What changed in this filing

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Item 1A. Risk Factors

2026-03-18 compared with 2025-03-31 · 444 added, 454 removed, 433 unchanged (67% of the section changed)

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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 2024

which may negatively impact our ability to achieve our business objectives.

Our audited financial statements for the fiscal year ended December 31, 2025 were prepared under the assumption that

we will continue as a going concern;

however, we have incurred significant losses from operations to date, and we expect our expenses

to increase in connection with our ongoing activities.

the year ended December 31, 2025, we recorded a net loss of $10,491,658 and used cash in operating activities of $1,590,074.

31, 2025, our cash and cash equivalents balance was $3,654,944.

At December 31, 2024, the outstanding balance on our line of credit facility

was $3,805,080, we had $4,392,906 outstanding in promissory notes, and $43,137 of convertible notes payable, including interest.

independent registered public accounting firm, in their report to our December 31, 2024, 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.

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

As of December 31, 2025, the outstanding balance on our line of credit

facility was $3,212,935;

we had $663,589 outstanding in promissory notes and $46,137 in convertible notes payable, including interest.

As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion that there

is substantial doubt regarding our ability to continue as a going concern for a period of at least 12 months beyond the filing of this

Annual Report on Form 10-K.

As a result, the report of our independent registered public accounting firm on our financial statements for

the year ended December 31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our ability to

continue as a going concern.

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

Our failure to increase revenue

or improve 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.

CardCash is not able to achieve profitability within the next few years, our shareholders will have experienced unnecessary dilution,

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.

CardCash is not able to maintain profitability over 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.

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

For the 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.

has incurred net losses since its inception.

For the years ended December 31, 2024 and 2023, CardCash had net losses of $2,052,198 and

$124,546, respectively.

During the year ended December 31, 2025, Cash realized net income of $830,197.

Our business plan contemplates growth

in gross and net revenues to increase our share price and facilitate accretive acquisitions of e-commerce companies.

However, CardCash’s

inability to be profitable could delay or hinder our efforts to achieve our business goals.

The principal risks to CardCash maintaining

future 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.

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by our customers to us, thus damaging our reputation, brand value, and potentially affecting our results of operations.

In addition, negative

publicity and subscriber sentiment generated as a result of fraudulent or deceptive conduct by our restaurants and other merchants could

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

negative publicity and subscriber sentiment arising from fraudulent or deceptive conduct by our restaurants and other merchants could

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

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

The application of certain laws and regulations to our discount certificates and dining cards is uncertain.

include laws and regulations such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, and unclaimed

and abandoned property laws.

The application of the CARD Act will only become less uncertain if current legislation at the federal and

state levels is changed to specify that their terms apply to our discount certificates and Discount Dining Passes or from court rulings

by federal or state courts that interpret the current legislation to be clearly applicable to our discount program.

time to time, we also may be notified of additional laws and regulations which governmental organizations or others may claim should

be applicable to our business.

If we are required to alter our business practices as a result of any laws and regulations, our revenue

could decrease, our costs could increase and our business could otherwise be harmed.

Further, the costs and expenses associated with

defending any actions related to such additional laws and regulations and any payments of related penalties, judgments or settlements

could adversely impact our profitability.

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

These include laws and regulations

such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, and unclaimed and abandoned property

The application of the CARD Act will only become less uncertain if current legislation at the federal and state levels is changed

to specify that their terms apply to our discount certificates and Discount Dining Passes or from court rulings by federal or state courts

that interpret the current legislation to be clearly applicable to our discount program.

time to time, we may also be notified of additional laws and regulations that governmental organizations or others may claim apply to

our business.

If we are required to alter our business practices due to laws and regulations, our revenue could decrease, our costs could

increase, and our business could otherwise be harmed.

Further, the costs and expenses associated with defending any actions related to

such additional laws and regulations, and any payments of related penalties, judgments, or settlements could adversely impact our profitability.

implementation of the CARD Act and similar state laws may harm our business and results of operations.

discount certificates and Discount Dining Passes may be considered gift cards, gift certificates, stored value cards, or prepaid cards

and therefore governed by, among other laws, the CARD Act, and state laws governing gift cards, stored value cards and coupons.

of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific

disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees.

if our discount certificates and Discount Dining Passes are subject to the CARD Act and are not included in the exemption for promotional

and, therefore, may be subject to, among other laws, the CARD Act and state laws governing gift cards, stored value cards, and coupons.

Many of these laws contain provisions governing the use of gift cards, gift certificates, stored-value cards, or prepaid cards, including

specific disclosure requirements, prohibitions or limitations on expiration dates, and the imposition of certain fees.

For example, if

our discount certificates and Discount Dining Passes are subject to the CARD Act and are not included in the exemption for promotional

programs, it is possible that the purchase value, which is the amount equal to the price paid for our certificates and Discount Dining

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and Discount Dining Passes, our net income could be materially and adversely affected.

certain states, our discount certificates and Discount Dining Passes may be considered a gift card.

Some of these states include gift

cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed

balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping

We do not remit any amounts relating to unredeemed discount certificates and Discount Dining Passes based on our assessment

of applicable laws.

The analysis of the potential application of the unclaimed and abandoned property laws to discount certificates and

Discount Dining Passes is complex, involving an analysis of constitutional and statutory provisions and factual issues, including our

relationship with customers and merchants and our role as it relates to the issuance and delivery of such certificates and Discount Dining

In the event that one or more states successfully challenges our position on the application of its unclaimed and abandoned property

laws to discount certificates and Discount Dining Passes, or if the estimates that we use in projecting the likelihood of discount certificates

and Discount Dining Passes being redeemed prove to be inaccurate, our liabilities with respect to unredeemed discount certificates and

Discount Dining Passes may be materially higher than the amounts shown in our financial statements.

certain states, our discount certificates and Discount Dining Passes may be treated as gift cards.

Some states treat gift cards as unclaimed

or abandoned property under their unclaimed and abandoned property laws, which require companies to remit to the government the value

of the unredeemed balance on the gift cards after a specified period (generally between one and five years) and impose certain reporting

and recordkeeping obligations.

We do not remit any amounts for unredeemed discount certificates or Discount Dining Passes, based on our

assessment of applicable laws.

The analysis of the potential application of the unclaimed and abandoned property laws to discount certificates

and Discount Dining Passes is complex, involving an analysis of constitutional and statutory provisions and factual issues, including

our relationship with customers and merchants and our role as it relates to the issuance and delivery of such certificates and Discount

Dining Passes.

In the event that one or more states successfully challenges our position on the application of its unclaimed and abandoned

property laws to discount certificates and Discount Dining Passes, or if the estimates that we use in projecting the likelihood of discount

certificates and Discount Dining Passes being redeemed prove to be inaccurate, our liabilities with respect to unredeemed discount certificates

and Discount Dining Passes may be materially higher than the amounts shown in our financial statements.

If we are required to materially

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are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce,

including the California Consumer Protection Act, the General Data Protection Regulation, the CAN-SPAM Act, Digital Millennium Copyright

including the California Consumer Protection Act, the General Data Protection Regulation, the CAN-SPAM Act, the Digital Millennium Copyright

Act, the Electronic Signatures in Global and National Commerce Act, and the Uniform Electronic Transactions Act.

Existing and future regulations

and laws could impede the growth of the internet or other online services.

These regulations and laws may involve taxation, tariffs,

subscriber privacy, anti-spam, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer

protection, the provision of online payment services and the characteristics and quality of services.

It is not clear how existing laws

governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority

of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet

or e-commerce.

In addition, it is possible that governments of one or more countries may seek to censor content available on our websites

and applications or may even attempt to completely block access to our websites.

Adverse legal or regulatory developments could substantially

harm our business.

In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries,

our ability to retain or increase our subscriber base may be adversely affected and we may not be able to maintain or grow our revenue

as anticipated.

Existing and future

regulations and laws could impede the growth of the internet or other online services.

These regulations and laws may involve taxation,

tariffs, subscriber privacy, anti-spam, data protection, content, copyrights, distribution, electronic contracts and other communications,

consumer protection, the provision of online payment services, and the characteristics and quality of services.

It is not clear how existing

laws governing issues such as property ownership, sales and other taxes, libel, and personal privacy apply to the internet, as the vast

majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by

the internet or e-commerce.

In addition, governments in one or more countries may seek to censor content on our websites and applications,

or attempt to block access to our websites.

Adverse legal or regulatory developments could substantially harm our business.

In particular,

in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase

our subscriber base may be adversely affected and we may not be able to maintain or grow our revenue as anticipated.

to comply with federal and state privacy laws and regulations, or the expansion of current or the enactment of new privacy laws or regulations,

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variety of federal and state laws and regulations govern the collection, use, retention, sharing, and security of consumer data.

privacy-related laws and regulations are evolving and subject to potentially differing interpretations.

In addition, various federal,

state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters.

For example, recently

there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users

of smartphones and other mobile devices.

We have posted privacy policies and practices concerning the collection, use and disclosure

of subscriber data on our websites and applications.

Several internet companies have incurred penalties for failing to abide by the representations

made in their privacy policies and practices.

In addition, several states have adopted legislation that requires businesses to implement

and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers

in the event of a security breach.

Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related

consent orders, Federal Trade Commission requirements or orders or other federal, state or international privacy or consumer protection-related

laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities

or others or other liabilities, which could adversely affect our business.

In addition, a failure or perceived failure to comply with

industry standards or with our own privacy policies and practices could result in a loss of customers or merchants and adversely affect

our business.

Federal, state and international governmental authorities continue to evaluate the privacy implications inherent in the

use of third-party web “cookies” for behavioral advertising.

The regulation of these cookies and other current online advertising

practices could adversely affect our business.

privacy laws and regulations are evolving and subject to varying interpretations.

In addition, various federal, state, and foreign legislative

and regulatory bodies may expand current laws or enact new laws regarding privacy matters.

For example, there have recently been Congressional

hearings and increased attention to the capture and use of location-based information from smartphone and other mobile device users.

We have posted privacy policies and practices concerning the collection, use, and disclosure of subscriber data on our websites and applications.

Several internet companies have incurred penalties for failing to honor the representations in their privacy policies and practices.

In addition, several states have enacted legislation requiring businesses to implement and maintain reasonable security procedures and

practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach.

or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission

requirements or orders or other federal, state or international privacy or consumer protection-related laws, regulations or industry

self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities,

which could adversely affect our business.

In addition, a failure or perceived failure to comply with industry standards or with our

own privacy policies and practices could result in a loss of customers or merchants and adversely affect our business.

Federal, state

and international governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web “cookies”

for behavioral advertising.

The regulation of these cookies and other current online advertising practices could adversely affect our

may suffer liability as a result of information retrieved from or transmitted over the internet and claims related to our service offerings.

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we ultimately are not found liable.

If any of these events occurs, our net income could be materially and adversely affected.

If any of these events occur, our net income could be materially and adversely affected.

are subject to risks associated with information disseminated through our websites and applications, including consumer data, content

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Such information, whether accurate

or inaccurate, may result in our being sued by our merchants, customers or third parties and as a result our revenue and goodwill could

be materially and adversely affected.

business depends on our ability to maintain and scale the network infrastructure necessary to operate our websites and applications,

and any significant disruption in service on our websites or applications could result in a loss of customers or merchants.

or inaccurate, may result in our being sued by our merchants, customers, or third parties, and as a result, our revenue and goodwill

could be materially and adversely affected.

business depends on maintaining and scaling the network infrastructure required to operate our websites and applications, and any significant

disruption to service could result in a loss of customers or merchants.

access our deals through our websites and applications.

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As our subscriber

base and the amount of information shared on our websites and applications continue to grow, we will need an increasing amount of network

capacity and computing power.

We have spent and expect to continue to spend substantial amounts of money on data centers and equipment

and related network infrastructure to handle the traffic on our websites and applications.

The operation of these systems is expensive

and complex and could result in operational failures.

In the event that our customer base or the amount of traffic on our websites and

applications grows more quickly than anticipated, we may be required to incur significant additional costs.

Interruptions in these systems,

whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our

websites and applications, and prevent our customers from accessing our services.

A substantial portion of our network infrastructure

is hosted by third-party providers.

Any disruption in these services or any failure of these providers to handle existing or increased

traffic could significantly harm our business.

Any financial or other difficulties these providers face may adversely affect our business,

and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.

we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current

and potential customers and merchants, which could harm our operating results and financial condition.

base and the volume of information shared on our websites and applications continue to grow, we will need more network capacity and computing

We have spent, and expect to continue to spend, substantial amounts of money on data centers, equipment, and related network infrastructure

to handle traffic for our websites and applications.

The operation of these systems is expensive and complex, and could lead to operational

In the event that our customer base or the amount of traffic on our websites and applications grows more quickly than anticipated,

we may be required to incur significant additional costs.

Interruptions in these systems, whether due to system failures, computer viruses

or physical or electronic break-ins, could affect the security or availability of our websites and applications, and prevent our customers

from accessing our services.

A substantial portion of our network infrastructure is hosted by third-party providers.

Any disruption to

these services, or any failure by these providers to handle existing or increased traffic, could significantly harm our business.

financial or other difficulties these providers face may adversely affect our business, and we exercise limited control over them, which

increases our vulnerability to issues with the services they provide.

If we do not successfully maintain or expand our network infrastructure,

or if we experience operational failures, we could lose current and potential customers and merchants, which could harm our operating

results and financial condition.

business depends on the development and maintenance of the internet infrastructure.

success of our services will depend largely on the development and maintenance of the internet infrastructure.

This includes maintenance

of a reliable network backbone with the necessary speed, data capacity and security, as well as timely development of complementary products,

for providing reliable internet access and services.

success of our services will largely depend on the development and maintenance of our internet infrastructure.

This includes maintaining

a reliable network backbone with the necessary speed, data capacity, and security, as well as the timely development of complementary

products to provide reliable internet access and services.

The internet has experienced, and is likely to continue to experience, significant

growth in the number of users and amount of traffic.

growth in the number of users and in traffic volume.

The internet infrastructure may be unable to support such demands.

increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may

harm the performance of the internet.

increasing numbers of users, higher bandwidth requirements, and issues caused by viruses, worms, malware, and similar programs may degrade

internet performance.

The backbone computers of the internet have been the targets of such programs.

The internet has

experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages

and delays in the future.

These outages and delays could reduce the level of internet usage generally as well as the level of usage of

our services, which could adversely impact our business.

The internet has experienced a range

of outages and delays due to damage to parts of its infrastructure, and it could face further disruptions in the future.

These outages

and delays could reduce overall internet usage and usage of our services, which could adversely impact our business.

total number of customers may be higher than the number of our actual individual customers and may not be representative of the number

of persons who are active potential customers.

total number of customers may be higher than the number of our actual individual customers because some customers have multiple registrations,

other customers have died or become incapacitated and others may have registered under fictitious names.

Given the challenges inherent

in identifying these customers, we do not have a reliable system to accurately identify the number of actual individual customers, and

thus we rely on the number of total customers as our measure of the size of our subscriber base.

In addition, the number of customers

includes the total number of individuals that have completed registration through a specific date, less individuals who have unsubscribed,

and should not be considered as representative of the number of persons who continue to actively consider our deals by reviewing our

email offers.

total customer count may exceed the number of individual customers because some customers have multiple registrations, some have died

or become incapacitated, and others may have registered under fictitious names.

Given the challenges inherent in identifying these customers,

we do not have a reliable system to accurately determine the number of individual customers, so we rely on total customers as our measure

of subscriber base size.

In addition, the customer count includes the total number of individuals who completed registration as of a

specific date, less those who have unsubscribed, and should not be considered representative of the number of people who continue to

actively consider our deals by reviewing our email offers.

business may be subject to seasonal sales fluctuations which could result in volatility or have an adverse effect on the market price

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business, like that of our restaurants and merchants, may be subject to some degree of sales seasonality.

As the growth of our business

stabilizes, these seasonal fluctuations may become more evident.

Seasonality may cause our working capital cash flow requirements to

vary from quarter to quarter depending on the variability in the volume and timing of sales.

These factors, among other things, make

forecasting more difficult and may adversely affect our ability to manage working capital and to predict financial results accurately,

which could adversely affect the market price of our common stock.

As our business growth stabilizes,

these seasonal fluctuations may become more pronounced.

Seasonality may cause our working capital cash flow requirements to vary from

quarter to quarter, depending on the variability in the volume and timing of sales.

These factors, among others, make forecasting more

difficult and may impair our ability to manage working capital and predict financial results accurately, which could adversely affect

the market price of our common stock.

depend on the continued growth of online commerce.

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A significant natural disaster, such as an earthquake, fire, or flood, could have a material adverse impact on our business, financial

condition and results of operations and our insurance coverage may be insufficient to compensate us for losses that may occur.

terrorism could cause disruptions to the internet, our business or the economy as a whole.

We may not have sufficient protection 18 or

recovery plans in certain circumstances, such as natural disasters affecting areas where data centers upon which we rely are located,

and our business interruption insurance may be insufficient to compensate us for losses that may occur.

Such disruptions could negatively

impact our ability to run our websites, which could harm our business.

condition, and results of operations, and our insurance coverage may be insufficient to compensate us for any resulting losses.

of terrorism could disrupt the internet, our business, or the economy as a whole.

We may not have sufficient protection or recovery plans

in certain circumstances, such as natural disasters affecting areas where the data centers on which we rely are located, and our business

interruption insurance may be insufficient to compensate us for any losses that may occur.

Such disruptions could negatively affect our

ability to operate our websites, potentially harming our business.

to deal effectively with fraudulent transactions and subscriber disputes would increase our loss rate and harm our business.

discount certificates and Dining Passes are issued in the form of redeemable coupons with unique identifiers.

It is possible that consumers

or other third parties will seek to create counterfeit certificates to fraudulently purchase discounted goods and services from our restaurants

and other merchants.

While we use advanced anti-fraud technologies, it is possible that technically knowledgeable criminals will attempt

to circumvent our anti-fraud systems using increasingly sophisticated methods.

In addition, our service could be subject to employee

fraud or other internal security breaches, and we may be required to reimburse consumers and/or merchants for any funds stolen or revenue

lost as a result of such breaches.

Our restaurants and merchants could also request reimbursement, or stop using us, if they are affected

by buyer fraud or other types of fraud.

discount certificates and Dining Passes are issued as redeemable coupons with unique identifiers.

Consumers or third parties may attempt

to issue counterfeit certificates to fraudulently obtain discounted goods and services from our restaurants and other merchants.

we use advanced anti-fraud technologies, technically knowledgeable criminals may attempt to circumvent our systems through increasingly

sophisticated methods.

In addition, our service may be subject to employee fraud or other internal security breaches, and we may be required

to reimburse consumers and/or merchants for any funds stolen or revenue lost as a result.

Our restaurants and merchants may also request

reimbursement or cease using us if they are affected by buyer fraud or other fraud.

may incur significant losses from fraud and counterfeit certificates.

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If we were unable to accept

credit cards for payment, we would suffer substantial reductions in revenue, which would cause our business to suffer.

While we have

taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against

new and continually evolving forms of fraud or in connection with new product offerings.

If these measures do not succeed, our business

credit cards, we would experience substantial revenue reductions, which would harm our business.

While we have taken measures to detect

and mitigate fraud risk, these measures must be continually improved and may not be effective against new or evolving fraud or in connection

with new product offerings.

If these measures do not succeed, our business will suffer.

are subject to payments-related risks.

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For certain payment methods, including

credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability.

credit and debit cards, we pay interchange and other fees that may increase over time, raise our operating costs, and reduce profitability.

We rely on third parties to provide payment processing services, including the processing of credit cards and debit cards and it could

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If we fail to comply with these rules or requirements, we may be subject to fines

and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of

online payments, and our business and operating results could be adversely affected.

and higher transaction fees, lose our ability to accept credit and debit card payments from consumers or facilitate other online payments,

and our business and operating results could be adversely affected.

are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money

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If we were found to be in violation of applicable laws or

regulations, we could be subject to civil and criminal penalties or forced to cease our payments services business.

regulations, we could be subject to civil and criminal penalties or forced to cease our payment services business.

laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include discount

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identification and verification programs, record retention policies and procedures and transaction reporting.

We do not believe that

we are a financial institution subject to these laws and regulations based, in part, upon the characteristics of discount certificates

and Discount Dining Passes and our role with respect to the distribution of discount certificates and Discount Dining Passes to customers.

We do not believe we are

a financial institution subject to these laws and regulations, based in part on the characteristics of discount certificates and Discount

Dining Passes and our role in distributing them to customers.

However, the Financial Crimes Enforcement Network, a division of the U.S.

Treasury Department tasked with implementing the requirements

of the Bank Secrecy Act, recently proposed amendments to the scope and requirements for parties involved in stored value or prepaid access

cards, including a proposed expansion of financial institutions to include sellers or issuers of prepaid access cards.

In the event that

this proposal is adopted as proposed, it is possible that our discount certificates and Discount Dining Passes could be considered a

financial product and that we could be a financial institution.

In the event that we become subject to the requirements of the Bank Secrecy

Act or any other anti-money laundering law or regulation imposing obligations on us as a money services business, our regulatory compliance

costs to meet these obligations would likely increase which could reduce our net income.

Treasury Department tasked with implementing the requirements of the Bank Secrecy Act, recently proposed amendments to the scope and

requirements for parties involved in stored value or prepaid access cards, including a proposed expansion of financial institutions to

include sellers or issuers of prepaid access cards.

If this proposal is adopted as proposed, our discount certificates and Discount Dining

Passes may be considered financial products, and we may be deemed a financial institution.

In the event that we become subject to the

requirements of the Bank Secrecy Act or any other anti-money laundering law or regulation imposing obligations on us as a money services

business, our regulatory compliance costs to meet these obligations would likely increase which could reduce our net income.

laws regulating money transmission could be expanded to include our discount certificates and Discount Dining Passes.

states impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions

of what constitutes money transmission.

We do not currently believe we are a money transmitter given our role and the product terms of

our discount certificates and Discount Dining Passes.

However, a successful challenge to our position or expansion of state laws could

subject us to increased compliance costs and delay our ability to offer discount certificates and Discount Dining Passes in certain jurisdictions

pending receipt of any necessary licenses or registrations.

states impose licensing and registration requirements on companies engaged in money transmission, with varying definitions of what constitutes

money transmission.

We do not currently believe we are a money transmitter, given our role and the product terms of our discount certificates

and Discount Dining Passes.

However, a successful challenge to our position or expansion of state laws could subject us to increased

compliance costs and delay our ability to offer discount certificates and Discount Dining Passes in certain jurisdictions pending receipt

of any necessary licenses or registrations.

uncertainty in global economic conditions could adversely affect our revenue and business.

operations and performance depend primarily on economic conditions in the United States.

The current economic environment continues to

be uncertain, including as a result of the COVID 19 pandemic.

These conditions may make it difficult for our restaurants and other merchants

to accurately forecast and plan future business activities and could cause our merchants to terminate their relationships with us or

could cause our customers to slow or reduce their spending.

Furthermore, during challenging economic times, our merchants may face issues

gaining timely access to sufficient credit, which could result in their unwillingness to continue with our service or impair their ability

to make timely payments to us.

If that were to occur, we may experience decreased revenue, be required to increase our allowance for

doubtful accounts and our days receivables outstanding would be negatively impacted.

If we are unable to finance our operations on acceptable

terms as a result of renewed tightening in the credit markets, we may experience increased costs or we may not be able to effectively

manage our business.

We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide,

in the United States or in the restaurant and entertainment industry.

These and other economic factors could have a material adverse

effect on our financial condition and operating results.

The current economic environment remains uncertain

due to geopolitical conflict.

These conditions may make it difficult for our restaurants and other merchants to accurately forecast and

plan future business activities and could lead our merchants to terminate their relationships with us or cause our customers to slow

or reduce their spending.

Furthermore, during challenging economic times, our merchants may face difficulties obtaining timely access

to sufficient credit, which could lead them to discontinue our service or impair their ability to make timely payments to us.

were to occur, we may experience decreased revenue, be required to increase our allowance for doubtful accounts, and see our days receivable

outstanding negatively impacted.

If we are unable to finance our operations on acceptable terms due to further tightening in the credit

markets, we may incur higher costs or be unable to effectively manage our business.

We cannot predict the timing, strength, or duration

of any worldwide economic slowdown or subsequent recovery, in the United States, or in the restaurant and entertainment industry.

and other economic factors could have a material adverse effect on our financial condition and operating results.

in general economic and market conditions and reductions in spending may reduce demand for our digital dining products.

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and entertainment industries.

Moreover, government consumption or socio-economic policies or objectives pursued by countries in which

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

Moreover, government consumption, socio-economic policies, or objectives pursued by countries where we

do business could affect demand for our discount dining certificates and discount Dining Passes.

inflation also increased during 2022.

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

response, has exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain

disruptions, which has resulted and may continue to result in shortages in food products, materials and services.

Such shortages have

resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could

continue to cause costs to increase as well as result in the scarcity of certain materials.

We cannot predict any future trends in the

rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business.

To the extent we and the restaurant customers we service are unable to recover higher operating costs resulting from inflation or otherwise

mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition

and results of operations could be adversely affected.

Currently, the most significant impact of inflation on us is the increase in employee

response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply

chain disruptions, which have resulted and may continue to result in shortages in food products, materials, and services.

Such shortages

have resulted and may continue to result in inflationary increases in labor, fuel, food products, materials, and services, and could

also cause costs to rise and lead to shortages of certain materials.

We cannot predict future trends in inflation or other negative economic

factors, or the associated increases in our operating costs, and how these may impact our business.

To the extent that the restaurant

customers we serve are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs

on our and their businesses, our revenues and gross profit could decrease, and our financial condition and results of operations could

be adversely affected.

Currently, the most significant impact of inflation on us is the increase in employee wages.

ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

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intend to make acquisitions that could disrupt our operations and adversely impact our business and operating results.

intend to attempt to acquire complementary e-commerce businesses and to support the transition and integration of acquired operations

with our ongoing business as a part of our growth strategy.

Other than as disclosed herein, we currently have no binding commitments

or agreements with respect to any such acquisitions and there can be no assurance that we will eventually consummate any acquisitions.

The process of integrating acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may

absorb significant management attention that would otherwise be available for the ongoing development of our business.

In addition, we

have limited experience in performing acquisitions and managing growth.

There can be no assurance that the anticipated benefits of any

acquisition will be realized.

In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the

incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which

could materially and adversely affect our operating results and financial position.

In addition, acquisitions also involve other risks,

including risks inherent in entering markets in which we have no or limited prior experience and the potential loss of key employees.

intend to acquire complementary e-commerce businesses and support the transition and integration of acquired operations into our ongoing

business as part of our growth strategy.

Other than as disclosed herein, we currently have no binding commitments or agreements with

respect to any such acquisitions and there can be no assurance that we will eventually consummate any acquisitions.

The process of integrating

acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management

attention that would otherwise be available for the ongoing development of our business.

In addition, we have limited experience in performing

acquisitions and managing growth.

There can be no assurance that the anticipated benefits of any acquisition will be realized.

future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities

and amortization expenses related to goodwill and other intangible assets, any of which could materially and adversely affect our operating

results and financial position.

In addition, acquisitions involve risks, including those inherent in entering markets with no or limited

prior experience and the potential loss of key employees.

the products that we offer on our online marketplaces do not reflect our customers’ tastes and preferences, our sales and profit

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which would depress our profit margins.

In addition, any failure to offer products in line with customers’ preferences could allow

our competitors to gain market share.

This could have an adverse effect on our business, prospects, financial condition and results of

plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel.

In addition, failing to offer products aligned with customers’ preferences could allow

competitors to gain market share.

This could adversely affect our business, prospects, financial condition, and results of operations.

expansion plans cannot be implemented if we lose key personnel or are unable to recruit additional personnel.

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

our President and Chief Executive Officer, Steve Handy, our Chief Financial Officer, Elliot Bohm, the Chief Executive Officer of our

subsidiary, CardCash, and Marc Ackerman, the Chief Operating Officer of our subsidiary, CardCash, and Balazs Wallisch, the Chief Operating

Officer of our subsidiary, Restaurant.com.

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.

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

and expand our website and systems, marketing and salespeople to attract and retain customers and merchants and customer support personnel

to serve our growing customer base.

Hiring and retaining qualified executives, engineers and qualified sales representatives are critical

to our success, and competition for experienced and well-qualified employees can be intense.

To attract and retain executives and other

key employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity-based compensation.

We currently utilize a stock incentive plan, including stock options, as a form of share-based incentive compensation.

If the anticipated

value of such equity-based incentive awards does not materialize, if our equity-based compensation otherwise ceases to be viewed as a

valuable benefit or if our total compensation package is not viewed as competitive, our ability to attract, retain and motivate executives

and key employees could be weakened.

failure to successfully hire executives and key employees or the loss of any executives and key employees could have a significant impact

on our operations.

If we are unable to hire and successfully train employees or contractors in these areas, users of our website may

have negative experiences and we may lose customers, which would diminish the value of our brand and harm our business.

The market for

recruiting qualified information technology and other personnel is extremely competitive, and we may experience difficulties in attracting

and retaining employees.

Should we fail to retain or attract qualified personnel, we may not be able to compete successfully or implement

our plans for expansion.

subsidiary, CardCash, and Marc Ackerman, the Chief Operating Officer of our subsidiary, CardCash.

These executives may elect to pursue

other opportunities at any time.

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

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

The loss of any executive

officer or other key employee could harm our business.

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

our website and systems, marketing and sales to attract and retain customers, and customer support to serve our growing customer base.

Hiring and retaining qualified executives, engineers and qualified sales representatives are critical to our success, and competition

for experienced and well-qualified employees can be intense.

To attract and retain executives and other key employees in a competitive

marketplace, we must provide a competitive compensation package, including cash and equity-based compensation.

We currently utilize a

stock incentive plan, including stock options, as a form of share-based incentive compensation.

If the anticipated value of such equity-based

incentive awards does not materialize, if our equity-based compensation otherwise ceases to be viewed as a valuable benefit or if our

total compensation package is not viewed as competitive, our ability to attract, retain and motivate executives and key employees could

failure to hire executives and key employees, or the loss of any of them, could significantly impact our operations.

If we are unable

to hire and successfully train employees or contractors in these areas, users of our website may have negative experiences and we may

lose customers, which would diminish the value of our brand and harm our business.

The market for recruiting qualified information technology

and other personnel is highly competitive, and we may face challenges in attracting and retaining employees.

If we fail to retain or

attract qualified personnel, we may be unable to compete successfully or implement our expansion plans.

obtain future revenue growth and achieve and sustain profitability, we will have to attract and retain customers on cost-effective terms.

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We have relationships with online services, search

engines, affiliate marketing websites, directories and other website and e-commerce businesses to provide content, advertising banners

engines, affiliate marketing websites, directories, and other websites and e-commerce businesses to provide content, advertising banners,

and other links that direct customers to our website.

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and to generate new customers.

Further, many of the parties with which we may have online-advertising arrangements could provide advertising

services for other online competitors.

Furthermore, many of the parties with whom we may have online advertising arrangements could provide advertising

services to other online competitors.

As a result, these parties may be reluctant to enter into or maintain relationships with us.

to achieve sufficient traffic or generate sufficient revenue from purchases originating from third parties may result in termination

of these relationships by these third parties.

If we are unable to develop or maintain these relationships on acceptable terms, our ability

to attract new customers and our financial condition could be harmed.

If the underlying technology’s development evolves in a manner

that is no longer beneficial to us, our financial condition could be harmed.

In addition, certain online marketing agreements may require

us to pay upfront fees and make other payments prior to the realization of the sales, if any, associated with those payments.

if these relationships or agreements that we may enter into in the future fail to produce the sales that we anticipate, our results of

operations will be adversely affected.

We cannot give any assurance that we will be able to increase our revenues, if at all, in a cost-effective

to achieve sufficient traffic or generate sufficient revenue from third-party purchases may result in termination of these relationships

by third parties.

If we are unable to develop or maintain these relationships on acceptable terms, our ability to attract new customers

and our financial condition could be harmed.

If the underlying technology’s development evolves in a way that is no longer beneficial

to us, our financial condition could be adversely affected.

In addition, certain online marketing agreements may require us to pay upfront

fees and make other payments before any sales are realized, if any.

Accordingly, if future relationships or agreements do not generate

the sales we anticipate, our results of operations will be adversely affected.

We cannot guarantee that we will be able to increase our

revenues, if at all, in a cost-effective manner.

rely upon search engines like Google, Bing and Yahoo to rank our product offerings and may at times be subject to changes in search algorithms

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Generally, internet sites ranked higher

in the paid and natural search results lists furnished to users attract the largest visitor share among similar internet sites.

sites achieving the highest natural search ranking often benefit from increased sales.

Natural search engine algorithms utilize information

available throughout the internet, including information available on our website.

Rules and guidelines of these natural search engine

companies govern our participation on their sites and how we share relevant internet information that may be considered or incorporated

into the algorithms utilized by these sites.

If we fail to present, or improperly present, our website’s information for use by

natural search engine companies, or if any of these natural search engine companies determine we have violated their rules or guidelines,

or if others improperly present our website’s information to these search engine companies, or if natural search engine companies

make changes to their search algorithms, we may fail to achieve an optimum ranking in natural search engine listing results, or we may

be penalized in a way that could harm our business, prospects, financial condition and results of operations.

in paid and natural search results attract the largest share of visitors among similar sites.

Sites that achieve the highest natural

search rankings often see increased sales.

Natural search engine algorithms use information from across the internet, including content

on our website.

Rules and guidelines from these natural search engine companies govern our participation on their sites and how we share

relevant online information that may be considered or incorporated into their algorithms.

If we fail to present, or improperly present,

our website’s information for use by natural search engine companies, or if any of these natural search engine companies determine

we have violated their rules or guidelines, or if others improperly present our website’s information to these search engine companies,

or if natural search engine companies make changes to their search algorithms, we may fail to achieve an optimum ranking in natural search

engine listing results, or we may be penalized in a way that could harm our business, prospects, financial condition and results of operations.

individuals are using mobile devices to access the internet and versions of our service developed or optimized for these devices may

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mobile devices.

We may lose users if we are not able to continue to meet our users’ mobile and multi-screen experience expectations.

If we are unable to attract and retain a substantial number of mobile device users to our online marketplaces and services, we may fail

to capture a sufficient share of an increasingly important portion of the market for online services.

We may lose users if we cannot continue to meet our users’ mobile and multi-screen experience expectations.

we are unable to attract and retain a substantial number of mobile device users to our online marketplaces and services, we may fail

to capture a sufficient share of an increasingly important segment of the online services market.

Our ability to successfully address

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increase the volume of mobile transactions effected through our platforms could harm our business.

rely on third-party systems to conduct our business, and our revenues and market share may decrease if these systems are unavailable

in the future or if they no longer offer quality performance.

rely on third-party computer systems and third-party service providers, including credit card verifications and confirmations, to host

our website and to advertise and deliver the discount certificates and Discount Dining Passes sold on our website to customers.

rely on third-party licenses for components of the software underlying our technology platform.

Any interruption in our ability to obtain

the products or services of these or other third parties or deterioration in their performance could impair the timing and quality of

our own service.

If our service providers fail to deliver high-quality products and services in a timely manner to our customers, our

services will not meet the expectations of our customers and our reputation and brand will be damaged.

Furthermore, if our arrangements

with any of these third parties are terminated, we may not find an alternate source of systems support on a timely basis or on terms

as advantageous to us.

rely on third-party systems to conduct our business, and our revenues and market share may decline if these systems are unavailable in

the future or no longer perform at a satisfactory level.

rely on third-party computer systems and service providers, including credit card verification and confirmation, to host our website

and to advertise and deliver the discount certificates and Discount Dining Passes sold on our website to customers.

We also rely on third-party

licenses for components of the software underlying our technology platform.

Any interruption in our ability to obtain products or services

from these or other third parties, or any deterioration in their performance, could impair the timing and quality of our own service.

If our service providers fail to deliver high-quality products and services in a timely manner to our customers, our services will not

meet the expectations of our customers and our reputation and brand will be damaged.

Furthermore, if our arrangements with any of these

third parties are terminated, we may not find an alternate source of systems support on a timely basis or on terms as advantageous to

are subject to cyber security risks and risks of data loss or other security breaches.

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our existing systems.

we do not respond to rapid technological changes, our services could become obsolete, and we could lose customers.

we do not keep pace with rapid technological change, our services could become obsolete and we could lose customers.

remain competitive, we must continue to enhance and improve the functionality and features of our e-commerce businesses.

material delays in introducing new services, products, and enhancements.

If this happens, our customers may forego the use of our websites

and use those of our competitors.

If this happens, our customers may forgo using our websites

and instead use those of our competitors.

The internet and the online commerce industry are rapidly changing.

If competitors introduce new products

and services using new technologies or if new industry standards and practices emerge, our existing websites and our proprietary technology

and systems may become obsolete.

Our failure to respond to technological change or to adequately maintain, upgrade and develop our computer

network and the systems used to process customers’ orders and payments could harm our business, prospects, financial condition

and results of operations.

If competitors introduce

new products and services using emerging technologies, or if new industry standards and practices emerge, our existing websites and proprietary

technology and systems may become obsolete.

Our failure to respond to technological change or to adequately maintain, upgrade and develop

our computer network and the systems used to process customers’ orders and payments could harm our business, prospects, financial

condition and results of operations.

of social media may adversely impact our reputation.

has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other

forms of internet-based communications that allow individuals access to a broad audience of consumers and other interested persons.

value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information

without further investigation, authentication and without regard to its accuracy.

The availability of information on social media platforms

and devices is virtually immediate as is its impact.

Social media platforms and devices immediately publish the content their customers

and participants post, often without filters or checks on accuracy of the content posted.

The opportunity for dissemination of information,

including inaccurate information, is seemingly limitless and readily available.

Information concerning our company may be posted on such

platforms and devices at any time.

Information posted may be adverse to our interests, may be inaccurate, and may harm our performance,

prospects or business.

The harm may be immediate without affording us an opportunity for redress or correction.

Such platforms also could

be used for the dissemination of trade secret information or otherwise compromise valuable company assets, all of which could harm our

business, prospects, financial condition and results of operations.

has been a marked increase in the use of social media platforms and similar channels, including blogs, social media websites, and other

forms of internet-based communication, which allow individuals to reach a broad audience of consumers and other interested parties.

value readily available information about retailers, manufacturers, and their goods and services, and often act on it without further

investigation, authentication, or regard for its accuracy.

The availability of information on social media platforms and devices is virtually

immediate, as is its impact.

Social media platforms and devices immediately publish content from their users and participants, often

without filters or checks on its accuracy.

The opportunity to disseminate information, including inaccurate information, is seemingly

limitless and readily available.

Information concerning our company may be posted on such platforms and devices at any time.

posted may be adverse to our interests, may be inaccurate, and may harm our performance, prospects, or business.

The harm may be immediate,

without affording us an opportunity to seek redress or correction.

Such platforms could also be used to disseminate trade secret information

or otherwise compromise valuable company assets, all of which could harm our business, prospects, financial condition, and results of

may experience unexpected expenses or delays in service enhancements if we are unable to license third-party technology on commercially

reasonable terms.

rely on a variety of technology that we license from third parties, such as Microsoft.

These third-party technology licenses might not

continue to be available to us on commercially reasonable terms or at all.

If we are unable to obtain or maintain these licenses on favorable

terms, or at all, we could experience delays in completing and developing our proprietary software.

rely on a variety of third-party licensed technologies, such as Microsoft’s.

These third-party technology licenses may no longer

be available to us on commercially reasonable terms, or at all.

If we are unable to obtain or maintain these licenses on favorable terms,

or at all, we could experience delays in completing and developing our proprietary software.

we fail to forecast our revenue accurately due to lengthy sales cycles, or if we fail to match our expenditures with corresponding revenue,

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from our customers, vendors, merchants, and other third parties for tax reporting purposes and report such information to various government

The scope of such requirements continues to expand, requiring us to develop and implement new compliance systems.

comply with such laws and regulations could result in significant penalties.

26 adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of

companies engaged in Internet commerce or the U.S.

taxation of international business activities could materially affect our financial

position and results of operations.

we do not begin to generate significant revenues, we will still need to raise additional capital to meet our long-term business requirements.

The scope of these requirements continues to expand, necessitating the development and implementation of new compliance systems.

Failure to comply with such laws and regulations could result in significant penalties.

adoption of tax reform policies, including the enactment of legislation or regulations that change the tax treatment of companies engaged

in Internet commerce or the U.S.

taxation of international business activities, could materially affect our financial position and results

of operations.

we do not begin generating significant revenue, we will still need to raise additional capital to meet our long-term business requirements.

Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders’ ownership interests.

If we are unable to secure additional financing in the future, we will not be able to continue as a going concern.

we do not begin to generate significant revenues from our operations, we will need additional capital, which may not be available on

reasonable terms or at all.

The raising of additional capital will dilute current stockholders’ ownership interests.

to raise additional funds through public or private debt or equity financings to meet various objectives including, but not limited to:

we do not begin generating significant revenue from our operations, we will need additional capital, which may not be available on reasonable

terms or at all.

Raising additional capital will dilute current stockholders’ ownership interests.

We may need to raise additional

funds through public or private debt or equity financings to meet various objectives, including, but not limited to:

enough working capital to run our business;

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dilutive effect that is different from or in addition to that reflected in the capitalization described in this report.

any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all.

If we are unable to

obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and we may not be able to

continue operating if we do not generate sufficient revenues from operations needed to stay in business.

any additional debt or equity financing we may need may not be available on favorable terms, or at all.

If we are unable to obtain the

required additional capital, we may have to curtail our growth plans or reduce existing business, and we may not be able to continue

operating if we do not generate sufficient operating revenue to remain viable.

may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities

law compliance fees and other costs.

We may also be required to recognize non-cash expenses in connection with certain securities we

issue, such as convertible notes and warrants, which may adversely impact our financial condition.

We may also be required to recognize non-cash expenses related to certain securities we issue, such

as convertible notes and warrants, which may adversely affect our financial condition.

insurance coverage and indemnity rights may not adequately protect us against loss.

types, coverage, or the amounts of any insurance coverage we may carry from time to time may not be adequate to compensate us for any

losses we may actually incur in the operation of our business.

Further, any insurance we may desire to purchase may not be available

to us on terms we find acceptable or at all.

We are not indemnified by all of our suppliers, and any indemnification rights we may have

may not be enforceable or adequate to cover actual losses we may incur as a result of our sales of their products.

Actual losses for

which we are not insured or indemnified, or which exceed our insurance coverage or the capacity of our indemnitors or our ability to

enforce our indemnity agreements, could have a material adverse effect on our business.

types, coverage, or amounts of any insurance coverage we may carry from time to time may not be adequate to compensate us for any losses

we may actually incur in the operation of our business.

Furthermore, any insurance we may wish to purchase may not be available to us

on terms we find acceptable, or at all.

We are not indemnified by all of our suppliers, and any indemnification rights we may have may

not be enforceable or adequate to cover actual losses we may incur arising from our sales of their products.

Actual losses for which

we are not insured or indemnified, or which exceed our insurance coverage or the capacity of our indemnitors or our ability to enforce

our indemnity agreements, could have a material adverse effect on our business.

operating results may vary significantly from quarter to quarter.

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other platforms to display our offerings;

a modern mobile experience and achieve additional mobile adoption to capitalize on customers’ continued shift toward mobile

device usage;

a modern mobile experience and achieve additional mobile adoption to capitalize on customers continued shift toward mobile device

booking capabilities;

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Further, as our customer

base evolves, the composition of our customers may change in a manner that makes it more difficult to generate revenue to offset the

loss of existing customers and the costs associated with acquiring and retaining customers and to maintain or increase our customers’

purchase frequency.

If customers do not perceive our offerings to be attractive or if we fail to introduce new and more relevant deals

or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers

at levels necessary to grow our business and profitability.

Further, the traffic to our website and mobile applications, including traffic

from consumers responding to our emails and search engine optimization, has declined in recent years, such that an increasing proportion

of our traffic is generated from paid marketing channels, such as search engine marketing.

In addition, changes to search engine algorithms

or similar actions are not within our control and could adversely affect traffic to our website and mobile applications.

If we are unable

to acquire new customers in numbers sufficient to grow our business and offset the number of existing active customers that have ceased

to make purchases, or if new customers do not make purchases at expected levels, our profitability may decrease and our operating results

may be adversely affected.

base evolves, the composition of our customer base may change in ways that make it more difficult to generate revenue to offset the loss

of existing customers, cover the costs of acquiring and retaining customers, and maintain or increase our customers’ purchase frequency.

If customers do not perceive our offerings as attractive, or if we fail to introduce new, more relevant deals, or to increase awareness

and understanding of our offerings on our marketplace platform, we may be unable to retain or acquire customers at levels necessary to

grow our business and profitability.

Further, the traffic to our website and mobile applications, including traffic from consumers responding

to our emails and search engine optimization, has declined in recent years, such that an increasing proportion of our traffic is generated

from paid marketing channels, such as search engine marketing.

In addition, changes to search engine algorithms or similar actions are

not within our control and could adversely affect traffic to our website and mobile applications.

If we are unable to acquire new customers

in numbers sufficient to grow our business and offset the number of existing active customers that have ceased to make purchases, or

if new customers do not make purchases at expected levels, our profitability may decrease and our operating results may be adversely

future success depends upon our ability to attract and retain high-quality merchants and third-party business partners.

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arrangements to guarantee the availability of deals that offer attractive quality, value and variety to customers or favorable payment

If merchants decide that utilizing our services no longer provides an effective means of attracting new customers or selling

their offerings, they may stop working with us or negotiate to pay us lower margins or fees.

In addition, current or future competitors

may accept lower margins, or negative margins, to secure merchant offers that attract attention and acquire new customers.

experience attrition in our merchants resulting from several factors, including losses to competitors and merchant closures or merchant

bankruptcies.

If we are unable to attract and retain high quality merchants in numbers sufficient to grow our business, or if merchants

are unwilling to offer products or services with compelling terms through our marketplace, our operating results may be adversely affected.

If merchants decide that using our services no longer effectively attracts new customers or sells their products, they may

stop working with us or negotiate lower margins or fees.

In addition, current or future competitors may accept lower margins, or negative

margins, to secure merchant offers that attract attention and acquire new customers.

We may also experience attrition among our merchants,

driven by factors such as losses to competitors and closures or bankruptcies.

If we are unable to attract and retain high-quality merchants

in numbers sufficient to grow our business, or if merchants are unwilling to offer products or services with compelling terms through

our marketplace, our operating results may be adversely affected.

Related to Our Common Stock

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This may make it more

difficult for Company’s shareholders to sell shares of our common stock.

difficult for the Company’s shareholders to sell shares of our common stock.

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

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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.

Finally, monthly statements must be sent disclosing recent price

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

is limited recent trading activity in our common stock and there is no assurance that an active market will develop in the future.

is limited trading activity in our common stock.

Although our common stock is now trading on the Nasdaq Marketplace, there can be no

assurance that a more active market for the common stock will develop, or if one should develop, there is no assurance that it will be

If a market does not develop or is not sustained it may be difficult for you to sell your common stock at the time you wish

to sell them, at a price that is attractive to you, or at all.

You may not be able to sell your common stock at or above the offering

price per share.

Although our common stock is now trading on the Nasdaq Marketplace, there is no assurance

that a more active market for the common stock will develop, or, if one does, that it will be sustained.

If a market does not develop

or is not sustained, it may be difficult for you to sell your common stock at the time you wish to sell it, at a price that is attractive

to you, or at all.

You may not be able to sell your common stock at or above the offering price per share.

second amended and restated bylaws designate specific courts as the exclusive forum for certain litigation that may be initiated by our

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amended (the “Exchange Act”).

Our second amended and restated bylaws further provides that unless we consent in writing to

Our second amended and restated bylaws further provide that unless we consent in writing to

the selection of an alternative forum, the United States District Court in Delaware shall be the sole and exclusive forum for resolving

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In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting

to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is

uncertainty as to whether other courts will enforce our Federal Forum Provision.

If the Federal Forum Provision is found to be unenforceable,

we may incur additional costs associated with resolving such matters.

The Federal Forum Provision may also impose additional litigation

costs on stockholders who assert that the provision is not enforceable or invalid.

The Court of Chancery of the State of Delaware may

also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be

located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

to require claims under the Securities Act to be brought in federal court were “facially valid” under Delaware law, there

is uncertainty about whether other courts will enforce our Federal Forum Provision.

If the Federal Forum Provision is found unenforceable,

we may incur additional costs to resolve such matters.

The Federal Forum Provision may also impose additional litigation costs on stockholders

who assert that the provision is not enforceable or invalid.

The Court of Chancery of the State of Delaware may also reach different

judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise

choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect

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controls to identify areas that need improvement.

Failure to identify and thereafter implement required changes to our internal controls

or any others that we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating results

and cause investors to lose confidence in our reported financial information.

Any such loss of confidence would have a negative effect

on the trading price of our stock.

price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

Failure to identify and implement required changes to our internal controls, or any

others we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating results and cause

investors to lose confidence in our reported financial information.

Any such loss of confidence would negatively affect the trading price

of our stock.

price of our common stock may become volatile, which could lead to investor losses and costly securities litigation.

trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

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stock market is subject to significant price and volume fluctuations.

In the past, following periods of volatility in the market price

of a company’s securities, securities class action litigation has often been initiated against such a company.

Litigation initiated

against the Company, whether or not successful, could result in substantial costs and diversion of its management’s attention and

resources, which could harm our business and financial condition.

may experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.

In the past, following periods of volatility in a company’s

stock price, securities class action litigation has often been initiated against the company.

Litigation initiated against the Company,

whether or not successful, could result in substantial costs and diversion of its management’s attention and resources, which could

harm our business and financial condition.

may experience dilution of their ownership interests due to future issuances of additional shares of our common stock.

the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership

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In addition, conversion of the currently outstanding warrants will further

dilute the voting power of investors in this offering and will disproportionately diminish their ability to influence our management

dilute investors’ voting power in this offering and will disproportionately diminish their ability to influence our management,

given the large percentage of shares currently held by our directors and officers, as discussed in the risk factor below.

The future issuance

of any such additional shares of common stock may also create downward pressure on the trading price of our common stock.

no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction

with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our common stock is currently

issuance of any such additional shares of common stock may also create downward pressure on the trading price of our common stock.

can be no assurance that we will not be required to issue additional shares, warrants, or other convertible securities in the future

in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our common

stock are currently traded.

common stock is controlled by insiders.

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affect the price of our common stock.

Investors who acquire common stock may have no effective voice in our management since the insiders

will have the ability to influence us through this ownership position.

These stockholders may be able to determine all matters requiring

stockholder approval.

For example, these stockholders, acting together, may be able to control elections of directors, amendments of

our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction.

This may prevent or discourage

unsolicited acquisition proposals or offers for our common stock that you may believe are in your best interest as one of our stockholders.

In addition, sales by our insiders or affiliates along with any other market transactions, could negatively affect the market price of

our common stock.

Investors who acquire common stock may have no effective voice in our management, as insiders can

influence us through this ownership position.

These stockholders may be able to determine all matters requiring stockholder approval.

For example, these stockholders, acting together, may be able to control elections of directors, amendments of our organizational documents,

or approval of any merger, sale of assets, or other major corporate transaction.

This may prevent or discourage unsolicited acquisition

proposals or offers for our common stock that you believe are in your best interest as a stockholder.

In addition, sales by our insiders

or affiliates, along with any other market transactions, could negatively affect the market price of our common stock.

market price of our common stock may fluctuate, and you could lose all or part of your investment.

price of our common stock may decline.

The stock market in general, and the market price of our common stock will likely be subject to

fluctuation, whether due to, or irrespective of, our operating results, financial condition and prospects.

financial performance, our industry’s overall performance, changing consumer preferences, technologies, government regulatory action,

tax laws and market conditions in general could have a significant impact on the future market price of our common stock.

other factors that could negatively affect our share price or result in fluctuations in our share price include:

The stock market in general, and the market price of our common stock, will likely fluctuate,

whether due to or independent of our operating results, financial condition, and prospects.

financial performance, our industry’s overall performance, changing consumer preferences, technological developments, government

regulatory actions, tax laws, and general market conditions could significantly affect the future market price of our common stock.

of the other factors that could negatively affect our share price or result in fluctuations in our share price include:

or anticipated variations in our periodic operating results;

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As a “smaller reporting company,”

we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations

in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports.

Consequently,

it may be more challenging for investors to analyze our results of operations and financial prospects.

we can provide simplified executive compensation disclosures in our filings with the SEC and have reduced disclosure obligations, including

being required to provide only two years of audited financial statements in annual reports.

Consequently, it may be more challenging

for investors to analyze our results of operations and financial prospects.

we are a non-accelerated filer as defined by Rule 12b-2 of the Exchange Act, and, as such, are not required to provide an auditor attestation

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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