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Item 1A. Risk Factors

2024-04-01 compared with 2023-04-14 · 493 added, 83 removed, 141 unchanged (80% of the section changed)

You should carefully consider the risks described

below together with all of the other information included in this registration statement before making an investment decision with regard

to our securities.

The statements contained in or incorporated herein that are not historic facts are forward-looking statements that

are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking

If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed.

In that case, you may lose all or part of your investment.

In addition to other information in this registration statement and in other

filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our

business as they may have a significant impact on our business, operating results and financial condition.

If any of the following risks

actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected.

Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be

considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends

in future periods.

Risks Relating to Business and Financial Condition

Our business, operating results or financial condition could

be materially adversely affected by any of the following risks.

Risk Factors Related to the Business of the Company

Because our auditor has issued a going concern opinion regarding

our company, there is a risk associated with an investment in our company.

our company, there is an increased risk associated with an investment in our company.

We have continually operated at a loss with an accumulated deficit of $26,084,133

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We do not have any formal commitments or arrangements for the advancement or loan of funds.

has been qualified for a public offering of 10,000,000 shares of our common stock under a Form S-1.

This offering is being conducted on

a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold.

For these reasons, our

auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

As a result, there is

a risk that you could lose the entire amount of your investment in our company.

reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

there is a risk that you could lose the entire amount of your investment in our company.

Because we have a limited operating history, you may not be able

to accurately evaluate our operations.

We have had limited operations to date.

Therefore, we have a limited operating

history upon which to evaluate the merits of investing in our company.

Potential investors should be aware of the difficulties normally

encountered by new companies and the high rate of failure of such enterprises.

The likelihood of success must be considered in light of

the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake.

These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow

to operate our business and additional costs and expenses that may exceed current estimates.

We expect to continue to incur significant

losses into the foreseeable future.

We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able

to continue business operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful,

and it is doubtful that we will generate any operating revenues or ever achieve profitable operations.

If we are unsuccessful in addressing

these risks, our business will most likely fail.

We are dependent on outside financing for the continuation of our

Because we have generated limited revenues and currently operate at a loss,

we are completely dependent on the continued availability of financing in order to continue our business operations.

There can be no assurance

that financing sufficient to enable us to continue our operations will be available to us in the future.

We will need additional funds to complete further development of our business

plan to achieve a sustainable level where ongoing operations can be funded out of revenues.

We anticipate that we must raise for the next

$1,750,000 for acquisitions to fully implement our business plan to its fullest potential and achieve our growth plans.

is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

Our failure to obtain future financing or to produce levels of revenue

to meet our financial needs could result in our inability to continue as a going concern, and, as a result, our investors could lose their

entire investment.

As a growing company, we have yet to achieve a profit and may not

achieve a profit in the near future, if at all.

We have revenues but we are not profitable and may not be

in the near future, if at all.

Further, many of our competitors have a significantly larger industry presence and revenue stream but have

yet to achieve profitability.

Our ability to continue as a going concern is dependent upon raising capital from financing transactions,

increasing revenue and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can

We may be unable to achieve some, all or any of the benefits that

we expect to achieve from our plan to expand our operations.

In the future we may require additional financing for capital requirements

and growth initiatives.

Accordingly, we will depend on our ability to generate cash flows from operations and to borrow funds and issue

securities in the capital markets to maintain and expand our business.

We may need to incur debt on terms and at interest rates that may

not be as favorable.

If additional financing is not available when required or is not available on acceptable terms, we may be unable

to operate our business as planned or at all, fund our expansion, successfully promote our business, develop or enhance our products and

services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect

on our business, financial condition and results of operations

Risk Factors Related to the Business of the Company

Our telecommunications line of business is highly sensitive to declining

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increase, which may result in increased substitution on our service offerings.

Our products face intense competitive challenges, including rapid

technological changes, and pricing pressure from competitors, which could adversely affect our business.

All of our product lines are subject to significant competition from existing

and future competitors, market conditions and technological change, or a combination of them, and our sales revenues and gross margins

may suffer protracted and serious declines with the result that we would likely incur protracted losses.

Further, the barriers to entry

in several of our lines of business are not so significant that we may be facing competition from others who see significant opportunities

to enter the market and undercut our prices with products that possess superior technological attributes at prices that offer our customers

a better value.

In this instance, we could incur protracted and significant losses and persons who acquire our common stock would suffer

losses thereby.

From time to time, we may need to reduce our prices in response to competitive

and customer pressures and to maintain our market share.

Competition and customer pressures may also restrict our ability to increase

prices in response to commodity and other input cost increases.

Our results of operations will suffer if profit margins decrease, as a

result of a reduction in prices, increased input costs or other factors, and if we are unable to increase sales volumes to offset those

profit margin decreases.

We may also need to increase spending on marketing, advertising and new product innovation to protect existing

market share or increase market share.

The success of our investments is subject to risks, including uncertainties about trade and consumer

As a result, our increased expenditures may not maintain or enhance market share and could result in lower profitability.

Our operating results may fluctuate, which could have a negative

impact on our ability to grow our client base, establish sustainable revenues and succeed overall.

Our results of operations may fluctuate as a result of a number of factors,

some of which are beyond our control including but not limited to:

• general economic conditions in the geographies and industries

where we sell our services and conduct operations;

legislative policies where we sell our services and conduct operations;

• the budgetary constraints of our customers;

• the success of our strategic growth initiatives;

• costs associated with the launching or integration of new

or acquired businesses;

• timing of new product introductions by us, our suppliers

and our competitors;

product and service mix, availability, utilization and pricing;

• the mix, by state and country, of our revenues, personnel

• movements in interest rates or tax rates;

• changes in, and application of, accounting rules;

• changes in the regulations applicable to us;

• Litigation matters.

As a result of these factors, we may not succeed in our business, and we

could go out of business.

The termination of our carrier agreements or our inability to enter

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substantially reduced.

While our most significant customers, from a revenue perspective, vary from quarter to quarter, our twelve largest

While our most significant customers, from a revenue perspective, vary from quarter to quarter, our 12 largest

customers (2.6% of our total customer base) collectively accounted for 89% of total consolidated revenues in fiscal year 2023.

this concentration of revenues does not increase our exposure to non-payment by our larger customers, since 57% of our revenue is prepaid.

we are somewhat insulated from nonpayment because 52% of our revenue is prepaid, this concentration of revenues increases our exposure

to non-payments and we may experience significant write-offs if any of our large customers fail to pay their outstanding balances, which

could adversely affect our revenues and profitability.

We may fail to successfully integrate our acquisitions or otherwise

be unable to benefit from pursuing acquisitions.

We believe there are meaningful opportunities to grow through acquisitions

and joint ventures across all product and service categories and we expect to continue a strategy of selectively identifying and acquiring

businesses with complementary products and services.

We may be unable to identify, negotiate, and complete suitable acquisition opportunities

on reasonable terms.

There can be no assurance that any business acquired by us will be successfully integrated with our operations or

prove to be profitable to us.

We may incur future liabilities related to acquisitions.

Should any of the following problems, or others,

occur as a result of our acquisition strategy, the impact could be material:

• difficulties integrating personnel from acquired entities

and other corporate cultures into our business;

• difficulties integrating information systems;

• the potential loss of key employees of acquired companies;

• the assumption of liabilities and exposure to undisclosed

or unknown liabilities of acquired companies;

• the diversion of management attention from existing operations.

Natural disasters, terrorist acts, acts of war, pandemics, cyber-attacks

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our ability to manage various risks and difficulties, including, but not limited to:

our ability to effectively staff, provide technical

support and manage operations in multiple countries;

• our ability to effectively staff, provide technical support

and manage operations in multiple countries;

• fluctuations in currency exchange rates;

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located outside of the U.S.;

trade restrictions, political instability, disruptions

in financial markets, and deterioration of economic conditions;

• trade restrictions, political instability, disruptions in

financial markets, and deterioration of economic conditions;

• compliance with the U.S.

Foreign Corrupt Practices

Act, and other anti-bribery laws and regulations;

Foreign Corrupt Practices Act,

and other anti-bribery laws and regulations;

• variations and changes in laws applicable to our operations

in different jurisdictions, including enforceability of intellectual property and contract rights;

compliance with export regulations, tariffs and other

regulatory barriers.

• compliance with export regulations, tariffs and other regulatory

If we are unable to successfully manage growth,

our operations could be adversely affected.

Our progress is expected to require the full utilization of our management,

financial and other resources, which to date has occurred with limited working capital.

Our ability to manage growth effectively will

depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train

and manage sales personnel.

There can be no absolute assurance that management will be able to manage growth effectively.

If we do not properly manage the growth of our business, we may experience

significant strains on our management and operations and disruptions in our business.

Various risks arise when companies and industries

grow quickly.

If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could

be challenged.

We may also experience development delays as we seek to meet increased demand for our products.

Our failure to properly

manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly,

could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential

Risks Related to Legal Uncertainty

We may be subject to securities litigation,

which is expensive and could divert management attention.

In the past, companies that have experienced volatility in the market price

of their stock have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously

hurt our business.

Any adverse determination in litigation could also subject us to significant liabilities.

We may be subject to tax and regulatory audits

which could subject us to liabilities.

We are subject to tax and regulatory audits which could result in the imposition

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in the imposition of liabilities, interest and penalties if our positions are not accepted by the auditing entity.

We may be unable to achieve some, all or any of the benefits that

we expect to achieve from our plan to expand our operations.

In the future we may require additional financing for capital requirements

and growth initiatives.

Accordingly, we will depend on our ability to generate cash flows from operations and to borrow funds and issue

securities in the capital markets to maintain and expand our business.

We may need to incur debt on terms and at interest rates that may

not be as favorable.

If additional financing is not available when required or is not available on acceptable terms, we may be unable

to operate our business as planned or at all, fund our expansion, successfully promote our business, develop or enhance our products and

services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect

on our business, financial condition and results of operations

Our global operations subject us to many different and complex laws

and rules, and we may face difficulty in compliance.

Due to our global operations, we are subject to many laws governing international

relations (including but not limited to the Foreign Corrupt Practices Act, the U.S.

Export Administration Act the EU General Data Protection

Regulation, and the U.K.

Modern Anti-Slavery Act);

which prohibit improper payments to government officials and restrict where and how

we can do business, what information or products we can supply to certain countries, what personal information we can transfer, and what

information we can provide to a non-U.S.

Although we have procedures and policies in place that should mitigate the risk of

violations of these laws, there is no guarantee that they will be sufficiently effective.

If, and when we acquire new businesses, we may

not be able to ensure that the pre-existing controls and procedures meant to prevent violations of the rules and laws were effective,

and we may not be able to implement effective controls and procedures to prevent violations quickly enough when integrating newly acquired

Acquisitions of new businesses in new non-U.S.

jurisdictions may also subject us to new regulations and laws, and we may face

difficulties ensuring compliance with these new requirements.

Changes in regulations or user concerns regarding privacy and protection

of user data, or any failure to comply with such laws, could adversely affect our business.

Federal, state, and international laws and regulations govern the collection,

use, retention, disclosure, sharing and security of data that we receive from and about our users.

The use of consumer data by online

service providers is a topic of active interest among federal, state, and international regulatory bodies, and the regulatory environment

is unsettled.

Many states have passed laws requiring notification to users where there is a security breach for personal data, such as

California’s Information Practices Act.

We face similar risks in international markets where our products and services are offered.

Any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any applicable

federal, state, or international privacy, data-retention or data-protection-related laws, regulations, orders or industry self-regulatory

principles could result in proceedings or actions against us by governmental entities or others, a loss of user confidence, damage to

our business and brand, and a loss of users, which could potentially have an adverse effect on our business.

In addition, various federal, state and foreign legislative or regulatory

bodies may enact new or additional laws and regulations concerning privacy, data retention, data transfer and data protection issues,

including laws or regulations mandating disclosure to domestic or international law enforcement bodies, which could adversely impact our

business, our brand or our reputation with users.

For example, some countries are considering or have enacted laws mandating that user

data regarding users in their country be maintained in their country.

In addition, there currently is a data protection regulation applicable

to member states of the European Union that includes operational and compliance requirements that are different than those currently in

place and that also includes significant penalties for non-compliance.

The interpretation and application of privacy, data protection, data transfer

and data retention laws and regulations are often uncertain and in flux in the United States and internationally.

These laws may be interpreted

and applied inconsistently from country to country and inconsistently with our current policies and practices, complicating long-range

business planning decisions.

If privacy, data protection, data transfer or data retention laws are interpreted and applied in a manner

that is inconsistent with our current policies and practices, we may be fined or ordered to change our business practices in a manner

that adversely impacts our operating results.

Complying with these varying international requirements could cause us to incur substantial

costs or require us to change our business practices in a manner adverse to our business and operating results.

We may be subject to legal liability associated with providing online

services or content.

We host and provide a wide variety of services and technology products

that enable and encourage individuals and businesses to exchange information;

upload or otherwise generate photos, videos, text, and other

advertise products and services;

conduct business;

and engage in various online activities both domestically and internationally.

The law relating to the liability of providers of online services and products for activities of their users is currently unsettled both

within the United States and internationally.

We may be subject to domestic or international actions alleging that certain content we

have generated or third-party content that we have made available within our services violates laws in domestic and international jurisdictions.

It is also possible that if any information provided directly by us contains

errors or is otherwise wrongfully provided to users, third parties could make claims against us.

For example, we offer web-based e-mail

services, which expose us to potential risks, such as liabilities or claims, by our users and third parties, resulting from unsolicited

e-mail, lost or misdirected messages, illegal or fraudulent use of e-mail, alleged violations of policies, property interests, or privacy

protections, including civil or criminal laws, or interruptions or delays in e-mail service.

We may also face purported consumer class

actions or state actions relating to our online services, including our fee-based services.

In addition, our customers, third parties,

or government entities may assert claims or actions against us if our online services or technologies are used to spread or facilitate

malicious or harmful code or applications.

Investigating and defending these types of claims are expensive, even if

the claims are without merit or do not ultimately result in liability, and could subject us to significant monetary liability or cause

a change in business practices that could negatively impact our ability to compete.

Provisions in the Nevada Revised Statutes and our Bylaws could make

it very difficult for an investor to bring any legal actions against our directors or officers for violations of their fiduciary duties

or could require us to pay any amounts incurred by our directors or officers in any such actions.

Members of our board of directors and our officers will have no liability

for breaches of their fiduciary duty of care as a director or officer, except in limited circumstances, pursuant to provisions in the

Nevada Revised Statutes and our Bylaws as authorized by the Nevada Revised Statutes.

Specifically, Section 78.138 of the Nevada Revised

Statutes provides that a director or officer is not individually liable to the company or its stockholders or creditors for any damages

as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (1) the director’s

or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (2) his or her

breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

This provision is intended to afford directors

and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of

the duty of care by a director or officer.

Accordingly, you may be unable to prevail in a legal action against our directors or officers

even if they have breached their fiduciary duty of care.

In addition, our Bylaws allow us to indemnify our directors and officers from

and against any and all costs, charges and expenses resulting from their acting in such capacities with us.

This means that if you were

able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses they incurred

in defending the lawsuit and any judgment or settlement they otherwise would be required to pay.

Accordingly, our indemnification obligations

could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows,

and adversely affect prevailing market prices for our common stock.

Nevada law and certain anti-takeover provisions of our corporate

documents could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit

our shareholders.

Certain provisions of Nevada law may have an anti-takeover effect and may

delay or prevent a tender offer or other acquisition transaction that a shareholder might consider to be in his or her best interest.

The summary of the provisions of Nevada law set forth below does not purport to be complete and is qualified in its entirety by reference

to Nevada law.

The issuance of shares of preferred stock, the issuance of rights to purchase

such shares, and the imposition of certain other adverse effects on any party contemplating a takeover could be used to discourage an

unsolicited acquisition proposal.

For instance, the issuance of a series of preferred stock might impede a business combination by including

class voting rights that would enable a holder to block such a transaction.

In addition, under certain circumstances, the issuance of

preferred stock could adversely affect the voting power of holders of our common stock.

Under Nevada law, a director, in determining what he reasonably believes

to be in or not opposed to the best interests of the corporation, does not need to consider only the interests of the corporation’s

shareholders in any takeover matter but may also, in his discretion, may consider any of the following:

(i) The interests of the corporation’s employees, suppliers, creditors and customers;

(ii) The economy of the state and nation;

(iii) The impact of any action upon the communities in or near which the corporation’s facilities or

operations are located;

(iv) The long-term interests of the corporation and its shareholders, including the possibility that those

interests may be best served by the continued independence of the corporation;

(v) Any other factors relevant to promoting or preserving public or community interests.

Because our board of directors is not required to make any determination

on matters affecting potential takeovers solely based on its judgment as to the best interests of our shareholders, our board could act

in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe

to be in their best interests or in which such shareholders might receive a premium for their stock over the then market price of such

Our board presently does not intend to seek shareholder approval prior to the issuance of currently authorized stock, unless otherwise

required by law or applicable stock exchange rules.

We are no longer an “emerging growth company” and therefore

no longer eligible for reduced reporting requirements applicable to emerging growth companies.

It has been twelve years since our first registered sale of common stock

in 2012, so we are no longer eligible for the reduced disclosure requirements applicable to “emerging growth companies.”

Emerging growth companies may take advantage of exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We are also a smaller reporting company, and we will remain a smaller reporting

company until the fiscal year following the determination that our voting and non-voting common shares held by non-affiliates is more

than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are more than $100 million during

the most recently completed fiscal year and our voting and non-voting common shares held by non-affiliates is more than $700 million measured

on the last business day of our second fiscal quarter.

Similar to emerging growth companies, smaller reporting companies are able to provide

simplified executive compensation disclosure, are exempt from the auditor attestation requirements of Section 404, and have certain other

reduced disclosure obligations, including, among other things, being required to provide only two years of audited financial statements

and not being required to provide selected financial data, supplemental financial information or risk factors.

Since we are no longer eligible for emerging growth company status, we

will be subject to the reporting obligations of a smaller reporting company and, if we continue grow, we may be subject to increased reporting

requirements applicable to accelerated filers, which are more onerous than those applicable to smaller reporting companies.

As a smaller reporting company and will be exempt from certain disclosure

requirements, which could make our Common Stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company”

as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller

reporting company and that:

a public float of less than $250 million as of the last business day of our most recently

completed second fiscal quarter, computed by multiplying the aggregate worldwide number of

shares of our voting and non-voting common equity held by non-affiliates by the price at

which the common equity was last sold, or the average of the bid and asked prices of common

equity, in the principal market for the common equity;

the case of an initial registration statement under the Securities Act, or the Exchange Act,

for shares of our common equity, had a public float of less than $250 million as of a date

within 30 days of the date of the filing of the registration statement, computed by multiplying

the aggregate worldwide number of such shares held by non-affiliates before the registration

plus, in the case of a Securities Act registration statement, the number of such shares included

in the registration statement by the estimated public offering price of the shares;

the case of an issuer whose public float as calculated under paragraph (1) or (2) of this

definition was zero, had annual revenues of less than $100 million during the most recently

completed fiscal year for which audited financial statements are available.

As a smaller reporting company, we will not be required and may not include

a Compensation Discussion and Analysis section in our proxy statements;

we will provide only two years of financial statements;

need not provide the table of selected financial data.

We also will have other “scaled” disclosure requirements that are less

comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors,

which could make it more difficult for our stockholders to sell their shares.

If we fail to maintain an effective system of internal control over

financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows,

which may adversely affect investor confidence in us and, as a result, the value of our common shares.

We are required, under Section 404 of the Sarbanes-Oxley Act, to furnish

a report by management on, among other things, the effectiveness of our internal control over financial reporting.

This assessment includes

disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

A material weakness

is a deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility

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

of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness

of our internal control over financial reporting.

However, for as long as we remain a smaller reporting company, we intend to take advantage

of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement.

Our compliance with Section 404 will require that we incur substantial

accounting expense and expend significant management efforts.

We may not be able to complete our evaluation, testing and any required

remediation in a timely fashion.

During the evaluation and testing process, if we identify one or more material weaknesses in our internal

control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

Our management identified the following material weaknesses in our internal

control over financial reporting, which are indicative of many small companies with small staff:

(i) inadequate segregation of duties

and effective risk assessment;

and (ii) insufficient written policies and procedures for accounting and financial reporting with respect

to the requirements and application of both US GAAP and SEC guidelines.

We cannot assure you that there will not be material weaknesses or significant

deficiencies in our internal control over financial reporting in the future.

Any failure to maintain internal control over financial reporting

could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows.

This may expose

us, including individual executives, to potential liability which could significantly affect our business.

If we are unable to conclude

that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we

have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins its audits of

internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports,

the market price of our common shares could decline, and we could be subject to sanctions or investigations by FINRA, the SEC, or other

regulatory authorities.

Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain

other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our disclosure controls and procedures may not prevent or detect

all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure

that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934 is accumulated

and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms

We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people or by an unauthorized override of the controls.

Accordingly, because of the inherent

limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

Deficiencies in disclosure controls and procedures and internal control

over financial reporting could result in a material misstatement in our financial statements.

We could be adversely affected if there are deficiencies in our disclosure

controls and procedures or in our internal controls over financial reporting.

The design and effectiveness of our disclosure controls

and procedures and our internal controls over financial reporting may not prevent all errors, misstatements or misrepresentations.

with other entities in similar stages of development, we have a limited number of employees currently in the accounting group, limiting

our ability to provide for segregation of duties and secondary review.

A lack of resources in the accounting group could lead to material

misstatements resulting from undetected errors occurring from an individual performing primarily all areas of accounting with limited

secondary review.

Deficiencies in internal controls over financial reporting which may occur could result in material misstatements of

our results of operations, restatements of financial statements, other required remediations, a decline in the price of our common shares,

or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

Risks Relating to Our Securities

We have the right to issue additional common stock and preferred

stock without consent of stockholders.

This would have the effect of diluting investors’ ownership and could decrease the value

of their investment.

We have additional authorized, but unissued shares of our common stock

that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders’ percentage

ownership of our company.

In addition, our certificate of incorporation authorizes the issuance of

shares of preferred stock and/or the conversion of existing outstanding preferred stock into common stock, the rights, preferences, designations

and limitations of which may be set by the Board of Directors.

Our certificate of incorporation has authorized issuance of up 300,000,000

shares of common stock and up to 1,200,000 shares of preferred stock in the discretion of our Board.

The shares of authorized but unissued preferred stock may be issued upon

Board of Directors approval;

no further stockholder action is required.

If issued, the rights, preferences, designations and limitations

of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock.

Such terms could

include, among others, preferences as to dividends and distributions on liquidation.

Our largest shareholders, officers and directors and related parties,

Leandro Iglesias and Alvaro Cardona, have substantial control over us and our policies as a result of their holdings in Series A Preferred

Stock, and will be able to influence all corporate matters, which might not be in other shareholders’ interests.

There were 10,000 shares of Series A Preferred Stock outstanding as of

the date of this Annual Report, with Mr.

Iglesias holding 7,000 shares and Mr.

Cardona the other 3,000 shares.

There were 176,329,933

shares of our common stock issued and outstanding as of the date of this Annual report, with Mr.

Iglesias holding 542,932 shares and Mr.

Cardona holding 1,121,842 shares, which together accounts for just over 0.9% of our outstanding common stock.

Holders of Series A Preferred

Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 51% of

the total vote of shareholders, including the election of directors.

Our common stock is entitled to one vote per share on all matters

submitted to a vote of the stockholders, including the election of directors.

By virtue of their ownership of Series A Preferred Stock

and common stock, they are able to vote at a rate of approximately 51.47% of the total vote of shareholders.

They are therefore able to

exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval

of significant corporate transactions, and any change of control of our company.

They could prevent transactions, which would be in the

best interests of the other shareholders.

Their interests may not necessarily be in the best interests of the shareholders in general.

We do not expect to pay dividends in the foreseeable future.

return on investment may be limited to the value of our common stock.

We do not anticipate paying cash dividends on our common stock in the foreseeable

The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors

affecting it at such time as the board of directors may consider relevant.

If we do not pay dividends, our common stock may be less valuable

because a return on your investment will occur only if our stock price appreciates.

Risks Related to the Market for our Securities

If a market for our common stock does not develop, stockholders may

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an active trading market, there can be no assurance that it will be sustained.

Our securities are very thinly traded.

Accordingly, it may be difficult

to sell shares of our common stock without significantly depressing the value of the stock.

Unless we are successful in developing continued

investor interest in our stock, sales of our stock could continue to result in major fluctuations in the price of the stock.

The market price of our common stock is likely to be highly volatile

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increase the difficulty Purchasers may experience in attempting to liquidate such securities.

We do not expect to pay dividends in the foreseeable future.

Any return on investment may be limited to the value of our common stock.