What changed in this filing

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Item 1A. Risk Factors

2021-12-23 compared with 2020-05-14 · 498 added, 428 removed, 72 unchanged (93% of the section changed)

RISK FACTORS.

you invest in our securities, you should be aware that there are various risks in making any such investment.

You should consider

carefully these risk factors, together with all of the other information included in this report before you decide to purchase

any of our securities.

If any of the following risks and uncertainties develop into actual events, our business, financial condition

or results of operations could be materially adversely affected and you could lose your entire investment in our company.

You should carefully consider

these risk factors, together with all of the other information included in this report before you decide to purchase any of our securities.

If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations

could be materially adversely affected and you could lose your entire investment in our company.

RELATED TO OUR COMPANY

HAVE A HISTORY OF LOSSES .

incurred net losses of $3,402,023 and $5,224,064, respectively, for 2019 and 2018, which includes losses of $136,734 and $1,092,750,

respectively, for discontinued operations.

At December 31, 2019 we had an accumulated deficit of $20,444,989.

While our revenues

increased 303.2% for 2019 from 2018, our gross profit margin decreased from 20.6% in 2018 to 15.1% in 2019.

In addition, in 2019

our selling, general and administrative expenses, or “SG&A”, increased 128.9% in 2019 from 2018.

incurred net significant net losses for 2020 and 2019, including losses in 2019 related to our discontinued operations, and at December

31, 2020, we had a significant accumulated deficit.

While our revenues and gross margin increased significantly for 2020 from 2019, our

selling, general and administrative expenses, or “SG&A”, increased significantly in 2020 from 2019 as well.

We anticipate

that our SG&A will continue to increase in 2020 and beyond, and we may continue to incur losses in future periods until such

time, if ever, as we are successful in significantly increasing our revenues and gross profit to a level to fund our operating

There are no assurances that we will be able to significantly increase our revenues and gross profit to a level which

supports profitable operations and provides sufficient funds to pay our operating expenses and other obligations as they become

ARE DEPENDENT UPON SALES OF EQUITY SECURITIES AND LOANS FROM OUR CHIEF EXECUTIVE OFFICER TO PROVIDE OPERATING CAPITAL.

do not generate sufficient gross profit to pay our operating expenses and we reported losses from continuing operations of $6,812,563

and $4,131,314 in 2019 and 2018, respectively.

Historically we have been dependent upon the purchase of equity securities or convertible

Kip Speyer, our Chief Executive Officer, to provide operating capital.

During 2019 and 2018 he invested $588,000

and $530,000, respectively, in our company.

During 2019 and 2018 we paid him $180,931 and $281,882 respectively, in dividend and

interest payments on these investments.

In addition, during 2019 we raised $1,644,480 through the sale of our equity securities

in private placements, and $600,000 through the sale of our Series A-1 preferred stock.

Between January 2020 and May 2020, we

raised $ 3,001,250 through the sale of our equity securities in private placements.

After payment of the cash commissions of $300,125

and non-accountable expense allowance of $150,063 to Spartan Capital, a broker dealer and member of FINRA who served as placement

agent in the offerings, we used $890,188 of the gross proceeds of $3,001,250 to pay Spartan $590,063 in fees, $300,125 in commissions,

and are using the balance for working capital, including to fund our operating loss.

While we expect to seek to raise additional

working capital through the sale of our securities in private or public transactions, we are not a party to any binding agreements

and there are no assurances we will be able to raise any additional third party capital.

Speyer is also under no obligation

to continue to lend us money or purchase equity securities from us.

If we are not able to raise sufficient additional working

capital as needed, absent a significant increase in our revenues we may be unable to grow our company.

COMPANY’S ECONOMIC PERFORMANCE HAS RAISED SUBSTANTIAL DOUBTS AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN .

consolidated financial statements have been prepared assuming we will continue as a going concern.

We have experienced substantial

and recurring losses from operations, which losses have caused an accumulated deficit of $20,444,989 at December 31, 2019.

factors, among others, raise substantial doubt about our ability to continue as a going concern.

Our consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

WE FAIL TO DETECT ADVERTISING FRAUD OR OTHER ACTIONS THAT IMPACT OUR ADVERTISING CAMPAIGN PERFORMANCE, WE COULD HARM OUR REPUTATION

WITH ADVERTISERS OR AGENCIES, WHICH WOULD CAUSE OUR REVENUE AND BUSINESS TO SUFFER.

established, the Bright Mountain Media Ad Network Business will rely on our ability to deliver successful and effective advertising

Some of those campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers

may perceive as undesirable, such as non-human traffic generated by machines that are designed to simulate human users and artificially

inflate user traffic on websites.

These activities could overstate the performance of any given advertising campaign and could

harm our reputation.

It may be difficult for us to detect fraudulent or malicious activity on websites where we do not own content

and rely in part on our customers to control such activity.

If we fail to detect or prevent fraudulent or other malicious activity,

the affected advertisers may experience or perceive a reduced return on their investment and our reputation may be harmed.

levels of fraudulent or malicious activity could lead to dissatisfaction with our solutions, refusals to pay, refund or future

credit demands or withdrawal of future business.

that our SG&A will continue to increase in 2021 and beyond, and we may continue to incur losses in future periods until such time

as we are successful in significantly increasing our revenues and gross profit to a level to fund our operating expenses.

assurances that we will be able to significantly increase our revenues and gross profit to a level which supports profitable operations

and provides sufficient funds to pay our operating expenses and other obligations as they become due.

ARE DEPENDENT UPON SALES OF EQUITY SECURITIES AND LOANS FROM OUR CHAIRMAN OF THE BOARD TO PROVIDE OPERATING CAPITAL.

do not generate sufficient gross profit to pay our operating expenses and we reported losses from continuing operations in 2020 and 2019.

Historically we have been dependent upon the purchase of equity securities or convertible notes by Mr.

Kip Speyer, our Chairman of the

Board, to provide operating capital.

During 2020, the Company raised approximately $4.0 million through the sale of our securities in

a private placement.

While we expect to seek to raise additional working capital through the sale of our securities in private or public

transactions, we are not a party to any binding agreements and there are no assurances we will be able to raise any additional third-party

Speyer is also under no obligation to continue to lend us money or purchase equity securities from us.

If we are not able

to raise sufficient additional working capital as needed, absent a significant increase in our revenues we may be unable to grow our

WE FAIL TO DETECT ADVERTISING FRAUD OR OTHER ACTIONS THAT IMPACT OUR ADVERTISING CAMPAIGN PERFORMANCE, WE COULD HARM OUR REPUTATION WITH

ADVERTISERS OR AGENCIES, WHICH WOULD CAUSE OUR REVENUE AND BUSINESS TO SUFFER.

established, the Bright Mountain Media Advertising Services Business will rely on our ability to deliver successful and effective advertising

Some of those campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may

perceive as undesirable, such as non-human traffic generated by machines that are designed to simulate human users and artificially inflate

user traffic on websites.

These activities could overstate the performance of any given advertising campaign and could harm our reputation.

It may be difficult for us to detect fraudulent or malicious activity on websites where we do not own content and rely in part on our

customers to control such activity.

If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers

may experience or perceive a reduced return on their investment and our reputation may be harmed.

High levels of fraudulent or malicious

activity could lead to dissatisfaction with our solutions, refusals to pay, refund or future credit demands or withdrawal of future business.

ADVERTISING ON THE INTERNET LOSES ITS APPEAL, OUR REVENUE COULD DECLINE.

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inability to create applications for our customers;

advertisements and promotions are, by their nature, limited in content relative to other media;

may be reluctant or slow to adopt online advertising and promotional activities that replace, limit or compete with their

existing direct marketing efforts;

fact that Internet advertisements and promotions are, by their nature, limited in content relative to other media;

may be reluctant or slow to adopt online advertising and promotional activities that replace, limit or compete with their existing

direct marketing efforts;

may prefer other forms of Internet advertising and promotions that we do not offer;

quality or placement of transactions, including the risk of non-screened, non-human inventory and traffic, could cause a loss

in customers or revenue;

quality or placement of transactions, including the risk of non-screened, non-human inventory and traffic, could cause a loss in

customers or revenue;

actions may negatively impact our business practices.

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SUCCESS IS DEPENDENT UPON OUR ABILITY TO EFFECTIVELY EXPAND AND MANAGE OUR RELATIONSHIPS WITH OUR PUBLISHERS.

of our owned and operated websites, we are dependent upon our publishing partners to provide the media which we sell.

on these publishers to make their respective media inventories available to us to use in connection with our campaigns that we

manage, create or market.

Our growth depends, in part, on our ability to expand and maintain our publisher relationships within

our network and to have access to new sources of media inventory such as new partner websites and Facebook pages that offer attractive

demographics, innovative and quality content and growing Web user traffic volume.

Our ability to attract new publishers to our

networks and to retain Web publishers currently in our networks will depend on various factors, some of which are beyond our control.

These factors include, but are not limited to, our ability to introduce new and innovative products and services, our pricing

policies, and the cost-efficiency to Web publishers of outsourcing their advertising sales.

In addition, the number of competing

intermediaries that purchase media inventory from Web publishers continues to increase.

In the event we are not able to maintain

effective relationships with our publishers, our ability to distribute our advertising campaigns will be greatly hindered which

will reduce the value of our services and adversely impact our results of operations in future periods.

of our owned and operated websites, we are dependent upon our publishing partners to provide the media we sell.

We depend on these publishers

to make their respective media inventories available to us to use in connection with the campaigns that we manage, create or market.

Our growth depends, in part, on our ability to expand and maintain our publisher relationships within our network and to have access

to new sources of media inventory such as new partner websites and Facebook pages that offer attractive demographics, innovative and

quality content and growing Web user traffic volume.

Our ability to attract new publishers to our networks and to retain Web publishers

currently in our networks will depend on various factors, some of which are beyond our control.

These factors include, but are not limited

to, our ability to introduce new and innovative products and services, our pricing policies, and the cost-efficiency to Web publishers

of outsourcing their advertising sales.

In addition, the number of competing intermediaries that purchase media inventory from Web publishers

continues to increase.

In the event we are not able to maintain effective relationships with our publishers, our ability to distribute

our advertising campaigns will be greatly hindered which will reduce the value of our services and adversely impact our results of operations

in future periods.

ARE DEPENDENT ON REVENUES FROM A LIMITED NUMBER OF CUSTOMERS.

2019 revenues from one large customer accounted for approximately 13% of our revenues.

The loss of this customer could have a

material adverse impact on our results of operations in future periods.

During 2019, the Company acquired both S&W and MediaHouse,

each with their own customer base.

Historically, the average customer life for S&W and MediaHouse are 2.5 and 4.0 years, respectively.

2020, 1 customer represents 9.6% of revenue and for 2019, 1 customer represents 12.5% of revenue.

The loss of these customers

could have a material adverse impact on our results of operations in future periods.

ARE SUBJECT TO SEASONAL FLUCTUATIONS IN OUR REVENUES IN FUTURE PERIODS.

advertising technology companies report a material portion of their revenues during the fourth calendar quarter as a result of

holiday related ad spend.

Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter

will be indicative of results for the full year or for future years.

advertising technology companies report a material portion of their revenues during the fourth calendar quarter as a result of holiday

related ad spend.

Our experience since transitioning to focus solely on our advertising segment has been consistent with this trend.

Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results

for the full year or for future years.

ACQUISITION OF NEW BUSINESSES IS COSTLY AND THESE ACQUISITIONS MAY NOT ENHANCE OUR FINANCIAL CONDITION.

significant element of our growth strategy has been to acquire companies which complement our business.

The process to undertake

a potential acquisition can be time-consuming and costly.

We have and continue to expect to expend significant resources to undertake

business, financial and legal due diligence on our potential acquisition targets and there is no guarantee that we will acquire

the company after completing due diligence.

The process of identifying and consummating an acquisition could result in the use

of substantial amounts of cash and exposure to undisclosed or potential liabilities of acquired companies.

In some instances,

we may be required to provide historic audited financial statements for up to two years for acquisition targets in compliance

with the rules and regulations of the SEC.

The necessity to provide these audited financial statements will increase the costs

to us of consummating an acquisition or, if it is determined that the target company cannot obtain the requisite audited financials,

The process to undertake a potential

acquisition can be time-consuming and costly.

We have expended and expect to continue to expend significant resources to undertake business,

financial and legal due diligence on potential acquisition targets.

In addition, there is no guarantee that we will acquire the company

after completing due diligence.

The process of identifying and consummating an acquisition could result in the use of substantial amounts

of cash and exposure to undisclosed or potential liabilities of acquired companies.

In some instances, we may be required to provide

historic audited financial statements for up to two years for acquisition targets in compliance with the rules and regulations of the

Securities and Exchange Commission (“SEC”).

The necessity to provide these audited financial statements will increase the

costs to us of consummating an acquisition or, if it is determined that the target company cannot obtain the requisite audited financials,

we may be unable to pursue an acquisition which might otherwise be accretive to our business.

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in acquiring additional companies, there are no assurances that the operations of these businesses will enhance our future financial

To the extent that a business we acquire does not meet the performance criteria used to establish a purchase price,

some or all of the goodwill related to that acquisition could be charged against our future earnings, if any.

To the extent that a business we acquire does not meet the performance criteria used to establish a purchase price, some or

all of the goodwill related to that acquisition could be charged against our future earnings, if any.

ACQUISITION(S)

MAY DISRUPT GROWTH.

may pursue strategic acquisitions in the future.

Risks in acquisition transactions include difficulties in the integration of acquired

businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties

in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired

businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses,

and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses.

Fully integrating

an acquired company or business into our operations may take a significant amount of time.

We cannot assure you that we will be successful

in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions.

These risks may prevent

us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic

transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition.

These risks could be heightened

if we complete a large acquisition or multiple acquisitions within a short period of time.

SECURITY BREACHES COULD HARM OUR BUSINESS.

confidence in our websites depends on maintaining strong security features.

While we are unaware of any security breaches to date,

experienced programmers or “hackers”

While we are unaware of any security breaches to date, experienced

programmers or “hackers”

could penetrate sectors of our systems.

Because a hacker who is able to penetrate

network security could misappropriate proprietary information or cause interruptions in our services, we may have to expend significant

capital and resources to protect against or to alleviate problems caused by hackers.

Additionally, we may not have a timely remedy

against a hacker who is able to penetrate our network security.

Such security breaches could materially affect our operations,

damage our reputation and expose us to risk of loss or litigation.

In addition, the transmission of computer viruses resulting

from hackers or otherwise could expose us to significant liability.

Our insurance policies may not be adequate to reimburse us

for losses caused by security breaches.

We also face risks associated with security breaches affecting third parties with whom

we have relationships.

MUST PROMOTE THE BRIGHT MOUNTAIN BRAND TO ATTRACT AND RETAIN USERS, ADVERTISERS AND STRATEGIC PARTNERS.

success of the Bright Mountain brand depends largely on our ability to provide high quality content which is of interest to our

If our users do not perceive our existing content to be of high quality, or if we introduce new content or enter into new

business ventures that are not favorably perceived by users, we may not be successful in promoting and maintaining the Bright

Mountain brand.

Any change in the focus of our operations creates a risk of diluting our brand, confusing users and decreasing

the value of our website traffic base to advertisers.

If we are unable to maintain or grow the Bright Mountain brand, our business

would be severely harmed.

MAY EXPEND SIGNIFICANT RESOURCES TO PROTECT OUR CONTENT OR TO DEFEND CLAIMS OF INFRINGEMENT BY THIRD PARTIES, AND IF WE ARE NOT

SUCCESSFUL WE MAY LOSE RIGHTS TO USE SIGNIFICANT MATERIAL OR BE REQUIRED TO PAY SIGNIFICANT FEES.

Because a hacker who is able to penetrate network security

could misappropriate proprietary information or cause interruptions in our services, we may have to expend significant capital and resources

to protect against or to alleviate problems caused by hackers.

Additionally, we may not have a timely remedy against a hacker who is

able to penetrate our network security.

Such security breaches could materially affect our operations, damage our reputation and expose

us to risk of loss or litigation.

In addition, the transmission of computer viruses resulting from hackers or otherwise could expose

us to significant liability.

Our insurance policies may not be adequate to reimburse us for losses caused by security breaches.

face risks associated with security breaches affecting third parties with whom we have relationships.

MUST PROMOTE THE BRIGHT MOUNTAIN BRAND TO ATTRACT AND RETAIN USERS, ADVERTISERS AND STRATEGIC BUYERS.

success of the Bright Mountain brand depends largely on our ability to provide high quality content which is of interest to our users.

If our users do not perceive our existing content to be of high quality, or if we introduce new content or enter into new business ventures

that are not favorably perceived by users, we may not be successful in promoting and maintaining the Bright Mountain brand.

in the focus of our operations creates a risk of diluting our brand, confusing users and decreasing the value of our website traffic

base to advertisers.

If we are unable to maintain or grow the Bright Mountain brand, our business would be severely harmed.

MAY EXPEND SIGNIFICANT RESOURCES TO PROTECT OUR CONTENT OR TO DEFEND CLAIMS OF INFRINGEMENT BY THIRD PARTIES, AND IF WE ARE NOT SUCCESSFUL,

WE MAY LOSE RIGHTS TO USE SIGNIFICANT MATERIAL OR BE REQUIRED TO PAY SIGNIFICANT FEES.

success and ability to compete are dependent on our proprietary content.

We rely exclusively on copyright law to protect our content.

While we actively take steps to protect our proprietary rights, these steps may not be adequate to prevent the infringement or

misappropriation of our content, which could severely harm our business.

In addition to content written by our employees, we also

acquire content from various freelance providers and other third-party content providers.

While we attempt to ensure that such

content may be freely used by us, other parties may assert claims of infringement against us relating to such content.

need to obtain licenses from others to refine, develop, market and deliver new content or services.

We may not be able to obtain

any such licenses on commercially reasonable terms or at all or rights granted pursuant to any licenses may not be valid and enforceable.

While we actively take steps to protect our proprietary rights, these steps may not be adequate to prevent the infringement or misappropriation

of our content, which could severely harm our business.

In addition to content written by our employees, we also acquire content from

various freelance providers and other third-party content providers.

While we attempt to ensure that such content may be freely used

by us, other parties may assert claims of infringement against us relating to such content.

We may need to obtain licenses from others

to refine, develop, market and deliver new content or services.

We may not be able to obtain any such licenses on commercially reasonable

terms or at all or rights granted pursuant to any licenses may not be valid and enforceable.

TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS OR CLAIMS BY OTHERS THAT WE INFRINGE THEIR INTELLECTUAL PROPERTY RIGHTS COULD SUBSTANTIALLY

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website domain names are crucial to our business.

However, as with phone numbers, we do not have and cannot acquire any property

rights in an internet address.

However, as with phone numbers, we do not have and cannot acquire any property rights

in an internet address.

The regulation of domain names in the United States and in other countries is also subject to change.

Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements

for holding domain names.

As a result, we might not be able to maintain our domain names or obtain comparable domain names, which

could harm our business.

We also rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual

property rights.

Our success depends on the protection of the proprietary aspects of our technology as well as our ability to

operate without infringing on the proprietary rights of others.

Despite these measures, any of our intellectual property rights

could be challenged, invalidated, circumvented or misappropriated.

Others may independently discover our trade secrets and proprietary

information, and in such cases we could not assert any trade secret rights against such parties.

Costly and time-consuming litigation

could be necessary to enforce and determine the scope of our intellectual property rights.

Therefore, in certain jurisdictions,

we may be unable to protect our technology and designs adequately against unauthorized third party use, which could adversely

affect our ability to compete.

AND IMPLEMENTING NEW AND UPDATED APPLICATIONS, FEATURES AND SERVICES FOR OUR WEBSITES MAY BE MORE DIFFICULT THAN EXPECTED, MAY

TAKE LONGER AND COST MORE THAN EXPECTED AND MAY NOT RESULT IN SUFFICIENT INCREASES IN REVENUE TO JUSTIFY THE COSTS.

and retaining users of our websites requires us to continue to provide quality, targeted content and to continue to develop new

and updated applications, features and services for our websites.

If we are unable to do so on a timely basis or if we are unable

to implement new applications, features and services without disruption to our existing ones, our ability to continue to expand

our website traffic will be in jeopardy.

The costs of development of these enhancements may negatively impact our ability to achieve

profitability.

There can be no assurance that the revenue opportunities from expanded website content, or updated technologies,

applications, features or services will justify the amounts ultimately spent by us.

TECHNOLOGY DEVELOPMENT EFFORTS MAY NOT BE SUCCESSFUL IN IMPROVING THE FUNCTIONALITY OF OUR NETWORK, WHICH COULD RESULT IN REDUCED

TRAFFIC ON OUR WEBSITES.

our websites do not work as intended, or if we are unable to upgrade the functionality of our websites as needed to keep up with

the rapid evolution of technology for content delivery, our websites may not operate properly, which could harm our business.

Additionally, software product design, development and enhancement involve creativity, expense and the use of new development

tools and learning processes.

in software development processes are common, as are project failures, and either factor could harm our business.

bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding

domain names.

As a result, we might not be able to maintain our domain names or obtain comparable domain names, which could harm our

We also rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights.

Our success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing

on the proprietary rights of others.

Despite these measures, any of our intellectual property rights could be challenged, invalidated,

circumvented or misappropriated.

Others may independently discover our trade secrets and proprietary information, and in such cases,

we could not assert any trade secret rights against such parties.

Costly and time-consuming litigation could be necessary to enforce

and determine the scope of our intellectual property rights.

Therefore, in certain jurisdictions, we may be unable to protect our technology

and designs adequately against unauthorized third-party use, which could adversely affect our ability to compete.

AND IMPLEMENTING NEW AND UPDATED APPLICATIONS, FEATURES AND SERVICES FOR OUR WEBSITES MAY BE MORE DIFFICULT THAN EXPECTED, MAY TAKE LONGER

AND COST MORE THAN EXPECTED AND MAY NOT RESULT IN SUFFICIENT INCREASES IN REVENUE TO JUSTIFY THE COSTS.

and retaining users of our websites requires us to continue to provide quality, targeted content and to continue to develop new and updated

applications, features and services for our websites.

If we are unable to do so on a timely basis or if we are unable to implement new

applications, features and services without disruption to our existing ones, our ability to continue to expand our website traffic will

be in jeopardy.

The costs of development of these enhancements may negatively impact our ability to achieve profitability.

be no assurance that the revenue opportunities from expanded website content, or updated technologies, applications, features or services

will justify the amounts ultimately spent by us.

WE ARE UNABLE TO OBTAIN OR MAINTAIN KEY WEBSITE ADDRESSES, OUR ABILITY TO OPERATE AND GROW OUR BUSINESS MAY BE IMPAIRED.

website addresses, or domain names, are critical to our business.

We currently own more than 25 domain names.

However, the regulation

of domain names is subject to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar

to ours, that infringe our trademarks or that otherwise decrease the value of our brands.

If we are unable to obtain or maintain key

domain names for the various areas of our business, our ability to operate and grow our business may be impaired.

TECHNOLOGY DEVELOPMENT EFFORTS MAY NOT BE SUCCESSFUL IN IMPROVING THE FUNCTIONALITY OF OUR NETWORK, WHICH COULD RESULT IN REDUCED TRAFFIC

ON OUR WEBSITES.

our websites do not work as intended, or if we are unable to upgrade the functionality of our websites as needed to keep up with the

rapid evolution of technology for content delivery, our websites may not operate properly, which could harm our business.

Additionally,

software product design, development and enhancement involve creativity, expense and the use of new development tools and learning processes.

Delays in software development processes are common, as are project failures, and either factor could harm our business.

ABILITY TO DELIVER OUR CONTENT DEPENDS UPON THE QUALITY, AVAILABILITY, POLICIES AND PRICES OF CERTAIN THIRD-PARTY SERVICE PROVIDERS.

rely on third parties to provide website hosting services.

In certain instances, we rely on a single service provider for some

of these services.

In the event the provider were to terminate our relationship or stop providing these services, our ability

to operate our websites could be impaired.

In certain instances, we rely on a single service provider for some of these

In the event the providers were to terminate our relationship or stop providing these services, our ability to operate our

websites could be impaired.

Our ability to address or mitigate these risks may be limited.

The failure of all or

part of our website hosting services could result in a loss of access to our websites which would harm our results of operations.

MAY BE HELD LIABLE FOR CONTENT, BLOGS OR THIRD PARTY LINKS ON OUR WEBSITE OR CONTENT DISTRIBUTED TO THIRD PARTIES.

a publisher and distributor of content over the internet, including blogs which appear on our websites and links to third-party

websites that may be accessible through our websites, or content that includes links or references to a third-party’s website,

we face potential liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on

the nature, content or ownership of the material that is published on or distributed from our websites.

These types of claims

have been brought, sometimes successfully, against online services, websites and print publications in the past.

may be based on errors or false or misleading information provided on linked websites, including information deemed to constitute

professional advice such as legal, medical, financial or investment advice.

Other claims may be based on links to sexually explicit

Although we carry general liability insurance, our insurance may not be adequate to indemnify us for all liabilities

Any liability that is not covered by our insurance or is in excess of our insurance coverage could severely harm our

financial condition and business.

Implementing measures to reduce our exposure to these forms of liability may require us to spend

substantial resources and limit the attractiveness of our websites to users.

MANAGEMENT MAY BE UNABLE TO EFFECTIVELY INTEGRATE OUR ACQUISITIONS AND TO MANAGE OUR GROWTH AND WE MAY BE UNABLE TO FULLY REALIZE

ANY ANTICIPATED BENEFITS OF THESE ACQUISITIONS.

are subject to various risks associated with our growth strategy, including the risk that we will be unable to identify and recruit

suitable acquisition candidates in the future or to integrate and manage the acquired companies.

The failure of all or part of our website

hosting services could result in a loss of access to our websites which would harm our results of operations.

MAY BE HELD LIABLE FOR CONTENT, BLOGS OR THIRD PARTY LINKS ON OUR WEBSITE OR CONTENT DISTRIBUTED TO THIRD PARTIES AND OUR GENERAL LIABILITY

INSURANCE MAY NOT BE ADEQUATE TO COMPENSATE US FOR ALL LIABILITIES TO WHICH WE ARE EXPOSED.

a publisher and distributor of content over the internet, including blogs which appear on our websites and links to third-party websites

that may be accessible through our websites, or content that includes links or references to a third-party’s website, we face potential

liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature, content or ownership

of the material that is published on or distributed from our websites.

These types of claims have been brought, sometimes successfully,

against online services, websites and print publications in the past.

Other claims may be based on errors or false or misleading information

provided on linked websites, including information deemed to constitute professional advice such as legal, medical, financial or investment

Other claims may be based on links to sexually explicit websites.

Although we carry general liability insurance, our insurance

may not be adequate to indemnify us for all liabilities imposed.

Any liability that is not covered by our insurance or is in excess of

our insurance coverage could severely harm our financial condition and business.

Implementing measures to reduce our exposure to these

forms of liability may require us to spend substantial resources and limit the attractiveness of our websites to users.

MANAGEMENT MAY BE UNABLE TO EFFECTIVELY INTEGRATE OUR ACQUISITIONS AND TO MANAGE OUR GROWTH AND WE MAY BE UNABLE TO FULLY REALIZE ANY

ANTICIPATED BENEFITS OF THESE ACQUISITIONS.

are subject to various risks associated with our growth strategy, including the risk that we will be unable to identify and recruit suitable

acquisition candidates in the future or to integrate and manage the acquired companies.

Acquired companies’

the geographical location, business models and business cultures will be different from ours in many respects.

Successful integration

of these acquisitions is subject to a number of challenges, including:

histories, the geographical

location, business models and business cultures will be different from ours in many respects.

Successful integration of these acquisitions

is subject to a number of challenges, including:

diversion of management time and resources and the potential disruption of our ongoing business;

● difficulties

in maintaining uniform standards, controls, procedures and policies;

costs and time associated with upgrading both the internal accounting systems as well as educating each of their staff as

to the proper methods of collecting and recording financial data;

costs and time associated with upgrading both the internal accounting systems as well as

educating each of their staff as to the proper methods of collecting and recording financial

unknown liabilities associated with acquired businesses;

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difficulty of retaining and recruiting key personnel and maintaining employee morale.

can be no assurance that our efforts to integrate the operations of any acquired assets or companies will be successful, that

we can manage our growth or that the anticipated benefits of these proposed acquisitions will be fully realized.

DEPEND ON THE SERVICES OF OUR CHIEF EXECUTIVE OFFICER AND OUR CHIEF OPERATING OFFICER OF OUR BRIGHT MOUNTAIN, LLC DIVISION.

LOSS OF EITHER OF THEIR SERVICES COULD HARM OUR ABILITY TO OPERATE OUR BUSINESS IN FUTURE PERIODS.

can be no assurance that our efforts to integrate the operations of any acquired assets or companies will be successful, that we can

manage our growth or that the anticipated benefits of these proposed acquisitions will be fully realized.

DEPEND ON THE SERVICE OF OUR CHAIRMAN OF THE BOARD.

THE LOSS OF HIS SERVICE COULD HURT OUR ABILITY TO OPERATE OUR BUSINESS IN FUTURE

success largely depends on the efforts, reputation and abilities of W.

Kip Speyer, our Chief Executive Officer, and Todd F.

Chief Operating Officer of our Bright Mountain, LLC division.

While we are a party to an employment agreement with Mr.

and do not expect to lose his services in the foreseeable future, the loss of the services of Mr.

Kip Speyer could materially

harm our business and operations in future periods.

We are not a party to an employment agreement with Mr.

Todd Speyer, his son.

While we do not expect to lose the services of Mr.

Todd Speyer in the foreseeable future, if he should choose to leave our company

our business and operations could be harmed until such time as we were able to engage a suitable replacement for him.

Kip Speyer, our Chairman of the Board.

While we are a party to

an employment agreement with Mr.

Speyer and do not expect to lose his services in the foreseeable future, the loss of the services of

Speyer could materially harm our business and operations in future periods.

MUST HIRE, INTEGRATE AND/OR RETAIN QUALIFIED PERSONNEL TO SUPPORT OUR EXPECTED BUSINESS EXPANSION.

success also depends on our ability to attract, train and retain qualified personnel.

In addition, because our users must perceive

the content of our websites as having been created by credible and notable sources, our success also depends on the name recognition

and reputation of our editorial staff.

Competition for qualified personnel is intense and we may experience difficulty in hiring

and retaining highly skilled employees with appropriate qualifications.

If we fail to attract and retain qualified personnel,

our business will suffer, and we may be unable to timely meet our reporting obligations under Federal securities laws.

DELIVER ADVERTISEMENTS TO USERS FROM THIRD-PARTY AD NETWORKS WHICH EXPOSES OUR USERS TO CONTENT AND FUNCTIONALITY OVER WHICH WE

DO NOT HAVE ULTIMATE CONTROL.

display pay-per-click, banner, cost per acquisition “CPM”, direct, and other forms of advertisements to users that

come from third-party ad networks.

We do not control the content and functionality of such third-party advertisements and, while

we provide guidelines as to what types of advertisements are acceptable, there can be no assurance that such advertisements will

not contain content or functionality that is harmful to users.

Our inability to monitor and control what types of advertisements

get displayed to users could have a material adverse effect on our business, financial condition, and results of operations.

In addition, because our users must perceive the

content of our websites as having been created by credible and notable sources, our success also depends on the name recognition and

reputation of our editorial staff.

Competition for qualified personnel is intense and we may experience difficulty in hiring and retaining

highly skilled employees with appropriate qualifications.

If we fail to attract and retain qualified personnel, our business will suffer,

and we may be unable to timely meet our reporting obligations under Federal securities laws.

DELIVER ADVERTISEMENTS TO USERS FROM THIRD-PARTY ADVERTISING SERVICES WHICH EXPOSES OUR USERS TO CONTENT AND FUNCTIONALITY OVER WHICH

WE DO NOT HAVE ULTIMATE CONTROL.

display pay-per-click, banner, cost per acquisition “CPM”, direct, and other forms of advertisements to users that come from

third-party Advertising Services.

We do not control the content and functionality of such third-party advertisements and, while we provide

guidelines as to what types of advertisements are acceptable, there can be no assurance that such advertisements will not contain content

or functionality that is harmful to users.

Our inability to monitor and control what types of advertisements get displayed to users could

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

SERVICES MAY BE INTERRUPTED IF WE EXPERIENCE PROBLEMS WITH OUR NETWORK INFRASTRUCTURE.

performance of our network infrastructure is critical to our business and reputation.

Because our services are delivered solely

through the internet, our network infrastructure could be disrupted by a number of factors, including, but not limited to:

Because our services are delivered solely through

the internet, our network infrastructure could be disrupted by a number of factors, including, but not limited to:

increases in usage of our services;

viruses and other security issues;

● interruption

or other loss of connectivity provided by third-party internet service providers;

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failures or other hardware problems.

our services were to be interrupted, it could cause loss of users, customers, and business partners, which could have a material

our services were to be interrupted, it could cause loss of users, customers, and business partners, which could have a material adverse.

SYSTEMS MAY FAIL DUE TO NATURAL DISASTERS, TELECOMMUNICATIONS FAILURES AND OTHER EVENTS, ANY OF WHICH WOULD LIMIT USER TRAFFIC.

websites are hosted by third party providers.

Any disruption of the computing platform at these third party providers could result

in a service outage.

Any disruption of the computing platform at these third party providers could result in

a service outage.

Fire, floods, earthquakes, power loss, telecommunications failures, break-ins, supplier failure to meet commitments,

and similar events could damage these systems and cause interruptions in the hosting of our websites.

Computer viruses, electronic

break-ins or other similar disruptive problems could cause users to stop visiting our website and could cause advertisers to terminate

any agreements with us.

In addition, we could lose advertising revenues during these interruptions and user satisfaction could

be negatively impacted if the service is slow or unavailable.

Computer viruses, electronic break-ins

or other similar disruptive problems could cause users to stop visiting our website and could cause advertisers to terminate any agreements

In addition, we could lose advertising revenues during these interruptions and user satisfaction could be negatively impacted

if the service is slow or unavailable.

If any of these circumstances occurred, our business could be harmed.

Our insurance policies may not adequately compensate us for losses that may occur due to any failures of or interruptions in our

We do not presently have a formal disaster recovery plan.

Our insurance policies may

not adequately compensate us for losses that may occur due to any failures of or interruptions in our systems.

We do not presently have

a formal disaster recovery plan.

websites must accommodate high volumes of traffic and deliver frequently updated information.

While we have not experienced any

systems failures to date, it is possible that we may experience systems failures in the future and that such failures could harm

our business.

In addition, our users depend on internet service providers, online service providers and other website operators

for access to our websites.

Many of these providers and operators have experienced significant outages in the past, and could

experience outages, delays and other difficulties due to system failures unrelated to our systems.

Any of these system failures

could harm our business.

While we have not experienced any systems

failures to date, it is possible that we may experience systems failures in the future and that such failures could harm our business.

In addition, our users depend on internet service providers, online service providers and other website operators for access to our websites.

Many of these providers and operators have experienced significant outages in the past, and could experience outages, delays and other

difficulties due to system failures unrelated to our systems.

Any of these system failures could harm our business.

ARE UNABLE TO PREDICT THE IMPACT OF COVID-19 ON OUR BUSINESS.

our company operates in the digital advertising industry, unlike a brick and mortar-based company, predicting the impact of the

coronavirus pandemic on our company is difficult at this early stage in the viruses US expansion.

Thus far, we have experienced

a pause in marketing campaigns by a limited number of clients and a potential impact from a number of suppliers.

Our office in

Hertsliya, Israel is closed due to the stay at home order in place for Israeli residents.

We closed our office in Boca Raton,

Florida and Atlanta, Georgia and have issued a work from home policy to protect our employees and their families from potential

virus transmission among co- workers.

Generally, marketing budgets tend to decline in times of a recession.

We have started to

curtail expenses, including travel and we have issued a work from home policy to protect our employees and their families from

virus transmission associated with co-workers.

We are beginning to experience interruptions in our daily operations, including

financial reporting process, as a result of these policies.

our company operates in the digital advertising industry, unlike a brick and mortar-based company, predicting the impact of the coronavirus

pandemic on our company is difficult at this stage in the viruses US expansion.

Thus far, we have experienced a pause in marketing campaigns

by a limited number of clients and a potential impact from a number of suppliers.

We have issued a work from home policy to protect our

employees and their families from potential virus transmission among co-workers, but have returned to our Corporate offices in Boca Raton,

FL since September 2020 while adhering to CDC and local/state recommendations.

Generally, marketing budgets tend to decline in times

of a recession.

We have started to curtail expenses, including travel and we have issued a work from home policy to protect our employees

and their families from virus transmission associated with co-workers.

We are beginning to experience interruptions in our daily operations,

including financial reporting process, as a result of these policies.

We expect the revenue impact on our industry could vary dramatically

For example, we would expect to see less advertising demand from the travel, leisure and hospitality verticals and

more advertising demand in the health, technology, insurance and pharmaceutical verticals.

We also maintain long-standing relationships

with Yahoo!, Google and others that provide access to hundreds of thousands of advertisers from which most of our Real Time Bidding

and digital publishing revenue originates.

Any adverse impact on the operations of those companies would have a correspondingly

adverse impact on our revenues in future periods.

We will continue to assess the impact of the COVID-19 pandemic on our company,

however, at this time we are unable to predict all possible impacts on our company, our operations and our revenues.

Should revenues

turn downwards both quickly and dramatically, we would not be in a strong position to offset equally as quickly with expenses.

For example, we would expect to see less advertising demand from the travel, leisure and hospitality verticals and more

advertising demand in the health, technology, insurance, and pharmaceutical verticals.

We also maintain long-standing relationships with

Yahoo!, Google and others that provide access to hundreds of thousands of advertisers from which most of our Real Time Bidding and digital

publishing revenue originates.

Any adverse impact on the operations of those companies would have a correspondingly adverse impact on

our revenues in future periods.

We will continue to assess the impact of the COVID-19 pandemic on our company, however, at this time

we are unable to predict all possible impacts on our company, our operations, and our revenues.

Should revenues turn downwards both quickly

and dramatically, we would not be in a strong position to offset equally as quickly with expenses.

CONCERNS COULD IMPAIR OUR BUSINESS.

have a policy against using personally identifiable information obtained from users of our websites without the user’s permission.

In the past, the Federal Trade Commission has investigated companies that have used personally identifiable information without

permission or in violation of a stated privacy policy.

If we use personal information without permission or in violation of our

policy, we may face potential liability for invasion of privacy for compiling and providing information to our corporate customers

and electronic commerce merchants.

In addition, legislative or regulatory requirements may heighten these concerns if businesses

must notify internet users that the data may be used by marketing entities to direct product promotion and advertising to the

Other countries and political entities, such as the European Union, have adopted such legislation or regulatory requirements.

The United States may adopt similar legislation or regulatory requirements in the future.

If consumer privacy concerns are not

adequately addressed, our business, financial condition and results of operations could be materially harmed.

ARE SUBJECT TO A NUMBER OF REGULATORY RISKS .

ANY FAILURE TO COMPLY

WITH THE VARIOUS REGULATIONS COULD ADVERSELY IMPACT OUR BUSINESS.

are subject to a number of domestic and, to the extent our operations are conducted outside the U.S., foreign laws and regulations

that affect companies conducting business on the internet and through other electronic means, many of which are still evolving

and could be interpreted in ways that could harm our business.

and foreign regulations and laws potentially affecting our

business are evolving frequently.

We currently have not developed our internal compliance program nor do we have policies in place

to monitor compliance.

In the past, the Federal Trade Commission has investigated companies that have used personally identifiable information without permission

or in violation of a stated privacy policy.

If we use personal information without permission or in violation of our policy, we may face

potential liability for invasion of privacy for compiling and providing information to our corporate customers and electronic commerce

In addition, legislative or regulatory requirements may heighten these concerns if businesses must notify internet users that

the data may be used by marketing entities to direct product promotion and advertising to the user.

Other countries and political entities,

such as the European Union, have adopted such legislation or regulatory requirements.

The United States may adopt similar legislation

or regulatory requirements in the future.

If consumer privacy concerns are not adequately addressed, our business, financial condition

and results of operations could be materially harmed.

ARE SUBJECT TO A NUMBER OF REGULATORY RISKS, ANY FAILURE TO COMPLY WITH THE VARIOUS REGULATIONS COULD ADVERSELY IMPACT OUR BUSINESS.

are subject to a number of domestic and, to the extent our operations are conducted outside the United States, foreign laws and regulations

that affect companies conducting business on the internet and through other electronic means, many of which are still evolving and could

be interpreted in ways that could harm our business.

United States and foreign regulations and laws potentially affecting our business

are evolving frequently.

We currently have not developed our internal compliance program, nor do we have policies in place to monitor

Instead, we rely on the policies of our publishing partners.

If we are unable to identify all regulations

to which our business is subject and implement effective means of compliance, we could be subject to enforcement actions, lawsuits

and penalties, including but not limited to fines and other monetary liability or injunction that could prevent us from operating

our business or certain aspects of our business.

In addition, compliance with the regulations to which we are subject now or in

the future may require changes to our products or services, restrict or impose additional costs upon the conduct of our business

or cause users to abandon material aspects of our services.

Any such action could have a material adverse effect on our business,

results of operations and financial condition.

If we are unable to identify all regulations to which our business

is subject and implement effective means of compliance, we could be subject to enforcement actions, lawsuits and penalties, including

but not limited to fines and other monetary liability or injunction that could prevent us from operating our business or certain aspects

of our business.

In addition, compliance with the regulations to which we are subject now or in the future may require changes to our

products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects

of our services.

Any such action could have a material adverse effect on our business, results of operations and financial condition.

IS BOTH COSTLY AND TIME-CONSUMING AND THERE IS NO CERTAINTY OF A FAVORABLE RESULT.

are presently involved in litigation which is described in Item 3 of this report.

This litigation is both costly and time consuming

and has resulted in the diversion of management time and resources.

While we believe that all or a portion of our costs are covered

by insurance, there are no assurances that they are covered nor are there assurances that we will prevail in the litigation.

are presently involved in litigation which is described elsewhere in this filing.

This litigation is both costly and time consuming and

has resulted in the diversion of management time and resources.

While we believe that all or a portion of our costs are covered by insurance,

there are no assurances that they are covered nor are there assurances that we will prevail in the litigation.

RELATING TO OUR INDEBTEDNESS

secured indebtedness may limit our ability to operate our business.

of December 31, 2020, we had $19,008,440 and as of December 31, 2019 we had $165,163 of outstanding secured indebtedness under our outstanding

credit facilities.

The instruments governing our existing secured indebtedness may inhibit our ability to incur additional debt equity

and require significant payments from the proceeds of any debt or equity sale without consent of the lender.

In addition, we have additional

covenants and obligations under the secured indebtedness which may limit our ability to operate our business.

Our ability to repay the

indebtedness may require us to dedicate a substantial portion of our cash flow for operations to payment of debt service and principal

thereby reducing funds available to implement our business strategy.

Our level of indebtedness could also provide limits in our ability

to adjust to changing market conditions and vulnerability in the event of a downturn in economic conditions in the businesses in which

we operate, and impair our ability to obtain additional financing for our business strategy.

If we are unable to meet our obligations

under the secured indebtedness, the lender may call a default and our business could be foreclosed upon or otherwise transferred.

Between May 26, 2021

and November 5, 2021, the Company and certain of its subsidiaries entered into five amendments to the Amended and Restated Senior Secured

Credit Agreement between itself and Centre Lane Partners Master Credit Fund II, L.P.

(“Centre Lane Partners”).

and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral

Agent dated June 5, 2020, as amended (the “Credit Agreement”).

The Credit Agreement was amended to provide for an additional

loan amount of $4.625 million, in the aggregate.

Pursuant to the terms of the Credit Agreement, the term loan is due and payable on or

before February 15, 2022.

In addition, and as part of the transaction, there is an Exit Fee (“the Exit Fee”) totaling $2.712

million which will be added and capitalized to the principal amount of the original loan and the original loan terms apply.

the Company has issued 12.5 million common shares to Centre Lane Partners as part of these transactions.

RELATED TO THE OWNERSHIP OF OUR SECURITIES

Company’s economic performance has raised substantial doubts about our ability to continue as a going concern.

consolidated financial statements have been prepared assuming we will continue as a going concern.

We have experienced substantial and

recurring losses from operations, which losses have caused an accumulated deficit of $93,932,080 at December 31, 2020.

These factors,

among others, raise substantial doubt about our ability to continue as a going concern.

Our consolidated financial statements do not

include any adjustments that might result from the outcome of this uncertainty

have material weaknesses in our disclosure controls and our internal control over financial reporting.

IF WE FAIL TO REMEDIATE

ANY MATERIAL WEAKNESSES OR IF WE FAIL TO ESTABLISH AND MAINTAIN EFFECTIVE CONTROL OVER FINANCIAL REPORTING, OUR ABILITY TO ACCURATELY

AND TIMELY REPORT OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED.

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements in accordance with GAAP.

A material weakness is a deficiency, or a combination of

deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of annual or interim financial statements will not be prevented or detected on a timely basis.

Historically we have reported material

weaknesses in our disclosure controls and internal control over financial reporting.

These material weaknesses resulted in our

failure to timely file our Quarterly Report on Form 10-Q.

As required by the rules and regulations of the SEC, our management

assessed the effectiveness of our internal control over financial reporting as of December 31, 2019.

Based on this assessment,

and as described later in this report, our management concluded that as of December 31, 2019, our internal control over financial

reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with GAAP as a result of material weaknesses.

These continuing material

weaknesses in our internal control over financial reporting also resulted in a material weakness in our disclosure controls.

we have added a certified public accountant to our finance department, our failure to remediate the material weaknesses or the

identification of additional material weaknesses in the future could adversely affect our ability to report financial information,

including our filing of quarterly or annual reports with the SEC on a timely and accurate basis.

Moreover, our failure to remediate

the material weaknesses identified above or the identification of additional material weaknesses could prohibit us from producing

timely and accurate financial statements, which may adversely affect the market price of shares of our common stock.

appearing later in this report.

AMOUNT OF WORKING CAPITAL WE HAVE AVAILABLE COULD BE ADVERSELY IMPACTED BY THE AMOUNT OF CASH DIVIDENDS WE PAY AFFILATES.

May 14, 2020, we have outstanding two series of preferred stock which pays cash dividends which are owned by Mr.

our CEO, and Mr.

If we fail to remediate any material

weaknesses or if we fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report

our financial results could be adversely affected.

management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”).

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements in accordance with United States generally accepted accounting principles (“GAAP”).

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Historically, we have reported

material weaknesses in our disclosure controls and internal control over financial reporting.

These material weaknesses have resulted

in our failure to timely file certain periodic reports as required by SEC rules and regulations.

failure to remediate the material weaknesses or the identification of additional material weaknesses in the future could adversely affect

our ability to report financial information, including our filing of quarterly or annual reports with the SEC on a timely and accurate

Moreover, our failure to remediate the material weaknesses identified above or the identification of additional material weaknesses

could prohibit us from producing timely and accurate financial statements, which may adversely affect the market price of shares of our

common stock.

The Company is committed to resolving the material weaknesses by enhancing its accounting and finance department, implementing

a new organization wide ERP system with an inherent robust control structure, and utilizing external expertise related to all aspects

of internal control environments.

is a Limited Public Market For our Common Stock.

shares of Common Stock are currently quoted for trading on the OTC Expert Market.

There is a limited trading market for our shares of

common stock and a robust trading market for our securities may not develop in the foreseeable future.

If no market develops, it may

be difficult or impossible for you to sell your shares if you should desire to do so.

There is extremely limited and sporadic trading

of our common stock and no assurance can be given, when, if ever, an active trading market will develop or, if developed, that it will

be sustained.

amount of working capital we have available could be adversely impacted by the amount of cash dividends we pay affiliates.

February 22, 2021, we had three series of preferred stock outstanding that pay cash dividends and are owned by Mr.

Kip Speyer, our

Chairman of the Board, and Mr.

Richard Rogers, a former member of our board of directors.

During 2019 we paid cash dividends of $185,931 to

these affiliates.

During 2020, we paid cash dividends of $63,316

to these affiliates.

These dividend amounts are in addition to the $8,136 interest payments made to Mr.

Speyer under the terms of convertible

promissory notes which were exchanged for one of the series of outstanding preferred stock in November 2019.

During 2019, we paid cash

dividends of $185,931 to these affiliates.

These dividend amounts are in addition to the $8,862 of interest payments we made to Mr.

Speyer under the terms

of convertible promissory notes which were exchanged for one of the series of outstanding preferred stock in November 2019.

payment of these cash dividends and interest payments reduces the amount of capital we have available to devote to the growth

under the terms of convertible promissory notes which were exchanged for one of the series of outstanding preferred stock in November

The payment of these cash dividends and interest payments reduces the amount of capital we have available to devote to the growth

of our company.

For additional information on these series of preferred stock please see Note 14 to the notes to our audited consolidated

financial statements appearing later in this report.

HAVE OUTSTANDING PREFERRED STOCK, CONVERTIBLE NOTES, OPTIONS AND WARRANTS TO PURCHASE APPROXIMATELY 43% OF OUR CURRENTLY OUTSTANDING

COMMON STOCK.

May 14, 2020 we had 108,576,295 shares of our common stock outstanding together with outstanding preferred stock, convertible

notes, options and warrants to purchase an aggregate of 33,173,464 shares of common stock.

The automatic conversion of the various

series of preferred stock and the possible exercise of the warrants and/or options on a cash basis will increase by approximately

30.8% the number of shares of our outstanding common stock, which will have a dilutive effect on our existing shareholders.

OF OUR OUTSTANDING WARRANTS CONTAIN CASHLESS EXERCISE PROVISIONS WHICH MEANS WE WILL NOT RECEIVE ANY CASH PROCEEDS UPON THEIR

May 14, 2020 we had common stock warrants outstanding to purchase an aggregate of 24,203,360 shares of our common stock with an

exercise price ranging from $0.50 to $1.00 per share, of which 1,500,000 warrants exercisable at $0.65 per share which are held

by Spartan Capital are exercisable on a cashless basis.

This means that the holder, rather than paying the exercise price in cash,

may surrender a number of warrants equal to the exercise price of the warrants being exercised.

financial statements.

have outstanding preferred stock, convertible notes, options and warrants to purchase approximately 39% of our outstanding common

December 31, 2020, we had 117,336,975 shares of our common stock and 8,044,017 preferred stock outstanding.

Options, preferred

stock and warrants to purchase an aggregate of 45,267,560 shares of common stock are outstanding.

At December 31, 2019 we had 100,782,956

shares of our common stock and 8,044,017 preferred stock outstanding.

Options, preferred stock and warrants to purchase an aggregate

of 35,513,862 shares of common stock are outstanding.

The conversion or possible exercise of the warrants and/or options, will increase

the total outstanding shares by approximately 39% at December 31, 2020 and 35% at December 31, 2019, which will have a dilutive

effect on our existing shareholders.

OF OUR OUTSTANDING WARRANTS CONTAIN CASHLESS EXERCISE PROVISIONS WHICH MEANS WE WILL NOT RECEIVE ANY CASH PROCEEDS UPON THEIR EXERCISE.

December 31, 2020, we had common stock warrants outstanding to purchase an aggregate of up to 35,848,316 shares of our common stock with

an exercise price range between $0.65 and $1.00 per share.

During 2020, a total of 2,027,003 warrants were exercised in a cashless transaction

with exercise prices of $0.65 and $1.00 per share.

A balance of 512,867 warrants remain exercisable at $0.65 per share, which are held

by Spartan Capital employees and are exercisable on a cashless basis.

This means that the holder, rather than paying the exercise price

in cash, may surrender a number of warrants equal to the exercise price of the warrants being exercised.

It is possible that the warrant

holders will use the cashless exercise feature.

In that event, it will deprive us of approximately $975,000 of additional capital

which might otherwise be obtained if the warrants were exercised on a cash basis.

PROVISIONS OF OUR CHARTER DOCUMENTS AND FLORIDA LAW MAY HAVE ANTI-TAKEOVER EFFECTS THAT COULD DISCOURAGE AN ACQUISITION OF US

BY OTHERS, EVEN IF AN ACQUISITION WOULD BE BENEFICIAL TO OUR SHAREHOLDERS AND MAY PREVENT ATTEMPTS BY OUR SHAREHOLDERS TO REPLACE

If all warrants are issued using the cashless exercise option, it will deprive us of

approximately $333,364 of additional capital that might otherwise be obtained if the warrants were exercised on a cash basis.

PROVISIONS OF OUR CHARTER DOCUMENTS AND FLORIDA LAW MAY HAVE ANTI-TAKEOVER EFFECTS THAT COULD DISCOURAGE AN ACQUISITION OF US BY OTHERS,

EVEN IF AN ACQUISITION WOULD BE BENEFICIAL TO OUR SHAREHOLDERS AND MAY PREVENT ATTEMPTS BY OUR SHAREHOLDERS TO REPLACE OR REMOVE OUR

CURRENT MANAGEMENT.

in our amended and restated articles of incorporation and amended and restated bylaws, as well as provisions of Florida law, could make

it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our shareholders,

or remove our current management.

in our amended and restated articles of incorporation and amended and restated bylaws, as well as provisions of Florida law, could

make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our

shareholders, or remove our current management.

These include provisions that:

our board of directors to issue up to 20,000,000 shares of preferred stock, with any rights, preferences and privileges as

they may designate;

that all vacancies on our board of directors, including as a result of newly created directorships, may, except as otherwise

required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as

directors at a meeting of shareholders must provide advance notice in writing, and also satisfy requirements as to the form

and content of a shareholder’s notice;

provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to

vote in any election of directors to elect all of the directors standing for election;

that special meetings of our shareholders may be called only by the board of directors or by the holders of at least 40% of

our securities entitled to notice of and to vote at such meetings.

provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it

more difficult for shareholders to replace members of our board of directors, who are responsible for appointing the members of

our management.

Section 607.0902 of the Florida Business Corporation Act provides provisions which may discourage, delay or prevent

someone from acquiring us or merging with us whether or not it is desired by or beneficial to our shareholders.

As permitted under

Florida law, we have elected not to be governed by this statute.

Any provision of our amended and restated articles of incorporation,

amended and restated bylaws or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity

for our shareholders to receive a premium for their shares of common stock or warrants, and could also affect the price that some

investors are willing to pay for our shares of common stock or warrants.

COMPANY HAS A CONCENTRATION OF STOCK OWNERSHIP AND CONTROL, WHICH MAY HAVE THE EFFECT OF DELAYING, PREVENTING, OR DETERRING A

CHANGE OF CONTROL.

our board of directors to issue up to 20,000,000 shares of preferred stock, with any rights,

preferences and privileges as they may designate;

that all vacancies on our board of directors, including as a result of newly created directorships,

may, except as otherwise required by law, be filled by the affirmative vote of a majority

of directors then in office, even if less than a quorum;

that shareholders seeking to present proposals before a meeting of shareholders or to nominate

candidates for election as directors at a meeting of shareholders must provide advance notice

in writing, and also satisfy requirements as to the form and content of a shareholder’s

provide for cumulative voting rights, thereby allowing the holders of a majority of the shares

of common stock entitled to vote in any election of directors to elect all of the directors

standing for election;

that special meetings of our shareholders may be called only by the board of directors or

by the holders of at least 40% of our securities entitled to notice of and to vote at such

provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult

for shareholders to replace members of our board of directors, who are responsible for appointing the members of our management.

607.0902 of the Florida Business Corporation Act provides provisions which may discourage, delay or prevent someone from acquiring us

or merging with us whether or not it is desired by or beneficial to our shareholders.

As permitted under Florida law, we have elected

not to be governed by this statute.

Any provision of our amended and restated articles of incorporation, amended and restated bylaws

or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive

a premium for their shares of common stock or warrants, and could also affect the price that some investors are willing to pay for our

shares of common stock or warrants.

COMPANY HAS A CONCENTRATION OF STOCK OWNERSHIP AND CONTROL, WHICH MAY HAVE THE EFFECT OF DELAYING, PREVENTING OR DETERRING A CHANGE OF

common stock ownership is highly concentrated.

As of May 14, 2020, Mr.

Kip Speyer, our Chief Executive Officer and Chairman

of the Board, together with members of our board of directors and a principal shareholder, beneficially owns approximately 28.9%

of our total outstanding shares of common stock.

As of December 31, 2020, Mr.

Kip Speyer, our Chairman of the Board, together with members

of our board of directors and a principal shareholder, beneficially owns approximately 26.4% of our total outstanding shares of

common and preferred stock.

As a result of the concentrated ownership of the stock, Mr.

Speyer and our Board

may be able to control all matters requiring shareholder approval, including the election of directors and approval of mergers

and other significant corporate transactions.

This concentration of ownership may have the effect of delaying, preventing or deterring

a change in control of our company.

It could also deprive our shareholders of an opportunity to receive a premium for their shares

as part of a sale of our company and it may affect the market price of our common stock.

DO NOT KNOW WHETHER AN ACTIVE, LIQUID AND ORDERLY TRADING MARKET WILL DEVELOP FOR OUR COMMON STOCK AND AS A RESULT IT MAY BE DIFFICULT

FOR YOU TO SELL YOUR SHARES OF OUR COMMON STOCK.

common stock is quoted on the OTCQB Tier of the OTC Markets and is thinly traded.

An active trading market in our common stock

may never develop or, if developed, sustained.

The lack of an active market may impair your ability to sell your shares at the

time you wish to sell them or at a price that you consider reasonable.

The lack of an active market may also reduce the fair market

value of your shares.

Further, an inactive market may also impair our ability to raise capital by selling shares of our common

stock and may impair our ability to enter into business combinations with other companies by using our shares of common stock

as consideration.

The market price of our common stock may be volatile, and you could lose all or part of your investment.

see Part II Item 5 for discussion on common stock dividends.

Speyer and our board of directors may be able

to control all matters requiring shareholder approval, including the election of directors and approval of mergers and other significant

corporate transactions.

This concentration of ownership may have the effect of delaying, preventing or deterring a change in control

of our company.

It could also deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our

company and it may affect the market price of our common stock.

DO NOT ANTICIPATE PAYING ANY CASH DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE FUTURE AND, AS SUCH, CAPITAL APPRECIATION, IF ANY,

OF OUR COMMON STOCK WILL BE YOUR SOLE SOURCE OF GAIN FOR THE FORESEEABLE FUTURE.

do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We currently intend to retain all available

funds and any future earnings to fund the development and growth of our business.

In addition, and any future loan arrangements we enter

into may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

to our Amended and Restated Articles of Incorporation, the aggregate number of shares of capital stock which we are authorized to issue

is 344,000,000 shares, of which 324,000,000 shares are common stock, and 20,000,000 shares are “blank check”

preferred stock

with such designations, rights and preferences as may be determined from time to time by our board of directors.

Our board of directors

is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting

or other rights which could dilute the interest of, or impair the voting power of, our common stockholders.

As of the date of this prospectus,

we have 8,044,017 preferred stock outstanding.

are an “emerging growth company”

as that term is used in the JOBS Act, and we intend to continue to take advantage

of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our common stock being

less attractive to investors and adversely affect the market price of our common stock or make it more difficult to raise capital as

and when we need it.

are an “emerging growth company”

as that term is used in the JOBS Act, and we intend to continue to take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not to emerging growth companies

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved, and exemptions from any rules that the Public Company Accounting Oversight Board may adopt requiring mandatory

audit firm rotation or a supplement to the auditor’s report on the financial statements.

For as long as we qualify as an “emerging

growth company,”

we may elect not to provide you with certain information, including certain financial information and certain

information regarding compensation of our executive officers, that we would have otherwise been required to provide in filings we make

with the SEC, which may make it more difficult for investors and securities analysts to evaluate us.

cannot predict if investors will find our common stock less attractive because we will 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.

We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which in certain

circumstances could be for up to five years.

See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

of the exemptions from various reporting requirements provided to us as an “emerging growth company”, we may be less attractive

to investors and it may be difficult for us to raise additional capital as and when we need it.

Investors may be unable to compare our

business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies

in our industry.

If we are unable to raise additional capital as and when we need it, our business, results of operations, financial

condition and cash flows, and future prospects may be materially and adversely affected.

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