Association of Certified~~BANTEC, ~~Valuation~~INC. ~~Analysts~~AND ~~● Registered with the PCAOB~~SUBSIDIARIES

~~Member CPAConnect with Affiliated~~CONSOLIDATED ~~Offices~~BALANCE ~~Worldwide ● Member Center for Public Company Audit Firms~~SHEETS

F-3

	September 30, 2023			September 30, 2022
ASSETS

CURRENT ASSETS:
Cash	$	35,443		$	186,386
Accounts receivable, net		138,609			419,951
Inventory		178,056			92,917
Prepaid expenses and other current assets		15,000			4,663

TOTAL CURRENT ASSETS		367,108			703,917

Property and equipment, net		1,542			1,461
Right of use asset		127,276			33,568

TOTAL ASSETS	$	495,926		$	738,946

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	2,215,246		$	2,730,309
Accrued expenses and interest		3,530,406			5,094,394
Convertible notes, net of debt discount and premiums		386,180			7,422,326
Line of credit		35,000			-
Note payable – seller		834,000			837,000
Current portion notes and loans payable – net of discounts		863,852			217,897
Notes payable – related party		105,062			13,537
Mandatorily redeemable Preferred Stock Series C - $1.50 stated value, 1,000,000 shares designated and authorized, 224,000 and none issued and outstanding at September 30, 2023 and 2022, respectively		340,572			-
Settlement payable		-			154,562
Lease liability - current portion		41,946			34,475

TOTAL CURRENT LIABILITIES		8,352,264			16,504,500

LONG-TERM LIABILITIES:
Lease liability - long-term portion		85,880			-
Note payable including accrued interest – related party - long-term portion		8,700,254			-
Notes and loans payable – net of current portion		150,000			127,539

TOTAL LONG-TERM LIABILITIES		8,936,134			127,539

TOTAL LIABILITIES	$	17,288,398		$	16,632,039

Temporary Equity – Convertible Preferred Stock Series B - $1.50 stated value, 1,000,000 shares designated and authorized, 208,500 and 448,000 issued and outstanding at September 30, 2023 and 2022, respectively		463,962			685,440

Commitments and Contingencies (See Note 15)

STOCKHOLDERS’ DEFICIT:
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, Series A preferred stock – 250 shares designated, issued and outstanding at September 30, 2023 and 2022, respectively	$	-		$	-
Common stock - $0.0001 par value,12,000,000,000 shares authorized, 9,306,954 and 4,407,321 shares issued and outstanding at September 30, 2023 and 2022, respectively		930			441
Additional paid-in capital		20,598,156			19,051,212
Accumulated deficit		(37,855,520	)		(35,630,186	)

TOTAL STOCKHOLDERS’ DEFICIT		(17,256,434	)		(16,578,533	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	495,926		$	738,946

~~BANTEC,~~The accompanying ~~INC.~~consolidated ~~AND~~notes ~~SUBSIDIARIES~~are an integral part of these consolidated financial statements.

~~CONSOLIDATED BALANCE SHEETS~~F-3

	September 30,			September 30,
	2022			2021
ASSETS
Current Assets
Cash	$	186,386		$	985,953
Accounts receivable		419,951			128,386
Inventory		92,917			61,837
Prepaid expenses and other current assets		4,663			28,882
Total Current Assets		703,917			1,205,058
Property and equipment, net		1,461			1,461
Patents and other intangibles		-			44,650
Right of use lease asset		33,568			85,747
Other assets		-			119,670
Total non-current assets		35,029			251,528
Total Assets	$	738,946		$	1,456,586
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	2,730,309		$	2,667,110
Accrued expenses and interest		5,094,394			4,316,258
Convertible notes payable – net of discounts and premiums		7,422,326			7,662,640
Note payable – seller		837,000			873,000
Line of credit – bank		-			4,885
Current portion notes and loans payable – net of discounts		217,897			170,036
Notes payable – related party		13,537			-
Settlement payable		154,562			42,850
Lease liability – current portion		34,475			52,178
Derivative liabilities		-			125,693
Total Current Liabilities		16,504,500			15,914,650
Long-term Liabilities:
Notes and loans payable – net of current portion		127,539			303,202
Lease liability, less current portion		-			34,812
Total Long-term Liabilities		127,539			338,014
Total Liabilities		16,632,039			16,252,664
Temporary Equity – Convertible Preferred Stock Series B - $1.50 stated value, 1,000,000 shares designated and authorized, 448,000 issued and outstanding at September 30, 2022		685,440			-
Commitments and Contingencies (Note 17)
Stockholders’ Deficit:
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, Series A preferred stock – no par value, 250 shares designated, issued and outstanding at September 30, 2022 and September 30, 2021, respectively		-			-
Common stock - $0.0001 par value,12,000,000,000 shares authorized, 4,407,320,832 and 2,470,510,585 shares issued and outstanding at September 30, 2022 and September 30, 2021, respectively		440,733			247,052
Additional paid-in capital		18,610,920			17,913,710
Accumulated deficit		(35,630,186	)		(32,956,840	)
Total Stockholders’ Deficit		(16,578,533	)		(14,796,078	)
Total Liabilities and Stockholders’ Deficit	$	738,946		$	1,456,586

BANTEC, INC. AND SUBSIDIARIES

~~See~~CONSOLIDATED STATEMENTS ~~accompanying~~OF ~~notes~~OPERATIONS toAND ~~consolidated~~COMPREHENSIVE ~~financial statements~~INCOME (LOSS)

F-4

	Years ended September 30,
	2023			2022
Sales	$	2,324,307		$	2,466,198

Cost of Goods Sold		1,944,770			2,048,173

Gross Profit		379,537			418,025

OPERATING EXPENSES
Selling, general, and administrative expenses		1,885,081			2,180,288
Intangible impairment		-			35,719
Depreciation and amortization		1,461			8,931

TOTAL OPERATING EXPENSES		1,886,542			2,224,938

LOSS FROM OPERATIONS		(1,507,005	)		(1,806,913	)

OTHER INCOME (EXPENSE)
Other expense		-			(7,068	)
Interest and financing costs		(1,406,007	)		(1,220,730	)
Loss on change in fair market value of derivative		-			(8,710	)
Gain on extinguishment of accounts payable		531,231			-
Gains on debt extinguishment and settlements, net		156,447			370,075
TOTAL OTHER EXPENSE, NET		(718,329	)		(866,433	)

LOSS BEFORE TAXES		(2,225,334	)		(2,673,346	)

Provision for Income tax		-			-

NET LOSS	$	(2,225,334	)	$	(2,673,346	)

Dividends Attributable to Series B and C Preferred Stock		(145,983	)		(584,072	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(2,371,317	)	$	(3,257,418	)

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS	$	(0.36	)	$	(0.95	)

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		6,602,104			3,424,570

~~BANTEC,~~The accompanying ~~INC.~~consolidated ~~AND~~notes ~~SUBSIDIARIES~~are an integral part of these consolidated financial statements.

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~F-4

	For the Years Ended
	September 30,
	2022			2021
Sales	$	2,466,198		$	2,422,996
Cost of Goods Sold		2,048,173			1,553,516
Gross Profit		418,025			869,480
Operating Expenses:
Selling, general, and administrative expenses		2,180,288			2,834,856
Intangibles impairment		35,719			-
Depreciation and amortization		8,931			7,374
Total Operating Expenses		2,224,938			2,842,430
Loss Before Other (Income) Expense		(1,806,913	)		(1,972,750	)
Other (Income) Expense:
Other expense		7,068			-
Interest and financing costs		1,220,730			1,440,220
(Gain) loss on debt extinguishment and settlements, net		(370,075	)		(1,536,815	)
Loss on change in fair market value of derivative		8,710			5,916
Total Other (Income) Expense		866,433			(90,679	)
Net Loss before Provision for Income Tax		(2,673,346	)		(1,882,071	)
Provision for Income Tax		-			-
Net Loss	$	(2,673,346	)	$	(1,882,071	)
Dividends Attributable to Series B Preferred Stock		584,072			-
Net Loss Attributable to Common Stockholders	$	(3,257,418	)	$	(1,882,071	)
Basic and Diluted Loss Per Share	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding:
Basic and diluted		3,424,570,305			1,425,249,598

BANTEC, INC. AND SUBSIDIARIES

~~See~~CONSOLIDATED STATEMENTS ~~accompanying~~OF ~~notes~~CHANGES toIN ~~consolidated~~STOCKHOLDERS’ ~~financial~~DEFICIT ~~statements~~FOR THE YEARS ENDED SEPTEMBER 30, 2023 AND 2022

F-5

	Series A										Additional						Total
	Preferred Stock				Common Stock						Paid-in			Accumulated			Stockholders’
	No. of Shares		Value		No. of Shares			Value			Capital			Deficit			Deficit
Balance at September 30, 2021		250	$	-		2,470,511		$	247		$	18,160,515		$	(32,956,840	)	$	(14,796,078	)
Share option expense		-		-		-			-			69,108			-			69,108
Cancellation of common stock issued for settlement		-		-		(36,821	)		(4	)		(119,666	)		-			(119,670	)
Shares issued for cash		-		-		849,313			85			699,504			-			699,589
Shares issued for conversions of notes and accrued interest including premiums reclassified		-		-		1,124,318			113			625,436			-			625,549
Relative fair value of warrants issued with debt		-		-		-			-			200,387			-			200,387
Deemed dividend to adjust temporary equity to redemption value		-		-		-			-			(570,632	)		-			(570,632	)
Preferred Stock Series B dividend		-		-		-			-			(13,440	)		-			(13,440	)
Net loss for the year ended September 30, 2022		-		-		-			-			-			(2,673,346	)		(2,673,346	)
Balance at September 30, 2022		250	$	-		4,407,321		$	441		$	19,051,212		$	(35,630,186	)	$	(16,578,533	)

BANTEC, INC. AND SUBSIDIARIES

	Series A								Additional						Total
	Preferred Stock				Common Stock				Paid-in			Accumulated			Stockholders’
	No. of Shares		Value		No. of Shares		Value		Capital			Deficit			Deficit
Balance at September 30, 2022		250	$	-		4,407,321	$	441	$	19,051,212		$	(35,630,186	)	$	(16,578,533	)
Shares issued for cash		-		-		496,667		49		99,284			-			99,333
Shares issued for conversion of notes and reclassification of debt premiums		-		-		2,090,007		209		203,884			-			204,093
Preferred Stock Series B and C dividend		-		-		-		-		(145,983	)		-			(145,983	)
Contributed capital related to the assumption of convertible note by a related party		-		-		-		-		1,363,100			-			1,363,100
Shares issued for conversion of Series B preferred shares and dividends		-		-		2,309,360		231		26,659			-			26,890
Fractional shares issued from reverse split		-		-		3,599		-		-			-			-
Net loss for the year ended September 30, 2023		-		-		-		-		-			(2,225,334	)		(2,225,334	)
Balance at September 30, 2023		250	$	-		9,306,954	$	930	$	20,598,156		$	(37,855,520	)	$	(17,256,434	)

~~CONSOLIDATED~~The accompanying ~~STATEMENTS~~consolidated OFnotes ~~CHANGES~~are INan ~~STOCKHOLDERS’ DEFICIT~~integral part of these consolidated financial statements.

~~For the Years Ended September 30, 2022 and 2021~~F-5

	Series A Preferred Stock				Common Stock						Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance – September 30, 2020		250	$	-		491,032,439		$	49,104		$	13,080,692		$	(31,074,769	)	$	(17,944,973	)
Share option expense		-		-		-			-			82,308			-			82,308
Shares issued to employees		-		-		11,000,000			1,100			76,300			-			77,400
Shares issued to non-employees for services		-		-		20,000,000			2,000			146,000			-			148,000
Shares issued for legal settlement		-		-		36,821,330			3,682			115,988			-			119,670
Shares issued for cash		-		-		1,393,006,910			139,299			2,944,631			-			3,083,930
Shares issued for conversions of notes and accrued interest including premiums reclassified		-		-		518,649,906			51,867			1,467,791			-			1,519,658
Net loss		-		-		-			-			-			(1,882,071	)		(1,882,071	)
Balance – September 30, 2021		250		-		2,470,510,585			247,052			17,913,710			(32,956,840	)		(14,796,078	)
Share option expense		-		-		-			-			69,108			-			69,108
Cancellation of common stock issued for settlement		-		-		(36,821,330	)		(3,682	)		(115,988	)		-			(119,670	)
Shares issued for cash		-		-		849,313,000			84,931			614,658			-			699,589
Shares issued for conversions of notes and accrued interest including premiums reclassified		-		-		1,124,318,577			112,432			513,117			-			625,549
Relative fair value of warrants issued with debt		-		-		-			-			200,387			-			200,387
Deemed dividend to adjust temporary equity to redemption value		-		-		-			-			(570,632	)		-			(570,632	)
Preferred Stock Series B dividend		-		-		-			-			(13,440	)		-			(13,440	)
Net loss		-		-		-			-			-			(2,673,346	)		(2,673,346	)
Balance – September 30, 2022		250	$	-		4,407,320,832		$	440,733		$	18,610,920		$	(35,630,186	)	$	(16,578,533	)

BANTEC, INC. AND SUBSIDIARIES

~~See~~CONSOLIDATED STATEMENTS ~~accompanying~~OF ~~notes~~CASH ~~to consolidated financial statements.~~FLOWS

F-6

	Years ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,225,334	)	$	(2,673,346	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization of debt discounts		292,404			157,446
Accretion of premium on convertible notes		182,385			258,557
Bad debt expense		29,472			-
Depreciation and intangibles amortization		1,461			8,931
Share-based compensation expense		-			69,108
Share issued for conversion fees		18,705			9,884
Fee notes issued to service providers		156,000			196,000
Gains on debt extinguishment and settlements		(156,447	)		(370,075	)
Loss on derivative, change in fair market value		-			8,710
Gain on extinguishment of accounts payable		(531,231	)		-
Write-off of impaired intangible		-			35,719
Non-cash rent expense		(357	)		(336	)
Changes in Assets and Liabilities:
Accounts receivable		251,870			(291,565	)
Inventory		(85,140	)		(31,080	)
Prepaid expenses and other assets		4,663			24,219
Accounts payable and accrued expenses		1,555,271			961,654
Settlement payable		(133,114	)		(7,958	)
NET CASH USED IN OPERATING ACTIVITIES		(639,392	)		(1,644,132	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(1,542	)		-
NET CASH USED IN INVESTING ACTIVITIES		(1,542	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares		99,333			699,589
Proceeds from line of credit		35,000			-
Net proceeds from loans and notes payable		375,750			390,000
Repayments of loans and notes payable		(152,617	)		(232,763	)
Net proceeds from convertible notes payable		44,000			101,250
Repayments of convertible notes		-			(122,766	)
Net proceeds from notes payable, related party		230,132			125,000
Repayments on notes payable, related party		(138,607	)		(110,860	)
Repayments on note payable - seller		(3,000	)		-
Repayments of line of credit		-			(4,885	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		489,991			844,565

NET DECREASE IN CASH		(150,943	)		(799,567	)

CASH AT BEGINNING OF YEAR		186,386			985,953
CASH AT END OF YEAR	$	35,443		$	186,386

Supplemental Disclosure of Cash Flow Information

Cash paid for:
Interest	$	30,059		$	37,551
Income Tax	$	-		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Issuance of common stock for conversion of convertible notes and accrued interest	$	95,388		$	393,245
Issuance of common stock for conversion of Series B preferred stock and dividends	$	26,890		$	-
Reclassification of debt premium upon conversion of convertible debt	$	90,000		$	222,420
Debt discount	$	80,650		$	65,500
Right-of-use asset and lease liability pursuant to ASC 842	$	140,561		$	-
Value of Series C preferred stock in connection with an Exchange Agreement	$	336,000		$	-
Assignment of convertible note including accrued interest by related party	$	8,819,069		$	-
Deemed dividend to adjust temporary equity to redemption value	$	-		$	570,632
Issuance of convertible preferred stock charged to debt discounts	$	-		$	101,368
Dividends on convertible preferred stock	$	145,983		$	13,440
Warrants for common stock issued	$	-		$	200,387
Cancellation of common stock for potential legal settlement	$	-		$	(119,670	)
Issuance of convertible note for accounts payable	$	-		$	4,000
Issuance of convertible note for prepaid legal expense	$	15,000		$	-
Exchange of convertible notes into non-convertible notes	$	135,000		$	-

~~BANTEC,~~The accompanying ~~INC.~~consolidated ~~AND~~notes ~~SUBSIDIARIES~~are an integral part of these consolidated financial statements.

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~F-6

	For the Years Ended
	September 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(2,673,346	)	$	(1,882,071	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation and other expenses		69,108			250,709
Stock based fee, upon conversion of notes		9,884			6,830
Depreciation & amortization of intangibles		8,931			7,374
Write-off of impaired intangible		35,719			-
Amortization of debt discounts		157,446			183,992
Accretion of premium on convertible note		258,557			407,186
Net gain on settlement of accounts payable and accrued expenses		-			(31,479	)
Net (gain) loss on debt extinguishments		(370,075	)		(1,505,336	)
Non-cash rent expense		(336	)		848
Fee notes issued		196,000			62,500
Loss on change in fair market value of derivative		8,710			5,916
Loan fee expense		-			2,670
Changes in Operating Assets and Liabilities:
Accounts receivable		(291,565	)		221,003
Inventory		(31,080	)		(17,238	)
Prepaid expenses and other current assets		24,219			6,521
Accounts payable and accrued expenses and interest		961,654			703,927
Settlements payable		(7,958	)		-
Cash Used in Operating Activities		(1,644,132	)		(1,576,648	)
Cash Flows from Investing Activities:
Purchase of Patent (Intangible)		-			(44,650	)
Cash Used in Investing Activities		-			(44,650	)
Cash Flows from Financing Activities:
Proceeds from stock sales		699,589			3,083,930
Proceeds from convertible notes payable		101,250			487,500
Repayments of convertible notes payable		(122,766	)		(18,000	)
Proceeds from loans and notes payable		390,000			752,382
Repayments on loans and notes payable		(232,763	)		(880,624	)
Repayment of line of credit		(4,885	)		(36,724	)
Proceeds notes payable – related party		125,000			190,000
Repayment of notes payable – related party		(110,860	)		(190,000	)
Proceeds from short-term advances – related party		-			60,400
Repayments short-term advances related party		-			(60,400	)
Repayment of loans and line of credit – related parties		-			(945,227	)
Cash Provided by Financing Activities		844,565			2,443,237
Net Increase (Decrease) in Cash		(799,567	)		821,939
Cash – beginning of year		985,953			164,014
Cash – end of year	$	186,386		$	985,953
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest	$	37,551		$	501,690
Taxes	$	-		$	-
Supplemental Disclosures of Noncash financing and investing activities:
Original issue discounts notes	$	65,500		$	180,533
Issuance of common stock for note conversions	$	374,501		$	822,545
Issuance of common stock for accrued interest of note	$	18,744		$	60,298
Reclassification of debt premium upon note conversions	$	222,420		$	629,984
Issuance of common stock for accrued salary	$	-		$	57,000
Deemed dividend to adjust temporary equity to redemption value	$	570,632		$	-
Issuance of convertible preferred stock charged to debt discounts	$	101,368		$	-
Dividend on convertible preferred stock	$	13,440		$	-
Warrants for common stock issued	$	200,387		$	-
Issuance/(cancellation) of common stock for potential legal settlement	$	(119,670	)	$	119,670
Issuance of convertible note for accounts payable	$	4,000		$	-

BANTEC, INC. AND SUBSIDIARIES

~~See~~NOTES TO ~~accompanying~~CONSOLIDATED ~~notes~~FINANCIAL ~~to consolidated financial statements~~STATEMENTS

~~F-7~~September 30, 2023 and 2022

~~BANTEC,~~NOTE 1 ~~INC.~~- ~~AND~~NATURE ~~SUBSIDIARIES~~OF OPERATIONS

~~NOTES~~Bantec, Inc. TOis ~~CONSOLIDATED~~a ~~FINANCIAL~~company ~~STATEMENTS~~providing products and services (“Bantec” or the “Company”), targeting the U.S. Government, state governments, municipalities, hospitals, universities, manufacturers and other building owners. Bantec provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co. (“Howco”) to the U.S. Department of Defense and Defense Logistics Agency. The Company established Bantec Sanitizing, LLC in fiscal 2021, which offers sanitizing products and equipment through its online store – bantec.store. The Company has operations based in Sparta, New Jersey and Vancouver, Washington. Howco operates in Vancouver, Washington and all other operations are in Sparta, New Jersey. The Company continues to seek strategic acquisitions and partnerships that would offer it an opportunity to grow sales and profit.

~~SEPTEMBER~~On July 3011, ~~2022~~2023, ~~AND~~the ~~2021~~Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-one thousand (1:1,000) Reverse Stock Split (the “Reverse Stock Split”). Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.

NOTE 2 - 1SUMMARY –OF ~~NATURE~~SIGNIFICANT OFACCOUNTING ~~OPERATIONS~~POLICIES AND GOING CONCERN

~~Bantec, Inc. is a product and service company~~Basis ~~targeting~~of ~~the~~Presentation ~~U.S. Government, state governments, municipalities, hospitals, universities, manufacturers~~ and ~~other~~Principles building owners. Bantec also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., (“Howco”) (collectively, the “Company”) to the United States Department of Defense and Defense Logistics Agency. The Company established Bantec Sanitizing in fiscal 2021, which offers sanitizing products and equipment through its new store bantec.store. Bantec Sanitizing is currently offering Bantec Sanitizing franchises for sale. The Company has operations based in Little Falls, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships that offer us an opportunity to grow sales and profit.Consolidation

~~NOTE~~The 2Company –prepares ~~SUMMARY~~its OFconsolidated ~~SIGNIFICANT~~financial statements in accordance ~~ACCOUNTING~~with ~~POLICIES~~U.S. ~~AND~~generally ~~GOING~~accepted ~~CONCERN~~accounting principles (“GAAP”). The accompanying consolidated financial statements include the accounts of Bantec Inc. and its wholly-owned subsidiaries, Drone USA, LLC, Bantec Construction, LLC, Bantec Sanitizing, LLC, Bantec Logistics LLC, Bantec Environmental Corp, and Howco. Bantec Construction, LLC, Bantec Logistics LLC, Bantec Environmental Corp and Bantec Sanitizing, LLC are in start-up stages with minor revenues and cash expenditures. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Basis of Presentation and Principles of Consolidation~~Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company ~~prepares~~will ~~its~~continue ~~consolidated~~as ~~financial~~a going concern, which contemplates ~~statements~~the inrecoverability ~~accordance~~of ~~with~~assets ~~U.S.~~and ~~generally~~the ~~accepted~~satisfaction ~~accounting~~of ~~principles~~liabilities ~~(“GAAP”)~~in the normal course of business. ~~The~~For ~~accompanying~~the ~~consolidated~~year ~~financial statements~~ended ~~include~~September 30, 2023, the ~~accounts~~Company has incurred a net loss of ~~Bantec~~$2,225,334 ~~Inc~~and used cash in operations of $639,392. ~~and~~The ~~its~~working ~~wholly-owned~~capital ~~subsidiaries~~deficit, ~~Drone~~stockholders’ deficit ~~USA~~and accumulated deficit was $7,985,156, ~~LLC~~$17,256,434, ~~Bantec~~and ~~Construction~~$37,855,520, ~~LLC~~respectively, ~~Bantec~~at ~~Sanitizing~~September 30, ~~LLC~~ 2023. On September 6, ~~Bantec~~2019, the ~~Logistics~~Company ~~LLC~~received a default notice on its payment obligations under the senior secured credit facility agreement which was previously in default (see Note 10). The Company also defaulted on its Note Payable – Seller in September 2017 and ~~Howco~~has since defaulted on other promissory notes. ~~Bantec~~As ~~Construction~~of September 30, ~~LLC~~2023, ~~Bantec~~the ~~Logistics~~Company ~~LLC~~has received demands for payment of past due amounts from several consultants and ~~Bantec~~service ~~Sanitizing,~~providers. ~~LLC~~It ~~are~~is inthe ~~start-up~~management’s ~~stages~~opinion that these matters raise substantial doubt about the Company’s ability ~~with~~to ~~minor~~continue ~~revenues~~as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon the management’s ability to further implement its business plan and ~~cash~~raise ~~expenditures~~additional capital as needed from the sales of stock or debt. ~~All~~The ~~significant~~Company ~~intercompany~~has ~~accounts~~continued to implement cost-cutting measures and ~~transactions~~restructuring ~~have~~or ~~been~~setting up ~~eliminated~~payment inplans ~~consolidation~~with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company Onbe ~~October~~unable 28to continue as a going concern. However, ~~2021~~additional funding may not be available to the Company on acceptable terms, or at all. Any failure to raise capital as and when needed could have a negative impact on the ~~Wyoming~~Company’s ~~Secretary~~ability ofto ~~State~~pursue ~~approved~~its business plans and strategies, and the ~~application~~Company would likely be forced to ~~create~~delay, ~~Bantec~~reduce, ~~Logistics~~or terminate some or all of its activities, ~~LLC~~all of which could ~~includes~~have a ~~new~~material ~~line of~~adverse ~~business~~effect ~~focused~~ on ~~drone~~the ~~package~~Company’s ~~delivery~~business, ~~logistics~~results ~~and~~of ~~other~~operations ~~delivery~~and ~~methods~~financial condition.

~~Going~~Use of ~~Concern~~Estimates

The preparation ~~accompanying~~of consolidated financial statements ~~have~~ ~~been~~in ~~prepared~~conformity ~~assuming~~with ~~the~~GAAP ~~Company~~requires ~~will~~management ~~continue~~to asmake aestimates ~~going~~and ~~concern,~~assumptions ~~which~~that ~~contemplates~~ affect the ~~recoverability~~reported amounts of assets and ~~the satisfaction of~~ liabilities inand ~~the~~disclosures ~~normal course~~ of ~~business.~~contingent ~~For~~liabilities at the ~~year~~date ~~ended~~of ~~September 30, 2022,~~ the ~~Company~~consolidated ~~has~~financial ~~incurred a net loss of $2,673,346~~statements and ~~used~~the ~~cash~~reported inamounts ~~operations~~ of ~~$1,644,132.~~revenues ~~The working capital deficit, stockholders’ deficit~~ and ~~accumulated~~expenses ~~deficit~~during ~~was~~the ~~$15,800,583, $16,578,533~~reporting ~~and $35,630,186, respectively, at September 30, 2022~~period. OnActual ~~September~~results 6,could ~~2019~~differ ~~the~~from ~~Company~~those ~~received~~estimates. ~~a default notice on its payment~~Significant ~~obligations~~estimates ~~under~~include the ~~senior~~allowance ~~secured~~for ~~credit~~bad ~~facility~~debt ~~agreement~~on ~~(see~~accounts ~~Note 10)~~receivable, ~~defaulted~~reserves on ~~its Note Payable – Seller in September 2017 and has since defaulted on other promissory notes. As of September 30~~inventory, ~~2022~~valuation ~~the Company has received demands for payment~~ of ~~past due~~intangible ~~amounts~~assets ~~from several consultants and service providers. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern~~ for ~~a period of twelve months from the issuance date of this report.~~impairment ~~The~~analysis, ~~ability~~valuation of the ~~Company~~lease toliability ~~continue as a going concern is dependent upon management’s ability to further implement its business plan~~ and ~~raise~~related ~~additional~~right-of-use ~~capital~~asset, asvaluation ~~needed from the sales~~ of stock-based orcompensation, ~~debt.~~valuation ~~The~~of ~~Company has continued to implement cost-cutting measures~~redeemable ~~and~~preferred ~~restructuring~~stock, orvaluation ~~setting~~of upderivative ~~payment~~liabilities, ~~plans with vendors~~ and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the ~~Company~~valuation beallowance ~~unable~~on todeferred ~~continue~~tax ~~as a going concern~~assets.

~~Use of Estimates~~F-7

~~The preparation of consolidated financial statements~~BANTEC, in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periodINC. ~~Actual~~AND results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of intangible assets for impairment analysis, valuation of the lease liability and related right-of-use asset, valuation of stock-based compensation, the valuation of derivative liabilities, valuation of redeemable preferred stock and the valuation allowance on deferred tax assets.SUBSIDIARIES

~~Fair~~NOTES TO ~~Value~~CONSOLIDATED ~~Measurements~~FINANCIAL STATEMENTS

~~The Company follows the FASB Fair Value Measurements~~September ~~standard~~30, as2023 ~~they apply to its financial instruments. This standard defines fair value, outlines a framework for measuring fair value,~~ and ~~details the required disclosures about fair value measurements.~~ 2022

~~F-8~~Fair Value Measurements

~~BANTEC~~The Company follows the FASB Fair Value Measurements standard, ~~INC~~as it applies to its financial instruments on a recurring basis. ~~AND~~This standard ~~SUBSIDIARIES~~defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements.

~~NOTES~~Fair value TOis ~~CONSOLIDATED~~defined ~~FINANCIAL~~as ~~STATEMENTS~~the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature.

~~SEPTEMBER~~The estimated 30fair value of certain financial instruments, ~~2022~~including ~~AND~~cash ~~2021~~and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

~~Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.~~ The ~~standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three~~ ~~levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the~~ Company’s ~~has~~non-financial ~~the ability to access at the measurement date. Level 2 inputs are market data~~assets, ~~other~~such ~~than~~as ~~Level 1,~~ROU ~~that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar~~ assets ~~or liabilities~~, ~~quoted market~~and ~~prices~~property inand ~~an inactive market~~equipment, ~~and other observable information that can be corroborated by market data. Level 3 inputs~~ are ~~unobservable and~~adjusted ~~corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input~~ to ~~determine~~ fair value ~~and~~only ~~carrying~~when ~~amounts~~an ofimpairment is ~~current~~recognized. ~~liabilities~~Such ~~approximate~~ fair value ~~due~~measurements toare ~~their~~based ~~short-term~~predominantly ~~nature.~~on ~~The~~Level ~~Company accounts for certain instruments at fair value using level~~ 3 ~~valuation~~inputs.

	At September 30, 2022						At September 30, 2021
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative Liability		-		-	$	-		-		-	$	125,693

A roll-forward of the level 3 valuation financial instruments is as follows:

	Derivative Liabilities
Balance at September 30, 2021	$	125,693
Change in fair market value of warrant		8,710
Surrender of warrants		(134,403	)
Balance at September 30, 2022	$	-

	Derivative Liabilities
Balance at September 30, 2020	$	128,628
Gain on debt extinguishment upon conversion of related note payable		(8,851	)
Derivative expense		5,916
Balance at September 30, 2021	$	125,693
Change in fair market value of warrant		8,710
Surrender of warrants		(134,403	)
Balance at September 30, 2022	$	-

Cash and Cash Equivalents

~~The warrants were issued to a convertible note~~Cash ~~holder~~equivalents inconsist ~~November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision~~ of ~~the~~liquid ~~warrants~~investments took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with ~~fair~~maturities ~~market~~of ~~value~~three ~~changes~~months ~~recognized~~or inless ~~operations~~at ~~for each reporting date. The derivative liability associated with~~ the ~~warrants~~time ~~has been extinguished on July 1, 2022 by the terms~~ of ~~the~~purchase. ~~agreement~~There ~~made~~are byno ~~the~~cash ~~holder~~equivalents at ~~with~~ the ~~SEC~~balance ~~and~~sheet ~~the fair value was recorded as a gain on extinguishment during fiscal 2022~~dates.

~~Cash and Cash Equivalents~~Accounts Receivable

~~Cash~~Trade receivables ~~equivalents~~are ~~consist~~recorded at net realizable value consisting of ~~liquid~~the ~~investments~~carrying amount less the allowance for credit losses, as ~~with~~needed. ~~maturities~~Factors used to establish an allowance include the credit quality of ~~three~~the ~~months~~customer orand ~~less~~whether atthe balance is significant. The Company may also use the ~~time~~direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. The Company maintains an allowance for credit losses primarily for estimated losses resulting from the inability or failure of ~~purchase~~individual customers to make required payments. ~~There~~The Company maintains an allowance under Accounting Standards Codification (“ASC”) 326 based on historical losses, changes in payment history, customer-specific information, current economic conditions, and reasonable and supportable forecasts of future economic conditions. The allowance under ASC 326 is updated as additional losses are noincurred ~~cash~~or ~~equivalents~~information atbecomes available related to the ~~balance~~customer ~~sheet~~or ~~dates~~economic conditions. As of September 30, 2023 and 2022, the allowance for credit losses was $29,472 and $0, respectively.

~~Accounts Receivable~~Inventory

~~Trade receivables are recorded at net realizable~~Inventory ~~value~~consists ~~consisting~~ of ~~the~~finished ~~carrying~~goods, ~~amount~~which ~~less~~are ~~the~~purchased ~~allowance~~directly ~~for~~from ~~doubtful~~manufacturers. ~~accounts,~~The asCompany ~~needed.~~utilizes ~~Factors~~a ~~used~~just-in-time totype ~~establish~~of aninventory ~~allowance include~~system ~~the~~where ~~credit~~products ~~quality~~are ofordered from the ~~customer~~vendor ~~and~~only ~~whether~~when the ~~balance~~Company ishas ~~significant.~~received ~~The~~sales ~~Company~~order ~~may~~from ~~also~~its ~~use~~customers. ~~the~~Inventory ~~direct~~is ~~write-off~~stated ~~method to account~~at ~~for~~the ~~uncollectible~~lower ~~accounts~~of ~~that~~cost ~~are~~and ~~not~~net ~~received.~~realizable ~~Using~~value ~~the~~on ~~direct~~a ~~write~~first-~~off method~~in, ~~trade~~first-out ~~receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible~~basis.

~~Inventory~~Property & Equipment

~~Inventory~~Property and ~~consists~~equipment ofare ~~finished~~stated ~~goods,~~at ~~which~~cost ~~are purchased~~and ~~directly~~depreciated ~~from~~over ~~manufacturers~~their estimated useful lives. ~~The~~Maintenance ~~Company~~and ~~utilizes~~repairs aare ~~just~~charged into ~~time~~expense ~~type~~as incurred. When assets are retired or disposed of, ~~inventory~~the ~~system~~cost ~~where~~and ~~products~~accumulated depreciation are ~~ordered~~removed from the accounts, and any resulting ~~vendor~~gains ~~only~~or ~~when~~losses ~~the~~are ~~Company~~included ~~has~~in ~~received~~income ~~sales~~in ~~order~~the ~~from~~year ~~its~~of ~~customers~~disposition. ~~Inventory~~The isCompany ~~stated~~examines at the ~~lower~~possibility of ~~cost~~decreases ~~and~~in ~~net~~the ~~realizable~~value of these assets when events or changes in circumstances reflect the fact that their recorded value onmay not be recoverable. The Company depreciates these demonstration units over a ~~first-~~period of 3 years. Depreciation expense was $1,461 and $0 in year ended September 30, ~~first-out~~2023 ~~basis~~and 2022, respectively.

~~Property & Equipment~~F-8

~~Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of~~BANTEC, ~~the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income~~ ~~in the year of disposition~~INC. ~~The~~AND Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The assets are fully operational drones used as demonstration units and each unit exceeds management’s threshold for capitalization of $2,000. The Company depreciates these demonstration units over a period of 3 years. Depreciation expense was $0 and $7,374 in year ended September 30, 2022 and 2021, respectively. No depreciation was recognized during the year ended September 30, 2022, as the related equipment was depreciated to salvageable value as of September 30, 2021. Management believes that the salvageable value of $1,461 is an adequate representation of the value of the demonstration drones at September 30, 2022.SUBSIDIARIES

~~F-9~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~BANTEC~~September 30, ~~INC.~~2023 ~~AND~~and ~~SUBSIDIARIES~~2022

~~NOTES~~Goodwill and TOIntangible ~~CONSOLIDATED FINANCIAL STATEMENTS~~Assets

~~SEPTEMBER~~The Company acquired a patent for a new product during the year ended September 30, ~~2022~~2021. ~~AND~~The ~~2021~~Company capitalized acquisition and related legal fees related to the patent totaling $44,650. The capitalized amount will be amortized over five years. Impairment will be tested annually or as indicators of impairment are available. (see Note 5)

~~Goodwill and Intangible~~ Long-Lived Assets

~~The~~Long-lived assets ~~Company~~are ~~acquired~~reviewed afor ~~patent~~impairment ~~for~~whenever aevents ~~new product~~or ~~during~~changes in circumstances indicate that the ~~year~~carrying ~~ended~~value ~~September~~may ~~30,~~not ~~2021~~be recoverable. Impairment ~~The~~is ~~Company~~determined ~~capitalized~~by ~~acquisition~~comparing ~~and~~the ~~related~~carrying ~~legal~~value ~~fees~~of ~~related~~the long-lived assets to the ~~patent~~estimated undiscounted future cash flows expected ~~totaling~~to ~~$44,650.~~result ~~The~~from ~~capitalized~~use ~~amount~~of ~~will~~the beassets ~~amortized~~and ~~over~~their ~~five~~ultimate ~~years~~disposition. ~~Impairment~~In ~~will~~instances bewhere ~~tested~~impairment ~~annually~~is ordetermined asto ~~indicators~~exist, ofthe Company writes ~~impairment~~down ~~are~~the ~~available.~~asset ~~(see~~to ~~Note~~its 5)fair value based on the present value of estimated future cash flows.

~~Long-Lived~~Deferred Financing ~~Assets~~Costs

~~Long-lived assets are reviewed for impairment~~All ~~whenever~~unamortized ~~events~~deferred orfinancing ~~changes~~costs inrelated ~~circumstances~~to ~~indicate that~~ the ~~carrying~~Company’s ~~value~~borrowings ~~may~~are ~~not~~presented bein ~~recoverable.~~the ~~Impairment~~consolidated isbalance ~~determined~~sheets byas ~~comparing~~a ~~the~~direct ~~carrying~~deduction ~~value of the long-lived assets to the estimated undiscounted future cash flows expected to result~~ from ~~use of~~ the ~~assets and~~related ~~their ultimate disposition~~debt. InAmortization ~~instances~~of ~~where~~these ~~impairment~~costs is ~~determined~~reported toas ~~exist,~~interest ~~the~~and ~~Company~~financing ~~writes~~costs ~~down~~included in the ~~asset to its fair value~~consolidated ~~based~~statement ~~on the present value~~ of ~~estimated future cash flows~~operations.

~~Deferred Financing Costs~~Revenue Recognition

~~All~~The Company ~~unamortized~~follows ~~deferred~~ASC ~~financing~~606, ~~costs~~Revenue ~~related to~~From ~~the~~Contracts ~~Company’s~~With ~~borrowings~~Customers, ~~are~~which ~~presented~~has ina ~~the~~five-step ~~consolidated~~process: ~~balance~~a) ~~sheets~~Determine aswhether a ~~direct~~contract ~~deduction~~exists; b) ~~from~~Identify the ~~related~~performance ~~debt.~~obligations; ~~Amortization of~~c) ~~these~~Determine ~~costs~~the istransaction ~~reported~~price; asd) ~~interest~~Allocate the transaction price; and ~~financing~~e) ~~costs~~Recognize ~~included~~revenue when in(or ~~the~~as) ~~consolidated~~performance ~~statement~~obligations ofare ~~operations~~satisfied.

~~Revenue~~The Company ~~Recognition~~sells a variety of products to government entities. The purchase order received specifies each item and its manufacturer; the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligations exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation.

The Company ~~follows~~through ~~Accounting~~its ~~Standards~~subsidiary ~~Codification (“ASC”)~~Howco ~~606,~~enters ~~Revenue~~into ~~From~~contracts ~~Contracts~~to ~~With~~package ~~Customers,~~products ~~which~~for ~~has~~ a ~~five~~third-~~step~~party ~~process:~~company a)servicing ~~Determine~~the ~~whether~~same agovernment customer ~~contract~~base. ~~exists; b)~~The ~~Identify~~contracts are based on the ~~performance~~job ~~obligations;~~lot c)as ~~Determine~~shipped ~~the~~to ~~transaction~~Howco ~~price;~~for d)packaging. ~~Allocate~~The ~~the~~customer ~~transaction~~is ~~price;~~billed ~~and~~upon e)completion ~~Recognize~~of ~~revenue~~each ~~when~~job ~~(or~~lot ~~as)~~at ~~performance~~which ~~obligations~~time ~~are~~revenue ~~satisfied~~is recognized.

The Company sells adrones ~~variety~~and ofrelated products manufactured by third parties to various parties, primarily local government entities. ~~The~~Contracts for ~~purchase~~drone ~~order~~related ~~received~~products ~~specifies~~and ~~each~~services ~~item~~sales ~~and~~will ~~its~~be ~~manufacturer;~~evaluated using the ~~Company~~five-step ~~only~~process ~~needs~~outline toabove. ~~fulfill~~There ~~the~~have ~~performance~~been ~~obligation~~no material bysales ~~shipping~~for ~~the~~drone ~~specified~~products ~~items.~~or No other ~~performance~~services ~~obligations~~for ~~exist~~which ~~under~~full ~~the~~compliance ~~terms~~with ofperformance ~~the~~obligations ~~contracts.~~has ~~The~~not ~~Company~~been ~~recognizes~~met. ~~revenue~~Upon significant sales for drone products, the ~~agreed~~Company ~~upon~~will disaggregate sales ~~price~~by ~~when~~these lines of business and within the ~~product~~lines isof ~~shipped~~business to the ~~customer,~~extent that ~~which~~the ~~satisfies~~product ~~the~~or ~~performance~~service ~~obligation~~has different revenue recognition characteristics.

~~During the years ended September 30, 2022 and~~The ~~2021, the~~ Company ~~through~~began ~~its~~sales ~~subsidiary~~of ~~Howco~~sanitizing ~~entered into contracts to package~~ products ~~for~~and aservices ~~third-party~~during ~~company~~the ~~servicing~~year ~~the~~ended ~~same government~~September ~~customer~~30, ~~base~~2022. ~~The~~Revenue ~~contracts were on job lot basis as shipped to Howco~~ for ~~packaging.~~this ~~The~~line ~~customer~~of ~~was~~business ~~billed~~is recognized upon ~~completion each~~shipment ~~job~~and ~~lot~~delivery atof ~~which~~training ~~time~~services ~~revenue~~(as ~~was recognized~~applicable).

The Company sells drones and related products manufactured by third parties to various parties, primarily local government entities. The Company also offers technical services related to drone utilization and performs other services. Contracts for drone related products and services sales will be evaluated using the fiveStock-~~step process outline above. There have been no material sales for drone products or other services for which full compliance with~~based performance obligations has not been met. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics.compensation

~~The~~Stock-based compensation ~~Company~~is ~~began~~accounted ~~sales~~for based on the requirements of ~~sanitizing~~ASC ~~products~~718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services ~~during~~received in exchange for an award of equity instruments over the ~~year~~period ~~ended~~the ~~September~~employee 30or director is required to perform the services in exchange for the award (presumptively, the ~~2022~~vesting period). ~~Revenue~~The ASC also requires measurement of the cost of employee and director services received in exchange for ~~this~~an ~~line~~award based on the grant-date fair value of ~~business~~the isaward. ~~recognized~~The ~~upon~~Company ~~shipment~~utilizes the Black-Scholes option pricing model and ~~delivery~~uses the simplified method to determine expected term because of ~~training~~lack of sufficient exercise history. Additionally, effective October 1, 2016, the Company ~~services~~adopted the Accounting Standards Update No. 2016-09 (as“ASU ~~applicable~~2016-09”), Improvements to Employee Share-Based Payment Accounting. Among other changes, ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. The Company has elected to recognize forfeitures as they occur and the cumulative impact of this change did not have any effect on the Company’s consolidated financial statements and related disclosures.

~~Stock~~F-~~based compensation~~9

~~Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”~~BANTEC, ~~which requires recognition in the~~ financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period)INC. ~~The~~AND ~~ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company utilizes the Bla~~

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