What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2021-03-31 compared with 2020-03-30 · 633 added, 502 removed, 128 unchanged (90% of the section changed)

Risk Factors.

You should carefully consider the risks described

below, as well as general economic and business risks and the other information in this Annual Report on Form 10-K.

The occurrence

of any of the events or circumstances described below or other adverse events could have a material adverse effect on our business,

results of operations and financial condition and could cause the trading price of our common stock to decline.

Additional risks

or uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risks Related to our Business

The Company is a development

stage business and subject to the many risks associated with new businesses.

current line of business has a limited operating history and our business is subject to all of the risks inherent in the establishment

of a new business enterprise.

Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications

and delays frequently encountered in connection with development and expansion of a new business enterprise.

We have incurred losses

and may continue to operate at a net loss for at least the next several years as we execute our business plan.

We had a net loss

of approximately $8.0 million for the year ended December 31, 2019, and a working capital deficit and accumulated deficit of approximately

$10.7 million and approximately $44.6 million, respectively.

Our financial situation

creates doubt whether we will continue as a going concern.

You should consider carefully the following

risk factors, together with all of the other information included or incorporated in this Annual Report.

Each of these risk factors,

either alone or taken together, could adversely affect our business, financial condition and results of operations, and adversely

affect the value of an investment in our Common Stock.

There may be additional risks that we do not know of or that we believe

are immaterial that could also impair our business and financial condition.

Risks Related

to our Business

is a development stage business and subject to the many risks associated with new businesses.

Our current line of business

has a limited operating history and our business is subject to all of the risks inherent in the establishment of a new business

Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays

frequently encountered in connection with development and expansion of a new business enterprise.

We have incurred losses and may

continue to operate at a net loss for at least the next several years as we execute our business plan.

We had a net loss of approximately

$24.2 million for the year ended December 31, 2020, and a working capital and accumulated deficit of approximately $3.0 million

and approximately $71.8 million, respectively.

Our financial

situation creates doubt whether we will continue as a going concern.

can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations

or obtain funding from this offering or additional financing through private placements, public offerings and/or bank financing

or obtain funding or additional financing through private placements, public offerings and/or bank financing

necessary to support our working capital requirements.

6 unchanged sentences

would cause investors to lose their entire investment.

Based on the report from our independent

auditors dated March 30, 2020, management stated that our financial statements for the period ended December 31, 2019, were

prepared assuming that we would continue as a going concern, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

The accompanying financial statements do not include any adjustments relating

to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable

to continue as a going concern.

We are not profitable and may never be profitable.

Since inception through the present, we have been

dependent on raising capital to support our working capital needs.

During this same period, we have recorded net accumulated losses

and are yet to achieve profitability.

Our ability to achieve profitability depends upon many factors, including our ability to

develop and commercialize our websites.

Based on the report

from our independent auditors dated March 31, 2021 , management stated that our

financial statements for the year ended December 31, 2020, were prepared assuming that we would continue as a going concern, which

contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The accompanying financial

statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities

that might be necessary should the Company be unable to continue as a going concern.

We are not profitable and may never

be profitable.

Since inception through the present, we

have been dependent on raising capital to support our working capital needs.

During this same period, we have recorded net accumulated

losses and are yet to achieve profitability.

Our ability to achieve profitability depends upon many factors, including our ability

to develop and commercialize our websites.

There can be no assurance that we will ever achieve any significant revenues or profitable

Our operating expenses exceed our revenues and

will likely continue to do so for the foreseeable future.

We are in an early stage of our development and we have not generated

sufficient revenues to offset our operating expenses.

Our operating expenses will likely continue to exceed our operating income

for the foreseeable future, until such time as we are able to monetize our brands and generate substantial revenues, particularly

as we undertake payment of the increased costs of operating as a public company.

We have assumed a significant amount of debt and our

operations may not be able to generate sufficient cash flows to meet our debt obligations, which could reduce our financial flexibility

and adversely impact our operations.

Currently the Company has considerable obligations

under notes, related party notes and lines of credit outstanding with various debtors.

Our ability to make payments on such indebtedness

will depend on our ability to generate cash flow.

The Company may not generate sufficient cash flow from operations to enable us

to repay this indebtedness and to fund other liquidity needs, including capital expenditure requirements.

Such indebtedness could

affect our operations in several ways, including the following:

Our operating expenses exceed our

revenues and will likely continue to do so for the foreseeable future.

We are in an early stage of our development

and we have not generated sufficient revenues to offset our operating expenses.

Our operating expenses will likely continue to

exceed our operating income for the foreseeable future, until such time as we are able to monetize our brands and generate substantial

revenues, particularly as we undertake payment of the increased costs of operating as a public company.

We have assumed a significant amount

of debt and our operations may not be able to generate sufficient cash flows to meet our debt obligations, which could reduce our

financial flexibility and adversely impact our operations.

Currently the Company has considerable

obligations under notes, related party notes and lines of credit outstanding with various lenders.

Our ability to make payments

on such indebtedness will depend on our ability to generate cash flow.

The Company may not generate sufficient cash flow from operations

to enable us to repay this indebtedness and to fund other liquidity needs, including capital expenditure requirements.

Such indebtedness

could affect our operations in several ways, including the following:

a significant portion of our cash flows could be required to be used to service such indebtedness;

3 unchanged sentences

debt covenants to which we may agree may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.

A high level of indebtedness increases the risk that

we may default on our debt obligations.

We may not be able to generate sufficient cash flows to pay the principal or interest on

If we cannot service or refinance our indebtedness, we may have to take actions such as selling significant assets, seeking

additional equity financing (which will result in additional dilution to stockholders) or reducing or delaying capital expenditures,

any of which could have a material adverse effect on our operations and financial condition.

If we do not have sufficient funds

and are otherwise unable to arrange financing, our assets may be foreclosed upon which could have a material adverse effect on

our business, financial condition and results of operations.

We will need additional capital, which may be

difficult to raise as a result of our limited operating history or any number of other reasons.

We expect that we will have adequate financing for

the next 6 months.

However, in the event that we exceed our expected growth, we would need to raise additional capital.

no assurance that additional equity or debt financing will be available to us when needed, on acceptable terms, or even at all.

Our limited operating history makes investor evaluation and an estimation of our future performance substantially more difficult.

As a result, investors may be unwilling to invest in us or such investment may be offered on terms or conditions that are not acceptable.

In the event that we are not able to secure financing, we may have to scale back our growth plans or cease operations.

A high level of indebtedness increases

the risk that we may default on our debt obligations.

We may not be able to generate sufficient cash flows to pay the principal

or interest on our debt.

If we cannot service or refinance our indebtedness, we may have to take actions such as selling significant

assets, seeking additional equity financing (which will result in additional dilution to stockholders) or reducing or delaying

capital expenditures, any of which could have a material adverse effect on our operations and financial condition.

have sufficient funds and are otherwise unable to arrange financing, our assets may be foreclosed upon which could have a material

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

our shares and warrants have been approved for listing on The Nasdaq Capital Market, our shares and warrants may be subject to

potential delisting if we do not meet or continue to maintain the listing requirements of The Nasdaq Capital Market, and, pursuant

to the recent letter of reprimand, we are subject to a Panel Monitor.

Our shares and warrants have been approved

for listing on The Nasdaq Capital Market (“Nasdaq”) ; however, to keep our listing on Nasdaq, we are required

(i) a minimum bid price of $1.00 per share, (ii) a certain public float, (iii) a certain number of round lot shareholders

and (iv) one of the following:

a net income from continuing operations (in the latest fiscal year or two of the three last fiscal

years) of at least $500,000, a market value of listed securities of at least $35 million or a stockholders’

least $2.5 million.

On January 4, 2021, we were notified by

Nasdaq that it had determined to delist our common stock and warrants from Nasdaq based on our non-compliance with Nasdaq’s

(i) $5 million stockholders’

equity requirement for initial listing, (ii) the $2.5 million stockholders’

equity requirement

or any of the alternatives for continued listing, and (iii) our failure to provide material information to Nasdaq.

Nasdaq’s determination and submitted such appeal to the Exchange’s Hearings Panel (the “Panel”), which

request stayed any suspension or delisting action by Nasdaq at least until the hearing process concludes and

any extension granted by the Panel expires.

In an oral hearing that took place on February 11, 2021, we presented to the Panel

a detailed plan to evidence stockholders’

equity of $5 million and addressed the other matters raised by Nasdaq.

9, 2021, Nasdaq notified us that our securities would continue to be listed on Nasdaq;

however, a letter of reprimand was issued

and a Panel Monitor has been implemented under Listing Rule 5815(d)(4)(A) for the period ending on March 9, 2022.

In the event that the Company becomes deficient

with respect to any continued listing requirement, the Company will not be afforded the opportunity to submit a compliance plan

for Nasdaq’s consideration and Nasdaq will issue a Delist Determination Letter and promptly schedule a new hearing under

Listing Rule 5810(c)(2), at which we may present a compliance plan for the Panel’s consideration.

In the event of a new hearing,

any suspension or delisting action would be stayed pending the completion of the hearings process and the expiration of any additional

extension period granted by the Panel following the hearing.

In the event that during the Panel Monitor

period we become deficient with respect to any continued listing requirement, we would need to appeal to the Panel, and if such

appeal is ultimately unsuccessful, our common stock and warrants could be delisted from Nasdaq.

If our securities are delisted,

trading will most likely take place on the OTC Marketplace operated by OTC Markets Group Inc.

An investor is likely to find it

less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market, and

many investors may not buy or sell our common stock due to difficulty in accessing over-the-counter markets, or due to policies

preventing them from trading in securities not listed on a national exchange or other reasons, and our ability to issue additional

securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially

and adversely affected if our common stock is not traded on a national securities exchange.

For these reasons and others, delisting

would adversely affect the liquidity, trading volume and price of our common stock, causing the value of an investment in us to

decrease and having an adverse effect on our business, financial condition and results of operations, including our ability to

attract and retain qualified executives and employees and to raise capital.

We will need additional capital,

which may be difficult to raise as a result of our limited operating history or any number of other reasons.

that we will have adequate financing for the next 12 months.

However, in the event that we exceed our expected growth, we would

need to raise additional capital.

There is no assurance that additional equity or debt financing will be available to us when needed,

on acceptable terms, or even at all.

Our limited operating history makes investor evaluation and an estimation of our future performance

substantially more difficult.

As a result, investors may be unwilling to invest in us or such investment may be offered on terms

or conditions that are not acceptable.

In the event that we are not able to secure financing, we may have to scale back our growth

plans or cease operations.

We face intense competition.

If we do not provide

digital content that is useful to users, we may not remain competitive, and our potential revenues and operating results could

be adversely affected.

Our business is rapidly evolving and intensely competitive,

and is subject to changing technologies, shifting user needs, and frequent introductions of new products and services.

to compete successfully depends heavily on providing digital content that is useful and enjoyable for our users and delivering

our content through innovative technologies in the marketplace.

We face competition from others in the digital content

creation industry and media companies.

Our current and potential competitors range from large and established companies to emerging

Established companies have longer operating histories and more established relationships with customers and users, and

they can use their experience and resources in ways that could affect our competitive position, including by making acquisitions,

investing aggressively in research and development, aggressively initiating intellectual property claims (whether or not meritorious)

and competing aggressively for advertisers and websites.

Emerging start-ups may be able to innovate and provide products and services

faster than we can.

Additionally, our operating results would suffer if

our digital content is not appropriately timed with market opportunities, or if our digital content is not effectively brought

As technology continues to develop, our competitors may be able to offer user experiences that are, or that are seen

to be, substantially similar to or better than, ours.

This may force us to compete in different ways and expend significant resources

in order to remain competitive.

If our competitors are more successful than we are in developing compelling content or in attracting

and retaining users and advertisers, our revenues and operating results could be adversely affected.

If we fail to retain existing users or add new

users, or if our users decrease their level of engagement with our products, our revenue, financial results, and business may be

significantly harmed.

The size of our user base and our user’s level

of engagement are critical to our success.

do not provide digital content that is useful to users, we may not remain competitive, and our potential revenues and operating

results could be adversely affected.

Our business is rapidly evolving and intensely

competitive, and is subject to changing technologies, shifting user needs, and frequent introductions of new products and services.

Our ability to compete successfully depends heavily on providing digital content that is useful and enjoyable for our users and

delivering our content through innovative technologies in the marketplace.

We face competition from others in the

digital content creation industry and media companies.

Our current and potential competitors range from large and established companies

to emerging start-ups.

Established companies have longer operating histories and more established relationships with customers

and users, and they can use their experience and resources in ways that could affect our competitive position, including by making

acquisitions, investing aggressively in research and development, aggressively initiating intellectual property claims (whether

or not meritorious) and competing aggressively for advertisers and websites.

Emerging start-ups may be able to innovate and provide

products and services faster than we can.

Additionally, our operating results would

suffer if our digital content is not appropriately timed with market opportunities, or if our digital content is not effectively

brought to market.

As technology continues to develop, our competitors may be able to offer user experiences that are, or that

are seen to be, substantially similar to or better than, ours.

This may force us to compete in different ways and expend significant

resources in order to remain competitive.

If our competitors are more

successful than we are in developing compelling content or in attracting and retaining users and advertisers, our revenues and

operating results could be adversely affected.

If we fail to retain existing users

or add new users, or if our users decrease their level of engagement with our products, our revenue, financial results, and business

may be significantly harmed.

The size of our user base and our user’s

level of engagement are critical to our success.

Our financial performance will be significantly determined by our success in adding,

29 unchanged sentences

our current or future products, such as our development tools and application programming interfaces that enable developers to build, grow, and monetize mobile and web applications, reduce user activity on our products by making it easier for our users to interact and share on third-party mobile and web applications.

If we are unable to maintain or increase our user

base and user engagement, our revenue and financial results may be adversely affected.

Any decrease in user retention, growth,

or engagement could render our products less attractive to users, marketers, and developers, which is likely to have a material

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

If our active user growth rate continues

to slow, we will become increasingly dependent on our ability to maintain or increase levels of user engagement and monetization

in order to drive revenue growth.

We face competition from traditional media companies,

and we may not be included in the advertising budgets of large advertisers, which could harm our operating results.

In addition to internet companies, we face competition

from companies that offer traditional media advertising opportunities.

Most large advertisers have set advertising budgets, a very

small portion of which is allocated to Internet advertising.

We expect that large advertisers will continue to focus most of their

advertising efforts on traditional media.

If we fail to convince these companies to spend a portion of their advertising budgets

with us, or if our existing advertisers reduce the amount they spend on our programs, our operating results would be harmed.

If we are unable to maintain or increase

our user base and user engagement, our revenue and financial results may be adversely affected.

Any decrease in user retention,

growth, or engagement could render our products less attractive to users, marketers, and developers, which is likely to have a

material and adverse impact on our revenue, business, financial condition, and results of operations.

If our active user growth

rate continues to slow, we will become increasingly dependent on our ability to maintain or increase levels of user engagement

and monetization in order to drive revenue growth.

We face competition from traditional

media companies, and we may not be included in the advertising budgets of large advertisers, which could harm our operating results.

In addition to internet companies, we face

competition from companies that offer traditional media advertising opportunities.

Most large advertisers have set advertising

budgets, a very small portion of which is allocated to Internet advertising.

We expect that large advertisers will continue to

focus most of their advertising efforts on traditional media.

If we fail to convince these companies to spend a portion of their

advertising budgets with us, or if our existing advertisers reduce the amount they spend on our programs, our operating results

would be harmed.

Acquisitions may disrupt growth.

We may pursue strategic acquisitions in the future.

Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control

environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients

of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure

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

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

Fully integrating an acquired

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

We cannot assure you that we will be successful

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

These risks may

prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic

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

We may pursue strategic acquisitions in

Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations

and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the

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

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

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

Fully integrating

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

We cannot assure you that we will be

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

risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full

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

These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.

Our business depends on strong brands and relationships,

and if we are not able to maintain our relationships and enhance our brands, our ability to expand our base of users, advertisers

and affiliates will be impaired and our business and operating results could be harmed.

Our business depends on strong brands

and relationships, and if we are not able to maintain our relationships and enhance our brands, our ability to expand our base

of users, advertisers and affiliates will be impaired and our business and operating results could be harmed.

Maintaining and enhancing our brands’

may require us to make substantial investments and these investments may not be successful.

If we fail to promote and maintain

the brands’

profiles, or if we incur excessive expenses in this effort, our business and operating results could be harmed.

profiles may require us to make substantial investments and these investments may not be successful.

If we fail to promote and

maintain the brands’

profiles, or if we incur excessive expenses in this effort, our business and operating results could

We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands’

profiles may become

increasingly difficult and expensive.

Maintaining and enhancing our brands will depend largely on our ability to be

a technology leader and to continue to provide attractive products and services, which we may not do successfully.

We depend on our key management personnel and

the loss of their services could adversely affect our business.

We place substantial reliance upon the efforts and

abilities of Jeremy Frommer, our Chief Executive Officer, and our other executive officers and directors.

Though no individual

is indispensable, the loss of the services of these executive officers could have a material adverse effect on our business, operations,

revenues or prospects.

may become increasingly difficult and expensive.

Maintaining and enhancing our brands will depend largely on our ability to

be a technology leader and to continue to provide attractive products and services, which we may not do successfully.

We depend on our key management personnel

and the loss of their services could adversely affect our business.

We place substantial reliance upon the

efforts and abilities of Jeremy Frommer, our Chief Executive Officer, and our other executive officers and directors.

individual is indispensable, the loss of the services of these executive officers could have a material adverse effect on our business,

operations, revenues or prospects.

We do not currently maintain key man life insurance on the lives of these individuals.

We have not adopted various corporate governance

measures, and, as a result, stockholders may have limited protections against interested director transactions, conflicts of interest

and similar matters.

Federal legislation, including the Sarbanes-Oxley

Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of corporate

management and the securities markets.

Because our securities are not yet listed on a national securities exchange, we are not

required to adopt these corporate governance measures and have not done so voluntarily in order to avoid incurring the additional

costs associated with such measures.

Among these measures is the establishment of independent committees of the Board of Directors.

However, to the extent a public market develops for our securities, such legislation will require us to make changes to our current

corporate governance practices.

Those changes may be costly and time-consuming.

Furthermore, the absence of the governance measures

referred to above with respect to our Company may leave our shareholders with more limited protection in connection with interested

director transactions, conflicts of interest and similar matters.

If we are unable to protect our intellectual

property, the value of our brands and other intangible assets may be diminished, and our business may be adversely affected.

We rely and expect to continue to rely on a combination

of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships,

as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights.

United States and internationally, we have filed various applications for protection of certain aspects of our intellectual property,

and we currently hold a number of registered trademarks and issued patents in multiple jurisdictions and have acquired patents

and patent applications from third parties.

Third parties may knowingly or unknowingly infringe our proprietary rights, third

parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved.

In addition, effective intellectual property protection may not be available in every country in which we operate or intend to

operate our business.

In any or all of these cases, we may be required to expend significant time and expense in order to prevent

infringement or to enforce our rights.

Although we have generally taken measures to protect our proprietary rights, there can be

no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business.

In addition, we regularly contribute software source code under open source licenses and have made other technology we developed

available under other open licenses, and we include open source software in our products.

If the protection of our proprietary

rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brands and other intangible

assets may be diminished and competitors may be able to more effectively mimic our products, services, and methods of operations.

We rely and expect to continue to rely

on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with

whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect

our proprietary rights.

In the United States and internationally, we have filed various applications for protection of certain

aspects of our intellectual property, and we currently hold a number of registered trademarks and issued patents in multiple jurisdictions

and have acquired patents and patent applications from third parties.

Third parties may knowingly or unknowingly infringe

our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent

applications may not be approved.

In addition, effective intellectual property protection may not be available in every country

in which we operate or intend to operate our business.

In any or all of these cases, we may be required to expend significant time

and expense in order to prevent infringement or to enforce our rights.

Although we have generally taken measures to protect our

proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to

ours and compete with our business.

In addition, we regularly contribute software source code under open source licenses and have

made other technology we developed available under other open licenses, and we include open source software in our products.

the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value

of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic our products,

services, and methods of operations.

Any of these events could have an adverse effect on our business and financial results.

We are subject to payment processing risk.

We accept payments using a variety of different payment

methods, including credit and debit cards and direct debit.

We are subject to payment processing

We accept payments using a variety of different

payment methods, including credit and debit cards and direct debit.

We rely on third parties to process payments.

Acceptance and processing

of these payment methods are subject to certain certifications, rules and regulations.

To the extent there are disruptions in our

or third-party payment processing systems, material changes in the payment ecosystem, failure to recertify and/or changes

to rules or regulations concerning payment processing, we could be subject to fines and/or civil liability, or lose our ability

to accept credit and debit card payments, which would harm our reputation and adversely impact our results of operations.

We are subject to risk as it relates to software

that we license from third parties.

We license software from third parties,

much of which is integral to our systems and our business.

The licenses are generally terminable if we breach our obligations under

the license agreements.

If any of these relationships were terminated or if any of these parties were to cease doing business or

cease to support the applications we currently utilize, we may be forced to spend significant time and money to replace the licensed

Failures or reduced accessibility of third-party

software on which we rely could impair the availability of our platform and applications and adversely affect our business.

We license software from third parties for

integration into our Vocal platform, including open source software.

These licenses might not continue to be available to us on

acceptable terms, or at all.

While we are not substantially dependent upon any third-party software, the loss of the right to use

all or a significant portion of our third-party software required for the development, maintenance and delivery of our applications

Acceptance and

processing of these payment methods are subject to certain certifications, rules and regulations.

To the extent there are disruptions

in our or third-party payment processing systems, material changes in the payment ecosystem, failure to recertify and/or

changes to rules or regulations concerning payment processing, we could be subject to fines and/or civil liability, or lose our

ability to accept credit and debit card payments, which would harm our reputation and adversely impact our results of operations.

We are subject to risk as it relates

to software that we license from third parties.

We license software from third

parties, much of which is integral to our systems and our business.

The licenses are generally terminable if we breach our obligations

under the license agreements.

If any of these relationships were terminated or if any of these parties were to cease doing business

or cease to support the applications we currently utilize, we may be forced to spend significant time and money to replace the

licensed software.

Failures or reduced accessibility

of third-party software on which we rely could impair the availability of our platform and applications and adversely affect our

We license software from third

parties for integration into our Vocal platform, including open source software.

These licenses might not continue to be available

to us on acceptable terms, or at all.

While we are not substantially dependent upon any third-party software, the loss of the right

to use all or a significant portion of our third-party software required for the development, maintenance and delivery of our applications

could result in delays in the provision of our applications until we develop or identify, obtain and integrate equivalent technology,

which could harm our business.

Any errors or defects in the hardware or software

we use could result in errors, interruptions, cyber incidents or a failure of our applications.

Any significant interruption in

the availability of all or a significant portion of such software could have an adverse impact on our business unless and until

Any errors or defects in the hardware or

software we use could result in errors, interruptions, cyber incidents or a failure of our applications.

Any significant interruption

in the availability of all or a significant portion of such software could have an adverse impact on our business unless and until

we can replace the functionality provided by these applications at a similar cost.

11 unchanged sentences

platform and applications or is otherwise not adequately maintained or updated.

We need to manage growth in operations to maximize

our potential growth and achieve our expected revenues and our failure to manage growth will cause a disruption of our operations,

resulting in the failure to generate revenue.

In order to maximize potential growth in our current

and potential markets, we believe that we must expand our marketing operations.

This expansion will place a significant strain

on our management and our operational, accounting, and information systems.

We need to manage growth in operations

to maximize our potential growth and achieve our expected revenues and our failure to manage growth will cause a disruption of

our operations, resulting in the failure to generate revenue.

In order to maximize potential growth in

our current and potential markets, we believe that we must expand our marketing operations.

This expansion will place a significant

strain on our management and our operational, accounting, and information systems.

We expect that we will need to continue to improve

4 unchanged sentences

the revenues we expect.

In order to achieve the general strategies of our

company we need to maintain and search for hard-working employees who have innovative initiatives, while at the same time, keep

a close eye on any and all expanding opportunities in our marketplace.

We plan to generate a significant portion of

our revenues from advertising and affiliate sales relationships, and a reduction in spending by or loss of advertisers and general

decrease in online spending could adversely harm our business.

We plan to generate a substantial portion of our revenues

from advertisers.

In order to achieve the general strategies

of our company we need to maintain and search for hard-working employees who have innovative initiatives, while at the same time,

keep a close eye on any and all expanding opportunities in our marketplace.

We plan to generate a significant

portion of our revenues from advertising and affiliate sales relationships, and a reduction in spending by or loss of advertisers

and general decrease in online spending could adversely harm our business.

We plan to generate a substantial portion

of our revenues from advertisers.

Our advertisers may be able to terminate prospective contracts with us at any time.

Advertisers will not continue

to do business with us if their investment in advertising with us does not generate sales leads, and ultimately customers, or if

we do not deliver their advertisements in an appropriate and effective manner.

If we are unable to remain competitive and provide

value to our advertisers, they may stop placing ads with us, which would adversely affect our revenues and business.

expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.

macroeconomic conditions can also have a material negative impact on the demand for advertising and cause our advertisers to reduce

the amounts they spend on advertising, which could adversely affect our revenues and business.

will not continue to do business with us if their investment in advertising with us does not generate sales leads, and ultimately

customers, or if we do not deliver their advertisements in an appropriate and effective manner.

If we are unable to remain competitive

and provide value to our advertisers, they may stop placing ads with us, which would adversely affect our revenues and business.

In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.

Adverse macroeconomic conditions can also have a material negative impact on the demand for advertising and cause our advertisers to

reduce the amounts they spend on advertising, which could adversely affect our revenues and business.

Security breaches could harm our business.

Security breaches have become more prevalent in the

technology industry.

We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information

we collect, use, store and disclose, but there is no guarantee that inadvertent (e.g., software bugs or other technical malfunctions,

employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite our efforts.

we have not experienced any material security breaches to date, we may in the future experience attempts to disable our systems

or to breach the security of our systems.

Techniques used to obtain unauthorized access to personal information, confidential information

and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized

until launched against a target.

As a result, we may be unable to anticipate these techniques or to implement adequate preventative

If an actual or perceived security breach occurs,

the market perception of our security measures could be harmed, and we could lose sales and customers and/or suffer other negative

consequences to our business.

A security breach could adversely affect the digital content experience and cause the loss or corruption

of data, which could harm our business, financial condition and operating results.

Any failure to maintain the security of our

infrastructure could result in loss of personal information and/or other confidential information, damage to our reputation and

customer relationships, early termination of our contracts and other business losses, indemnification of our customers, financial

Security breaches have become more prevalent

in the technology industry.

We believe that we take reasonable steps to protect the security, integrity and confidentiality of

the information we collect, use, store and disclose, but there is no guarantee that inadvertent (e.g., software bugs or other technical

malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite our efforts.

Although we have not experienced any material security breaches to date, we may in the future experience attempts to disable our

systems or to breach the security of our systems.

Techniques used to obtain unauthorized access to personal information, confidential

information and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally

are not recognized until launched against a target.

As a result, we may be unable to anticipate these techniques or to implement

adequate preventative measures.

If an actual or perceived security breach

occurs, the market perception of our security measures could be harmed, and we could lose sales and customers and/or suffer other

negative consequences to our business.

A security breach could adversely affect the digital content experience and cause the loss

or corruption of data, which could harm our business, financial condition and operating results.

Any failure to maintain the security

of our infrastructure could result in loss of personal information and/or other confidential information, damage to our reputation

and customer relationships, early termination of our contracts and other business losses, indemnification of our customers, financial

penalties, litigation, regulatory investigations and other significant liabilities.

1 unchanged sentence

incident, we may incur losses in excess of their insurance coverage.

Moreover, if a high profile security breach occurs

with respect to us or another digital entertainment company, our customers and potential customers may lose trust in the security

of our business model generally, which could adversely impact our ability to retain existing customers or attract new ones.

The laws and regulations concerning data privacy

and data security are continually evolving;

Moreover, if a high-profile security breach

occurs with respect to us or another digital entertainment company, our customers and potential customers may lose trust in the

security of our business model generally, which could adversely impact our ability to retain existing customers or attract new

The laws and regulations concerning

data privacy and data security are continually evolving;

our or our platform providers’

actual or perceived failure to comply with these

laws and regulations could harm our business.

Customers view our content online, using third-party

platforms and networks and on mobile devices.

actual or perceived failure to comply

with these laws and regulations could harm our business.

Customers view our content online, using

third-party platforms and networks and on mobile devices.

We collect and store significant amounts of information about our customers—both

10 unchanged sentences

and distracting government investigations and could result in substantial fines.

Data privacy protection laws are rapidly changing

and likely will continue to do so for the foreseeable future.

government, including the Federal Trade Commission and the

Department of Commerce, is continuing to review the need for greater regulation over the collection of personal information and

information about consumer behavior on the Internet and on mobile devices and the EU has proposed reforms to its existing data

Data privacy protection laws are rapidly

changing and likely will continue to do so for the foreseeable future.

government, including the Federal Trade Commission

and the Department of Commerce, is continuing to review the need for greater regulation over the collection of personal information

and information about consumer behavior on the Internet and on mobile devices and the EU has proposed reforms to its existing data

protection legal framework.

3 unchanged sentences

us with information regarding our players that is necessary for compliance with these various types of regulations.

Customer interaction with our content is subject to

our privacy policy and terms of service.

If we fail to comply with our posted privacy policy or terms of service or if we fail

to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against

us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact our

financial condition and harm our business.

Customer interaction with our content is

subject to our privacy policy and terms of service.

If we fail to comply with our posted privacy policy or terms of service or

if we fail to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation

against us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact

our financial condition and harm our business.

If regulators, the media or consumers raise any concerns about our privacy and data

protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage

our reputation, and negatively impact our financial condition and damage our business.

In the area of information security and data protection,

many jurisdictions have passed laws requiring notification when there is a security breach for personal data or requiring the adoption

of minimum information security standards that are often vaguely defined and difficult to implement.

Our security measures and

standards may not be sufficient to protect personal information and we cannot guarantee that our security measures will prevent

security breaches.

A security breach that compromises personal information could harm our reputation and result in a loss of confidence

in our products and ultimately in a loss of customers, which could adversely affect our business and impact our financial condition.

This could also subject us to liability under applicable security breach-related laws and regulations and could result in additional

compliance costs, costs related to regulatory inquiries and investigations, and an inability to conduct our business.

Changes to federal, state or international laws

or regulations applicable to our company could adversely affect our business.

Our business is subject to a variety of federal, state

and international laws and regulations, including those with respect privacy, data, and other laws.

These laws and regulations,

and the interpretation or application of these laws and regulations, could change.

In addition, new laws or regulations affecting

our business could be enacted.

These laws and regulations are frequently costly to comply with and may divert a significant portion

of management’s attention.

If we fail to comply with these applicable laws or regulations, we could be subject to significant

liabilities which could adversely affect our business.

If any of our relationships with internet search

websites terminate, if such websites’

methodologies are modified or if we are outbid by competitors, traffic to our websites

could decline.

We depend in part on various internet search websites,

such as Google.com, Bing.com, Yahoo.com and other websites to direct a significant amount of traffic to our websites.

Search websites

typically provide two types of search results, algorithmic and purchased listings.

Algorithmic listings generally are determined

and displayed as a result of a set of unpublished formulas designed by search engine companies in their discretion.

Purchased listings

generally are displayed if particular word searches are performed on a search engine.

We rely on both algorithmic and purchased

search results, as well as advertising on other internet websites, to direct a substantial share of visitors to our websites and

to direct traffic to the advertiser customers we serve.

If these internet search websites modify or terminate their relationship

with us or we are outbid by our competitors for purchased listings, meaning that our competitors pay a higher price to be listed

above us in a list of search results, traffic to our websites could decline.

Such a decline in traffic could affect our ability

to generate advertising revenue and could reduce the desirability of advertising on our websites.

Our business involves risks of liability claims

arising from our media content, which could adversely affect our ability to generate revenue and could increase our operating expenses.

As a distributor of media content, we face potential

liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, obscenity, violation of rights

of publicity and/or obscenity laws and other claims based on the nature and content of the materials distributed.

These types of

claims have been brought, sometimes successfully, against broadcasters, publishers, online services and other disseminators of

media content.

Any imposition of liability that is not covered by insurance or is in excess of our insurance coverage could have

a material adverse effect on us.

protection or consumer protection practices, even if

unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively impact our financial

condition and damage our business.

In the area of information security and

data protection, many jurisdictions have passed laws requiring notification when there is a security breach for personal data or

requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement.

security measures and standards may not be sufficient to protect personal information and we cannot guarantee that our security

measures will prevent security breaches.

A security breach that compromises personal information could harm our reputation and

result in a loss of confidence in our products and ultimately in a loss of customers, which could adversely affect our business

and impact our financial condition.

This could also subject us to liability under applicable security breach-related laws and regulations

and could result in additional compliance costs, costs related to regulatory inquiries and investigations, and an inability to

conduct our business.

Changes to federal, state or international

laws or regulations applicable to our company could adversely affect our business.

Our business is subject to a variety of

federal, state and international laws and regulations, including those with respect privacy, data, and other laws.

These laws and

regulations, and the interpretation or application of these laws and regulations, could change.

In addition, new laws or regulations

affecting our business could be enacted.

These laws and regulations are frequently costly to comply with and may divert a significant

portion of management’s attention.

If we fail to comply with these applicable laws or regulations, we could be subject to

significant liabilities which could adversely affect our business.

If any of our relationships with

internet search websites terminate, if such websites’

methodologies are modified or if we are outbid by competitors, traffic

to our websites could decline.

We depend in part on various internet search

websites, such as Google.com, Bing.com, Yahoo.com and other websites to direct a significant amount of traffic to our websites.

Search websites typically provide two types of search results, algorithmic and purchased listings.

Algorithmic listings generally

are determined and displayed as a result of a set of unpublished formulas designed by search engine companies in their discretion.

Purchased listings generally are displayed if particular word searches are performed on a search engine.

We rely on both algorithmic

and purchased search results, as well as advertising on other internet websites, to direct a substantial share of visitors to our

websites and to direct traffic to the advertiser customers we serve.

If these internet search websites modify or terminate their

relationship with us or we are outbid by our competitors for purchased listings, meaning that our competitors pay a higher price

to be listed above us in a list of search results, traffic to our websites could decline.

Such a decline in traffic could affect

our ability to generate advertising revenue and could reduce the desirability of advertising on our websites.

Our business involves risks of liability

claims arising from our media content, which could adversely affect our ability to generate revenue and could increase our operating

As a distributor of media content, we face

potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, obscenity, violation

of rights of publicity and/or obscenity laws and other claims based on the nature and content of the materials distributed.

types of claims have been brought, sometimes successfully, against broadcasters, publishers, online services and other disseminators

of media content.

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

have a material adverse effect on us.

In addition, measures to reduce our exposure to liability in connection with content available

2 unchanged sentences

could increase our operating expenses.

Intellectual property litigation could expose

us to significant costs and liabilities and thus negatively affect our business, financial condition and results of operations.

We may be subject to claims of infringement of third

party patents and trademarks and other violations of third party intellectual property rights.

Intellectual property disputes are

generally time-consuming and expensive to litigate or settle, and the outcome of such disputes is uncertain and difficult to predict.

The existence of such disputes may require us to set-aside substantial reserves, and has the potential to significantly affect

our overall financial standing.

To the extent that claims against us are successful, they may subject us to substantial liability,

and we may have to pay substantial monetary damages, change aspects of our business model, and/or discontinue any of our services

or practices that are found to be in violation of another party’s rights.

Such outcomes may severely restrict or hinder ongoing

business operations and impact the value of our business.

Successful claims against us could also result in us having to seek a

license to continue our practices.

Under such conditions, a license may or may not be offered or otherwise made available to us.

If a license is made available to us, the cost of the license may significantly increase our operating burden and expenses, potentially

resulting in a negative effect on our business, financial condition and results of operations.

Although we have been and are currently involved in

multiple areas of commerce, internet services, and high technology where there is a substantial risk of future patent litigation,

we have not obtained insurance for patent infringement losses.

If we are unsuccessful at resolving pending and future patent litigation

in a reasonable and affordable manner, it could disrupt our business and operations, including by negatively impacting areas of

commerce or putting us at a competitive disadvantage.

If we are unable to obtain or maintain key website

addresses, our ability to operate and grow our business may be impaired.

Our website addresses, or domain names, are critical

to our business.

Intellectual property litigation

could expose us to significant costs and liabilities and thus negatively affect our business, financial condition and results of

We may be subject to claims of infringement

of third-party patents and trademarks and other violations of third-party intellectual property rights.

Intellectual property disputes

are generally time-consuming and expensive to litigate or settle and the outcome of such disputes is uncertain and difficult to

The existence of such disputes may require us to set-aside substantial reserves and has the potential to significantly

affect our overall financial standing.

To the extent that claims against us are successful, they may subject us to substantial

liability, and we may have to pay substantial monetary damages, change aspects of our business model, and/or discontinue any of

our services or practices that are found to be in violation of another party’s rights.

Such outcomes may severely restrict

or hinder ongoing business operations and impact the value of our business.

Successful claims against us could also result in us

having to seek a license to continue our practices.

Under such conditions, a license may or may not be offered or otherwise made

available to us.

If a license is made available to us, the cost of the license may significantly increase our operating burden

and expenses, potentially resulting in a negative effect on our business, financial condition and results of operations.

Although we have been and are currently

involved in multiple areas of commerce, internet services, and high technology where there is a substantial risk of future patent

litigation, we have not obtained insurance for patent infringement losses.

If we are unsuccessful at resolving pending and future

patent litigation in a reasonable and affordable manner, it could disrupt our business and operations, including by negatively

impacting areas of commerce or putting us at a competitive disadvantage.

If we are unable to obtain or maintain

key website addresses, our ability to operate and grow our business may be impaired.

Our website addresses, or domain names,

are critical to our business.

We currently own more than 415 domain names.

However, the regulation of domain names is subject to change, and

it may be difficult for us to prevent third parties from acquiring domain names that are similar to ours, that infringe our trademarks

or that otherwise decrease the value of our brands.

If we are unable to obtain or maintain key domain names for the various areas

of our business, our ability to operate and grow our business may be impaired.

We may have difficulty scaling and adapting

our existing network infrastructure to accommodate increased traffic and technology advances or changing business requirements,

However, the regulation of domain names is subject to

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

our trademarks or that otherwise decrease the value of our brands.

If we are unable to obtain or maintain key domain names for

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

We may have difficulty scaling and

adapting our existing network infrastructure to accommodate increased traffic and technology advances or changing business requirements,

which could cause us to incur significant expenses and lead to the loss of users and advertisers.

To be successful, our network infrastructure has to

perform well and be reliable.

The greater the user traffic and the greater the complexity of our products and services, the more

computer power we will need.

We could incur substantial costs if we need to modify our websites or our infrastructure to adapt

to technological changes.

If we do not maintain our network infrastructure successfully, or if we experience inefficiencies and

operational failures, the quality of our products and services and our users’

To be successful, our network infrastructure

has to perform well and be reliable.

The greater the user traffic and the greater the complexity of our products and services,

the more computer power we will need.

We could incur substantial costs if we need to modify our websites or our infrastructure

to adapt to technological changes.

If we do not maintain our network infrastructure successfully, or if we experience inefficiencies

and operational failures, the quality of our products and services and our users’

experience could decline.

Maintaining an efficient

and technologically advanced network infrastructure is particularly critical to our business because of the pictorial nature of

the products and services provided on our websites.

A decline in quality could damage our reputation and lead us to lose current

and potential users and advertisers.

Cost increases, loss of traffic or failure to accommodate new technologies or changing business

requirements could harm our operating results and financial condition.

Operating a network open to all internet users

may result in legal consequences.

Our Terms and Conditions clearly state that our network

and services are only to be used by users who are over 13 years old.

Although we will terminate accounts that are known to be held

by persons age 13 or younger, it is impractical to independently verify that all activity occurring on our network fits into this

Maintaining an

efficient and technologically advanced network infrastructure is particularly critical to our business because of the pictorial

nature of the products and services provided on our websites.

A decline in quality could damage our reputation and lead us to lose

current and potential users and advertisers.

Cost increases, loss of traffic or failure to accommodate new technologies or changing

business requirements could harm our operating results and financial condition.

Operating a network open to all internet

users may result in legal consequences.

Our Terms and Conditions clearly state

that our network and services are only to be used by users who are over 13 years old.

Although we will terminate accounts that

are known to be held by persons age 13 or younger, it is impractical to independently verify that all activity occurring on our

network fits into this description.

As such, we run the risk of federal and state law enforcement prosecution.

Unfavorable global

economic, business, or political conditions could adversely affect our business, financial condition or results of operations.

results of operations could be adversely affected by general conditions in the global economy and in the global financial markets,

including conditions that are outside of our control, including the impact of health and safety concerns, such as those relating

to the current COVID-19 coronavirus (“COVID-19”) pandemic.

On January 30, 2020 the World Health Organization

declared COVID-19 a “Public Health Emergency of International Concern”

and on March 10, 2020, declared it to be a pandemic.

Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in

certain areas, and forced closures for certain types of public places and businesses.

The COVID-19 coronavirus and actions taken

to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries,

including the geographical area in which the Company operates.

Additionally,

the global financial crisis in connection with the COVID-19 pandemic has caused extreme volatility and disruptions in the capital

and credit markets.

A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened

demand for our Vocal platform and our ability to raise additional capital when needed on acceptable terms, if at all.

foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market

conditions could adversely impact our business .

Our board of directors

recently concluded that we needed to restate previously issued financial statements as a result of a change in accounting for a

make-whole provision.

On March 13, 2021, our audit committee concluded, after consultation

with management and the Company’s financial consulting firm, that our previously issued unaudited financial statements for the period

ended September 30, 2020, included in the Company’s Quarterly Reports of Form 10-Q for the period ended September 30, 2020, should

no longer be relied upon as a result of the change in accounting for a make-whole provision.

We concluded that a derivative liability

of $3,041,688 should have been recorded as of September 30, 2020.

The adjustments resulting therefrom, which are non-cash in nature, but

has no impact on previously reported cash, total assets, and revenues.

Risks Related To Our Common Stock

The price of our common stock may be subject

to wide fluctuations.

Even though we have our shares quoted on the OTCQB Venture Market,

a consistently active trading market for our common stock may not exist.

You may not be able to sell your shares quickly or at

the current market price if trading in our stock is not active.

You may lose all or a part of your investment.

market price of our Common Stock may be highly volatile and subject to wide fluctuations in response to a variety of factors and

risks, many of which are beyond our control.

In addition to the risks noted elsewhere in this Annual Report on Form

10-K, some of the other factors affecting our stock price may include:

The price of our common stock may be subject to wide fluctuations.

Even though we have our shares listed with The

Nasdaq Capital Market,, the market price of our Common Stock may be highly volatile and subject to wide fluctuations in response to a

variety of factors and risks, many of which are beyond our control.

In addition to the risks noted elsewhere in this Form 10-K,

some of the other factors affecting our stock price may include:

variations in our operating results;

4 unchanged sentences

future sales of our Common Stock.

For these reasons, comparing our operating results on a

period-to-period basis may not be meaningful, and you should not rely on past results as an indication of future performance.

In the past, following periods of volatility in the market price of a public company’s securities, securities class

action litigation has often been instituted against the public company.

Regardless of its outcome, this type of

litigation could result in substantial costs to us and a likely diversion of our management’s attention.

receive a positive return on your investment when you sell your shares and you may lose the entire amount of your

We may, in the future, issue additional shares

of common stock, which would reduce investors’

For these reasons, comparing our operating

results on a period-to-period basis may not be meaningful, and you should not rely on past results as an indication of future performance.

In the past, following periods of volatility in the market price of a public company’s securities, securities class action

litigation has often been instituted against the public company.

Regardless of its outcome, this type of litigation

could result in substantial costs to us and a likely diversion of our management’s attention.

You may lose all of your investment.

Investing in our common stock involves

a high degree of risk.

As an investor, you might never recoup all, or even part of, your investment and you may never realize any

return on your investment.

You must be prepared to lose all your investment.

We may, in the future, issue additional

shares of common stock, which would reduce investors’

percent of ownership and dilute our share value

Our articles of incorporation authorize the issuance of 15,000,000

shares of common stock, and 20,000,000 shares of preferred stock.

Currently the Company has no shares of preferred stock outstanding.

Additionally, as of March 30, 2020, there are outstanding (i) warrants to purchase 887,964 shares of our common;

and (ii) options

exercisable into 911,500 shares of our common stock.

In addition, the Company has convertible notes outstanding that

are convertible into 724,751shares of the Company’s common stock.

Assuming all of the Company’s currently outstanding

warrants and options be exercised and all convertible notes be converted, the Company would have to issue an additional 2,502,185

Our Second Amended and Restated Articles of Incorporation

authorize the issuance of 100,000,000 shares of common stock, and 20,000,000 shares of preferred stock.

Currently the Company has 1,374

shares of Preferred Series E stock outstanding.

Additionally, as of March 31, 2021 there are outstanding (i) warrants to purchase 6,272,944

shares of our common stock;

(ii) options exercisable into 2,010,687 shares of our common stock;

and (iii) 333,495 shares underlying the

conversion of Preferred Series E shares.

Assuming all of the Company’s currently

outstanding warrants and options are exercised and all convertible notes be converted, the Company would have to issue an additional

8,617,126 shares of common stock representing 79.2% of our current issued and outstanding common stock.

The future issuance of this common

stock would result in substantial dilution in the percentage of our common stock held by our then existing shareholders.

value any Common Stock issued in the future on an arbitrary basis.

As of the date of this

filing, none of the Company’s outstanding convertible notes are currently convertible into Common Stock.

The future issuance

of this common stock would result in substantial dilution in the percentage of our common stock held by our then existing shareholders.

We may value any Common Stock issued in the future on an arbitrary basis.

The issuance of common stock for future services or acquisitions

1 unchanged sentence

effect on any trading market for our common stock.

Our common shares are subject to the “penny

rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome

and may reduce the value of an investment in our stock.

SEC Rule 15g-9 establishes the definition of a “penny

stock,”

in pertinent part, as any equity security that has a market price of less than $5.00 per share or with an exercise

price of less than $5.00 per share, subject to certain exceptions.

For any transaction involving a penny stock, unless

exempt, the rules require:

that a broker or dealer approve a person’s account for transactions in penny stocks;

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions

in penny stocks, the broker or dealer must:

(a) obtain financial information and investment experience objectives of the person;

and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient

knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any

transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in

highlight form:

(a) sets forth the basis on which the broker or dealer made the suitability determination, and (b) that the broker

or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing

to execute transactions in securities subject to the “penny stock”

This may make it more difficult for investors

to dispose of our Common shares and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of

investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer

and the registered representative, current quotations for the securities and the rights and remedies available to an investor in

cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent price information for

the penny stock held in the account and information on the limited market in penny stocks.

Liability of directors for breach of duty is

limited under Nevada law.

Nevada law provides that directors must discharge

their duties as a director in good faith and with a view to the interests of the corporation.

Under Nevada law, directors owe a

fiduciary duty to the corporation, which is generally comprised of the duty of care and duty of loyalty to the corporation.

under limited circumstances set forth in NRS 78.138(7), or unless the articles of incorporation or an amendment thereto provide

for greater individual liability (which ours does not provide), a director or officer is not individually liable to the corporation

or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director

or officer unless it is proven that the director’s or officer’s act or failure to act constituted a breach of his or

her fiduciary duties as a director or officer, and the breach of those duties involved intentional misconduct, fraud or a knowing

violation of law.

Liability of directors for breach

of duty is limited under Nevada law.

Nevada law provides that directors must

discharge their duties as a director in good faith and with a view to the interests of the corporation.

Under Nevada law, directors

owe a fiduciary duty to the corporation, which is generally comprised of the duty of care and duty of loyalty to the corporation.

Except under limited circumstances set forth in NRS 78.138(7), or unless our Second Amended and Restated Articles of Incorporation

or an amendment thereto provide for greater individual liability (which ours does not provide), a director or officer is not individually

liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her

capacity as a director or officer unless it is proven that the director’s or officer’s act or failure to act constituted

a breach of his or her fiduciary duties as a director or officer, and the breach of those duties involved intentional misconduct,

fraud or a knowing violation of law.

Our stockholders’

ability to recover damages for fiduciary breaches may be reduced by

this statute.

ability to recover damages for fiduciary breaches

may be reduced by this statute.

We do not anticipate paying any cash

dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be

your sole source of gain for the foreseeable future.

We do not anticipate paying any cash dividends

on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be your sole

source of gain for the foreseeable future.

We do not anticipate paying any cash dividends on

our common stock in the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the

development and growth of our business.

on our common stock in the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund

the development and growth of our business.

In addition, and any future loan arrangements we enter into may contain, terms prohibiting

2 unchanged sentences

of our common stock will be your sole source of gain for the foreseeable future.

We may issue additional shares of preferred

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

Pursuant to our articles of incorporation, the aggregate number

of shares of capital stock which we are authorized to issue is 35,000,000 shares, of which 15,000,000 shares are common stock,

and 20,000,000 shares are “blank check”

preferred stock with such designations, rights and preferences as may be determined

from time to time by our board of directors.

Our board of directors is empowered, without stockholder approval, to issue one or

more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of,

or impair the voting power of, our common stockholders.

As of the date of this Annual Report on Form 10-K, we do not have any preferred

stock outstanding.

The issuance of a series of preferred stock could

be used as a method of discouraging, delaying or preventing a change in control.

For example, it would be possible for our board

of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to

change control of our Company.

In addition, advanced notice is required prior to stockholder proposals, which might further delay

a change of control.

Additionally, our board of directors could authorize the issuance of a series of preferred stock that

would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared

to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the

redemption of the common stock.

To the extent that we do issue such additional shares of preferred stock, your rights as holders

of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us.

Sales of a substantial number of

shares of our common stock in the public market by certain of our stockholders could cause our stock price to fall.

Sales of a substantial number of shares

of our common stock in the public market or the perception that these sales might occur, could depress the market price of our

common stock and could impair our ability to raise capital through the sale of additional equity securities.

We are unable to predict

the effect that sales may have on the prevailing market price of our common stock.

We may issue additional shares of

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

Pursuant to our Second Amended and Restated

Articles of Incorporation, the aggregate number of shares of capital stock which we are authorized to issue is 120,000,000 shares,

of which 100,000,000 shares are common stock, and 20,000,000 shares are “blank check”

preferred stock with such designations,

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

Our board of directors is empowered, without

stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights

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

As of the date of this Form 10-K, we

do have 1,374 shares of Preferred Series E stock outstanding.

The issuance of a series of preferred stock

could be used as a method of discouraging, delaying or preventing a change in control.

For example, it would be possible for our

board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt

to change control of our Company.

In addition, advanced notice is required prior to stockholder proposals, which might further

delay a change of control.

Additionally, our board of directors could authorize the issuance of a series of preferred stock

that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are

declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock.

To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired

thereby, including, without limitation, dilution of your ownership interests in us.

Each of our Second Amended and Restated

Articles of Incorporation and our Amended and Restated Bylaws provide that the Eighth Judicial District Court of Clark County,

Nevada will be the sole and exclusive forum for certain disputes which could limit stockholders’

ability to obtain a

favorable judicial forum for disputes with the Company or its directors, officers, employees or agents.

Each of our Second Amended and Restated

Articles of Incorporation and our Amended and Restated Bylaws provide that unless the Company consents in writing to the selection

of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for state

law claims with respect to:

(i) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (ii)

any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company

to the Company or the Company’s stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision

of Nevada Revised Statutes Chapters 78 or 92A or any provision of the Company’s Second Amended and Restated Articles of Incorporation

or Amended and Restated Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, including,

without limitation, any action to interpret, apply, enforce or determine the validity of the Company’s Second Amended and

Restated Articles of Incorporation or Amended and Restated Bylaws.

This exclusive forum provision would not apply to suits brought

to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts

have exclusive jurisdiction.

To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange

Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act

or the rules and regulations thereunder.

Section 22 of the Securities Act creates

concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities

Act or the rules and regulations thereunder.

However, each of our Second Amended Articles of Incorporation and our Amended and

Restated Bylaws contain a federal forum provision which provides that unless the Company consents in writing to the selection of

an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution

of any complaint asserting a cause of action arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring

any interest in shares of capital stock of the Company are deemed to have notice of and consented to this provision.

As this provision

applies to Securities Act claims, there may be uncertainty whether a court would enforce such a provision.

These choice of forum provisions may limit

a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its

directors, officers or other employees, which may discourage such lawsuits against the Company and its directors, officers and

other employees.

Alternatively, if a court were to find our choice of forum provisions contained in either our Second Amended and

Restated Articles of Incorporation or Amended and Restated Bylaws to be inapplicable or unenforceable in an action, the Company

may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, results

of operations, and financial condition.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING

This Annual Report contains forward-looking statements.

These forward-looking statements contain information about our expectations, beliefs or intentions regarding our product development and

commercialization efforts, business, financial condition, results of operations, strategies or prospects, and other similar matters.

forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently

subject to uncertainties, risks and changes in circumstances that are difficult to predict.

These statements may be identified by words

such as “expects,”

“plans,”

“projects,”

“will,”

“may,”

“anticipates,”

“believes,”

“should,”

“intends,”

“estimates,”

and other words of similar meaning.

These statements relate to future events or our

future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual

results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied

by these forward-looking statements.

Factors that may cause actual results to differ materially from current expectations include, among

other things, those listed under the section titled “Risk Factors”

and elsewhere in this Annual Report.

Any forward-looking statement in this Annual

Report reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions

relating to our business, results of operations, industry and future growth.

Given these uncertainties, you should not place undue

reliance on these forward-looking statements.

No forward-looking statement is a guarantee of future performance.

You should read

this Annual Report and the documents that we reference herein and therein and have filed as exhibits hereto and thereto completely

and with the understanding that our actual future results may be materially different from any future results expressed or implied

by these forward-looking statements.

Except as required by law, we assume no obligation to update or revise these forward-looking

statements for any reason, even if new information becomes available in the future.

This Annual Report also contains or may contain

estimates, projections and other information concerning our industry, our business and the markets for our products, including data regarding

the estimated size of those markets and their projected growth rates.

Information that is based on estimates, forecasts, projections or

similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and

circumstances reflected in this information.

Unless otherwise expressly stated, we obtained these industry, business, market and other

data from reports, research surveys, studies and similar data prepared by third parties, industry and general publications, government

data and similar sources.

In some cases, we do not expressly refer to the sources from which these data are derived.

UNRESOLVED STAFF COMMENTS

Not applicable.

Our corporate headquarters consists of a total of 3,000 square

feet and is located at 2050 Center Ave, Suite 640 and Suite 660, Fort Lee, NJ 07024.

The current lease term is effective June

5, 2018 through July 5, 2023, with monthly rent of $7,693 for the first year and increases at a rate of 3% for each subsequent

year thereafter.

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