What changed in this filing

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Item 1A. Risk Factors

2024-03-27 compared with 2023-06-06 · 151 added, 466 removed, 826 unchanged (43% of the section changed)

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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.

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.

accounting firm that accompanies our financial statements for the year ended December 31, 2023 contains an explanatory paragraph relating

to our ability to continue as a going concern.

We had previously sustained operating losses since our inception, have an accumulated deficit

of $68,684,115 and $70,932,435 as of December 31, 2023 and 2022, respectively, and had negative cash flow from operating activities of

$1,807,987 and $1,099,461 during the years ended December 31, 2023 and 2022, respectively.

These factors raise a substantial doubt about

our ability to continue as a going concern.

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.

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

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

additional funds from new financing and/or future equity raises are required for continued operations and 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

$4 million to $8 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

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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.

had 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 operations.

continue as a going concern, our stockholders would likely lose most or all of their investment in our company.

Our acquisition strategy exposes us to substantial

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

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

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

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

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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,

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

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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.

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

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

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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.

were associated with our lack of (i) formal documentation over internal control procedures and environment, (ii) proper segregation of

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

We also have not developed and

effectively communicated our accounting policies and procedures to our employees, which has resulted in inconsistent practices.

undertaking remedial measures, which measures will take time to implement and test, to address these material weaknesses.

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 reports.

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

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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.

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

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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.

in many geographic areas, which shortage was 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.

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

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to greater scrutiny.

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

We cannot assure you 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

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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.

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

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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.

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

Violations of the privacy and security regulations

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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

Many states, including Florida, have enacted CON

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

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.

In the past, we have not experienced

any material adverse effects from those requirements, but we cannot predict the impact of these changes upon our operations.

A cyber security incident could cause a

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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.

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 Real Estate Business

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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.

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

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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.

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

Our co-venture partners or other partners

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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.

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

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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.

Provisions in our amended and restated articles

of incorporation and amended and restated 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.

of common stock are available for our board of directors to issue without stockholder approval.

We may use these additional shares for

a variety of corporate purposes, including raising additional capital, corporate acquisitions, and employee stock plans.

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 amended and restated articles of incorporation

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

Our board acting alone and without approval of our stockholders 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 amended

and restated 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 amended and restated bylaws may be adopted, amended, or repealed only by our

board of directors.

Our amended and restated 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 amended and restated 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 amended and restated

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 amended and restated 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 amended and

restated 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 amended and restated 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

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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