What changed in this filing

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Item 1A. Risk Factors

2025-03-31 compared with 2024-04-09 · 43 added, 90 removed, 844 unchanged (14% of the section changed)

3 unchanged sentences

which may negatively impact our ability to achieve our business objectives, and we received a going concern qualification in our 2024

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

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

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

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

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

Our independent registered public accounting firm,

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

due to our recurring losses from operations.

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

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

We may not be able to generate profitability on a quarterly

or annual basis in the future.

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

expenses exceed our expectations, our operating results will suffer.

If CardCash is not able to achieve profitability

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

be significantly delayed or threatened.

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

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

Our business plan contemplates

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

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

The principal risks to CardCash

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

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

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

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

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

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

the year ended December 31, 2024, we recorded a net loss of $18,832,080 and used cash in operating activities of $2,551,870.

31, 2024, our cash and cash equivalents balance was $3,574,876.

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.

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,

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.

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

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

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

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

reliable financial statements.

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

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

material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that

there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or

detected on a timely basis.

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

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

and (ii) prepare and review account reconciliations;

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

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

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

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

and implemented appropriately.

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

Implementation of the Company’s remediation

plans has commenced and is being overseen by the board.

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

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

Even effective internal control can provide only reasonable

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

Any failure to remediate the material weaknesses,

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

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

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

We have identified weaknesses in our internal controls, and

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

in the future.

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

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

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

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

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

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

sales and our overall liquidity.

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

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 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.

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

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

management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day

management of our business.

individuals who now constitute our management team have limited experience managing a publicly-traded company and limited experience

complying with the increasingly complex laws pertaining to public companies.

Our management team may not successfully or efficiently

manage being a public company that will be subject to significant regulatory oversight and reporting obligations under the federal securities

In particular, these new obligations will require substantial attention from our senior management and could divert their attention

away from the day-to-day management of our business, which could materially and adversely impact our business operations.

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

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

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

Thakker’s employment agreement does

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

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

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

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

The loss of the services of

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

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

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is limited trading activity in our common stock.

Although our common stock is now trading on the OTCQB Venture Market there can be no

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

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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