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Item 1A. Risk Factors

2023-06-06 compared with 2022-10-21 · 1264 added, 162 removed, 28 unchanged (98% of the section changed)

RISK FACTORS.

You should carefully consider the risks and

uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.

The occurrence of any of the following risks

could materially and adversely affect our business, financial condition, and operating result.

In this case, the trading price of our

common stock could decline, and you might lose all or part of your investment.

Risks Relating to Our Business, Strategy and Industry

We are a holding company and rely on distributions

and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.

We have no direct operations and derive all of

our cash flow from our subsidiaries.

Because we conduct our operations through our subsidiaries, we depend on those entities for payments

or distributions to meet our obligations.

The deterioration of the earnings from, or other available assets of, our subsidiaries for any

reason could limit or impair their ability to pay us.

An investment in our securities involves a

high degree of risk.

You should carefully read and consider all of the risks described below, together with all of the other information

contained or referred to in this report, before making an investment decision with respect to our securities.

If any of the following

events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.

In that event, the market price of our shares could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Structure

We have incurred losses since our inception,

and we may not be able to manage our business on a profitable basis.

We have generated losses since inception and have

relied on cash on hand, sales of securities, advances from stockholders and third-party and related party debt to support our operations.

For the year ended December 31, 2022, we had a net loss of $4,623,521.

Although revenue from our portfolio companies has increased since

2001, there is no guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any

time in the future.

Any such failure could result in the possible closure of our business or force us to seek additional capital through

loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you hold

and could result in the loss of your entire investment.

The report of our independent registered public

accounting firm included a “going concern” explanatory paragraph.

Although our audited financial statements for the year ended December

31, 2022 were prepared under the assumption that we would continue our operations as a going concern, the report of our independent registered

public accounting firm that accompanies our financial statements for the year ended December 31, 2022 contains an explanatory paragraph

relating to our ability to continue as a going concern due to the fact that we have sustained net loss since inception and have accumulated

and working capital deficits.

As of December 31, 2022, we had an accumulated deficit of $73.54 million and a working capital deficit

of approximately $3.14 million.

However, management believes, based on our operating

plan, that current working capital and current and expected additional financing is sufficient to fund operations and satisfy our obligations

as they come due for at least one year from the financial statement issuance date.

However, we do

believe additional funds are required to execute our business plan and our strategy of acquiring additional businesses.

The funds required

to execute our business plan will depend on the size, capital structure and purchase price consideration that the seller of a target business

deems acceptable in a given transaction.

The amount of funds needed to execute our business plan also depends on what portion of the purchase

price of a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of

our subsidiaries.

Given these factors, we believe that the amount of outside additional capital necessary to execute our business plan

on the low end (assuming target company sellers accept a significant portion of the purchase price in the form of seller notes or our

equity or equity in one of our subsidiaries) ranges between $2 million to $5 million.

If, and to the extent, that sellers are unwilling

to accept a significant portion of the purchase price in seller notes and equity, then the cash required to execute our business plan

could be as much as $10 million.

Although we do not believe that we will require

additional cash to continue our operations over the next twelve months, there are no assurances that we will be able to raise our revenues

to a level which supports profitable operations and provides sufficient funds to pay obligations in the future.

Our prior losses have

had, and will continue to have, an adverse effect on our financial condition.

In addition, continued operations and our ability to acquire

additional businesses may be dependent on our ability to obtain additional financing in the future, and there are no assurances that such

financing will be available to us at all or will be available in sufficient amounts or on reasonable terms.

Our financial statements do

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

If we are unable to generate additional funds in the

future through our operations, financings or from other sources or transactions, we will exhaust our resources and will be unable to continue

If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in our company.

The effect of the COVID-19 pandemic on our

operations has had, and is expected to continue to have, a negative effect on our business, financial condition, cash flows and results

of operations.

The COVID-19 pandemic continues to rapidly evolve.

The COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, our operations, and we have experienced

and expect to continue to experience unpredictable reductions in demand for certain of our services.

Due to the COVID-19 pandemic, client enrollment

at Platinum Tax has been at a slower pace than initially expected.

In addition, during 2022, Platinum Tax experienced reduced enrollment

due to governmental policy.

As a result, the performance of Platinum Tax was effected and the pandemic had a material adverse impact on

its market share growth plans and timelines.

Additionally, in accordance with recommendations from public health officials to mitigate

the spread of COVID-19, we have during periods of 2020 temporarily closed certain operations for several months.

All operations are now

open and functioning.

Our results will be adversely impacted by any new closures and other actions taken to contain or treat the impact

of COVID-19, and the extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted.

Furthermore, the global deterioration in economic

conditions, which may have an adverse impact on discretionary consumer spending or investing, could also impact our business and demand

for our services.

For instance, consumer spending and investing may be negatively impacted by general macroeconomic conditions, including

a rise in unemployment, and decreased consumer confidence resulting from the pandemic.

Our efforts to help mitigate the negative impact

of the outbreak on our business may not be effective, and we may be affected by a protracted economic downturn.

Furthermore, while many

governmental authorities around the world have and continue to enact legislation to address the impact of COVID-19, including measures

intended to mitigate some of the more severe anticipated economic effects of the virus, we may not benefit from such legislation, or such

legislation may prove to be ineffective in addressing COVID-19’s impact on our and our customer’s businesses and operations.

Even after the COVID-19 outbreak has subsided, we may continue to experience impacts to our business as a result of COVID-19’s global

economic impact and any recession that has occurred or may occur in the future.

Further, as the COVID-19 situation is unprecedented and

continuously evolving, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or in

a manner that we currently do not consider that may present significant risks to our operations.

The extent to which the COVID-19 pandemic may

impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this prospectus.

Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global

supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations

and cash flows.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect

of heightening many of the other risks described in this “ Risk Factors ” section.

Our acquisition strategy exposes us to substantial

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we may not be able to discover all potential operational deficiencies in such entities.

Our prior and future acquisitions may not perform

as expected or the returns from such acquisitions may not support the financing utilized to acquire them or maintain them.

integration and consolidation of acquisitions requires substantial human, financial and other resources and may divert management's attention

from our existing business concerns, disrupt our ongoing business or not be successfully integrated.

Even if we consummate acquisitions

that we believe will be accretive to such cash per unit, those acquisitions may in fact result in a decrease in such cash per unit as

a result of incorrect assumptions in our evaluation of such acquisitions, unforeseen consequences or other external events beyond our

Furthermore, if we consummate any future acquisitions, our capitalization and results of operations may change significantly,

and stockholders will generally not have the opportunity to evaluate the economic, financial and other relevant information that we will

consider in determining the application of these funds and other resources.

As a result, the consummation of acquisitions may have a material

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

Our prior and future businesses may not perform

as expected or the returns from such businesses may not support the financing utilized to acquire them or maintain them.

integration and consolidation of acquired businesses requires substantial human, financial and other resources and may divert management’s

attention from our existing business concerns, disrupt our ongoing business or not be successfully integrated.

Even if we consummate businesses

that we believe will be accretive, those businesses may in fact result in a decrease in revenues as a result of incorrect assumptions

in our evaluation of such businesses, unforeseen consequences, or other external events beyond our control.

Furthermore, if we consummate

any future acquisitions, our capitalization and results of operations may change significantly, and stockholders will generally not have

the opportunity to evaluate the economic, financial, and other relevant information that we will consider in determining the application

of these funds and other resources.

As a result, the consummation of acquisitions may have a material adverse effect on our business,

financial condition, results of operations and cash flows.

We may experience difficulty as we evaluate,

acquire and integrate businesses that we may acquire, which could result in drains on our resources, including the attention of our management,

and disruptions of our on-going business.

We acquire small to mid-sized businesses in various

Generally, because such businesses are privately held, we may experience difficulty in evaluating potential target businesses

as much of the information concerning these businesses is not publicly available.

Therefore, our estimates and assumptions used to evaluate

the operations, management and market risks with respect to potential target businesses may be subject to various risks and uncertainties.

Further, the time and costs associated with identifying and evaluating potential target businesses may cause a substantial drain on our

resources and may divert our management team’s attention away from the operations of our businesses for significant periods of time.

In addition, we may have difficulty effectively

integrating and managing acquisitions.

The management or improvement of businesses we acquire may be hindered by a number of factors,

including limitations in the standards, controls, procedures and policies implemented in connection with such acquisitions.

management of an acquired business may involve a substantial reorganization of the business’ operations resulting in the loss of

employees and customers or the disruption of our ongoing businesses.

We may experience greater than expected costs or difficulties relating

to an acquisition, in which case, we might not achieve the anticipated returns from any particular acquisition.

We may not be able to effectively integrate

the businesses that we acquire.

Our ability to realize the anticipated benefits

of acquisitions will depend on our ability to integrate those businesses with our own.

The combination of multiple independent businesses

is a complex, costly and time-consuming process and there can be no assurance that we will be able to successfully integrate businesses

into our business, or if such integration is successfully accomplished, that such integration will not be costlier or take longer than

presently contemplated.

Integration of future acquisitions may include various risks and uncertainties, including the factors discussed

in the paragraph below.

If we cannot successfully integrate and manage the businesses within a reasonable time, we may not be able to

realize the potential and anticipated benefits of such acquisitions, which could have a material adverse effect on our stock price, business,

cash flows, results of operations and financial position.

We will consider acquisitions that we believe

will complement, strengthen and enhance our growth.

We evaluate opportunities on a preliminary basis from time to time, but these transactions

may not advance beyond the preliminary stages or be completed.

Such acquisitions are subject to various risks and uncertainties, including:

· the inability to integrate effectively the operations, products, technologies and personnel of the acquired

companies (some of which are in diverse geographic regions) and achieve expected synergies;

· the potential disruption of existing business and diversion of management’s attention from day-to-day

· the inability to maintain uniform standards, controls, procedures and policies;

· the need or obligation to divest portions of the acquired companies;

· the potential failure to identify material problems and liabilities during due diligence review of acquisition

· the potential failure to obtain sufficient indemnification rights to fully offset possible liabilities

associated with acquired businesses;

· the challenges associated with operating in new geographic regions.

Failure to manage our growing and changing

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operational, and financial systems, procedures, and controls, and maintain, expand, train, and manage our growing employee base.

unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies

are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies

successfully or respond to competitive pressures.

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could be materially and adversely affected.

During our startup phase we were not profitable and generated minimal

revenue and no profit.

Since the launch of its acquisition strategy in

2013, the Company has not been profitable.

Although management is pleased with the execution of the Company’s acquisition strategy

and the revenues it has generated to date, the Company may never become profitable, and could go out of business.

Despite having sustained net losses from our

inception, we still consider ourselves a going concern.

For the fiscal years ended December 31, 2021 and

2020, our independent registered public accounting firm has included an emphasis of matter paragraph about our ability to continue as

a going concern, due to our continued losses and deficiencies in working capital.

We believe our ability to achieve and maintain profitability

and positive cash flow is dependent upon:

our ability to acquire profitable businesses;

our ability to generate substantial revenues;

our ability to obtain additional financing

Based upon current plans, we may incur operating

losses in future periods.

Also, we expect to incur approximately $6,400,000 in operating costs to be incurred over the next twelve months.

We cannot guarantee that we will be successful in generating sufficient revenues or obtaining other financing in the future to cover these

operating costs.

Additionally, financing may not be available on terms favorable to the Company.

Failure to generate sufficient revenues

may cause us to go out of business.

Since we are an early-stage company that has

generated minimal revenue, an investment in our shares is highly risky and could result in a complete loss of your investment if we are

unsuccessful in our business plans.

We were incorporated in August 2001 and, since

2013, have focused all our efforts on the acquisition and development of our portfolio of companies which have quadrupled our revenue

However, there is no guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash

flow at any time in the future.

Any such failure could result in the possible closure of our business or force us to seek additional capital

through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares

you hold and could result in the loss of your entire investment.

Future acquisitions are important to our success.

We may not be

able to successfully integrate our acquisitions into our operations.

The acquisition of new companies is central to

our business model and critically important to our success.

Although we generally seek companies that have positive cash flows, we cannot

be certain that the acquired companies will remain cash flow positive and could possibly lose revenues.

In addition, there are no assurances

that the companies acquired will continue as profitable businesses and could adversely affect our business and any possible revenues.

Successful implementation of our business strategy

depends on factors specific to acquiring successful businesses.

Adverse changes in our acquisition process could undermine our business

strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow:

The competitive environment in the specific field of business acquired;

Our ability to acquire the right businesses that meet customers’

Our ability to establish, maintain and eventually grow market share in a competitive environment.

There are no substantial barriers to acquire

established businesses and there is no guarantee the Company will successfully acquire additional businesses, which could severely limit

our anticipated revenues.

If we cannot acquire established businesses, it could result in the loss of your investment.

Since we have no copyright protection, unauthorized

persons may attempt to copy aspects of our business model, including our governance design or functionality, services, or marketing materials.

Any encroachment upon our corporate information, including the unauthorized use of our brand name, the use of a similar name by a competing

company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their copyright,

may affect our ability to create brand name recognition, cause confusion among prospective portfolio companies and their customers, and/or

have a detrimental effect on our business.

Litigation or proceedings before the U.S.

or International Patent and Trademark Offices may

be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and/or to determine

the validity and scope of the proprietary rights of others.

Any such infringement, litigation or adverse proceeding could result in substantial

costs and diversion of resources and could seriously harm our business operations and/or results of operations.

As a result, an investor

could lose his or her entire investment.

Risks Associated with our Common Stock

Our stock has limited liquidity.

Our common stock trades on the OTC Pink Market,

which is operated by OTC Markets Group Inc.

(“OTC Pink Market”).

Trading volume in our shares may be sporadic and the price

could experience volatility.

If adverse market conditions exist, you may have difficulty selling your shares.

The market price of our common stock may fluctuate

significantly in response to numerous factors, some of which are beyond our control, including the following:

actual or anticipated fluctuations in our operating results;

changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

changes in market valuations of other companies, particularly those that market services such as ours;

announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

introduction of product enhancements that reduce the need for our products;

departure of key personnel.

Our shares are defined as a “penny stock”

under the Exchange Act and rules of the SEC.

In general, buying low-priced penny stocks is very risky and speculative.

You may not be

able to sell your shares when you want to do so, if at all.

Our shares are defined as a “penny stock”

under the Exchange Act and rules of the SEC.

The Exchange Act and SEC rules generally impose additional sales practice and disclosure

requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions

with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000

jointly with spouse, or in transactions not recommended by the broker-dealer.

For transactions covered by the penny stock rules, a broker-dealer

must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to such sale.

the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and

actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain

disclosures required by the Commission.

Consequently, the penny stock rules may affect the ability of broker-dealers to make a market

in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

We do not expect to pay dividends on common stock in the foreseeable

We have not paid any cash dividends with respect

to our common stock, and it is unlikely that we will pay any dividends on our common stock for the year.

Earnings, if any, that we may

realize will be retained in the business for further development and expansion.

Other General Risks

The loss of the services of the current officers

and directors could severely impact our business operations and future development, which could result in a loss of revenues and one’s

ability to ever sell any shares.

We face competition for businesses that

fit our acquisition strategy and, therefore, we may have to acquire targets at sub-optimal prices or, alternatively, forego certain acquisition

opportunities.

We have been formed to acquire and manage small

to mid-sized businesses.

In pursuing such acquisitions, we expect to face strong competition from a wide range of other potential purchasers.

Although the pool of potential purchasers for such businesses is typically smaller than for larger businesses, those potential purchasers

can be aggressive in their approach to acquiring such businesses.

Furthermore, we expect that we may need to use third-party financing

in order to fund some or all of these potential acquisitions, thereby increasing our acquisition costs.

To the extent that other potential

purchasers do not need to obtain third-party financing or are able to obtain such financing on more favorable terms, they may be in a

position to be more aggressive with their acquisition proposals.

As a result, in order to be competitive, our acquisition proposals may

need to be aggressively priced, including at price levels that exceed what we originally determined to be fair or appropriate.

Alternatively,

we may determine that we cannot pursue on a cost-effective basis what would otherwise be an attractive acquisition opportunity.

We may not be able to successfully fund

acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede the implementation of our acquisition

We finance acquisitions primarily through additional

equity and debt financings.

Because the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain

funding on short notice to benefit fully from attractive acquisition opportunities.

The sale of additional shares of any class of equity

will be subject to market conditions and investor demand for such shares at prices that may not be in the best interest of our stockholders.

The sale of additional equity securities could also result in dilution to our stockholders.

The incurrence of indebtedness would result

in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations.

Financing may not be available in amounts or on terms acceptable to us, if at all.

These risks may materially adversely affect our ability

to pursue our acquisition strategy.

We may change our management and acquisition

strategies without the consent of our stockholders, which may result in a determination by us to pursue riskier business activities.

We may change our strategy at any time without

the consent of our stockholders, which may result in our acquiring businesses or assets that are different from, and possibly riskier

than, the strategy described in this prospectus.

A change in our strategy may increase our exposure to interest rate and currency fluctuations,

subject us to regulation under the Investment Company Act or subject us to other risks and uncertainties that affect our operations and

profitability.

We are a holding company and rely on distributions

and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations.

Our primary business is the holding and managing

of controlling interests our operating businesses.

Therefore, we will be dependent upon the ability of our businesses to generate cash

flows and, in turn, distribute cash to us in the form of distributions, advances and other transfers of funds to enable us to satisfy

our financial obligations.

The ability of our businesses to make payments to us may also be subject to limitations under laws of the jurisdictions

in which they are incorporated or organized.

In the future, we may seek to enter into

credit facilities to help fund our acquisition capital and working capital needs.

These credit facilities may expose us to additional

risks associated with leverage and may inhibit our operating flexibility.

We may seek to enter into credit facilities with

third-party lenders to help fund our acquisitions.

Such credit facilities will likely require us to pay a commitment fee on the undrawn

amount and will likely contain a number of affirmative and restrictive covenants.

If we violate any such covenants, our lenders could

accelerate the maturity of any debt outstanding.

Such debt may be secured by our assets, including the stock we may own in businesses

that we acquire and the rights we have under intercompany loan agreements that we may enter into with our businesses.

Our ability to meet

our debt service obligations may be affected by events beyond our control and will depend primarily upon cash produced by businesses that

we currently manage and may acquire in the future and distributed or paid to us.

Any failure to comply with the terms of our indebtedness

may have a material adverse effect on our financial condition.

In addition, we expect that such credit facilities

will bear interest at floating rates which will generally change as interest rates change.

We will bear the risk that the rates that we

are charged by our lenders will increase faster than we can grow the cash flow from our businesses or businesses that we may acquire in

the future, which could reduce profitability, materially adversely affect our ability to service our debt, cause us to breach covenants

contained in our third-party credit facilities and reduce cash flow available for distribution.

The loss of the services of the current

officers and directors could severely impact our business operations and future development, which could result in a loss of revenues

and one’s ability to ever sell any shares.

Our performance is substantially dependent upon

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you hold as well as the complete loss of your investment.

Because of our size and limited resources,

we may have difficulty establishing adequate management, legal and financial controls, which we are required to do in order to comply

GAAP and securities laws, and which could cause a materially adverse impact on our financial statements, the trading of our

common stock and our business.

We are a small holding company that lacks the

financial resources and qualified personnel to implement and sustain adequate internal controls.

As a result, we may experience difficulty

in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account

and corporate records and instituting business practices that meet proper internal control standards.

Therefore, we may, in turn, experience

difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002.

This may result in significant deficiencies or material weaknesses in our internal controls which could impact the reliability of our

financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002.

Any such deficiencies, material weaknesses or lack of compliance could result in restatements of our historical financial information,

cause investors to lose confidence in our reported financial information, have an adverse impact on the trading price of our common stock,

adversely affect our ability to access the capital markets and our ability to recruit personnel, lead to the delisting of our securities

from the electronic platform on which they are traded, lead to litigation claims, thereby diverting management’s attention and resources,

and which may lead to the payment of damages to the extent such claims are not resolved in our favor, lead to regulatory proceedings,

which may result in sanctions, monetary or otherwise, and have a materially adverse effect on our reputation and business.

DESCRIPTION OF PROPERTY.

The Company had operating lease expense of $185,831 and $87,649 for

the years ended December 31, 2021 and 2020, respectively, consisting of the followings.

For the year ended

Our future success is dependent on the management

teams of our businesses, the loss of any of whom could materially adversely affect our financial condition, business and results of operations.

The future success of our existing and future

businesses depends on the respective management teams of those businesses because we intend to operate our businesses on a stand-alone

basis, primarily relying on their existing management teams for day-to-day operations.

Consequently, their operational success, as well

as the success of any organic growth strategy, will be dependent on the continuing efforts of the management teams of our businesses.

We will seek to provide these individuals with equity incentives and to have employment agreements with certain persons we have identified

as key to their businesses.

However, these measures may not prevent these individuals from leaving their employment.

The loss of services

of one or more of these individuals may materially adversely affect our financial condition, business and results of operations.

We may engage in a business transaction

with one or more target businesses that have relationships with our executive officers, our directors, or any of their respective affiliates,

which may create or present conflicts of interest.

We may decide to engage in a business transaction

with one or more target businesses with which our executive officers, our directors, or any of their respective affiliates, have a relationship,

which may create or present conflicts of interest.

Regardless of whether we obtain a fairness opinion from an independent investment banking

firm with respect to such a transaction, conflicts of interest may still exist with respect to a particular acquisition and, as a result,

the terms of the acquisition of a target business may not be as advantageous to our shareholders as it would have been absent any conflicts

The operational objectives and business

plans of our businesses may conflict with our operational and business objectives or with the plans and objective of another business

we own and operate.

Our businesses operate in different industries

and face different risks and opportunities depending on market and economic conditions in their respective industries and regions.

operational objectives and business plans may not be similar to our objectives and plans or the objectives and plans of another business

that we own and operate.

This could create competing demands for resources, such as management attention and funding needed for operations

or acquisitions, in the future.

If, in the future, we cease to control and

operate our businesses or other businesses that we acquire in the future or engage in certain other activities, we may be deemed to be

an investment company under the Investment Company Act.

We have the ability to make investments in businesses

that we will not operate or control.

If we make significant investments in businesses that we do not operate or control, or that we cease

to operate or control, or if we commence certain investment-related activities, we may be deemed to be an investment company under the

Investment Company Act.

Our decision to sell a business will be based upon financial, operating and other considerations rather than a

plan to complete a sale of a business within any specific time frame.

If we were deemed to be an investment company, we would either have

to register as an investment company under the Investment Company Act, obtain exemptive relief from the Securities and Exchange Commission,

or the SEC, or modify our investments or organizational structure or our contract rights to fall outside the definition of an investment

Registering as an investment company could, among other things, materially adversely affect our financial condition, business

and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require

us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming.

We have identified material weaknesses in

our internal control over financial reporting.

If we fail to develop or maintain an effective system of internal controls, we may not

be able to accurately report our financial results and prevent fraud.

As a result, current and potential shareholders could lose confidence

in our financial statements, which would harm the trading price of our common shares.

Companies that file reports with the SEC, including

us, are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404.

SOX 404 requires management to establish

and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Securities Exchange

Act of 1934, as amended, or the Exchange Act, to contain a report from management assessing the effectiveness of a company’s internal

control over financial reporting.

Separately, under SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act

of 2010, public companies that are large accelerated filers or accelerated filers must include in their annual reports on Form 10-K an

attestation report of their regular auditors attesting to and reporting on management’s assessment of internal control over financial

Non-accelerated filers and smaller reporting companies, like us, are not required to include an attestation report of their

auditors in annual reports.

A report of our management is included under Item

9A “ Controls and Procedures .” We are a smaller reporting company and, consequently, are not required to include

an attestation report of our auditor in our annual report.

However, if and when we become subject to the auditor attestation requirements

under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors.

During its evaluation of the effectiveness of

internal control over financial reporting as of December 31, 2022, management identified material weaknesses.

These material weaknesses

were associated with our lack of (i) controls in place to ensure that all disclosures required were originally addressed in our consolidated

financial statements, (ii) formal documentation over internal control procedures and environment, (iii) proper segregation of duties and

multiple level of reviews and (iv) expertise in accounting of derivative liabilities.

We also have not developed and effectively

communicated our accounting policies and procedures to our employees.

We are undertaking remedial measures, which measures will take time

to implement and test, to address these material weaknesses.

There can be no assurance that such measures will be sufficient to remedy

the material weaknesses identified or that additional material weaknesses or other control or significant deficiencies will not be identified

in the future.

If we continue to experience material weaknesses in our internal controls or fail to maintain or implement required new

or improved controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements

in our financial statements, or adversely affect the results of periodic management evaluations and, if required, annual auditor attestation

Each of the foregoing results could cause investors to lose confidence in our reported financial information and lead to a decline

in our stock price.

Risks Related to Our Healthcare Business

Our ability to grow our business through

organic expansion either by developing new facilities or by modifying existing facilities is dependent upon many factors.

Our ability to grow our business through organic

expansion is dependent on capacity and occupancy at our facilities.

Should our facilities reach maximum occupancy, we may need to implement

other growth strategies either by developing new facilities or by modifying existing facilities.

Our facilities typically need to be purpose-designed

in order to enable the type and quality of service that we provide.

Consequently, we must either develop sites to create facilities or

purchase or lease existing facilities, which may require substantial modification.

We must be able to identify suitable sites and there

is no guarantee that such sites will be available at all, or at an economically viable cost or in areas of sufficient demand for our services.

The subsequent successful development and construction of a new facility is contingent upon, among other things, negotiation of construction

contracts, regulatory permits and planning consents and satisfactory completion of construction.

Similarly, our ability to expand existing

facilities is also dependent upon various factors, including identification of appropriate expansion projects, permitting, licensure,

financing, integration into our relationships with payors and referral sources, and margin pressure as new facilities are filled with

Delays caused by difficulties in respect of any

of the above factors may lead to cost overruns and longer periods before a return is generated on an investment, if at all.

significant capital expenditure but due to a regulatory, planning or other reason, may find that we are prevented from opening a new facility

or modifying an existing facility.

Moreover, even when incurring such development capital expenditure, there is no guarantee that we can

fill beds when they become available.

Upon operational commencement of a new facility, we typically expect that it will take approximately

12-18 months to reach our targeted occupancy level.

Any delays or stoppages in our projects, the unsatisfactory completion or construction

of such projects or the failure of such projects to increase our occupancy levels could have a material adverse effect on our business,

results of operations and financial condition.

Changes to payment rates or methods of third-party

payors, including government healthcare programs, changes to the laws and regulations that regulate payments for medical services, the

failure of payment rates to increase as our costs increase, or changes to our payor mix, could adversely affect our operating margins

and revenues.

Our revenue is primarily provided by bodily injury

policies, general liability policies, and personal injury protection policies, which partially insulates our business from the declining

reimbursement programs paid from or correlated to Medicare/Medicaid and traditional health insurance companies.

However, we do also depend

on private and governmental third-party sources of payment for the services provided to patients and assume financial risks related to

changes in third-party reimbursement rates and changes in payor mix.

In some cases, our revenue decreases if our volume or reimbursement

decreases, but our expenses, including physician compensation, may not decrease proportionately.

The amount we receive for our services may be

adversely affected by market and cost factors as well as other factors over which we have no control, including changes to the Medicare

and Medicaid payment systems.

Health reform efforts at the federal and state levels may increase the likelihood of significant changes

affecting government healthcare programs and private insurance coverage.

Government healthcare programs are subject to, among other things,

statutory and regulatory changes, administrative rulings, interpretations and determinations concerning patient eligibility requirements,

funding levels and the method of calculating payments or reimbursements, all of which could materially increase or decrease payments we

receive from these government programs.

Further, Medicare reimbursement rates are increasingly used by private payors as benchmarks to

establish commercial reimbursement rates and any adjustment in Medicare reimbursement rates may impact our reimbursement rates from such

private payors as well.

There are significant private and public sector

pressures to restrain healthcare costs and to restrict reimbursement rates for medical services, and we believe that such pressures will

Many states are continuing to collect less revenue than they did in prior years, and as a result may face ongoing budget shortfalls

and underfunded pension and other liabilities.

Deteriorating financial conditions in the states in which we operate could lead to reduced

or delayed funding for Medicaid programs, which may reduce or delay the reimbursement we receive for services provided.

Major payors of

healthcare, including federal and state governments and private insurers, have taken steps in recent years to monitor and control costs,

eligibility for and use and delivery of healthcare services, and to revise payment methodologies.

As part of their efforts to contain

healthcare costs, purchasers increasingly are demanding discounted or global fee structures or the assumption by healthcare providers

of all or a portion of the financial risk through shared risk, capitation and care management arrangements, often in exchange for exclusive

or preferred participation in their benefit plans.

Further, the ability of commercial payors to control healthcare costs may be enhanced

by the increasing consolidation of insurance and managed care companies, which may reduce our ability to negotiate favorable contracts

with such payors.

We expect efforts to impose greater discounts

and more stringent cost controls by government and other payors to continue, thereby reducing the payments we receive for our services.

The effect of cost containment trends will depend, in part, on our payor mix.

We cannot assure you that we will be able to offset reduced

operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise.

In addition, we cannot

assure you that future changes to reimbursement rates by government healthcare programs, cost containment measures by private third-party

payors, including fixed fee schedules and capitated payment arrangements, or other factors affecting payments for healthcare services

will not adversely affect our future revenues, operating margins, or profitability.

An increase in uninsured or underinsured

patients or the deterioration in the collectability of the accounts of such patients could harm our results of operations.

Collection of receivables from third-party payors

and patients is critical to our operating performance.

Our primary collection risks relate to uninsured patients and the portion of the

bill that is the patient’s responsibility, which primarily includes co-payments and deductibles.

We determine the transaction price

based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured

patients and implicit price concessions.

Contractual adjustments and discounts are based on contractual agreements, discount policies

and historical experience.

Implicit price concessions are based on historical collection experience.

Significant changes in business office

operations, payor mix, economic conditions or trends in federal and state governmental health coverage could affect our collection of

accounts receivable, cash flow and results of operations.

If we experience unexpected increases in the growth of uninsured and underinsured

patients or in bad debt expenses, our results of operations will be harmed.

Failure to timely or accurately bill for

services could have a negative impact on our net revenue, bad debt expense and cash flow.

Billing for healthcare services is an important

but complex aspect of our business.

In particular, the current practice of providing physician services in advance of payment or, in some

cases, irrespective of the patient’s ability to pay for such services, may have significant negative impact on our net revenue,

bad debt expense and cash flow.

We bill numerous and varied payors, such as bodily injury policies, general liability policies, and personal

injury protection policies, self-pay patients, managed care payors and Medicare and Medicaid.

These different payors typically have different

billing requirements that must be satisfied prior to receiving payment for services rendered.

Reimbursement is typically conditioned on

our documenting medical necessity, the appropriate level of service and correctly applying diagnosis codes.

Incorrect or incomplete documentation

and billing information could result in non-payment for services rendered.

Additional factors that could complicate our ability

to timely or accurately bill payors include:

· disputes between payors as to which party is responsible for payment;

· failure of information systems and processes to submit and collect claims in a timely manner;

· variation in coverage for similar services among various payors;

· our reliance on third-parties to provide billing services for certain of our service lines;

· the difficulty of adherence to specific compliance requirements, diagnosis coding and other procedures

mandated by various payors;

· in connection with billing for physician services, failure to obtain proper physician credentialing and

documentation in order to bill various payors.

To the extent that the complexity associated with

billing for healthcare services we provide causes delays in our cash collections, we may experience increased carrying costs associated

with the aging of our accounts receivable as well as increased potential for bad debt expense.

Our facilities face competition for patients

from other healthcare providers.

The healthcare industry is highly competitive,

and competition among healthcare providers for patients and physicians has intensified in recent years.

In all of the geographical areas

in which we operate, there are other facilities that provide services comparable to those offered by our facilities.

Some of our competitors

include facilities that are owned by tax-supported governmental agencies or by nonprofit corporations and may be supported by endowments

and charitable contributions and exempt from property, sales and income taxes.

Such exemptions and support are not available to us.

Certain of our competitors may have greater financial

resources, be better equipped and offer a broader range of services than we offer.

The number of facilities in the geographic areas in

which we operate has increased significantly.

As a result, most of our facilities operate in an increasingly competitive environment.

If our competitors are better able to attract

patients, recruit physicians and other healthcare professionals, expand services or obtain favorable managed care contracts at their facilities,

we may experience a decline in patient volume and our business may be harmed.

Our performance depends on our ability to

recruit and retain quality physicians.

The success and competitive advantage of our facilities

depends, in part, on the number and quality of the physicians on the medical staffs of our facilities, the admitting practices of those

physicians and our maintenance of good relations with those physicians.

Physicians generally are not employees of our facilities and may

have admitting privileges at other similar facilities to ours.

They may terminate their affiliation with us at any time.

If we are unable

to provide high ethical and professional standards, adequate support personnel and technologically advanced equipment and facilities that

meet the needs of those physicians, they may be discouraged from referring patients to our facilities and our results of operations may

Our performance depends on our ability to

attract and retain qualified nurses and medical support staff and we face competition for staffing that may increase our labor costs and

harm our results of operations.

We depend on the efforts, abilities, and experience

of our medical support personnel, including our nurses, pharmacists and lab technicians and other healthcare professionals.

with other healthcare providers in recruiting and retaining qualified hospital management, nurses and other medical personnel.

The nationwide shortage of nurses and other clinical

staff and support personnel has been a significant operating issue facing us and other healthcare providers.

In particular, like others

in the healthcare industry, we continue to experience a shortage of nurses and other clinical staff and support personnel at our facilities

in many geographic areas, which shortage has been exacerbated by the COVID-19 pandemic.

In some areas, the increased demand for care is

putting a strain on our resources and staff, which has required us to utilize higher-cost temporary labor and pay premiums above standard

compensation for essential workers.

The length and extent of the disruptions caused by the COVID-19 pandemic are currently unknown;

we expect such disruptions to continue into 2023 and potentially throughout the duration of the pandemic and beyond.

This staffing shortage

may require us to further enhance wages and benefits to recruit and retain nurses and other clinical staff and support personnel or require

us to hire expensive temporary personnel.

To the extent we cannot maintain sufficient staffing levels at our facilities, we may be required

to limit our services at certain of our facilities which would have a corresponding adverse effect on our net revenues.

We cannot predict the degree to which we will

be affected by the future availability or cost of attracting and retaining talented medical support staff.

If our general labor and related

expenses increase, we may not be able to raise our rates correspondingly.

Our failure to either recruit and retain qualified management,

nurses and other medical support personnel or control our labor costs could harm our results of operations.

If we do not continually enhance our facilities

with the most recent technological advances in diagnostic and surgical equipment, our ability to maintain and expand our markets will

be adversely affected.

The technology used in medical equipment and related

devices is constantly evolving and, as a result, manufacturers and distributors continue to offer new and upgraded products to healthcare

To compete effectively, we must continually assess our equipment needs and upgrade when significant technological advances

If our facilities do not stay current with technological advances in the healthcare industry, patients may seek treatment from

other providers and/or physicians may refer their patients to alternate sources, which could adversely affect our results of operations

and harm our business.

If we fail to comply with extensive laws

and government regulations, we could suffer civil or criminal penalties or be required to make significant changes to our operations that

could reduce our revenue and profitability.

The healthcare industry is required to comply

with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things:

billing practices and prices for services;

relationships with physicians and other referral sources;

adequacy of medical care and quality

of medical equipment and services;

ownership of facilities;

qualifications of medical and support personnel;

confidentiality, maintenance,

privacy and security issues associated with health-related information and patient medical records;

certification, licensure and accreditation

of our facilities;

operating policies and procedures, and;

construction or expansion of facilities and services.

Among these laws are the federal False Claims

Act, HIPAA and the federal anti-kickback statute and the provision of the Social Security Act commonly known as the “Stark Law.”

These laws, and particularly the anti-kickback statute and the Stark Law, impact the relationships that we may have with physicians and

other referral sources.

We have a variety of financial relationships with physicians who refer patients to our facilities.

of the Inspector General of the Department of Health and Human Services, or OIG, has enacted safe harbor regulations that outline practices

that are deemed protected from prosecution under the anti-kickback statute.

A number of our current arrangements, including financial

relationships with physicians and other referral sources, may not qualify for safe harbor protection under the anti-kickback statute.

Failure to meet a safe harbor does not mean that the arrangement necessarily violates the anti-kickback statute, but may subject the arrangement

to greater scrutiny.

We cannot assure that practices that are outside of a safe harbor will not be found to violate the anti-kickback

The Centers for Medicare and Medicaid Services, or CMS, published a Medicare

self-referral disclosure protocol, which is intended to allow providers to self-disclose actual or potential violations of the Stark Law.

Because there are only a few judicial decisions interpreting the Stark Law, there can be no assurance that our facilities will not be

found in violation of the Stark Law or that self-disclosure of a potential violation would result in reduced penalties.

Federal regulations issued under HIPAA contain

provisions that require us to implement and, in the future, may require us to implement additional costly electronic media security systems

and to adopt new business practices designed to protect the privacy and security of each of our patient’s health and related financial

Such privacy and security regulations impose extensive administrative, physical and technical requirements on us, restrict

our use and disclosure of certain patient health and financial information, provide patients with rights with respect to their health

information and require us to enter into contracts extending many of the privacy and security regulatory requirements to third parties

that perform duties on our behalf.

Additionally, recent changes to HIPAA regulations may result in greater compliance requirements, including

obligations to report breaches of unsecured patient data, as well as create new liabilities for the actions of parties acting as business

associates on our behalf.

These laws and regulations are extremely complex,

and, in many cases, we do not have the benefit of regulatory or judicial interpretation.

In the future, it is possible that different

interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of impropriety

or illegality or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs and

operating expenses.

A determination that we have violated one or more of these laws, or the public announcement that we are being investigated

for possible violations of one or more of these laws, could have a material adverse effect on our business, financial condition or results

of operations and our business reputation could suffer significantly.

In addition, we cannot predict whether other legislation or regulations

at the federal or state level will be adopted, what form such legislation or regulations may take or what their impact on us may be.

If we are deemed to have failed to comply with

the anti-kickback statute, the Stark Law or other applicable laws and regulations, we could be subjected to liabilities, including criminal

penalties, civil penalties (including the loss of our licenses to operate one or more facilities), and exclusion of one or more facilities

from participation in the Medicare, Medicaid and other federal and state healthcare programs.

The imposition of such penalties could have

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

We are subject to occupational health, safety

and other similar regulations and failure to comply with such regulations could harm our business and results of operations.

We are subject to a wide variety of federal, state

and local occupational health and safety laws and regulations.

Regulatory requirements affecting us include, but are not limited to, those

(i) air and water quality control;

(ii) occupational health and safety (e.g., standards regarding blood-borne pathogens

and ergonomics, etc.);

(iii) waste management;

(iv) the handling of asbestos, polychlorinated biphenyls and radioactive substances;

and (v) other hazardous materials.

If we fail to comply with those standards, we may be subject to sanctions and penalties that could

harm our business and results of operations.

We may be required to spend substantial

amounts to comply with statutes and regulations relating to privacy and security of protected health information.

There are currently numerous legislative and regulatory

initiatives in the U.S.

addressing patient privacy and information security concerns.

In particular, federal regulations issued under

HIPAA require our facilities to comply with standards to protect the privacy, security and integrity of protected health information,

These requirements include the adoption of certain administrative, physical, and technical safeguards;

development of adequate

policies and procedures, training programs and other initiatives to ensure the privacy of PHI is maintained;

entry into appropriate agreements

with so-called business associates;

and affording patients certain rights with respect to their PHI, including notification of any breaches.

Compliance with these regulations requires substantial expenditures, which could negatively impact our business, financial condition or

results of operations.

In addition, our management has spent, and may spend in the future, substantial time and effort on compliance measures.

Violations of the privacy and security regulations

could subject our operations to substantial civil monetary penalties and substantial other costs and penalties associated with a breach

of data security, including criminal penalties.

We may also be subject to substantial reputational harm if we experience a substantial

security breach involving PHI.

State efforts to regulate the construction

or expansion of health care facilities could impair our ability to expand.

Many states, including Florida, have enacted certificates

of need, or CON, laws as a condition prior to capital expenditures, construction, expansion, modernization or initiation of major new

Failure to obtain necessary state approval can result in our inability to complete an acquisition, expansion or replacement,

the imposition of civil or, in some cases, criminal sanctions, the inability to receive Medicare or Medicaid reimbursement or the revocation

of a facility’s license, which could harm our business.

In addition, significant CON reforms have been proposed in a number of states

that would increase the capital spending thresholds and provide exemptions of various services from review requirements.

we have not experienced any material adverse effects from those requirements, but we cannot predict the impact of these changes upon our

A cyber security incident could cause a

violation of HIPAA, breach of member privacy, or other negative impacts.

We rely extensively on our information technology,

or IT, systems to manage clinical and financial data, communicate with our patients, payers, vendors and other third parties and summarize

and analyze operating results.

In addition, we have made significant investments in technology to adopt and utilize electronic health

records and to become meaningful users of health information technology pursuant to the American Recovery and Reinvestment Act of 2009.

Our IT systems are subject to damage or interruption from power outages, facility damage, computer and telecommunications failures, computer

viruses, security breaches including credit card or personally identifiable information breaches, vandalism, theft, natural disasters,

catastrophic events, human error and potential cyber threats, including malicious codes, worms, phishing attacks, denial of service attacks,

ransomware and other sophisticated cyber-attacks, and our disaster recovery planning cannot account for all eventualities.

As cyber criminals

continue to become more sophisticated through evolution of their tactics, techniques and procedures, we have taken, and will continue

to take, additional preventive measures to strengthen the cyber defenses of our networks and data.

However, if any of our systems

are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and

may experience loss or corruption of critical data such as protected health information or other data subject to privacy laws and proprietary

business information and interruptions or disruptions and delays in our ability to perform critical functions, which could materially

and adversely affect our businesses and results of operations and could result in significant penalties or fines, litigation, loss of

customers, significant damage to our reputation and business, and other losses.

In addition, our future results of operations, as well

as our reputation, could be adversely impacted by theft, destruction, loss, or misappropriation of public health information, other confidential

data or proprietary business information.

We may fail to deal with clinical waste

in accordance with applicable regulations or otherwise be in breach of relevant medical, health and safety or environmental laws and regulations.

As part of our normal business activities, we

produce and store clinical waste which may produce effects harmful to the environment or human health.

The storage and transportation

of such waste is strictly regulated.

Our waste disposal services are outsourced and should the relevant service provider fail to comply

with relevant regulations, we could face sanctions or fines which could adversely affect our brand, reputation, business or financial

Health and safety risks are inherent in the services that we provide and are constantly present in our facilities, primarily

in respect of food and water quality, as well as fire safety and the risk that service users may cause harm to themselves, other service

users or employees.

From time to time, we have experienced, like other providers of similar services, undesirable health and safety incidents.

Some of our activities are particularly exposed to significant medical risks relating to the transmission of infections or the prescription

and administration of drugs for residents and patients.

If any of the above medical or health and safety risks were to materialize, we

may be held liable, fined and any registration certificate could be suspended or withdrawn for failure to comply with applicable regulations,

which may have a material adverse impact on our business, results of operations and financial condition.

If any of our existing healthcare facilities

lose their accreditation or any of our new facilities fail to receive accreditation, such facilities could become ineligible to receive

reimbursement under Medicare or Medicaid.

The construction and operation of healthcare facilities

are subject to extensive federal, state and local regulation relating to, among other things, the adequacy of medical care, equipment,

personnel, operating policies and procedures, fire prevention, rate-setting and compliance with building codes and environmental protection.

Additionally, such facilities are subject to periodic inspection by government authorities to assure their continued compliance with these

various standards.

All of our healthcare facilities are deemed certified,

meaning that they are accredited, properly licensed under the relevant state laws and regulations and certified under the Medicare program.

The effect of maintaining certified facilities is to allow such facilities to participate in the Medicare and Medicaid programs.

that all of our healthcare facilities are in material compliance with applicable federal, state, local and other relevant regulations

and standards.

However, should any of our healthcare facilities lose their deemed certified status and thereby lose certification under

the Medicare or Medicaid programs, such facilities would be unable to receive reimbursement from either of those programs and our business

could be materially adversely effected.

We could be subject to lawsuits which could

harm the value of our business, including litigation for which we are not fully reserved.

From time-to-time we are involved in lawsuits,

claims, audits and investigations, including those arising out of services provided, personal injury claims, professional liability claims,

billing and marketing practices, employment disputes and contractual claims.

Physicians, hospitals and other participants in healthcare

delivery have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent

hiring, supervision and credentialing.

Some of these lawsuits may involve large claim amounts and substantial defense costs.

We generally procure professional liability insurance

coverage for our medical professionals.

A substantial portion of our professional liability loss risks are provided by third-party insurers.

Moreover, in the normal course of our business, we are involved in lawsuits, claims, audits and investigations, including those arising

out of our billing and marketing practices, employment disputes, contractual claims and other business disputes for which we may have

no insurance coverage, and which are not subject to actuarial estimates.

The outcome of these matters could have a material effect on

our results of operations in the period when we identify the matter, and the ultimate outcome could have a material adverse effect on

our financial position, results of operations, or cash flows.

We may become subject to future lawsuits, claims,

audits and investigations that could result in substantial costs and divert our attention and resources and adversely affect our business

In addition, since our current growth strategy includes acquisitions, among other things, we may become exposed to legal claims

for the activities of an acquired business prior to the acquisition.

These lawsuits, claims, audits or investigations, regardless of their

merit or outcome, may also adversely affect our reputation and ability to expand our business.

Risks Related to Our Financial Services (Tax

Resolution) Business

Changes in applicable tax laws have had,

and may in the future have, a negative impact on the demand for and pricing of our services.

Government changes in tax filing processes

may adversely affect our business and our consolidated financial position, results of operations, and cash flows.

government has in the past made, and

may in the future make, changes to the individual income tax provisions of the Internal Revenue Code, tax regulations, and the rules and

procedures for implementing such laws and regulations.

In addition, taxing authorities or other relevant governing bodies in various federal,

state and local jurisdictions in which we operate may change the income tax laws in their respective jurisdictions, and such laws may

vary greatly across the various jurisdictions.

It is difficult to predict the manner in which future changes to the Internal Revenue Code,

tax regulations, and the rules and procedures for implementing such laws and regulations, and state, local, and foreign tax laws may impact

us and our industry.

Such future changes could decrease the demand or the amount we charge for our services, and, in turn, have a material

adverse effect on our business and our consolidated financial position, results of operations, and cash flows.

In addition, there are various initiatives from

time to time seeking to simplify the tax return preparation filing process.

Taxing authorities in various state and local in which we

operate have also introduced measures seeking to simplify or otherwise modify the preparation and filing of tax returns or the issuance

of refunds in their respective jurisdictions.

For example, from time to time, U.S.

federal and state governments have considered various

proposals through which the respective governmental taxing authorities would use taxpayer information provided by employers, financial

institutions, and other payers to “pre-populate,” prepare and calculate tax returns and distribute them to taxpayers.

are various initiatives from time to time seeking to expedite, reduce, or change the timing of refunds, which could reduce the demand

for certain of our services.

The adoption or expansion of any measures that

significantly simplify tax return preparation, or otherwise reduce the need for third-party tax return preparation services, including

governmental encroachment at the U.S.

federal and state levels, could reduce demand for our tax preparation services and could have a

material adverse effect on our business and our consolidated financial position, results of operations and cash flows.

Increased competition for clients could

adversely affect our current market share and profitability.

We face substantial competition.

All categories

in the tax return resolution and preparation industry are highly competitive.

In the tax preparation category in particular, there are

a substantial number of tax return preparation firms and accounting firms offering tax return preparation services.

Commercial tax return

preparers are highly competitive with regard to price and service.

Individual tax filers may elect to change their tax preparation method,

choosing from among various assisted and virtual offerings.

Technology advances quickly and in new and unexpected ways, and it is difficult

to predict the manner in which these changes will impact the tax resolution and preparation industry, the problems we may encounter in

enhancing our services or the time and resources we may need to devote to the creation, support, and maintenance of technological enhancements.

If we are slow to enhance our services or technologies, if our competitors are able to achieve results more quickly than us, or if there

are new and unexpected entrants into the industry, we may fail to capture, or lose, a significant share of the market.

Our businesses may be adversely affected

by difficult economic conditions.

Unfavorable changes in economic conditions, which

are typically beyond our control, including without limitation, inflation, slowing growth, rising interest rates, recession, changes in

the political climate, war (including, but not limited to, the conflict between Russia and Ukraine), supply chain or labor market disruptions,

or other adverse changes, could negatively affect our business and financial condition.

Difficult economic conditions are frequently characterized

by high unemployment levels and declining consumer and business spending.

These poor economic conditions may negatively affect demand

and pricing for our services.

In addition, difficult economic conditions may

disproportionately impact small business owners.

Our revenues were negatively impacted during the start of the COVID-19 pandemic and may

again be negatively impacted in the event of a sustained economic slowdown or recession.

Difficult economic conditions, including an economic

recession or high inflationary period, could have a material adverse effect on our business and our consolidated financial position, results

of operations, and cash flows.

An interruption in our information systems,

or a third party on which we rely, or an interruption in the internet, could have a material adverse effect on our business and our consolidated

financial position, results of operations, and cash flows.

We and other third parties material to our business

operations rely heavily upon communications, networks, and information systems and the internet to conduct our business (including third-party

internet-based or cloud computing services).

These networks, systems, and operations are potentially vulnerable to damage or interruption

from upgrades and maintenance, network failure, hardware failure, software failure, power or telecommunications failures, cyberattacks,

human error, and natural disasters.

Any failure or interruption in our information systems, or an interruption in the internet or other

critical business capability during our busiest periods, could negatively impact our business operations and reputation, and increase

our risk of loss.

There can be no assurance that system or internet

failures or interruptions in critical business capabilities will not occur, or, if they do occur, that we will adequately address them.

The precautionary measures that we have implemented to avoid systems outages and to minimize the effects of any data or communication

systems interruptions or failures may not be adequate, and we may not have anticipated or addressed all of the potential events that could

threaten or undermine our information systems or other critical business capabilities.

We do not have redundancy for all of our systems

and our disaster recovery planning may not account for all eventualities.

If these information systems are unavailable for any reason,

it could negatively impact our ability to deliver our services, which could significantly impact our operations, business, and financial

The occurrence of any systems or internet failure,

or business interruption could negatively impact our ability to serve our clients, which in turn could have a material adverse effect

on our business and our consolidated financial position, results of operations, and cash flows.

Any changes in government regulations or

processes (including the acceptance of tax returns and the issuance of refunds and other amounts to clients by the IRS or state tax agencies)

that affect how we provide services to our clients, or significant problems with such services or the manner in which we provide them

to our clients may harm our revenue, results of operations, and reputation.

Tax laws and tax forms are subject to change each

year, and the nature and timing of such changes are unpredictable.

As a part of our business, we must incorporate any changes to tax laws

and tax forms into our tax return preparation offerings.

The unpredictable nature, timing and effective dates of changes to tax laws and

tax forms can result in condensed development cycles for our tax return preparation services.

From time to time, we review and enhance

our quality controls for preparing accurate tax returns, but there can be no assurance that we will be able to prevent all inaccuracies.

Further, changes in governmental administrations or regulations could result in further and unanticipated changes in requirements or processes,

which may require us to make corresponding changes to our client service systems and procedures.

Any major defects or delays caused by

the above-described complexities may lead to loss of clients and loss of or delay in revenue, negative publicity, client dissatisfaction,

a deterioration in our business relationships with our partners, exposure to litigation, and increased operating expenses, even if any

such launch delays or defects are not caused by us.

Any of the risks described above could have a material adverse effect on our business,

our reputation, and our consolidated financial position, results of operations, and cash flows.

We may be unable to attract and retain key

Our business depends on our ability to attract,

develop, motivate, and retain key personnel in a timely manner.

The market for such personnel is extremely competitive, and there can

be no assurance that we will be successful in our efforts to attract and retain the required qualified personnel within necessary timeframes,

or at expected cost levels.

As the global labor market continues to evolve as a result of the COVID-19 pandemic and other changes, our

current and prospective key personnel may seek new or different opportunities based on pay levels, benefits, or remote work flexibility

that are different from what we offer, or may determine to leave the workforce, making it difficult to attract and retain them.

are unable to attract, develop, motivate, and retain key personnel, our business, operations, and financial results could be negatively

In addition, if our costs of labor or related costs increase or if new or revised labor laws, rules or regulations are adopted

or implemented that impact our workforce and increase our labor costs, there could be a material adverse effect on our business and our

consolidated financial position, results of operations, and cash flows.

Our business depends on our strong reputation

and the value of our brand.

Developing and maintaining awareness of our brand

is critical to achieving widespread acceptance of our existing and future services and is an important element in attracting new clients.

Adverse publicity (whether or not justified) relating to events or activities involving or attributed to us, our employees, or agents

or our services, which may be enhanced due to the nature of social media, may tarnish our reputation and reduce the value of our brand.

Damage to our reputation may reduce demand for our services and thus have an adverse effect on our future financial results, as well as

require additional resources to rebuild our reputation and restore the value of our brand.

Compliance with the complex and evolving

laws, regulations, standards, and contractual requirements regarding privacy and data protection could require changes in our business

practices and increase costs of operation;

failure to comply could result in significant claims, fines, penalties, and damages.

Due to the nature of our business, we collect,

use, and retain large amounts of personal information and data pertaining to clients, including tax return information, financial product

and service information, and social security numbers.

In addition, we collect, use, and retain personal information and data of our employees

in the ordinary course of our business.

We are subject to laws, rules, and regulations

relating to the collection, use, disclosure, and security of such consumer and employee personal information, which have drawn increased

attention from U.S.

federal, state, and foreign governmental authorities in jurisdictions in which we operate.

In the U.S., the IRS generally

requires a tax return preparer to obtain the written consent of the taxpayer prior to using or disclosing the taxpayer’s tax return

information for certain purposes other than tax return preparation, which may limit our ability to market services to our clients.

addition, other regulations require financial institutions to adopt and disclose their consumer privacy notice and generally provide consumers

with a reasonable opportunity to “opt-out” of having nonpublic personal information disclosed to unaffiliated third parties

for certain purposes.

Numerous jurisdictions have passed, and may in

the future pass, new laws related to the use and retention of consumer or employee information and this area continues to be an area of

interest for U.S.

federal, state, and foreign governmental authorities.

For example, the State of California adopted the California Consumer

Privacy Act, or the CCPA, which became effective January 1, 2020, as amended by the California Privacy Rights Act, or CPRA, which became

January 1, 2023.

Subject to certain exceptions, these laws impose new requirements on how businesses collect, process, manage, and retain

certain personal information of California residents and provide California residents with various rights regarding personal information

collected by a business.

Colorado, Connecticut, Utah, and Virginia have adopted comprehensive privacy laws, and other jurisdictions have

adopted or may in the future adopt their own, different privacy laws.

These laws may contain different requirements or may be interpreted

and applied inconsistently from jurisdiction to jurisdiction.

Our current privacy and data protection policies and practices may not be

consistent with all of those requirements, interpretations, or applications.

In addition, changes in U.S.

federal and state regulatory

requirements, as well as requirements imposed by governmental authorities in foreign jurisdictions in which we operate, could result in

more stringent requirements and a need to change business practices, including the types of information we can use and the manner in which

we can use such information.

Establishing systems and processes, or making changes to our existing policies, to achieve compliance with

these complex and evolving requirements may increase our costs or limit our ability to pursue certain business opportunities.

be no assurance that we will successfully comply in all cases, which could result in regulatory investigations, claims, legal actions,

harm to our reputation and brands, fines, penalties, and other damages.

We have incurred, and may continue to incur, significant expenses

to comply with existing privacy and data security standards and protocols imposed by law, regulation, industry standards or contractual

A security breach of our systems, or third-party

systems on which we rely, resulting in unauthorized access to personal information of our clients or employees or other sensitive, nonpublic

information, may adversely affect the demand for our services, our reputation, and financial performance.

We offer a range of services to our clients, including

back taxes, offer in compromise, audit representation, amending tax returns, tax preparation, tax resolution, wage garnishment relief,

removal of bank levies and liens, bookkeeping, and resolution of other financial challenges.

Due to the nature of these services, we use

multiple digital technologies to collect, transmit, and store high volumes of client personal information.

We also collect, use, and retain

other sensitive, nonpublic information, such as employee social security numbers, healthcare information, and payroll information, as

well as confidential, nonpublic business information.

Certain third parties and vendors have access to personal information to help deliver

client services, or may host certain of our and our clients’ sensitive and personal information and data.

Information security risks

continue to increase due in part to the increased adoption of and reliance upon digital technologies by companies and consumers.

and exposure to these matters remain heightened due to a variety of factors including, among other things, (i) the evolving nature of

these threats and related regulation, (ii) the increased activity and sophistication of hostile foreign governments, organized crime,

cyber criminals, and hackers that may initiate cyberattacks against us or third-party systems on which we rely, (iii) our use of third-party

vendors, and (iv) the usage of remote working arrangements by our associates and third-party vendors, which significantly expanded due

to the COVID-19 pandemic.

Cybersecurity risks may result from fraud or malice

(a cyberattack), human error, or accidental technological failure.

Cyberattacks are designed to electronically circumvent network security

for malicious purposes such as unlawfully obtaining personal information, disrupting our ability to offer services, damaging our brand

and reputation, stealing our intellectual property, or advancing social or political agendas.

We face a variety of cyberattack threats

including computer viruses, malicious codes, worms, phishing attacks, social engineering, denial of service attacks, ransomware, and other

sophisticated attacks.

Although we use security and business controls

to limit access to and use of personal information and expend significant resources to maintain multiple levels of protection to address

or otherwise mitigate the risk of a security breach, such measures cannot provide absolute security.

We regularly test our systems to

discover and address potential vulnerabilities, and we rely on training and testing of our employees regarding heightened phishing and

social engineering threats.

We also conduct certain background checks on our employees, as allowed by law.

Due to the structure of our

business model, we also rely on other private third parties to maintain secure systems and respond to cybersecurity risks.

Where appropriate,

we impose certain requirements and controls on these third parties, but it is possible that they may not appropriately employ these controls

or that such controls (or their own separate requirements and controls) may be insufficient to protect personal information.

Cybersecurity and the continued development and

enhancement of our controls, processes, and practices designed to protect our systems, computers, software, data, and networks from attack,

damage, or unauthorized access remain a priority for us.

As risks and regulations continue to evolve, we may be required to expend significant

additional resources to continue to modify or enhance our protective measures or to investigate and remediate information security vulnerabilities.

Notwithstanding these efforts, there can be no assurance that a security breach, intrusion, or loss or theft of personal information will

In addition, the techniques used to obtain unauthorized access change frequently, become more sophisticated, and are often

difficult to detect until after a successful attack, causing us to be unable to anticipate these techniques or implement adequate preventive

measures in all cases.

Unauthorized access to personal information as

a result of a security breach could cause us to determine that it is required or advisable for us to notify affected individuals, regulators,

or others under applicable privacy laws and regulations or otherwise.

Security breach remediation could also require us to expend significant

resources to assist impacted individuals, repair damaged systems, implement modified information security measures, and maintain client

and business relationships.

Other consequences could include reduced client demand for our services, reduced growth and profitability

and negative impacts to future financial results, loss of our ability to deliver one or more services, modifying or stopping existing

business practices, legal actions, harm to our reputation and brand, fines, penalties, and other damages, and further regulation and oversight

federal, state, or foreign governmental authorities.

A security breach or other unauthorized access

to our systems could have a material adverse effect on our business and our consolidated financial position, results of operations, and

Laws and regulations or other regulatory

actions could have an adverse effect on our business and our consolidated financial position, results of operations, and cash flows.

Our business and operations are subject to various

forms of government regulation, including U.S.

federal requirements regarding the signature and inclusion of identification numbers on

tax returns and tax return retention requirements.

federal laws also subject income tax return preparers to accuracy-related penalties,

and preparers may be prohibited from continuing to act as income tax return preparers if they repeatedly engage in specified misconduct.

We are also subject to, among other things, advertising standards for electronic tax return filers, and to possible monitoring by the

IRS, and if deemed appropriate, the IRS could impose various penalties, including suspension from the IRS electronic filing program.

states and local jurisdictions have laws regulating tax professionals, which are in addition to and may be different than federal requirements.

Given the nature of our businesses, we are subject

to various additional federal, state and local laws and regulations, including, without limitation, in the areas of labor, immigration,

marketing and advertising, consumer protection, financial services, privacy and data security, anti-competition, environmental, health

and safety, insurance, and healthcare.

There have been significant new or proposed regulations and/or heightened focus by the government

and others in some of these areas, including, for example, related to privacy and data security, consumer financial services, endorsements

and testimonials, telemarketing, restrictive covenants, and labor, including overtime and exemption regulations, state and local laws

on minimum wage, worker classification, and other labor-related issues.

The above requirements and business implications

are subject to change and evolving application, including by means of new legislation, legislative changes, and/or executive orders, and

there may be additional regulatory actions or enforcement priorities, or new interpretations of existing requirements that differ from

These developments could impose unanticipated limitations or require changes to our business, which may make elements of our business

more expensive, less efficient, or impossible to conduct, and may require us to modify our current or future services.

Risks Related to Our Real Estate Business

We are subject to demand fluctuations in

the real estate industry.

Any reduction in demand could adversely affect our business, results of operations, and financial condition.

Demand for properties similar to those owned by

us is subject to fluctuations that are often due to factors outside our control.

We are not able to predict the course of the real estate

markets or whether the current favorable trends in those markets can, or will, continue.

In the event of an economic downturn, our results

of operations may be adversely affected, and we may incur significant impairments and other write-offs and substantial losses from this

Adverse weather conditions, natural disasters,

and other unforeseen and/or unplanned conditions could disrupt our real estate developments.

Adverse weather conditions and natural disasters,

such as hurricanes, tornadoes, earthquakes, floods, droughts, and fires, could have serious impacts on our ability to develop and market

our real estate assets.

Properties may also be affected by unforeseen planning, engineering, environmental, or geological conditions or

problems, including conditions or problems which arise on third party properties adjacent to or in the vicinity of properties which own

and which may result in unfavorable impacts on our properties.

Any adverse event or circumstance could cause a delay in, prevent the completion

of, or increase the cost of, one or more of our properties expected to be developed and brought to market by us, thereby resulting in

a negative impact on our operations and financial results.

If the market value of our real estate investments

decreases, our results of operations will also likely decrease.

The market value of our real estate assets will

depend on market conditions.

If local and/or global economic conditions deteriorate, or if the demand for our properties decreases, we

may not be able to make a profit on such property.

As a result of declining economic conditions, we may experience lower than anticipated

profits and/or may not be able to recover our costs of a project when a property is brought to market.

Changes in tax laws, taxes or fees may increase

the cost of development, and such changes could adversely impact our finances and operational results.

Any increase or change in such laws, taxes, or

fees, including real estate property taxes, could increase the cost of development and thus have an adverse effect on our operations.

Such changes could also negatively impact potential and/or actual users and purchasers of our properties because potential buyers may

factor such changes into their decisions to utilize or purchase a property.

The real estate industry is highly competitive

and if other property developers are more successful or offer better value to customers, our business could suffer.

The real estate industry is highly competitive,

regardless of locale.

Competitors range from small local companies to large international conglomerates with financial resources much

greater than those of our company.

We have to compete for raw materials, construction components, financing, environmental resources,

utilities, infrastructure, labor, skilled management, governmental permits and licensing and other factors critical to the successful

development of our real estate assets.

We compete against both new and existing developments and developers.

Any increase in or change

to any competitive factor could result in our inability to begin development of our real estate assets in a timely manner and/or increase

costs for the design, development and completion.

As a result, we may experience decreased profits due to these factors, impacting our

operations and our overall financial results.

We may incur environmental liabilities with

respect to our real estate assets.

Our properties are subject to a variety of local,

state and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment.

Environmental laws

may result in delays, may cause us to incur substantial compliance and other costs and may prohibit or severely restrict development.

Furthermore, under various federal, state, and local laws, ordinances and regulations, an owner of real property may be liable for the

costs or removal or remediation of certain hazardous or toxic substances on or in such property.

Such laws often impose such liability

without regard to whether we knew of, or were responsible for, the presence of such hazardous or toxic substances.

The cost of any required

remediation and our liability therefor as to our properties are generally not limited under such laws and could exceed the value of the

property and/or the aggregate assets of our company.

The presence of such substances, or the failure to properly remediate contamination

from such substances, may adversely affect our ability to sell the real estate or to borrow using such property as collateral.

Our co-venture partners or other partners

in co-ownership arrangements could take actions that decrease the value of our real estate assets.

The development of our real estate assets could

involve joint ventures or other co-ownership arrangements with third parties.

Such relationships may involve risks, including, for example:

· the possibility that a co-venturer or partner might become bankrupt;

· the possibility that development may require additional capital that we or our partner do not have;

· the possibility that a co-venturer or partner might breach a loan agreement or other agreement or otherwise,

by action or inaction, act in a way detrimental to us;

· that such co-venturer or partner may at any time have economic or business interests or goals that are

or that become inconsistent with the business interests or goals of our company;

· the possibility that we may incur liabilities as the result of the action taken by our partner;

· that such co-venturer or partner may be in a position to take action contrary to our instructions or requests

or contrary to our policies or objectives;

· that such co-partner may exercise buy/sell rights that force us to or dispose of our share, at a time

and price that may not be consistent with our objectives.

Any of the above might subject our real estate

assets to liabilities in excess of those contemplated and thus reduce our returns on our investment.

Uninsured losses relating to real property

or excessively expensive premiums for insurance coverage may adversely affect the value of your stock.

The nature of our activities could expose us to

potential liability for personal injuries and, in certain instances, property damage claims.

For instance, there are types of losses,

generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, pollution, environmental matters, or extreme

weather conditions such as hurricanes, floods, and snow storms that are uninsurable or not economically insurable, or may be insured subject

to limitations, such as large deductibles or co-payments.

We may not carry all the usual and customary insurance policies which would

be carried by a similarly-positioned company, and we may not be carrying those insurance policies in amounts and types sufficient

to cover every risk which may be encountered by our company.

Insurance risks associated with potential terrorist acts could sharply increase

the premiums we will pay for coverage against property and casualty claims.

We cannot assure you that we will have adequate coverage for

If any of our properties incur a casualty loss that is not fully covered by insurance, the value of our assets will be reduced

by the amount of any such uninsured loss.

In addition, other than the capital reserve or other reserves we may establish, we do not expect

to have any contingent sources of funding in place to repair or reconstruct any uninsured damaged property, and we cannot assure you that

any such sources of funding will be available to us for such purposes in the future.

Also, to the extent we must pay unexpectedly large

amounts for insurance, we could suffer reduced earnings that would result in a decreased value attributed to our publicly traded stock.

Risks Related to Ownership of Our Common Stock

Our common stock is eligible for quotation

on the Pink Market, which may have an unfavorable impact on our stock price and liquidity.

Our common stock is eligible for quotation on

the Pink Market operated by OTC Markets Group Inc.

The Pink Market is a regulated quotation service that displays real-time quotes, last

sale prices and volume information in over-the-counter securities.

The Pink Market is not an issuer listing service, market or exchange.

The requirements for quotation on the Pink Market are considerably lower and less regulated than those of an exchange.

Because of this,

it is possible that fewer brokers or dealers will be interested in making a market in our common stock because the market for such securities

is more limited, the stocks are more volatile, and the risk to investors is greater, which may impact the liquidity of our common stock.

Even if an active market begins to develop in our common stock, the quotation of our common stock on the Pink Market may result in a less

liquid market available for existing and potential stockholders to trade common stock, could depress the trading price of our common stock

and could have a long-term adverse impact on our ability to raise capital in the future.

If an active market is never developed for our

common stock, it will be difficult or impossible for you to sell any common stock you purchase.

Our common stock may be subject to significant

price volatility which may have an adverse effect on your ability to liquidate your investment in our common stock.

The market for our common stock may be characterized

by significant price volatility when compared to seasoned issuers, and we expect that our stock price will be more volatile than a seasoned

issuer for the indefinite future.

The potential volatility in our stock price is attributable to a number of factors.

First, our common

stock may be sporadically and/or thinly traded.

As a consequence of this lack of liquidity, the trading of relatively small quantities

of shares by our stockholders may disproportionately influence the price of those shares in either direction.

The price for our common

stock could, for example, decline precipitously if a large number of our shares of common stock are sold on the market without commensurate

demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its stock price.

investment in us is a speculative or “risky” investment due to our lack of meaningful profits to date and uncertainty of future

As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment

in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts

than would be the case with the stock of a seasoned issuer.

Our officers and directors own a significant

percentage of our outstanding voting securities which could reduce the ability of minority stockholders to effect certain corporate actions.

Our executive officers and directors are collectively

able to exercise approximately 84.53% of our total voting power.

As a result, they possess significant influence and can elect a majority

of our board of directors and authorize or prevent proposed significant corporate transactions without the votes of any other stockholders.

They are expected to have significant influence over a decision to enter into any corporate transaction and have the ability to prevent

any transaction that requires the approval of stockholders, regardless of whether or not our other stockholders believe that such transaction

is in our best interests.

Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control

or other business combination, which could, in turn, have an adverse effect on the market price of our common stock or prevent our stockholder

from realizing a premium over the then-prevailing market price for their common stock.

We have no current plans to pay cash dividends

on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for

a price greater than that which you paid for it.

We may retain future earnings, if any, for future

operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future.

to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things,

our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors

may deem relevant.

In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness

we or our subsidiaries incur.

As a result, you may not receive any return on an investment in our common stock unless you sell our common

stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should

not purchase our securities.

Future issuances of our common stock or

securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to

decline and would result in the dilution of your holdings.

Future issuances of our common stock or securities

convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance

of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline.

predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our

common stock.

In all events, future issuances of our common stock would result in the dilution of your holdings.

In addition, the perception

that new issuances of our securities could occur could adversely affect the market price of our common stock.

Rule 144 sales in the future may have a

depressive effect on our stock price.

All of the outstanding common stock held by the

present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the

Securities Act.

As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements

of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities

Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six

months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the

greater of 1.0% of a company’s outstanding common shares.

There is no limitation on the amount of restricted securities that may

be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if our company is a current,

reporting company under the Exchange Act.

A sale under Rule 144 or under any other exemption from the Securities Act, if available, or

pursuant to subsequent registration of common stock of present stockholders, may have a depressive effect upon the price of our common

stock in any market that may develop.

Future issuances of debt securities, which

would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior

to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able

to achieve from an investment in our common stock.

In the future, we may attempt to increase our

capital resources by offering debt securities.

Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect

to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders

of our common stock.

Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over

holders of common stock in respect of the payment of dividends and the payment of liquidating distributions.

Because our decision to issue

debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors

beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings.

our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return,

if any, they may be able to achieve from an investment in our common stock.

If our common stocks become subject to the

penny stock rules, it would become more difficult to trade our common stock.

The SEC has adopted rules that regulate broker-dealer

practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5.00,

other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems,

provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

If we do not obtain a listing on a national securities exchange and if the price of our common stock is less than $5.00, our common stock

could be deemed a penny stock.

The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt

from those rules, to deliver a standardized risk disclosure document containing specified information.

In addition, the penny stock rules

require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special

written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment

of the receipt of a risk disclosure statement;

(ii) a written agreement to transactions involving penny stocks;

and (iii) a signed and

dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the

secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

If securities industry analysts do not publish

research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could

be negatively affected.

Any trading market for our common stock may be

influenced in part by any research reports that securities industry analysts publish about us.

We do not currently have and may never

obtain research coverage by securities industry analysts.

If no securities industry analysts commence coverage of us, the market price

and market trading volume of our common stock could be negatively affected.

In the event we are covered by analysts, and one or more of

such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market

trading volume of our common stock could be negatively affected.

We are subject to ongoing public reporting

requirements that are less rigorous than for larger, more established companies, which could make our securities less attractive to investors

and may make it more difficult to compare our performance with other public companies.

We are a “smaller reporting company”

within the meaning of the Exchange Act.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer

that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting

company and that had (i) a public float of less than $250 million or (ii) annual revenues of less than $100 million and either had no

public float or a public float of less than $700 million.

As a smaller reporting company, we will not be

required and may not include a compensation discussion and analysis section in our proxy statements and we will provide only two years

of financial statements.

We also will have other “scaled” disclosure requirements that are less comprehensive than issuers

that are not smaller reporting companies.

Because we will be subject to ongoing public reporting

requirements that are less rigorous than Exchange Act rules for companies that are not smaller reporting companies, our stockholders could

receive less information than they might expect to receive from more mature public companies.

We cannot predict if investors will find

our common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less

active trading or more volatility in the price of our common stock.

Anti-takeover provisions in our charter

documents and under Nevada law could make an acquisition of our company more difficult, and limit attempts by our stockholders to replace

or remove our current management.

Provisions in our articles of incorporation and

bylaws may have the effect of delaying or preventing a change of control of our company or changes in our management.

As described above,

our executive officers and directors are collectively able to exercise a significant portion of our voting power.

Furthermore, neither

the holders of our common stock nor the holders of our preferred stock have cumulative voting rights in the election of our directors.

The combination of the present ownership by our management of a significant portion of our issued and outstanding voting power and lack

of cumulative voting makes it more difficult for other stockholders to replace our board of directors or for a third party to obtain control

of our company by replacing its board of directors.

In addition, our authorized but unissued shares

of common stock are available for our board of directors to issue without stockholder approval, subject to Nasdaq’s rules.

use these additional shares for a variety of corporate purposes, including raising additional capital, corporate acquisitions and employee

The existence of our authorized but unissued shares of common stock could render it more difficult or discourage an attempt

to obtain control of our company by means of a proxy context, tender offer, merger or other transaction since our board of directors can

issue large amounts of capital stock as part of a defense to a take-over challenge.

In addition, we have authorized in our articles of

incorporation 1,000,000,000 shares of preferred stock.

Our board acting alone and without approval of our stockholders, subject to Nasdaq’s

rules, can designate and issue one or more series of preferred stock containing super-voting provisions, enhanced economic rights, rights

to elect directors, or other dilutive features, that could be utilized as part of a defense to a take-over challenge.

In addition, various provisions of our bylaws

may also have an anti-takeover effect.

These provisions may delay, defer or prevent a tender offer or takeover attempt of our company

that a stockholder might consider in his or her best interest, including attempts that might result in a premium over the market price

for the shares held by our stockholders.

Our bylaws may be adopted, amended or repealed only by our board of directors.

Our bylaws also

contain limitations as to who may call special meetings as well as require advance notice of stockholder matters to be brought at a meeting.

Additionally, our bylaws also provide that no director may be removed by less than a two-thirds vote of the issued and outstanding shares

entitled to vote on the removal.

Our bylaws also permit the board of directors to establish the number of directors and fill any vacancies

and newly created directorships.

These provisions will prevent a stockholder from increasing the size of our board of directors and gaining

control of our board of directors by filling the resulting vacancies with its own nominees.

Our bylaws also establish an advance notice procedure

for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election

to the board of directors.

Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice

of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder who was a stockholder of

record on the record date for the meeting, who is entitled to vote at the meeting and who has given us timely written notice, in proper

form, of the stockholder’s intention to bring that business before the meeting.

Although our bylaws do not give the board of directors

the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special

or annual meeting, our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures

are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors

or otherwise attempting to obtain control of our company.

These provisions may frustrate or prevent any

attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members

of our board of directors, which is responsible for appointing the members of our management.

UNRESOLVED STAFF COMMENTS.

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