What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-31 compared with 2022-03-31 · 219 added, 250 removed, 693 unchanged (40% of the section changed)

Investing in the Company’s common stock

involves a high degree of risk.

You should carefully consider the following risks together with the other information in this Annual

Investing in the Company’s common stock involves

a high degree of risk.

You should carefully consider the following risks together with the other information in this Annual Report.

Risks Related to Data

3 unchanged sentences

As reflected in the consolidated

financial statements, the Company had a net income available to shareholders of $204,161 and $55,339 for the years ended December 31,

financial statements, the Company had a net (loss) income available to shareholders of $(4,356,802) and $204,161 for the years ended December

31, 2022, and 2021, respectively.

As of December 31, 2021, the Company had cash of $12,135,803 and working capital of $12,084,815.

As of December 31, 2022, the Company had cash of $2,286,722, marketable securities of $9,010,968, and

working capital of $10,855,407.

If the Company is unable

1 unchanged sentence

and operating results would be adversely affected.

Company generates the majority of its revenue from the sale of subscriptions to its infrastructure and disaster recovery/cloud solutions.

In order to grow, the Company must continue to attract customers, many of whom may have not previously used infrastructure as a service

and cloud disaster recovery backup solutions.

The Company uses and periodically adjusts a diverse mix of advertising and marketing programs

to promote its solutions.

Significant increases in the pricing of one or more of the Company’s advertising channels would increase

its advertising costs or cause it to choose less expensive and perhaps fewer effective channels.

As the Company adds to or changes the

mix of its advertising and marketing strategies, it may expand into channels with significantly higher costs than its current programs,

which could adversely affect its operating results.

The Company may incur advertising and marketing expenses significantly in advance

of the time it anticipates recognizing any revenue generated by such expenses, and it may only at a later date, or never, experience

an increase in revenue or brand awareness as a result of such expenditures.

Additionally, because the Company recognizes revenue from

customers over the terms of their subscriptions, a large portion of its revenue for each quarter reflects deferred revenue from subscriptions

entered into during previous quarters, and downturns or upturns in subscription sales or renewals may not be reflected in the Company’s

operating results until later periods.

It has made in the past, and may make in the future, significant investments to test new advertising,

and there can be no assurance that any such investments will lead to the cost-effective acquisition of additional customers.

If the Company

is unable to maintain effective advertising programs, its ability to attract new customers could be adversely affected, its advertising

and marketing expenses could increase substantially, and its operating results may suffer.

of the Company’s potential customers locate its website through search engines, such as Google, Bing, and Yahoo!.

The Company’s

ability to maintain the number of visitors directed to its website is not entirely within its control.

If search engine companies modify

their search algorithms in a manner that reduces the prominence of the Company’s listing, or if its competitors’ search engine

optimization efforts are more successful than the Company’s, fewer potential customers may click through to its website.

the cost of purchased listings has increased in the past and may increase in the future.

A decrease in website traffic or an increase

in search costs could adversely affect the Company’s customer acquisition efforts and its operating results.

The Company generates the

majority of its revenue from the sale of subscriptions to its infrastructure and disaster recovery/cloud solutions as well as contracted

managed services and software and hardware renewals.

In order to grow, the Company must continue to reach the many businesses in need

of our unique services, many of whom may have not previously used infrastructure as a service and cloud disaster recovery backup solutions.

The Company uses and periodically adjusts a diverse mix of advertising and marketing programs to promote its solutions.

Significant increases

in the pricing of one or more of the Company’s advertising channels would increase its advertising costs or cause it to choose less

expensive and perhaps fewer effective channels.

As the Company adds to or changes the mix of its advertising and marketing strategies,

it may expand into channels with significantly higher costs than its current programs, which could adversely affect its operating results.

The Company may incur advertising and marketing expenses significantly in advance of the time it anticipates recognizing any revenue generated

by such expenses, and it may only at a later date, or never, experience an increase in revenue or brand awareness as a result of such

expenditures.

Additionally, because the Company recognizes revenue from customers over the terms of their subscriptions, a large portion

of its revenue for each quarter reflects deferred revenue from subscriptions entered into during previous quarters, and downturns or upturns

in subscription sales or renewals may not be reflected in the Company’s operating results until later periods.

It has made in the

past, and may make in the future, significant investments to test new advertising, and there can be no assurance that any such investments

will lead to the cost-effective acquisition of additional customers.

If the Company is unable to maintain effective advertising programs,

its ability to attract new customers could be adversely affected, its advertising and marketing expenses could increase substantially,

and its operating results may suffer.

A portion of the Company’s

potential customers locate its website through search engines, such as Google, Bing, and Yahoo!.

The Company’s ability to maintain

the number of visitors directed to its website is not entirely within its control.

If search engine companies modify their search algorithms

in a manner that reduces the prominence of the Company’s listing, or if its competitors’ search engine optimization efforts

are more successful than the Company’s, fewer potential customers may click through to its website.

In addition, the cost of purchased

listings has increased in the past and may increase in the future.

A decrease in website traffic or an increase in search costs could

adversely affect the Company’s customer acquisition efforts and its operating results.

The Company expects

1 unchanged sentence

to its stockholders, and consume resources that are necessary to sustain its business.

completed the merger with Flagship, the Company expects to continue to acquire complementary solutions, services, technologies, or businesses

in the future.

The Company may also enter into relationships with other businesses to expand its portfolio of solutions or its ability

to provide its solutions in foreign jurisdictions, which could involve preferred or exclusive licenses, additional channels of distribution,

discount pricing, or investments in other companies.

Negotiating these transactions can be time-consuming, difficult and expensive, and

its ability to complete these transactions may often be subject to conditions or approvals that are beyond its control.

Consequently,

these transactions, even if a definitive purchase agreement is executed and announced, may not close.

may also disrupt the Company’s business, divert its resources, and require significant management attention that would otherwise

be available for the development of its business.

Moreover, the anticipated benefits of any acquisition, investment, or business relationship

may not be realized on a timely basis or at all or the Company may be exposed to known or unknown liabilities, including litigation against

the companies that it may acquire.

Having completed the merger

with Flagship, the Company expects to continue to acquire complementary solutions, services, technologies, or businesses in the future.

The Company may also, enter into relationships with other businesses to expand its portfolio of solutions or its ability to provide its

solutions in foreign jurisdictions, which could involve preferred or exclusive licenses, additional channels of distribution, discount

pricing, or investments in other companies.

Negotiating these transactions can be time-consuming, difficult and expensive, and its ability

to complete these transactions may often be subject to conditions or approvals that are beyond its control.

Consequently, these transactions,

even if a definitive purchase agreement is executed and announced, may not close.

Acquisitions may also disrupt

the Company’s business, divert its resources, and require significant management attention that would otherwise be available for

the development of its business.

Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be

realized on a timely basis or at all or the Company may be exposed to known or unknown liabilities, including litigation against the companies

that it may acquire.

In connection with any such transaction, the Company may:

issue additional equity securities that would dilute its stockholders;

use cash that the Company may

need in the future to operate its business;

issue additional equity

securities that would dilute its stockholders;

use cash that the Company

may need in the future to operate its business;

incur debt on terms unfavorable

to the Company, that it’s unable to repay, or that may place burdensome restrictions on its operations;

incur large charges or substantial

become subject to adverse tax consequences or substantial depreciation, deferred compensation, or other acquisition-related accounting charges.

of these risks could harm the Company’s business and operating results.

incur large charges or

substantial liabilities;

become subject to adverse

tax consequences or substantial depreciation, deferred compensation, or other acquisition-related accounting charges.

Any of these risks could

harm the Company’s business and operating results.

Integration of an acquired

33 unchanged sentences

to include a wide array of multi-cloud information technology solutions in highly secure, reliable enterprise level cloud services for

companies using IBM Power systems, Microsoft Windows and Linux, including:

Infrastructure as a Service (IaaS), Disaster Recovery of digital

information (DRaaS), Cyber Security as a Service (CSaaS), and Data Analytics as a Service.

companies using IBM Power systems, Microsoft Windows and Linux, including Infrastructure as a Service (IaaS), Disaster Recovery of digital

information (DRaaS), and Cyber Security as a Service (CSaaS).

Since having completed the

8 unchanged sentences

or cause it to fail to meet its periodic reporting obligations.

The Company has identified

material weaknesses in its internal control over financial reporting for the year ended December 31, 2020.

connection with the audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2020,

the Company identified a material weakness in its internal control over financial reporting.

A material weakness is a deficiency, or

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

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

The material weaknesses identified

during management’s assessment were a lack of sufficient internal accounting expertise to provide reasonable assurance that its

financial statements and notes thereto are prepared in accordance with generally accepted accounting principles.

This material weakness

did not result in any errors to the consolidated financial statements as of and for the fiscal year ended December 31, 2020.

address this material weakness, the Company hired Chris H.

Panagiotakos to serve as the Company’s Chief Financial Officer.

has over 23 years of public company accounting experience and brings a broad range of experience related to public company accounting

The Company also took actions

to improve its control environment related to certain aspects of its information technology systems.

As of the year ended December 31,

2021, the Company concluded that its remediation efforts have been successful, and that the previously identified material weakness

in its internal control over financial reporting has been remediated.

However, while the material weakness has been remediated, the Company

continues to seek improvements to enhance its control environment and to strengthen its internal controls to provide reasonable assurance

that its financial statements continue to be fairly stated in all material respects.

The Company can give no assurance

that additional material weaknesses will not be identified in the future.

The Company’s failure to implement and maintain effective

internal control over financial reporting could result in errors in its consolidated financial statements that could result in a restatement

of its financial statements and could cause it to fail to meet its reporting obligations, any of which could diminish investor confidence

in the Company and cause a decline in the price of its common stock.

The Company has identified material weaknesses in its internal control

over financial reporting, concluding that its disclosure controls were not effective as of December

31, 2022, based on material weaknesses which ultimately contributed to the Company not designing and maintaining formal controls to analyze,

account for, and disclose complex transactions, including the accounting for certain consideration received from a vendor.

These material

weaknesses resulted in the restatement of the Company’s previously filed quarterly condensed consolidated financial information

for the periods ended June 30, 2022, related to accrued expenses, cost of goods sold, gross profit, loss from operations, net loss,

earnings per share and the related disclosures.

In response to such material weaknesses, management has expended and will continue to expand a substantial amount

of effort and resources for the remediation of material weaknesses in internal control over financial reporting.

In November of 2022,

management and its advisors began evaluating and documenting the design and operating effectiveness of our internal control over financial

reporting, and their work is ongoing.

Company can give no assurance that additional material weaknesses will not be identified in the future.

The Company’s failure to

implement and maintain effective internal control over financial reporting could result in errors in its consolidated financial statements

that could result in a restatement of its financial statements and could cause it to fail to meet its reporting obligations, any of which

could diminish investor confidence in the Company and cause a decline in the price of its common stock.

The Company is controlled

4 unchanged sentences

stock, giving them the ability to control a significant portion of the votes for the Company’s directors and all other matters requiring

the approval of its stockholders, including the election of all of its directors and the approval of the reverse stock split.

the approval of its stockholders, including the election of all of its directors and the approval of a reverse stock split.

Risks Related to the

4 unchanged sentences

services is highly competitive, quickly evolving and subject to rapid changes in technology.

The Company expects to continue to face

intense competition from its existing competitors as well as additional competition from new market entrants in the future as the market

for its services continues to grow.

The Company expects to continue to face intense

competition from its existing competitors as well as additional competition from new market entrants in the future as the market for its

services continues to grow.

The Company competes with

2 unchanged sentences

competitors vary by size, service offerings, and geographic region.

These competitors may elect to partner with each other or with

focused companies to grow their businesses.

These competitors may elect to partner with each other or with focused

companies to grow their businesses.

They include:

1 unchanged sentence

of its customers and potential customers;

global infrastructure providers, including, but not limited to, large multi-national providers, such

as IBM, Microsoft, Google, and Amazon Web Services (AWS);

cloud and software service providers and digital systems integrators;

regional managed services providers;

colocation solutions providers, such as Equinix, Rackspace and TierPoint.

traditional global infrastructure

providers, including, but not limited to, large multi-national providers, such as IBM, Microsoft, Google, and Amazon Web Services

cloud and software service

providers and digital systems integrators;

regional managed services

colocation solutions providers,

such as Equinix, Rackspace and TierPoint.

Many of these competitors

7 unchanged sentences

some of these competitors may be able to:

develop superior products or services,

gain greater market acceptance, and expand their service offerings more efficiently or more rapidly;

adapt to new or emerging technologies

and changes in customer requirements more quickly;

bundle their offerings, including hosting

services with other services they provide at reduced prices;

streamline their operational structure,

obtain better pricing, or secure more favorable contractual terms, allowing them to deliver services and products at a lower

take advantage of acquisition, joint

venture and other opportunities more readily;

adopt more aggressive pricing policies

and devote greater resources to the promotion, marketing and sales of their services, which could cause us to have to lower

develop superior products

or services, gain greater market acceptance, and expand their service offerings more efficiently or more rapidly;

adapt to new or emerging

technologies and changes in customer requirements more quickly;

bundle their offerings,

including hosting services with other services they provide at reduced prices;

streamline their operational

structure, obtain better pricing, or secure more favorable contractual terms, allowing them to deliver services and products at a

take advantage of acquisition,

joint venture and other opportunities more readily;

adopt more aggressive pricing

policies and devote greater resources to the promotion, marketing and sales of their services, which could cause us to have to lower

prices for certain services to remain competitive in the market;

devote greater resources to the research

and development of their products and services.

devote greater resources

to the research and development of their products and services.

In addition, demand for the

24 unchanged sentences

If a cyberattack was

able to breach the Company’s security protocols and disrupt its data protection platform and solutions, and any such

disruption could increase its expenses, damage its reputation, harm its business and adversely affect its stock price.

able to breach the Company’s security protocols and disrupt its data protection platform and solutions, and any such disruption

could increase its expenses, damage its reputation, harm its business and adversely affect its stock price.

The Company has implemented

138 unchanged sentences

The Company’s

results of operations could be adversely affected by health outbreaks such as the COVID-19 pandemic.

A significant outbreak, epidemic

or pandemic of contagious diseases in any geographic area in which the Company operates or plans to operate could result in a health crisis

adversely affecting the economies, financial markets and overall demand for its services in such areas.

In addition, any preventative

or protective actions that governments implement or that the Company takes in response to a health crisis, such as travel restrictions,

quarantines, or site closures, may interfere with the ability of the Company’s employees, suppliers, and customers to perform their

responsibilities.

Such results could have a material adverse effect on the Company’s business development.

The continued global COVID-19

pandemic has created significant volatility, uncertainty, and economic disruption.

The extent to which the COVID-19 pandemic continues

to impact the Company’s business, operations and financial results will depend on numerous evolving factors that it may not be able

to accurately predict, including the duration and scope of the pandemic;

governmental, business and individuals’ actions, including

vaccination requirements, that have been and continue to be taken in response to the pandemic;

the impact of the pandemic on economic

activity and actions taken in response;

the effect on future suppliers demand for the Company’s processing technologies and its

future customers’ demand for its products;

any closures of its and its suppliers’ or customers’ offices and facilities;

and the need for enhanced health and hygiene requirements or social distancing or other measures in attempts to counteract future outbreaks

in its offices and facilities.

Potential business partners may also slow down decision-making, delay planned work or seek to terminate

existing agreements.

Any of these events could adversely affect the Company’s business development and financial condition.

The Company’s

ability to provide services to its customers depends on its customers’ continued high-speed access to the internet and the continued

66 unchanged sentences

depends upon third-party distribution companies to generate new customers.

The Company’s relationships with

its partners and distributors may be terminated or may not continue to be beneficial in generating new customers, which could adversely

affect its ability to increase its customer base.

The Company’s relationships with its partners and distributors

may be terminated or may not continue to be beneficial in generating new customers, which could adversely affect its ability to increase

its customer base.

The Company maintains a network

21 unchanged sentences

and loyalty will increase in light of the increasing competition in its markets.

The Company plans to continue investing substantial

resources to promote its brand, both domestically and internationally, but there is no guarantee that its brand development strategies

will enhance the recognition of its brand.

Some of the Company’s existing and potential competitors have well-established brands

with greater recognition than we have.

If the Company’s efforts to promote and maintain the Company’s brand are not successful,

the Company’s operating results and its ability to attract and retain customers may be adversely affected.

In addition, even if

the Company’s brand recognition and loyalty increase, it may not result in increased use of its solutions or higher revenue.

The Company plans to continue investing substantial resources

to promote its brand, both domestically and internationally, but there is no guarantee that its brand development strategies will enhance

the recognition of its brand.

Some of the Company’s existing and potential competitors have well-established brands with greater

recognition than we have.

If the Company’s efforts to promote and maintain the Company’s brand are not successful, the Company’s

operating results and its ability to attract and retain customers may be adversely affected.

In addition, even if the Company’s

brand recognition and loyalty increase, it may not result in increased use of its solutions or higher revenue.

The Company’s solutions,

3 unchanged sentences

and reputation.

From time to time, the Company’s customers express dissatisfaction with its solutions, including, among

other things, dissatisfaction with its customer support, its billing policies, and the way its solutions operate.

If the Company does

not handle customer complaints effectively, its brand and reputation may suffer, it may lose its customers’ confidence, and they

may choose not to renew their subscriptions.

In addition, many of the Company’s customers participate in online blogs about computers

and internet services, including the Company’s solutions, and its success depends in part on its ability to generate positive customer

feedback through such online channels where consumers seek and share information.

If actions that the Company takes or changes that it

makes to its solutions upset these customers, their blogging could negatively affect its brand and reputation.

Complaints or negative

publicity about the Company’s solutions or billing practices could adversely impact its ability to attract and retain customers

and its business, financial condition, and operating results.

From time to time, the Company’s customers express dissatisfaction with its solutions, including, among other things,

dissatisfaction with its customer support, its billing policies, and the way its solutions operate.

If the Company does not handle customer

complaints effectively, its brand and reputation may suffer, it may lose its customers’ confidence, and they may choose not to renew

their subscriptions.

In addition, many of the Company’s customers participate in online blogs about computers and internet services,

including the Company’s solutions, and its success depends in part on its ability to generate positive customer feedback through

such online channels where consumers seek and share information.

If actions that the Company takes or changes that it makes to its solutions

upset these customers, their blogging could negatively affect its brand and reputation.

Complaints or negative publicity about the Company’s

solutions or billing practices could adversely impact its ability to attract and retain customers and its business, financial condition,

and operating results.

The Company is subject

36 unchanged sentences

The Company’s solutions

are used by customers in the health care industry and it must comply with numerous federal and state laws related to patient privacy in

connection with providing its solutions to these customers.

In particular, the Health Insurance Portability and Accountability Act of

1996 (“HIPAA”), and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) include

are used by customers in the health care industry, and it must comply with numerous federal and state laws related to patient privacy

in connection with providing its solutions to these customers.

In particular, the Health Insurance Portability and Accountability Act

of 1996 (“HIPAA”), and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) include

privacy standards that protect individual privacy by limiting the uses and disclosures of individually identifiable health information

14 unchanged sentences

requirement to return or destroy all individually identifiable health information at the end of the customer’s subscription;

by the Department of Health and Human Services to the Company’s internal practices, books, and records to validate that we are safeguarding

individually identifiable health information.

by the Department of Health and Human Services to the Company’s internal practices, books, and records to validate that we

are safeguarding individually identifiable health information.

The Company may not be able

19 unchanged sentences

or unavailability of, its third-party software or hardware could cause interruptions to the availability of its solutions.

Errors, failures, bugs in

or unavailability of the Company’s solutions released by it could result in negative publicity, damage to its brand, returns, loss

of or delay in market acceptance of its solutions, loss of competitive position, or claims by customers or others.

Many of the Company’s

end-user customers use its solutions in applications that are critical to their businesses and may have a greater sensitivity to defects

in its solutions than to defects in other, less critical, software solutions.

In addition, if an actual or perceived breach of information

integrity or availability occurs in one of its end-user customer’s systems, regardless of whether the breach is attributable to

its solutions, the market perception of the effectiveness of its solutions could be harmed.

Alleviating any of these problems could require

significant expenditures of the Company’s capital and other resources and could cause interruptions, delays, or cessation of its

solution licensing, which could cause it to lose existing or potential customers and could adversely affect its operating results.

Errors, failures, bugs

in or unavailability of the Company’s solutions released by it could result in negative publicity, damage to its brand,

returns, loss of or delay in market acceptance of its solutions, loss of competitive position, or claims by customers or others.

Many of the Company’s end-user customers use its solutions in applications that are critical to their business and may have a

greater sensitivity to defects in its solutions than to defects in other, less critical, software solutions.

In addition, if an

actual or perceived breach of information integrity or availability occurs in one of its end-user customer’s systems,

regardless of whether the breach is attributable to its solutions, the market perception of the effectiveness of its solutions could

Alleviating any of these problems could require significant expenditures of the Company’s capital and other

resources and could cause interruptions, delays, or cessation of its solution licensing, which could cause it to lose existing or

potential customers and could adversely affect its operating results.

The Company faces many

109 unchanged sentences

Assertions by a third

party that the Company’s solutions infringe its intellectual property, whether or not correct, could subject the Company

to costly and time-consuming litigation or expensive licenses.

party that the Company’s solutions infringe its intellectual property, whether correct, could subject the Company to costly and

time-consuming litigation or expensive licenses.

There is frequent litigation

15 unchanged sentences

to the Company, or at all.

Furthermore, the

Company has licensed proprietary technologies from third parties that it uses in its technologies and business, and it cannot be

certain that the owners’ rights in their technologies will not be challenged, invalidated, or circumvented.

In addition to the

general risks described above associated with intellectual property and other proprietary rights, the Company is subject to the

additional risk that the seller of such technologies may not have appropriately created, maintained, or enforced their rights in

such technology.

Furthermore, the Company

has licensed proprietary technologies from third parties that it uses in its technologies and business, and it cannot be certain that

the owners’ rights in their technologies will not be challenged, invalidated, or circumvented.

In addition to the general risks

described above associated with intellectual property and other proprietary rights, the Company is subject to the additional risk that

the seller of such technologies may not have appropriately created, maintained, or enforced their rights in such technology.

The Company relies

22 unchanged sentences

not to, acquire or maintain other country-specific versions of the Company’s domain name or other potentially similar URLs.

names similar to the Company’s have already been registered in the U.S.

and elsewhere, and its competitors or other third parties

could capitalize on its brand recognition by using domain names similar to the Company’s.

The regulation of domain names in the

and elsewhere is generally conducted by internet regulatory bodies and is subject to change.

If the Company loses the ability to

use a domain name in a particular country, it may be forced to either incur significant additional expenses to market its solutions within

that country, including the development of a new brand and the creation of new promotional materials, or elect not to sell its solutions

in that country.

names similar to the Company have already been registered in the U.S.

and elsewhere, and its competitors or other third parties could

capitalize on its brand recognition by using domain names similar to the Company’s.

The regulation of domain names in the U.S.

elsewhere is generally conducted by internet regulatory bodies and is subject to change.

If the Company loses the ability to use a domain

name in a particular country, it may be forced to either incur significant additional expenses to market its solutions within that country,

including the development of a new brand and the creation of new promotional materials, or elect not to sell its solutions in that country.

Either result could substantially harm its business and operating results.

Regulatory bodies could establish additional

top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names.

As a result, the Company

may not be able to acquire or maintain the domain names that utilize the Company’s name in all of the countries in which we currently

conduct or intend to conduct business.

Further, the relationship between regulations governing domain names and laws protecting trademarks

and similar proprietary rights varies among jurisdictions and is unclear in some jurisdictions.

The Company may be unable to prevent third

parties from acquiring and using domain names that infringe, are similar to, or otherwise decrease the value of, its brand or its trademarks.

Regulatory bodies could establish additional top-level domains,

appoint additional domain name registrars, or modify the requirements for holding domain names.

As a result, the Company may not be able

to acquire or maintain the domain names that utilize the Company’s name in all of the countries in which we currently conduct or

intend to conduct business.

Further, the relationship between regulations governing domain names and laws protecting trademarks and similar

proprietary rights varies among jurisdictions and is unclear in some jurisdictions.

The Company may be unable to prevent third parties

from acquiring and using domain names that infringe, are similar to, or otherwise decrease the value of, its brand or its trademarks.

Protecting and enforcing the Company’s rights in its domain names and determining the rights of others may require litigation, which

4 unchanged sentences

stock price has fluctuated in the past and may be volatile in the future, and as a result, investors in its common stock could incur substantial

The Company’s stock

price has fluctuated in the past, has recently been volatile, and may be volatile in the future.

By way of example, on February 11, 2021,

the reported low sale price of the Company’s common stock was $16.80, and the reported high sales price was $38.80.

For comparison

purposes, on February 3, 2021, the price of the Company’s common stock closed at $6.80 per share, on February 11, 2021, its stock

price closed at $30.40 per share, and on March 25, 2021, its stock price closed at $8.40 per share with no discernable announcements or

developments by the company or third parties.

The Company may incur rapid and substantial decreases in its stock price in the foreseeable

future that are unrelated to its operating performance or prospects.

In addition, the recent COVID-19 pandemic has caused broad stock

market and industry fluctuations.

The stock market has experienced extreme volatility that has often been unrelated to the operating performance

of particular companies.

As a result of this volatility, investors may experience losses on their investment in the Company’s common

The market price for the Company’s common stock may be influenced by many factors, including the following:

investor reaction to the

Company’s business strategy;

Company’s stock price has fluctuated in the past, has recently been volatile, and may be volatile in the future.

By way of example,

on May 16, 2022, the reported low sale price of the Company’s common stock was $3.10, and the reported high sales price was $3.80.

For comparison purposes, on May 9, 2022, the price of the Company’s common stock closed at $2.14 per share, on May 16, 2022, its

stock price closed at $3.45 per share, and on June 21, 2022, its stock price closed at $2.48 per share with no discernable announcements

or developments by the Company or third parties (other than the filing of the Quarterly Report on Form 10-Q).

The Company may incur rapid

and substantial decreases in its stock price in the foreseeable future that are unrelated to its operating performance or prospects.

addition, the recent COVID-19 pandemic has caused broad stock market and industry fluctuations.

The stock market has experienced extreme

volatility that has often been unrelated to the operating performance of particular companies.

As a result of this volatility, investors

may experience losses on their investment in the Company’s common stock.

The market price for the Company’s common stock may

be influenced by many factors, including the following:

investor reaction to

the Company’s business strategy;

the success of competitive

6 unchanged sentences

in the market prices of stocks generally;

Company’s public disclosure of the terms of any financing which it consummates in the

Company’s public disclosure of the terms of any financing which it consummates in the future;

announcement that we have effected a reverse split of the Company’s common stock and treasury stock;

10 unchanged sentences

Company’s common stock;

of the Company’s common stock by it or its stockholders;

sales of the Company’s

common stock by it or its stockholders;

general economic, industry

and market conditions;

other events or factors, including those resulting from such events,

or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics

or pandemics, such as the recent outbreak of the COVID-19 pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados

or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt the Company’s

operations, disrupt the operations of its suppliers or result in political or economic instability.

events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other

international conflicts, public health issues including health epidemics or pandemics, such as the recent outbreak of the COVID-19

pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions,

whether occurring in the United States or elsewhere, could disrupt the Company’s operations, disrupt the operations of its

suppliers or result in political or economic instability.

These broad market and industry

8 unchanged sentences

of operations and growth prospects.

There can be no guarantee that the Company’s stock price will remain at current prices

or that future sales of its common stock will not be at prices lower than those sold to investors.

There can be no guarantee that the Company’s stock price will remain at current prices or that

future sales of its common stock will not be at prices lower than those sold to investors.

Additionally, recently, securities

17 unchanged sentences

aggregate of 2,720,584 shares of common stock.

The exercise of warrants or options will cause the Company to issue additional shares

of its common stock and will dilute the percentage ownership of its shareholders.

In addition, the Company has in the past, and may in

the future, exchange outstanding securities for other securities on terms that are dilutive to the securities held by other shareholders

not participating in such exchange.

The exercise of warrants or options will cause the Company to issue additional shares of

its common stock and will dilute the percentage ownership of its shareholders.

In addition, the Company has in the past, and may in the

future, exchange outstanding securities for other securities on terms that are dilutive to the securities held by other shareholders not

participating in such exchange.

Offers or availability

33 unchanged sentences

and give effective control of its business to its management.

Additionally, the issuance of preferred stock could block an acquisition resulting

in both a drop in the Company’s stock price and a decline in interest of its common stock.

This could make it more difficult for

shareholders to sell their common stock.

This could also cause the market price of the Company’s common stock shares to drop significantly,

even if its business is performing well.

Additionally, the issuance of preferred stock could block an acquisition

resulting in both a drop in the Company’s stock price and a decline in interest of its common stock.

This could make it more difficult

for shareholders to sell their common stock.

This could also cause the market price of the Company’s common stock shares to drop

significantly, even if its business is performing well.

Provisions of Nevada

21 unchanged sentences

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