What changed in this filing

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Item 1A. Risk Factors

2024-04-09 compared with 2023-03-07 · 77 added, 48 removed, 857 unchanged (13% of the section changed)

Related to Our Company and Our Business

have a history of annual net losses which may continue and which may negatively impact our ability to achieve our business objectives,

and we received a going concern qualification in our 2022 and 2021 audits.

the year ended December 31, 2022, we used net cash of $1,053,571 to fund our operations and realized an operating loss of $2,286,846.

At December 31, 2022, we had stockholders’ deficiency of $3,049,107.

Our accumulated deficit was $61,569,759 through December 31,

Our debt service obligation is $3,323 per month for outstanding loans.

For the next 12 months we will need approximately $600,000

to finance our operations and service our debt obligations.

Our independent registered public accounting firm, in their report to our

December 31, 2022 and 2021 financial statements, expressed substantial doubt about our ability to continue as a going concern due to

our recurring losses from operations, negative cash flows from operations, net capital deficiency and inability to service debt as it

As of December 31, 2022, $37,137 of convertible notes payable, including interest, are past due.

There can be no assurance

that our future operations will result in net income.

Our failure to increase our revenues or improve our gross margins will harm our

We may not be able to generate profitability on a quarterly or annual basis in the future.

If our revenues grow more slowly

than we anticipate, our gross margins fail to improve or our operating expenses exceed our expectations, our operating results will suffer.

do not have access to any credit facility or other arrangement for borrowing funds.

currently do not have access to a credit facility or to the proceeds of any mortgage indebtedness or other secured or unsecured indebtedness

for borrowed money.

We may be unable to obtain financing on favorable terms, or at all.

Our lack of any credit facility or other ready

access to borrowed funds could have a material adverse effect on our ability to fund additional losses in the near future, or to respond

to unexpected cash requirements or other liquidity issues that we may face from time to time.

Our inability to generate sufficient cash

flow from operations or obtain financing on acceptable terms would have a material adverse effect on our financial results, business

and prospects.

is substantial doubt about our ability to continue as a going concern.

We have a history of annual net losses which may continue and

which may negatively impact our ability to achieve our business objectives, and we received a going concern qualification in our

the year ended December 31, 2023, we recorded a loss from operations of

$8,100,406 and used cash in operating activities of $541,791.

At December 31, 2023, our cash and cash equivalents balance was $4,099,737.

At December 31, 2023, the outstanding balance on our line of credit facility was $6,737,385, we had $2,294,779 outstanding in promissory

notes, and $40,137 of convertible notes payable, including interest, were past due.

Our independent registered public accounting firm,

in their report to our December 31, 2023, financial statements, expressed substantial doubt about our ability to continue as a going concern

due to our recurring losses from operations.

There can be no assurance that our future operations will result in net income.

to increase our revenues or improve our gross margins will harm our business.

We may not be able to generate profitability on a quarterly

or annual basis in the future.

If our revenues grow more slowly than we anticipate, our gross margins fail to improve or our operating

expenses exceed our expectations, our operating results will suffer.

If CardCash is not able to achieve profitability

within the next few years, our shareholders will have experienced unnecessary dilution, and our ability to achieve our business plan could

be significantly delayed or threatened.

CardCash has had a history of net operating losses since its inception.

years ended December 31, 2023 and 2022, CardCash had operating losses of $3,080,406 and $5,600,348, respectively.

Our business plan contemplates

our growth in gross and net revenues to increase our share price and to facilitate accretive acquisitions of ecommerce companies so the

inability of CardCash to be profitable could delay or thwart our efforts to achieve our business goals.

The principal risks to CardCash

achieving profitability are (i) feasibility of the Company’s expense management activities, (ii) government regulations, including

the Card Act, privacy concerns and oversight of financial institutions and money transmitters as set forth in the risk factors below,

(iii) new competitors, (iv) liability for claims relating to service offerings and branded exchanges, (v) maintaining its network infrastructure

as set forth below, (vi) preventing security breaches as set forth below, (vii) limiting fraudulent transactions and chargebacks on gift

cards, (viii) payment related risks as set forth below, (ix) overcoming the limited experience of principals in operating a public company,

(x) the potential loss of key executives as set forth below, and (xi) future pandemics.

our restaurants and other merchants do not meet the needs and expectations of our customers, our business could suffer.

7 unchanged sentences

damage our reputation, reduce our ability to attract new customers or retain our current customers, and diminish the value of our brand.

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

effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce

reliable financial statements.

We have evaluated our internal control over financial reporting and our disclosure controls and procedures

and concluded that they were not effective as of December 31, 2023.

material weakness is defined as 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 our annual or interim financial statements will not be prevented or

detected on a timely basis.

The material weaknesses identified include (i) we had inadequate segregation of duties consistent with control

Specifically, certain personnel have the ability to both (i) create and post journal entries within our general ledger system

and (ii) prepare and review account reconciliations;

and (ii) we did not design and maintain effective controls over certain information

technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial

Specifically, we did not design and maintain effective program change management controls to ensure that information technology

program and data changes affecting certain financial IT applications and underlying accounting records are identified, tested, authorized

and implemented appropriately.

Company is committed to remediating its material weaknesses as promptly as possible.

Implementation of the Company’s remediation

plans has commenced and is being overseen by the board.

However, there can be no assurance as to when these material weaknesses will

be remediated or that additional material weaknesses will not arise in the future.

Even effective internal control can provide only reasonable

assurance with respect to the preparation and fair presentation of financial statements.

Any failure to remediate the material weaknesses,

or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements

in our financial statements, which in turn could have a material adverse effect on our financial condition and the trading price of our

common stock and we could fail to meet our financial reporting obligations.

We have identified weaknesses in our internal controls, and

we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur

in the future.

not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial

reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations,

each of which could have a material adverse effect on our financial condition and the trading price of our common

may be subject to additional unexpected regulation which could increase our costs or otherwise harm our business.

essential part of our success depends on restaurants remaining in business and customers wanting to dine at those restaurants.

of the COVID-19 outbreak, restaurants in many states have had to close temporarily and even when allowed to reopen may be subject to

restrictions on indoor as well as outdoor dining, the number of patrons who can be seated at one time to ensure social distancing as

well as the requirement to wear masks which some diners may not want to do.

Many prospective diners also may not want to dine out at

any restaurant in light of concerns about the risk of infection from the COVID-19 virus even if allowed under current state guidelines

As a result of the uncertainty about the length of time until a vaccine would be available to the U.S.

population as a whole,

we expect the COVID-19 outbreak to negatively impact sales in fiscal years 2023 and our overall liquidity.

outbreak caused restaurants in many states to have to close temporarily and a similar pandemic in the future could negatively impact

sales and our overall liquidity.

addition, the application of certain laws and regulations to our discount certificates and dining cards is uncertain.

298 unchanged sentences

we do business could potentially impact the demand for our discount dining certificates and discount Dining Passes.

inflation also increased during 2021 and in 2022.

inflation also increased during 2022.

The Russia Ukraine conflict and other geopolitical conflicts, as well as related international

54 unchanged sentences

depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly Ketan Thakker,

our President and CEO, Aaron Horowitz, President of Restaurant.com, Lisa Nason, Director of Marketing at Restaurant.com, Tim Miller,

Vice President, Enterprise B2B Sales at Restaurant.com and Tim Mrazek, Vice President, Information Technology at Restaurant.com.

we have an employment agreement with Ketan Thakker, Messrs.

Horowitz, Mrazek, Miller and Nason are at-will employees without employment

Thakker’s employment agreement does not prevent him from terminating his employment with us at any time.

these executives may elect to pursue other opportunities at any time.

If one or more of these individuals choose to leave our company,

we may lose a significant number of supplier relationships and operating expertise which they have developed over many years and which

would be difficult to replace.

The loss of the services of any executive officer or other key employee could hurt our business.

our President and CEO, Elliot Bohm, Chief Executive Officer of our subsidiary, CardCash, and Marc Ackerman, Chief Operating Officer of

our subsidiary, CardCash, and Balazs Wallisch Chief Technology Officer at Restaurant.com.

Thakker’s employment agreement does

not prevent him from terminating his employment with us at any time.

As a result, these executives may elect to pursue other opportunities

If one or more of these individuals choose to leave our company, we may lose a significant number of supplier relationships

and operating expertise which they have developed over many years and which would be difficult to replace.

The loss of the services of

any executive officer or other key employee could hurt our business.

addition, as our business expands, we will need to add new personnel, including information technology and engineering personnel to maintain

487 unchanged sentences

undetected for a longer period.

UNRESOLVED STAFF COMMENTS

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