What changed in this filing

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Item 1A. Risk Factors

2021-09-27 compared with 2021-05-12 · 326 added, 487 removed, 4 unchanged (100% of the section changed)

1A - RISK FACTORS

investment in our securities is subject to numerous risks, including the Risk Factors described below.

Our business, operating results

or financial condition could be materially adversely affected by any of the following risks.

The risks described below are not the only

ones we face.

Additional risks we are not presently aware of or that we currently believe are immaterial may also materially affect our

In such case, we may not be able to proceed with our planned operations and your investment may be lost entirely.

price of our common stock could decline due to any of these risks.

In assessing these risks, you should also refer to the other information

contained or incorporated by reference in this Form 10-K, including our consolidated financial statements.

An investment in our securities

should only be acquired by persons who can afford to lose their entire investment without adversely affecting their standard of living

or financial security.

have a limited operating history and may not be able to achieve financial or operational success.

were founded in March 2007, initiated our first operating business in October 2009, exited from our first operating business in March

2013, and acquired another operating business in January 2014, which we modified, sold certain operating assets and retained others,

and started up our latest business in April 2019.

We have a limited operating history with respect to this or any newly acquired business.

As a result, we may not be able to achieve sustained financial or operational success, given the risks, uncertainties, expenses, delays

and difficulties associated with an early-stage business in an evolving market.

growth strategy includes acquisitions that entail significant execution, integration and operational risks.

are pursuing a growth strategy based in part on acquisitions, with the objective of creating a combined company that we believe can achieve

increased cost savings and operating efficiencies through economies of scale especially in the integration of administrative services.

We will seek to make additional acquisitions in the future to increase our revenue.

growth strategy involves significant risks.

ITEM 1A - RISK FACTORS

An investment in our securities is subject to

numerous risks, including the Risk Factors described below.

Our business, operating results or financial condition could be materially

adversely affected by any of the following risks.

The risks described below are not the only ones we face.

Additional risks we are not

presently aware of or that we currently believe are immaterial may also materially affect our business.

In such case, we may not be able

to proceed with our planned operations and your investment may be lost entirely.

The trading price of our common stock could decline due

to any of these risks.

In assessing these risks, you should also refer to the other information contained or incorporated by reference

in this Form 10-K, including our consolidated financial statements.

An investment in our securities should only be acquired by persons

who can afford to lose their entire investment without adversely affecting their standard of living or financial security.

We have a limited operating history and may not be able to achieve

financial or operational success.

We were founded in March 2007, initiated our first

operating business in October 2009, exited from our first operating business in March 2013, and acquired another operating business in

January 2014, which we modified, sold certain operating assets and retained others.

Our current focus in the renewable energy sector will

rely heavily on our management teams market knowledge.

We management does have operating history with respect to this new corporate direction

we have to identify, acquire and operate a new line of business.

As a result, we may not be able to achieve sustained financial or operational

success, given the risks, uncertainties, expenses, delays and difficulties associated with an early-stage business in an evolving market.

Our growth strategy includes acquisitions that entail significant

execution, integration and operational risks.

We are pursuing a growth strategy based in part

on acquisitions, with the objective of creating a combined company that we believe can achieve increased cost savings and operating efficiencies

through economies of scale especially in the integration of administrative services.

We will seek to make additional acquisitions in the

future to increase our revenue.

This growth strategy involves significant risks.

There is significant competition for acquisition targets in our markets.

Consequently, we

may not be able to identify suitable acquisitions or may have difficulty finding attractive businesses for acquisition at reasonable

If we are unable to identify future acquisition opportunities, reach agreement with such third parties or obtain the financing

necessary to make such acquisitions, we could lose market share to competitors who are able to make such acquisitions.

This loss of market

share could negatively impact our business, revenues and future growth.

acquisition we make exposes us to risks.

acquisition we make carries risks which could result in an adverse effect on our financial condition.

These risks include:

of our attention from normal daily operations of our vending business to acquiring and assimilating new businesses;

use of substantial portions of any cash we have available;

to understand the needs and behaviors of users for a newly acquired business or other product;

or overlap between existing products and services, on the one hand, and acquired products and services, on the other hand;

assimilating operations, technologies, products and policies of acquired businesses;

liabilities, including unknown and contingent liabilities, of acquired businesses.

we are unable to develop and market new product offerings or fail to predict or respond to emerging trends, our revenue and any profitability

future success will depend in part on our ability to modify or enhance our product offerings marketed through our vending kiosks to meet

user’s demands.

If we are unable to predict preferences or industry changes, or if we are unable to modify our product offerings

in a timely manner, we may lose revenue.

New products may be dependent upon our ability to enter into new relationship with suppliers,

which we may not be able to obtain in a timely manner, upon terms acceptable to us, or at all.

We spend significant resources developing

and enhancing our product offerings.

However, new or enhanced

product offerings may not be accepted by customers.

If we are unable to successfully source and market new product offerings in a timely

and cost-effective manner, our revenue and any profitability will suffer.

we fail to develop and diversify product offerings, we could lose market share.

market for selling products through vending kiosks has a low barrier to entry which creates a high level of competition.

To remain competitive,

we must continue to find, market, and sell new products through our vending kiosks.

The time, expense and effort associated with such

development may be greater than anticipated, and any products actually introduced by us may not achieve consumer acceptance.

our efforts to meet changing customer needs may require the development or licensing of products at great expense.

If we are unable to

develop and bring to market additional products, we could lose market share to competitors, which could negatively impact our business,

revenues and future growth.

increased security risks of online advertising and e-commerce may cause us to incur significant expenses and may negatively impact our

credibility and business.

significant prerequisite of online commerce, advertising, and communications is the secure transmission of confidential information over

public networks.

Concerns over the security of transactions conducted on the Internet, consumer identity theft and user privacy have

been significant barriers to growth in consumer use of the Internet, online advertising, and e-commerce.

A significant portion of our

sales is billed directly to our customers’

credit card accounts.

We rely on encryption and authentication technology licensed from

third parties to effect secure transmission of confidential information.

Encryption technology scrambles information being transmitted

through a channel of communication to help ensure that the channel is secure even when the underlying system and network infrastructure

may not be secure.

Authentication technologies, the simplest example of which is a password, help to ensure that an individual user is

who he or she claims to be by “authenticating”

or validating the individual’s identity and controlling that individual’s

access to resources.

Despite our implementation of security measures, however, our computer systems may be potentially susceptible to

electronic or physical computer break-ins, viruses and other disruptive harms and security breaches.

Advances in computer capabilities,

new discoveries in the field of cryptography or other developments may specifically compromise our security measures.

Any perceived or

actual unauthorized disclosure of personally identifiable information regarding website visitors, whether through breach of our network

by an unauthorized party, employee theft or misuse, or otherwise, could harm our reputation and brands, substantially impair our ability

to attract and retain our customers, or subject us to claims or litigation arising from damages suffered by consumers, and thereby harm

our business and operating results.

If consumers experience identity theft after using any of our services, we may be exposed to liability,

adverse publicity and damage to our reputation.

To the extent that identity theft gives rise to reluctance to use our websites or a decline

in consumer confidence in financial transactions over the Internet, our businesses could be adversely affected.

Alleged or actual breaches

of the network of one of our business partners or competitors whom consumers associate with us could also harm our reputation and brands.

In addition, we could incur significant costs in complying with the multitude of state, federal and foreign laws regarding the unauthorized

disclosure of personal information.

For example, California law requires companies that maintain data on California residents to inform

individuals of any security breaches that result in their personal information being stolen.

Because our success depends on the acceptance

of online services and e-commerce, we may incur significant costs to protect against the threat of security breaches or to alleviate

problems caused by such breaches.

Internet fraud has been increasing over the past few years, and fraudulent online transactions, should

they continue to increase in prevalence, could also adversely affect the customer experience and therefore our business, operating results

and financial condition.

depend on key management, product management, technical and marketing personnel for continued success.

success and future growth depend, to a significant degree, on the skills and continued services of our management team, including Andrew

Boutsikakis, our President and Chief Executive Officer.

Our ongoing success also depends on our ability to identify, hire and retain

skilled and qualified technical and marketing personnel in a highly competitive employment market.

As we develop and acquire new products

and services, we will need to hire additional employees.

Our inability to attract and retain well-qualified managerial, technical and

sales and marketing personnel may have a negative effect on our business, operating results and financial condition.

may be required to seek additional funding, and such funding may not be available on acceptable terms or at all.

may seek additional funding, however due to a number of factors beyond our expectations or control, including a shortfall in revenue,

increased expenses, a need for working capital for growth, increased investment in capital equipment or the acquisition of businesses,

services or technologies.

The required funding may not be available on acceptable terms, or at all.

If we are unable to obtain sufficient

funding, our business would be harmed.

Even if we were able to find outside funding sources, we might be required to issue securities

in a transaction that could be highly dilutive to our investors or we may be required to issue securities with greater rights than the

securities we have outstanding today.

We may also be required to take other actions that could lessen the value of our common stock,

including borrowing money on terms that are not favorable to us.

If we are unable to generate or raise capital that is sufficient to

fund our operations, we may be required to curtail operations, reduce our services, defer or cancel expansion or acquisition plans or

cease operations in certain jurisdictions or completely.

termination, non-renewal or renegotiation on materially adverse terms of our contracts or relationships with one or more of our significant

host locations, product suppliers and partners could seriously harm our business, financial condition and results of operations.

success of our business depends in large part on our ability to maintain contractual relationships with our host locations in profitable

Our typical host location agreement ranges from one to three years and automatically renews until we or the host retailer

gives notice of termination.

Certain contract provisions with our host locations vary, including product and service offerings, the commission

fees we are committed to pay each host location, and the ability to cancel the contract upon notice after a certain period of time.

strive to provide direct and indirect benefits to our host locations that are superior to, or competitive with, other providers or systems

or alternative uses of the floor space that our kiosks occupy.

If we are unable to provide our host retailers with adequate benefits,

we may be unable to maintain or renew our contractual relationships on acceptable terms, causing our business, financial condition and

results of operations to suffer.

depend upon third-party manufacturers, suppliers and service providers for our kiosks.

depend on outside parties to manufacture our kiosks.

We intend to continue to expand our installed base of kiosks.

Such expansion may

be limited by the manufacturing capacity of our third-party manufacturers and suppliers.

Third-party manufacturers may not be able to

meet our manufacturing needs in a satisfactory and timely manner.

If there is an unanticipated increase in demand for our kiosks or our

manufacturing needs are not met in a timely and satisfactory manner, we may be unable to meet demand due to manufacturing limitations

which could seriously harm our business, financial condition and results of operations.

addition, we rely on third-party service providers for substantial support and service efforts that we currently do not provide directly.

Any failure by us to maintain our existing support and service relationships or to establish new relationships on a timely basis or on

acceptable terms could harm our business, financial condition and results of operations.

in our supply chain and other factors affecting the distribution of our products could adversely impact our business.

disruption within our supply chain network could adversely affect our ability to deliver inventory in a timely manner, which could impair

our ability to meet customer demand for products and result in lost sales, increased costs or damage to our reputation.

Such disruptions

may result from damage or destruction to our warehouse facility;

weather-related events;

natural disasters;

third-party strikes, lock-outs,

work stoppages or slowdowns;

supply or shipping interruptions or costs;

or other factors beyond our control.

Any such disruption could

negatively impact our financial performance or financial condition.

We procured all our merchandise of inventory of finished goods ice

cream from one vendor during the years ended December 31, 2019 and 2018.

we cannot execute on our strategy and offer new automated retail products and services.

strategy is based upon leveraging our core competencies in the automated retail space and relationships with certain potential distribution

points to provide the consumer with convenience and value and to help retailers drive incremental traffic and revenue.

To be competitive,

we need to develop, or otherwise provide, new product and service offerings that are accepted by the market and establish third-party

relationships necessary to develop and commercialize such product and service offerings.

We are exploring new businesses to enter, and

new products and services to offer, however, the complexities and structures of these new businesses could create conflicting priorities,

constrain limited resources, and negatively impact our core businesses.

We may use our financial resources and managements’

and focus to invest in other companies offering automated retail services, or we may seek to grow businesses organically, or we may seek

to offer new products on our current kiosks.

We may enter into joint ventures through which we may expand our product offerings.

significant relationships with certain professional sports organizations which is an important part of our growth strategy.

Our dependence

on these relationships is critical to our future business success.

Should we have problems or lose these relationships we would be at

Any new business opportunity also may have its own unique risks related to operations, finances, intellectual property, technology,

legal and regulatory issues, corporate governance or other challenges, for which we may have limited or no prior experience.

if we fail to timely establish or maintain relationships with significant retailers and suppliers, we may not be able to provide our

consumers with desirable new products and services.

Further, in order to develop and commercialize certain new products and services,

we will need to create new kiosks or enhance the capabilities of our current kiosks, as well as adapt our related networks and systems

through appropriate technological solutions and establish market acceptance of such products or services.

We cannot assure you that new

products or services that we provide will be successful or profitable.

to adequately comply with information security policies or to safeguard against breaches of such policies could adversely affect our

operations and could damage our business, reputation, financial position and results of operations.

our business expands to provide new products and services, we are increasing the amount of consumer data that we collect, transfer and

retain as part of our business.

These activities are subject to laws and regulations, as well as industry standards, in the United States

and other jurisdictions in which our products and services are available.

These requirements, which often differ materially and sometimes

conflict among the many jurisdictions in which we operate, are designed to protect the privacy of consumers’

personal information

and to prevent that information from being inappropriately used or disclosed.

We maintain and review technical and operational safeguards

designed to protect this information and generally require third party vendors and others with whom we work to do so as well.

despite those safeguards, it is possible that hackers, employees acting contrary to our policies, third-party agents or others could

improperly access relevant systems or improperly obtain or disclose data about our consumers, or that we may be determined not to be

in compliance with applicable legal requirements and industry standards for data security, such as the Payment Card Industry guidelines.

A breach or purported breach of relevant security policies that compromises consumer data or determination of non-compliance with applicable

legal requirements or industry standards for data security could expose us to regulatory enforcement actions, card association or other

monetary fines or sanctions, or contractual liabilities, limit our ability to provide our products and services, subject us to legal

action and related costs and damage our business reputation, financial position, and results of operations.

arbitration, mediation, regulatory actions, investigations or other legal proceedings could result in material rulings, decisions, settlements,

fines, penalties or publicity that could adversely affect our business, financial condition and results of operations.

industry has in the past been, and may in the future continue to be, party to class actions, regulatory actions, investigations, arbitration,

mediation and other legal proceedings.

Consequently, we may not be able to identify suitable acquisitions

or may have difficulty finding attractive businesses for acquisition at reasonable prices.

If we are unable to identify future acquisition

opportunities, reach agreement with such third parties or obtain the financing necessary to make such acquisitions, we could lose market

share to competitors who are able to make such acquisitions.

are unable to develop and market new offerings or fail to predict or respond to emerging trends, our revenue and any profitability will

success will depend on our management team’s implementation of their new business plan and the success of the initial key renewal energy

The volatility of natural resources may also affect the viability of projects.

We depend on key management, product management, technical

and marketing personnel for continued success.

Our success and future growth depend, to a significant

degree, on the skills and continued services of our management team, including Andrew Boutsikakis, our President and Chief Executive Officer,

and Pat Avery, our Chief Operating Officer.

Our ongoing success also depends on our ability to identify, hire and retain skilled and qualified

technical and marketing personnel in a highly competitive employment market.

As we develop and acquire new products and services, we will

need to hire additional employees.

Our inability to attract and retain well-qualified managerial, technical and sales and marketing personnel

may have a negative effect on our business, operating results and financial condition.

We may be required to seek additional funding, and such funding

may not be available on acceptable terms or at all.

We may seek additional funding, however due to

a number of factors beyond our expectations or control, including a shortfall in revenue, increased expenses, a need for working capital

for growth, increased investment in capital equipment or the acquisition of businesses, services or technologies.

The required funding

may not be available on acceptable terms, or at all.

If we are unable to obtain sufficient funding, our business would be harmed.

if we were able to find outside funding sources, we might be required to issue securities in a transaction that could be highly dilutive

to our investors or we may be required to issue securities with greater rights than the securities we have outstanding today.

be required to take other actions that could lessen the value of our common stock, including borrowing money on terms that are not favorable

If we are unable to generate or raise capital that is sufficient to fund our operations, we may be required to curtail operations,

reduce our services, defer or cancel expansion or acquisition plans or cease operations in certain jurisdictions or completely.

The termination, non-renewal or renegotiation

on materially adverse terms of our contracts or relationships with one or more of our significant host locations, product suppliers and

partners could seriously harm our business, financial condition and results of operations.

The success of our business depends in large part

on our ability to maintain contractual relationships with our host locations in profitable locations.

Our typical host location agreement

ranges from one to three years and automatically renews until we or the host retailer gives notice of termination.

Certain contract provisions

with our host locations vary, including product and service offerings, the commission fees we are committed to pay each host location,

and the ability to cancel the contract upon notice after a certain period of time.

We strive to provide direct and indirect benefits to

our host locations that are superior to, or competitive with, other providers or systems or alternative uses of the floor space that our

kiosks occupy.

If we are unable to provide our host retailers with adequate benefits, we may be unable to maintain or renew our contractual

relationships on acceptable terms, causing our business, financial condition and results of operations to suffer.

If we cannot execute on our renewable energy strategy.

Our strategy is based upon leveraging our core

competencies in the renewable energy space and relationships with certain land surveyors and mineral distributors and refiners.

competitive, we need to locate, develop, or otherwise provide, sought after minerals and service offerings that are accepted by the market

and establish third-party relationships necessary to develop and commercialize such product and service offerings.

We are exploring new

businesses to enter, and new products and services to offer, however, the complexities and structures of these new businesses could create

conflicting priorities, constrain limited resources, and negatively impact our core businesses.

We may use our financial resources and

managements’

time and focus to invest in other companies’

offerings in the renewable energy sector, or we may seek to grow businesses

We may enter into joint ventures through which we may expand our offerings.

Litigation, arbitration, mediation, regulatory

actions, investigations or other legal proceedings could result in material rulings, decisions, settlements, fines, penalties or publicity

that could adversely affect our business, financial condition and results of operations.

Our industry has in the past been, and may in

the future continue to be, party to class actions, regulatory actions, investigations, arbitration, mediation and other legal proceedings.

The outcome of such proceedings is often difficult to assess or quantify.

Plaintiffs, regulatory

bodies or other parties may seek very large or indeterminate amounts of money from us or substantial restrictions on our business activities,

and the results, including the magnitude, of lawsuits, actions, settlements, decisions and investigations may remain unknown for substantial

periods of time.

The cost to defend, settle or otherwise finalize lawsuits, regulatory actions, investigations, arbitrations, mediations

or other legal proceedings may be significant and such proceedings may divert management’s time.

In addition, there may be adverse

publicity associated with any such developments that could decrease consumer acceptance of our products and services.

As a result, litigation,

arbitration, mediation, regulatory actions or investigations involving us may adversely affect our business, financial condition and

results of operations.

are subject to substantial federal, state, local and foreign laws and government regulation specific to our business.

business is subject to federal, state, local and foreign laws and government regulation, including those relating to copyright law, federal

and state laws around CBD, access to kiosks in public places, consumer privacy and protection, data protection and information security,

taxes, vehicle safety, weights and measures, payment cards and other payment instruments, food and beverages, sweepstakes, and contests.

The application of existing laws and regulations, changes in laws or enactment of new laws and regulations, that apply, or may in the

future apply, to our current or future products or services, changes in governmental authorities’

interpretation of the application

of various government regulations to our business, or the failure or inability to gain and retain required permits and approvals could

materially and adversely affect our business.

This includes laws surrounding the use of CBD related products.

addition, many jurisdictions require us to obtain certain licenses in connection with the operations of our businesses.

no assurance that we will be granted all necessary licenses or permits in the future, that current licenses or permits will be renewed

or that regulators will not revoke current licenses or permits.

Given the unique nature of our business and new products and services

we may develop or acquire in the future, the application of various laws and regulations to our business is uncertain.

Further, as governmental

and regulatory scrutiny and action with regard to many aspects of our business increase, we expect that our costs of complying with the

applicable legal requirements may increase, perhaps substantially.

to comply with these laws and regulations could result in, among other things, revocation of required licenses or permits, loss of approved

status, termination of contracts, administrative enforcement actions and fines, class action lawsuits, cease and desist orders and civil

and criminal liability.

The occurrence of one or more of these events, as well as the increased cost of compliance, could materially

adversely affect our business, financial condition and results of operations.

we cannot manage our growth effectively, we could experience a material adverse effect on our business, financial condition and results

of operations.

we begin to scale our business we may make errors in predicting and reacting to relevant business trends, which could have a material

adverse effect on our business, financial condition and results of operations.

For example, we may, among other things, over-install

kiosks in certain geographic areas leading to non-accretive installations, and we cannot be certain that historical revenue experience

for new kiosks will be sustainable in the future.

growth may place significant demands on our operational, financial and administrative infrastructure and our management.

As our operations

grow in size, scope and complexity, we anticipate the need to integrate, as appropriate, and improve and upgrade our systems and infrastructure,

both those relating to providing attractive and efficient consumer products and services and those relating to our administration and

internal systems, processes and controls.

This integration and expansion of our administration, processes, systems and infrastructure

may require us to commit and will continue to cause us to commit, substantial financial, operational and technical resources to managing

our business.

our growth will require significant expenditures and allocation of valuable management and operational resources.

If we fail to achieve

the necessary level of efficiency in our organization, including otherwise effectively growing our business lines, our business, operating

results and financial condition could be harmed.

may not have the ability to pay interest on our Notes, to repurchase the convertible notes upon a fundamental change or to settle conversions

of the Notes, as may be required.

a fundamental change occurs under the indenture governing our Notes, holders of the Notes may require us to repurchase, for cash, all

or a portion of their Notes.

In addition, upon satisfaction of certain conversion conditions (including conditions outside of our control,

such as market price or trading price) and proper conversion of the Notes by a holder, we will be required to make cash payments.

on the amount and timing of the payment requirements, we may not have been able to meet all of the obligations relating to Note conversions,

which could have had a material adverse effect.

if we fail to pay interest on, carry out the fundamental change repurchase obligations relating to, or make payments (including cash)

upon conversion of, the Notes, we will be in default under the indenture governing the Notes.

A default under the indenture or the fundamental

change itself could also lead to a default under agreements governing our existing and future indebtedness.

If the repayment of indebtedness

were to be accelerated, including after any applicable notice or grace periods, we may not, among other things, have sufficient funds

to repay indebtedness or pay interest on, carry out our repurchase obligations relating to, or make cash payments upon conversion of,

of our convertible notes into common stock will result in additional dilution to our stockholders.

satisfaction of certain conversion conditions (including conditions outside of our control, such as market price or trading price) and

proper conversion of the Notes by a holder, we may be required to deliver shares of our common stock to a converting holder.

If additional

shares of our common stock are issued due to conversion of some or all of the outstanding Notes, the ownership interests of existing

stockholders will be diluted.

Further, any sales in the public market of any shares of common stock issued upon conversion or hedging

or arbitrage trading activity that develops due to the potential conversion of the Notes could adversely affect prevailing market prices

of our common stock.

pressures could seriously harm our business, financial condition and results of operations.

nature and extent of consolidations and bankruptcies, which often occur during or as a result of economic downturns, in markets where

we install our kiosks, particularly the supermarket and other retailing industries, could adversely affect our operations, including

our competitive position, as the number of installations and potential retail users of our kiosks could be significantly reduced.

the risk factor below entitled, “Events outside of our control, including the current economic environment, has negatively affected,

and could continue to negatively affect, consumers’

Plaintiffs, regulatory bodies or other parties may seek very

large or indeterminate amounts of money from us or substantial restrictions on our business activities, and the results, including the

magnitude, of lawsuits, actions, settlements, decisions and investigations may remain unknown for substantial periods of time.

to defend, settle or otherwise finalize lawsuits, regulatory actions, investigations, arbitrations, mediations or other legal proceedings

may be significant and such proceedings may divert management’s time.

In addition, there may be adverse publicity associated with

any such developments that could decrease consumer acceptance of our products and services.

As a result, litigation, arbitration, mediation,

regulatory actions or investigations involving us may adversely affect our business, financial condition and results of operations.

We are subject to substantial federal, state,

local and foreign laws and government regulation specific to our business.

Our business is subject to federal, state, local

and foreign laws and government regulation, including those relating to copyright law, federal and state laws around rare earths and the

renewable energy sector, The application of existing laws and regulations, changes in laws or enactment of new laws and regulations, that

apply, or may in the future apply, to our current or future products or services, changes in governmental authorities’

interpretation

of the application of various government regulations to our business, or the failure or inability to gain and retain required permits

and approvals could materially and adversely affect our business.

In addition, many jurisdictions require us to

obtain certain licenses in connection with the operations of our businesses.

There can be no assurance that we will be granted all necessary

licenses or permits in the future, that current licenses or permits will be renewed or that regulators will not revoke current licenses

Given the unique nature of our business and new products and services we may develop or acquire in the future, the application

of various laws and regulations to our business is uncertain.

Further, as governmental and regulatory scrutiny and action with regard

to many aspects of our business increase, we expect that our costs of complying with the applicable legal requirements may increase, perhaps

substantially.

Failure to comply with these laws and regulations

could result in, among other things, revocation of required licenses or permits, loss of approved status, termination of contracts, administrative

enforcement actions and fines, class action lawsuits, cease and desist orders and civil and criminal liability.

The occurrence of one

or more of these events, as well as the increased cost of compliance, could materially adversely affect our business, financial condition

and results of operations.

If we cannot manage our growth effectively,

we could experience a material adverse effect on our business, financial condition and results of operations.

As we begin to scale our business we may make

errors in predicting and reacting to relevant business trends, which could have a material adverse effect on our business, financial condition

and results of operations-

This growth may place significant demands on our

operational, financial and administrative infrastructure and our management.

As our operations grow in size, scope and complexity, we

anticipate the need to integrate, as appropriate, and improve and upgrade our systems and infrastructure, both those relating to providing

attractive and efficient consumer products and services and those relating to our administration and internal systems, processes and controls.

This integration and expansion of our administration, processes, systems and infrastructure may require us to commit and will continue

to cause us to commit, substantial financial, operational and technical resources to managing our business.

Managing our growth will require significant expenditures

and allocation of valuable management and operational resources.

If we fail to achieve the necessary level of efficiency in our organization,

including otherwise effectively growing our business lines, our business, operating results and financial condition could be harmed.

We may not have the ability to pay interest

on our Notes, to repurchase the convertible notes upon a fundamental change or to settle conversions of the Notes, as may be required.

If a fundamental change occurs under the indenture

governing our Notes, holders of the Notes may require us to repurchase, for cash, all or a portion of their Notes.

In addition, upon satisfaction

of certain conversion conditions (including conditions outside of our control, such as market price or trading price) and proper conversion

of the Notes by a holder, we will be required to make cash payments.

Depending on the amount and timing of the payment requirements, we

may not have been able to meet all of the obligations relating to Note conversions, which could have had a material adverse effect.

Further, if we fail to pay interest on, carry

out the fundamental change repurchase obligations relating to, or make payments (including cash) upon conversion of, the Notes, we will

be in default under the indenture governing the Notes.

A default under the indenture or the fundamental change itself could also lead

to a default under agreements governing our existing and future indebtedness.

If the repayment of indebtedness were to be accelerated,

including after any applicable notice or grace periods, we may not, among other things, have sufficient funds to repay indebtedness or

pay interest on, carry out our repurchase obligations relating to, or make cash payments upon conversion of, the Notes.

Conversion of our convertible notes into common

stock will result in additional dilution to our stockholders.

Upon satisfaction of certain conversion conditions

(including conditions outside of our control, such as market price or trading price) and proper conversion of the Notes by a holder, we

may be required to deliver shares of our common stock to a converting holder.

If additional shares of our common stock are issued due

to conversion of some or all of the outstanding Notes, the ownership interests of existing stockholders will be diluted.

sales in the public market of any shares of common stock issued upon conversion or hedging or arbitrage trading activity that develops

due to the potential conversion of the Notes could adversely affect prevailing market prices of our common stock.

Competitive pressures could seriously harm

our business, financial condition and results of operations.

The nature and extent of consolidations and bankruptcies,

which often occur during or as a result of economic downturns, in markets where we install our kiosks, particularly the supermarket and

other retailing industries, could adversely affect our operations, including our competitive position, as the number of installations

and potential retail users of our kiosks could be significantly reduced.

See the risk factor below entitled, “Events outside of

our control, including the current economic environment, has negatively affected, and could continue to negatively affect, consumers’

use of our products and services.”

business can be adversely affected by severe weather, natural disasters and other events beyond our control, such as earthquakes, fires,

power failures, telecommunication loss and terrorist attacks.

catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems could

harm our ability to conduct normal business operations and our operating results.

While we have taken steps to protect the security of

critical business processes and systems and have established certain back-up systems and disaster recovery procedures, any disruptions,

whether due to inadequate back-up or disaster recovery planning, failures of information technology systems, interruptions in the communications

network, or other factors, could seriously harm our business, financial condition and results of operations.

addition, our operational and financial performance is a direct reflection of consumer use of and the ability to operate and service

our kiosks used in our business.

Severe weather, natural disasters and other events beyond our control can, for extended periods of time,

significantly reduce consumer use of our products and services as well as interrupt the ability of our employees and third-party providers

to operate and service our kiosks.

failure to meet consumer expectations with respect to pricing our products and services may adversely affect our business and results

of operations.

for our products and services may be sensitive to pricing changes.

We evaluate and update our pricing strategies from time to time and

changes we institute may have a significant impact on, among other things, our revenue and net income (loss).

may be unable to attract new host locations, broaden current host relationships, and penetrate new markets and distribution channels.

order to increase our kiosk installations, we need to attract new host locations, broaden relationships with current host locations,

and develop operational efficiencies that make it feasible for us to penetrate low density markets and new distribution channels.

may be unable to attract host locations or drive down costs relating to the manufacture, installation or servicing of our kiosks to levels

that would enable us to operate profitably in lower density markets or penetrate new distribution channels.

If we are unable to do so,

our future financial performance could be adversely affected.

of increased fees to host locations or other third-party service providers could negatively affect our business results.

face ongoing pricing pressure from our host locations to increase the commission fees we pay to them on our products and services or

to make other financial concessions to win or retain their business.

If we are unable to respond effectively to ongoing pricing-related

pressures, we may fail to win or retain certain accounts.

Our fee arrangements are based on our evaluation of unique factors with each

host retailer, such as total revenue, long-term, non-cancelable contracts, installation of our kiosks in high-traffic, geographic locations

and new product and service commitments.

Together with other factors, an increase in service fees paid, or other financial concessions

made, to our host retailers could significantly increase our direct operating expenses in future periods and harm our business.

outside of our control, including the current economic environment, have negatively affected, and could continue to negatively affect,

consumers’

use of our products and services.

consumers’

use of many of our products and services is dependent on discretionary spending, which is affected by, among other things,

economic and political conditions, consumer confidence, interest and tax rates, and financial and housing markets.

With economic uncertainty

still affecting potential consumers, we may be impacted by more conservative purchasing tendencies with fewer non-essential products

and services purchased during the coming periods if the current economic environment continues.

In addition, because our business relies

in part on consumers initially visiting host locations to purchase products and services that are not necessarily our products and services,

if consumers are visiting host retailers less frequently and being more careful with their money when they do, these tendencies may also

negatively impact our business.

Further, our ability to obtain additional funding in the future, if and as needed, through equity issuances

or loans, or otherwise meet our current obligations to third parties, could be adversely affected if the economic environment continues

to be difficult.

In addition, the ability of third parties to honor their obligations to us could be negatively impacted, as host retailers,

suppliers and other parties deal with the difficult economic environment.

Finally, there may be consequences that will ultimately result

from the current economic conditions that are not yet known, and any one or more of these unknown consequences (as well as those currently

being experienced) could potentially have a material adverse effect on our financial condition, operating results and liquidity, as well

as our business generally.

future operating results may fluctuate.

future operating results will depend significantly on our ability to continue to drive new and repeat use of our kiosks, our ability

to develop and commercialize new products and services, and our ability to successfully integrate acquisitions and other third-party

relationships into our operations.

Our operating results could fluctuate and may continue to fluctuate based upon many factors, including:

in revenue generated by kiosk businesses and our wholesale distributors;

in operating expenses, such as transaction fees and commissions we pay to our host locations;

ability to establish or maintain effective relationships with significant partners, host locations and suppliers on acceptable terms;

amount of service fees that we pay to our host locations;

transaction fees we charge consumers to use our services;

commercial success of our host locations, which could be affected by such factors as general economic conditions, severe weather

successful use and integration of assets and businesses acquired or invested in;

level of product or price competition;

timing and cost of, and our ability to develop and successfully commercialize, new or enhanced products and services;

of, and acquisitions or announcements by, competitors;

impact from any impairment of inventory, goodwill, fixed assets or intangibles related to our acquisitions and divestitures.

Related to our Securities

our common stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sell your

shares at or above the price paid.

our common stock is thinly traded, its trading price is likely to be highly volatile and could be subject to extreme fluctuations in

response to various factors, many of which are beyond our control, including:

volume of our shares;

of securities analysts, market-makers and brokers following our common stock;

in, or failure to achieve, financial estimates by securities analysts;

products or services introduced or announced by us or our competitors;

or anticipated variations in quarterly operating results;

or trends in our business industries;

announcements

by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

or departures of key personnel;

of our common stock;

stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies.

stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies,

and because our common stock is thinly traded it is particularly susceptible to such changes.

These broad market changes may cause the

market price of our common stock to decline regardless of how well we perform as a company.

In addition, securities class action litigation

has often been initiated following periods of volatility in the market price of a company’s securities.

A securities class action

suit against us could result in substantial legal fees, potential liabilities and the diversion of management’s attention and resources

from our business.

Moreover, our shares are currently quoted on the OTC Pink and, further, are subject to the penny stock regulations.

Price fluctuations in such shares are particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.

common stock may be considered “penny stock”, further reducing its liquidity.

common stock may be considered “penny stock”, which will further reduce the liquidity of our common stock.

Our common stock

is likely to fall under the definition of “penny stock,”

trading in the common stock is limited because broker-dealers are

required to provide their customers with disclosure documents prior to allowing them to participate in transactions involving the common

These disclosure requirements are burdensome to broker-dealers and may discourage them from allowing their customers to participate

in transactions involving our common stock, thereby further reducing the liquidity of our common stock.

stocks”

are equity securities with a market price below $5.00 per share other than a security that is registered on a national

exchange, included for quotation on the NASDAQ system or whose issuer has net tangible assets of more than $2,000,000 and has been in

continuous operation for greater than three years.

Issuers who have been in operation for less than three years must have net tangible

assets of at least $5,000,000.

promulgated by the Securities and Exchange Commission under Section 15(g) of the Exchange Act require broker-dealers engaging in transactions

in penny stocks, to first provide to their customers a series of disclosures and documents including:

standardized risk disclosure document identifying the risks inherent in investment in penny stocks;

compensation received by the broker-dealer in connection with the transaction;

quotation prices and other relevant market data;

Our business can be adversely affected by severe

weather, natural disasters and other events beyond our control, such as earthquakes, fires, power failures, telecommunication loss and

terrorist attacks.

A catastrophic

event that results in the destruction or disruption of any of our critical business or information technology systems could harm our ability

to conduct normal business operations and our operating results.

While we have taken steps to protect the security of critical business

processes and systems and have established certain back-up systems and disaster recovery procedures, any disruptions, whether due to inadequate

back-up or disaster recovery planning, failures of information technology systems, interruptions in the communications network, or other

factors, could seriously harm our business, financial condition and results of operations.

In addition, our operational and financial performance

is a direct reflection of consumer use of and the ability to operate and service our kiosks used in our business.

Severe weather, natural

disasters and other events beyond our control can, for extended periods of time, significantly reduce consumer use of our products and

services as well as interrupt the ability of our employees and third-party providers to operate and service our kiosks.

Our failure to meet consumer expectations with

respect to pricing our products and services may adversely affect our business and results of operations.

Demand for our products and services may be sensitive

to pricing changes.

We evaluate and update our pricing strategies from time to time and changes we institute may have a significant impact

on, among other things, our revenue and net income (loss).

Risks Related to our Securities

Since our common stock is thinly traded it

is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Since our common stock is thinly traded, its trading

price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond

our control, including:

● trading volume of our shares;

● number of securities analysts, market-makers and brokers

following our common stock;

● changes in, or failure to achieve, financial estimates by

securities analysts;

● new products or services introduced or announced by us or

our competitors;

● actual or anticipated variations in quarterly operating results;

● conditions or trends in our business industries;

● announcements by us of significant contracts, acquisitions,

strategic partnerships, joint ventures or capital commitments;

● additions or departures of key personnel;

● sales of our common stock;

● general stock market price and volume fluctuations of publicly-traded,

and particularly microcap, companies.

The stock markets often experience significant

price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly

traded it is particularly susceptible to such changes.

These broad market changes may cause the market price of our common stock to decline

regardless of how well we perform as a company.

In addition, securities class action litigation has often been initiated following periods

of volatility in the market price of a company’s securities.

A securities class action suit against us could result in substantial

legal fees, potential liabilities and the diversion of management’s attention and resources from our business.

Moreover, our shares

are currently quoted on the OTC Pink and, further, are subject to the penny stock regulations.

Price fluctuations in such shares are particularly

volatile and subject to manipulation by market-makers, short-sellers and option traders.

Our common stock may be considered “penny

stock”, further reducing its liquidity.

Our common stock may be considered “penny

stock”, which will further reduce the liquidity of our common stock.

Our common stock is likely to fall under the definition of

“penny stock,”

trading in the common stock is limited because broker-dealers are required to provide their customers with

disclosure documents prior to allowing them to participate in transactions involving the common stock.

These disclosure requirements are

burdensome to broker-dealers and may discourage them from allowing their customers to participate in transactions involving our common

stock, thereby further reducing the liquidity of our common stock.

“Penny stocks”

are equity securities

with a market price below $5.00 per share other than a security that is registered on a national exchange, included for quotation on the

NASDAQ system or whose issuer has net tangible assets of more than $2,000,000 and has been in continuous operation for greater than three

Issuers who have been in operation for less than three years must have net tangible assets of at least $5,000,000.

Rules promulgated by the Securities and Exchange

Commission under Section 15(g) of the Exchange Act require broker-dealers engaging in transactions in penny stocks, to first provide to

their customers a series of disclosures and documents including:

● A standardized risk disclosure document identifying the risks

inherent in investment in penny stocks;

● All compensation received by the broker-dealer in connection

with the transaction;

● Current quotation prices and other relevant market data;

and Monthly account statements reflecting the fair market value of the securities.

rules also require that a broker-dealer obtain financial and other information from a customer, determine that transactions in penny

stocks are suitable for such customer and deliver a written statement to such customer setting forth the basis for this determination.

directors and executive officers will continue to exert significant control over our future direction, which could reduce the sale value

of our Company.

of May 10, 2021, our Board of Directors and our executive officers beneficially owned approximately 11% of our common stock.

these stockholders, if they act together, will have considerable influence over matters requiring approval of our stockholders, including

the election of directors and approval of significant corporate transactions.

This concentration of ownership, which could result in

a continued concentration of representation on our Board of Directors, may delay, prevent or deter a change in control and could deprive

our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our assets.

should not anticipate receiving cash dividends on our common stock, thereby depriving investors of yield on their investment.

have never declared or paid any cash dividends or distributions on our common stock and intend to retain future earnings, if any, to

support our operations and to finance expansion.

Therefore, we do not anticipate paying any cash dividends on the common stock in the

foreseeable future.

Such failure to pay a dividend will deprive investors of any yield on their investment in our common stock.

indemnification of officers and directors and limitations on their liability could limit our recourse against them.

Certificate of Incorporation and Bylaws contain broad indemnification and liability limiting provisions regarding our officers, directors

and employees, including the limitation of liability for certain violations of fiduciary duties.

Stockholders therefore will have only

limited recourse against these individuals.

we fail to implement and maintain proper and effective internal controls and disclosure controls and procedures, our ability to produce

accurate and timely financial statements and public reports could be impaired, which could adversely affect our operating results, our

ability to operate our business and investors’

404 of the Sarbanes-Oxley Act of 2002 requires the Company to evaluate the effectiveness of its internal control over financial reporting

as of the end of each year, and to include a management report assessing the effectiveness of the Company’s internal control over

financial reporting in each Annual Report on Form 10-K.

have identified our disclosure controls and procedures were not effective and that material weaknesses exists in our internal control

over financial reporting.

The material weaknesses consist of an insufficient complement of qualified accounting personnel and controls

associated with segregation of duties and ineffective controls associated with identifying and accounting for complex and non-routine

transactions in accordance with U.S.

generally accepted accounting principles.

Due to the material weaknesses in internal control over

financial reporting and disclosure controls and procedures, there may be errors in the Company’s consolidated financial statements

and in the accompanying footnote disclosures that could require restatements.

Investors may lose confidence in our reported financial

information and disclosure, which could negatively impact our stock price.

do not expect that our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how

well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must

be considered relative to their costs.

Controls can be circumvented by the individual acts of some persons, by collusion of two or more

people, or by management override of the controls.

Over time, controls may become inadequate because changes in conditions or deterioration

in the degree of compliance with policies or procedures may occur.

Because of the inherent limitations in a cost-effective control system,

misstatements due to error or fraud may occur and not be detected.

have additional common stock and preferred stock available for issuance, which, if issued, could adversely affect the rights of the holders

of our common stock.

Certificate of Incorporation authorizes the issuance of up to 600,000,000 shares of our common stock and up to 10,000,000 shares of preferred

The common stock and the preferred stock can be issued by the Board of Directors, without stockholder approval.

As of May 10,

2021, there were 37,717,755 shares of our common stock outstanding.

Further, as of May 10, 2021, there were convertible notes outstanding

that can be converted into approximately 88 million shares of our common stock.

1B - UNRESOLVED STAFF COMMENTS

2 - PROPERTIES

The Company’s mailing address is 1759 Clear River Falls Lane

Henderson , NV 89012.

It has no physical office at this time.

3 - LEGAL PROCEEDINGS

are no material legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the

4 - MINE SAFETY DISCLOSURES

These rules also require that a broker-dealer

obtain financial and other information from a customer, determine that transactions in penny stocks are suitable for such customer and

deliver a written statement to such customer setting forth the basis for this determination.

Investors should not anticipate receiving cash

dividends on our common stock, thereby depriving investors of yield on their investment.

We have never declared or paid any cash dividends

or distributions on our common stock and intend to retain future earnings, if any, to support our operations and to finance expansion.

Therefore, we do not anticipate paying any cash dividends on the common stock in the foreseeable future.

Such failure to pay a dividend

will deprive investors of any yield on their investment in our common stock.

Our indemnification of officers and directors

and limitations on their liability could limit our recourse against them.

Our Certificate of Incorporation and Bylaws contain

broad indemnification and liability limiting provisions regarding our officers, directors and employees, including the limitation of liability

for certain violations of fiduciary duties.

Stockholders therefore will have only limited recourse against these individuals.

If we fail to implement and maintain proper

and effective internal controls and disclosure controls and procedures, our ability to produce accurate and timely financial statements

and public reports could be impaired, which could adversely affect our operating results, our ability to operate our business and investors’

Section 404 of the Sarbanes-Oxley Act of 2002

requires the Company to evaluate the effectiveness of its internal control over financial reporting as of the end of each year, and to

include a management report assessing the effectiveness of the Company’s internal control over financial reporting in each Annual

Report on Form 10-K.

We have identified our disclosure controls and

procedures were not effective and that material weaknesses exists in our internal control over financial reporting.

The material weaknesses

consist of an insufficient complement of qualified accounting personnel and controls associated with segregation of duties and ineffective

controls associated with identifying and accounting for complex and non-routine transactions in accordance with U.S.

generally accepted

accounting principles.

Due to the material weaknesses in internal control over financial reporting and disclosure controls and procedures,

there may be errors in the Company’s consolidated financial statements and in the accompanying footnote disclosures that could require

restatements.

Investors may lose confidence in our reported financial information and disclosure, which could negatively impact our stock

We do not expect that our internal control over

financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only

reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must

reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

Over time, controls may become inadequate because changes in conditions or deterioration in the degree of compliance with policies or

procedures may occur.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may

occur and not be detected.

We have additional common stock and preferred

stock available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.

Our Certificate of Incorporation authorizes the

issuance of up to 600,000,000 shares of our common stock and up to 10,000,000 shares of preferred stock.

The common stock and the preferred

stock can be issued by the Board of Directors, without stockholder approval.

As of September 24, 2021, there were 226,604,039 shares

of our common stock outstanding.

Further, as of September 24, 2021, there were convertible notes outstanding that can be converted into

approximately 113 million shares of our common stock.

ITEM 1B - UNRESOLVED STAFF COMMENTS

ITEM 2 - PROPERTIES

The Company’s mailing address is 3275 S.

Jones Blvd, Suite 104, Las Vegas, NV 89146.

ITEM 3 - LEGAL PROCEEDINGS

There are no material legal proceedings to which

the Company or any of its subsidiaries is a party or of which any of their property is the subject.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors