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Item 1A. Risk Factors

2025-03-31 compared with 2024-04-01 · 681 added, 605 removed, 29 unchanged (98% 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.

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 statements.

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

Because our auditor has issued a going concern opinion regarding

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

as of December 31, 2023.

We have not attained profitable operations and even though the company maintains a cash position very close to

one third year's operating expenses, we dependent upon obtaining financing or generating revenue from operations to continue operations

for the next twelve months.

Our future is dependent upon our ability to obtain financing or upon future profitable operations.

the right to seek additional funds through private placements of our common stock and/or through debt financing.

Our ability to raise

additional financing is unknown.

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

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

prices, which may adversely affect our revenues and margins.

The telecommunications industry is characterized by intense price competition,

which has resulted in declines in both our average per-minute price realizations and our average per-minute termination costs.

A reduction of our prices to compete with any other offers in the market

will not always guarantee an increase in the traffic, which may result in a reduction of revenue.

If these trends in pricing continue

or accelerate, it could have a material adverse effect on the revenues generated by our telecommunications businesses and/or our gross

The continued growth of Over-The-Top calling and messaging services, such as WhatsApp, Skype and Viber have adversely affected

the use of traditional phone communications.

We expect this IP-based service, which offers voice communications for free to continue to

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;

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

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.

Relating to Business and Financial Condition

our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our

We have continually operated at a loss with an accumulated deficit of $32,703,410 as of December 31, 2024.

We have not attained profitable

operations and even though the company maintains a cash position very close to one third year's operating expenses, we are dependent upon

obtaining financing or generating revenue from operations to continue operations for the next twelve months.

Our future is dependent upon

our ability to obtain financing or upon future profitable operations.

We reserve the right to seek additional funds through private placements

of our common stock and/or through debt financing.

Our ability to raise additional financing is unknown.

Aside from cash exercises as

set forth under an outstanding option that expires on July 14, 2025, we do not have any formal commitments or arrangements for the advancement

or loan of funds.

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.

we have a limited operating history, you may not be able to accurately evaluate our operations.

have had limited operations to date.

Therefore, we have a limited operating history upon which to evaluate the merits of investing in

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.

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.

are dependent on outside financing for the continuation of our operations.

we currently operate at a loss, we are completely dependent on the continued availability of financing in order to continue our business

There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the

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.

There is no assurance that any additional financing will be available or if available, on terms that will

be acceptable to us.

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.

may be unable to achieve some, all or any of the benefits that we expect to achieve from our plan to expand our operations.

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.

a growing company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

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 be assured.

Factors Related to Our International Operations

operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can adversely

affect our business, results of operations and financial condition.

deterioration in economic conditions and related drivers of global uncertainty and change, such as reduced business activity, high unemployment,

rising interest rates, housing prices, and energy prices (including the price of gasoline), increased consumer indebtedness, lack of

available credit, the rate of inflation, and perceptions of the economy, as well as other factors, such as terrorist attacks, protests,

looting, and other forms of civil unrest, cyber-attacks and data breaches, public health emergencies (such as the COVID-19 pandemic and

other epidemics), extreme weather conditions and climate change, significant changes in the political environment, political instability,

armed conflict (such as the ongoing military conflict between Ukraine and Russia and the emerging military conflict in Israel and Gaza)

and/or public policy, including increased state, local or federal taxation, could adversely affect our operating results and financial

public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially

adversely affect, us due to their impact on the global economy and demand for our regenerative products;

the imposition of protective

public safety measures, such as shutdowns and restrictive health mandates;

and disruptions in our operations, supply chain and sales

and distribution channels, resulting in interruptions to our business and the supply of current products and offering of existing services,

and delays in production ramps of new products and development of new services.

addition to an adverse impact on demand for our regenerative products and services, uncertainty about, or a decline in, global or regional

economic conditions can have a significant impact on our suppliers, contract manufacturers, logistics providers, distributors, and other

channel partners, and developers.

Potential outcomes include financial instability;

inability to obtain credit to finance business operations;

and insolvency.

a result, our operating results may be impacted by the health of the global economy.

Volatility and disruption in global capital and

credit markets may lead to slowdowns or declines in client spending which could adversely affect our business and financial performance.

Our business and financial performance, including new business bookings and collection of our accounts receivable, may be adversely affected

by current and future economic conditions (including a reduction in the availability of credit, higher energy costs, rising interest

rates, financial market volatility and lower than expected economic growth) that cause a slowdown or decline in client spending.

purchases by our clients or changes in payment terms could adversely affect our revenue growth and cause a decrease in our cash flow

from operations.

Bankruptcies or similar events affecting clients may cause us to incur bad debt expenses at levels higher than historically

Further, volatility and disruption in global financial markets may also limit our ability to access the capital markets

at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and

business conditions.

Accordingly, if global financial and economic volatility continues or worsens, our business, results of operations

and financial condition could be materially and adversely affected.

economic conditions can also lead to increased credit and collectability risk on our trade receivables;

the failure of derivative counterparties

and other financial institutions;

limitations on our ability to issue new debt;

reduced liquidity;

and declines in the fair values of

our financial instruments.

These and other impacts can materially adversely affect our business, results of operations, financial condition

and stock price.

have some revenue derived from customers outside of the United States, and we may lose revenues and market share due to exchange rate

fluctuations and political and economic changes related to foreign business.

of our revenue comes from customers outside of the United States.

Any company conducting foreign business is always subject to economic,

political and regulatory uncertainties and risks that are unique to each area of the world.

Fluctuations in exchange rates may also affect

the prices that foreign customers are willing to pay and may put us at a price disadvantage compared to other competitors.

volatile shifts in exchange rates may negatively affect our financial position and results.

operate a global business that exposes us to currency, economic and regulatory risks.

revenue comes primarily from sales outside the U.S.

and our growth strategy is largely focused on emerging markets.

Our success delivering

solutions and competing in international markets is subject to our ability to manage various risks and difficulties, including, but not

our ability to effectively staff, provide technical support and manage operations in multiple countries;

fluctuations in currency exchange rates;

timely collecting of accounts receivable from customers located outside of the U.S.;

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;

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.

global operations subject us to many different and complex laws and rules, and we may face difficulty in compliance.

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);

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 businesses.

Acquisitions of new businesses in new

jurisdictions may also subject us to new regulations and laws, and we may face difficulties ensuring compliance with these new

requirements.

challenges include:

(1) compliance with complex and changing laws, regulations and policies of governments that may impact our operations,

such as foreign ownership restrictions, import and export controls, tariffs, and trade restrictions;

(2) compliance with U.S.

laws that affect the activities of companies abroad, such as anti-corruption laws, competition laws, currency regulations, and laws affecting

dealings with certain nations;

(3) the difficulties involved in managing an organization doing business in many different countries;

(4) rapid changes in government policy, acts of terrorism, or the threat of international boycotts or U.S.

anti-boycott legislation;

and (5) currency exchange rate fluctuations.

Factors Related to the Business of the Company

telecommunications line of business is highly sensitive to declining prices, which may adversely affect our revenues and margins.

telecommunications industry is characterized by intense price competition, which has resulted in declines in both our average per-minute

price realizations and our average per-minute termination costs.

reduction in our prices to compete with any other offers in the market will not always guarantee an increase in traffic, which may result

in a reduction of revenue.

If these trends in pricing continue or accelerate, it could have a material adverse effect on the revenues

generated by our telecommunications businesses and/or our gross margins.

The continued growth of Over-The-Top calling and messaging services,

such as WhatsApp, Skype and Viber have adversely affected the use of traditional phone communications.

We expect this IP-based service,

which offers voice communications for free to continue to increase, which may result in increased substitution on our service offerings.

products face intense competitive challenges, including rapid technological changes, and pricing pressure from competitors, which could

adversely affect our business.

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 people who acquire our common stock would suffer losses thereby.

time to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share.

and customer pressures may also restrict our ability to increase prices in response to commodity and other input cost increases.

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 acceptance.

As a result, our increased expenditures may not maintain or enhance

market share and could result in lower profitability.

operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues

and succeed overall.

results of operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited

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;

1 unchanged sentence

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

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

the mix, by state and country, of our revenues, personnel and assets;

movements in interest rates or tax rates;

2 unchanged sentences

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

into new carrier agreements in the future could materially and adversely affect our ability to compete, which could reduce our revenues

We rely upon our carrier agreements in order to provide our telecommunications

services to our customers.

These carrier agreements are, in most cases for finite terms and, therefore, there can be no guarantee that

these agreements will be renewed at all or on favorable terms to us.

Our ability to compete would be adversely affected if our carrier

agreements were terminated or we were unable to enter into carrier agreements in the future to provide our telecommunications services

to our customers, which could result in a reduction of our revenues and profits.

Our customers could experience financial difficulties, which could

adversely affect our revenues and profitability if we experience difficulties in collecting our receivables.

As a provider of international long-distance services, we depend upon sales

of transmission and termination of traffic to other long-distance providers and the collection of receivables from these customers.

wholesale telecommunications market continues to feature many smaller, less financially stable companies.

If weakness in the telecommunications

industry or the global economy reduces our ability to collect our accounts receivable from our major customers our profitability may be

substantially reduced.

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.

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

or other breaches of network or information technology security may cause equipment failures or disrupt our operations.

Our inability to operate our telecommunications networks because of the

events listed above, even for a limited period, may result in loss of revenue, significant expenses, which could have a material adverse

effect on our results of operations and financial condition.

We could be harmed by network disruptions, security breaches, or other

significant disruptions or failures of our IT infrastructure and related systems.

To be successful, we need to continue to have available

a high capacity, reliable and secure network for our and our customers’ use.

As any other company, we face the risk of a security

breach, whether through cyber-attacks, malware, computer viruses, sabotage, or other significant disruption of our IT infrastructure and

a result of these factors, we may not succeed in our business, and we could go out of business.

termination of our carrier agreements or our inability to enter into new carrier agreements in the future could materially and adversely

affect our ability to compete, which could reduce our revenues and profits.

rely upon our carrier agreements to provide our telecommunications services to our customers.

These carrier agreements are, in most cases

for finite terms and, therefore, there can be no guarantee that these agreements will be renewed at all or on favorable terms to us.

Our ability to compete would be adversely affected if our carrier agreements were terminated or we were unable to enter into carrier

agreements in the future to provide our telecommunications services to our customers, which could result in a reduction of our revenues

customers could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties

in collecting our receivables.

a provider of international long-distance services, we depend upon sales of transmission and termination of traffic to other long-distance

providers and the collection of receivables from these customers.

The wholesale telecommunications market continues to feature many smaller,

less financially stable companies.

If weakness in the telecommunications industry or the global economy reduces our ability to collect

our accounts receivable from our major customers our profitability may be substantially reduced.

While our most significant customers,

from a revenue perspective, vary from quarter to quarter, our 27 largest customers (4.5% of our total customer base) collectively accounted

for 89% of total consolidated revenues in fiscal year 2024.

Although we are somewhat insulated from nonpayment because 33% of our revenue

is prepaid, this concentration of revenue 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.

may fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions.

intend to make acquisitions of complementary (including competitive) businesses, products and technologies.

However, any future acquisitions

may result in material transaction costs, increased interest and amortization expenses related to goodwill and other intangible assets,

increased depreciation expenses and increased operating expenses, any of which could have an adverse effect on our operating results

and financial position.

Acquisitions will require integration of acquired assets and management into our operations to realize economies

of scale and control costs.

Acquisitions may involve other risks, including diversion of management attention that would otherwise be

available for ongoing internal development of our business and risks inherent in entering markets in which we have no or limited prior

In connection with future acquisitions, we may make potentially dilutive issuances of equity securities.

In addition, consummation

of acquisitions may subject us to unanticipated business uncertainties, contingent liabilities or legal matters relating to those acquired

businesses for which the sellers of the acquired businesses may not fully indemnify us.

There can be no assurance that our business will

grow through acquisitions, as anticipated.

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.

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:

diversion of management time and focus from operating our business;

use of resources that are needed in other areas of our business;

in the case of an acquisition, implementation or remediation of controls, procedures and policies of the acquired company;

in the case of an acquisition, difficulty integrating the accounting systems and operations of the acquired company;

in the case of an acquisition, coordination of product, engineering and selling and marketing functions, including difficulties and additional expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company and difficulty converting the customers of the acquired company onto our systems, platforms and contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company;

in the case of an acquisition, difficulty integrating, supporting or enhancing acquired product lines or services, including difficulty in transitioning acquired solutions developed with different source code architectures to our integrated platforms, difficulty in supporting feature development across our full suite of house-built and acquired solutions and strain on resources from marketing and supporting multiple platforms prior to integration;

in the case of an acquisition, retention and integration of employees from the acquired company, and preservation of our corporate culture;

in the case of an acquisition, reliance on certain existing executive teams of acquired companies in new industries;

in the case of an acquisition or divestiture, difficulty delivering on our product strategy, including building a platform that enables us to drive value across our full ecosystem of merchants, suppliers and consumers;

unforeseen costs or liabilities;

adverse effects to our existing business relationships with partners and customers as a result of the acquisition, investment or divestiture;

the possibility of adverse tax consequences;

in the case of an acquisition or divestiture, we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all;

fluctuations in the value of our investments, impairment to the value of our investments, or the failure to realize a return on such investments;

regulatory risks, litigation or other claims inherited from or arising in connection with the acquired company, investment or divestiture;

in the case of a divestiture, unforeseen loss of institutional knowledge, resources, know-how, or other assets;

in the case of a divestiture, potential contractual obligations may trigger, such as change of control obligations, which may negatively impact our ability to execute on such divestiture, our business, our financial condition, or our operating results;

in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries.

We may not be able to identify acquisition or investment opportunities that meet our strategic objectives, or to the extent that such opportunities are identified, we may not be able to negotiate terms with respect to the acquisition or investment that are acceptable to us.

In addition, the acquisitions and investments that we consummate may fail to achieve our strategic objectives, in which case we may shut down, divest, or otherwise exit the acquired business or investment, which could harm our reputation and adversely affect our financial position and results of operations.

disasters, terrorist acts, acts of war, pandemics, cyber-attacks or other breaches of network or information technology security may

cause equipment failures or disrupt our operations.

inability to operate our telecommunications networks because of the events listed above, even for a limited period, may result in loss

of revenue, significant expenses, which could have a material adverse effect on our results of operations and financial condition.

could be harmed by network disruptions, security breaches, or other significant disruptions or failures of our IT infrastructure and

related systems.

There is a risk of a security breach or disruption of the systems we operate, including possible unauthorized access

to our proprietary or classified information.

We are also subject to breaches of our network resulting in unauthorized utilization of

our services, which subject us to the costs of providing those services, which are likely not recoverable.

The secure maintenance and

transmission of our information is a critical element of our operations.

Our information technology and other systems that maintain and

transmit customer information may be compromised by a malicious third-party penetration of our network security, or impacted by advertent

or inadvertent actions or inactions by our employees, or those of a third-party service provider or business partner.

As a result, our

or our customers’ information may be lost, disclosed, accessed or taken without the customers’ consent, or our services may

be used without payment.

Although we make significant efforts to maintain the security and integrity

of these types of information and systems, there can be no assurance that our security efforts and measures will be effective or that

attempted security breaches or disruptions would not be successful or damaging, especially in light of the growing sophistication of cyber-attacks

and intrusions.

We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers

or other preventative measures.

Certain of our business units have been the subject of attempted and successful cyber-attacks in the past.

We have researched the situations and do not believe any material internal or customer information has been compromised.

We operate a global business that exposes us to currency, economic

and regulatory risks.

Our revenue comes primarily from sales outside the U.S.

and our growth

strategy is largely focused on emerging markets.

Our success delivering solutions and competing in international markets is subject to

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;

• fluctuations in currency exchange rates;

• timely collecting of accounts receivable from customers

located outside of the U.S.;

• 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;

• 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

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.

To be successful, we need to continue to have available a high capacity, reliable and secure network for our and our

customers’ use.

As any other company, we face the risk of a security breach, whether through cyber-attacks, malware, computer viruses,

sabotage, or other significant disruption of our IT infrastructure and related systems.

There is a risk of a security breach or disruption

of the systems we operate, including possible unauthorized access to our proprietary or classified information.

We are also subject to

breaches of our network resulting in unauthorized utilization of our services, which subject us to the costs of providing those services,

which are likely not recoverable.

The secure maintenance and transmission of our information is a critical element of our operations.

Our information technology and other systems that maintain and transmit customer information may be compromised by a malicious third-party

penetration of our network security, or impacted by advertent or inadvertent actions or inactions by our employees, or those of a third-party

service provider or business partner.

As a result, our or our customers’ information may be lost, disclosed, accessed or taken

without the customers’ consent, or our services may be used without payment.

we make significant efforts to maintain the security and integrity of these types of information and systems, there can be no assurance

that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or

damaging, especially in light of the growing sophistication of cyber-attacks and intrusions.

We may be unable to anticipate all potential

types of attacks or intrusions or to implement adequate security barriers or other preventative measures.

Certain of our business units

have been the subject of attempted and successful cyber-attacks in the past.

We have researched the situations and do not believe any

material internal or customer information has been compromised.

we are unable to successfully manage growth, our operations could be adversely affected.

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.

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 customers.

Related to Legal Uncertainty

may be subject to securities litigation, which is expensive and could divert management attention.

the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action

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

of liabilities that may or may not have been reserved.

We are subject to audits by taxing and regulatory authorities with respect to certain

of our income and operations.

These audits can cover periods for several years prior to the date the audit is undertaken and could result

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

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

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.

may be subject to tax and regulatory audits which could subject us to liabilities.

are subject to tax and regulatory audits which could result in the imposition of liabilities that may or may not have been reserved.

We are subject to audits by taxing and regulatory authorities with respect to certain of our income and operations.

These audits can

cover periods for several years prior to the date the audit is undertaken and could result in the imposition of liabilities, interest

and penalties if our positions are not accepted by the auditing entity.

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.

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.

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.

some countries are considering or have enacted laws mandating that user data regarding users in their country be maintained in their

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.

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.

may be subject to legal liability associated with providing online services or content.

host and provide a wide variety of services and technology products that enable and encourage individuals and businesses to exchange

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

advertise products and services;

1 unchanged sentence

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;

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.

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.

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, 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

breaches, denial of service attacks, or other hacking and phishing attacks on our systems or other security breaches, including internal

security failures, could harm our reputation or subject us to significant liability, and adversely affect our business and financial

a critical infrastructure service provider, we transmit large amounts of data over our systems, and process and store highly sensitive

customer data.

Consequently we, our third-party service providers, and our customers operate in an industry that is prone to cyber-attacks.

Despite our efforts to prevent these events, some of these attacks could result in a material adverse impact to our operations due to

distributed denial of service attacks, ransomware attacks, malware, virus, credential harvesting, man-in-the-middle attacks, or social

engineering attacks.

We do not believe these incidents are likely to have a material adverse impact on our ability to serve our customers

or our business, operations or financial results.

Cyber-attacks

on our systems may stem from a variety of sources and take many forms.

Cyber-attacks can put at risk personally identifiable information,

customer data or protected information, thereby implicating stringent domestic and foreign data protection laws.

These threats may also

arise from failure or intrusions of systems owned, operated or controlled by other unaffiliated third-party operators, upon whom we are

materially reliant to operate our business.

Various other factors could intensify these risks, including, (i) our maintenance of information

in digital form stored on servers connected to the Internet, (ii) our use of open- and software-defined networks, (iii) the challenges

of operating and maintaining our complex multi-continent network composed of legacy and acquired properties, which is more difficult

to safeguard than newer fully-integrated networks, (iv) growth in the size and sophistication of our customers and their service requirements,

(v) increased use of our network due to greater demand for data services, (vi) the large number of our employees working from remote

locations, (vii) our IT support agreements with purchasers of businesses we have divested over the past few years and (viii) as further

discussed below, the difficulty of defending against increasingly sophisticated attacks.

Cyber-attacks

could (i) disrupt the proper functioning of our networks and systems, which could in turn disrupt the operations of our customers, (ii)

result in the destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive, classified or otherwise

valuable information of ours, our employees, our customers or our customers’ end users, (iii) require us to notify customers, regulatory

agencies or the public of data incidents, (iv) damage our reputation or result in a loss of business, (v) require us to provide credits

for future service to our customers or to offer expensive incentives to retain customers, (vi) subject us to claims by our customers

or regulators for damages, fines, penalties, license or permit revocations or other remedies, (vii) result in the loss of industry certifications

or (viii) require significant management attention or financial resources to remedy the resulting damages or to change our systems.

or all of the foregoing developments could have a material adverse impact on us.

believe the importance of our network to global internet data flows will continue to make it a target to a wide range of threat actors,

including nation state actors and other advanced persistent threat actors.

Moreover, the risk of incidents is likely to continue to increase

due to several factors, including (i) the increasing use of machine learning, AI and other sophisticated techniques to initiate cyber

and phishing attacks, (ii) the wider accessibility of cyber-attack tools that can circumvent security controls and evade detection, which

can delay and limit our ability to accurately assess and fully remediate the impact of the attack, and (iii) growing threats from Chinese,

Russian and other state actors due to heightened geopolitical tensions and rivalries, and the attendant increased possibility of cyber

warfare targeting us in the event of a direct conflict.

It should also be noted that defenses against cyber-attacks currently available

to us and others are unlikely to prevent intrusions by a highly-determined, highly-sophisticated threat actor.

Thus far, none of our

past security incidents have had a material adverse effect on us, and we continue to take steps designed to limit our cyber risks.

we cannot assure you that future cyber incidents or events will not ultimately have a material adverse impact on our business, operations

or financial results.

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.

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

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.

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.

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.

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.

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:

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

The economy of the state and nation;

The impact of any action upon the communities in or near which the corporation’s facilities or operations are located;

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;

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

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 stock.

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.

are no longer an “emerging growth company” and therefore no longer eligible for reduced reporting requirements applicable

to emerging growth companies.

has been thirteen 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.”

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.

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

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.

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.

a smaller reporting company and will be exempt from certain disclosure requirements, which could make our Common Stock less attractive

to potential investors.

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:

had 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;

in 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

in 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.

a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy

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

and we need not provide the table of selected financial data.

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.

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.

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.

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;

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.

Section 404 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.

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.

compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts.

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.

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.

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.

disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

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 of the SEC.

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.

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.

in disclosure controls and procedures and internal control over financial reporting could result in a material misstatement in our financial

could be adversely affected if there are deficiencies in our disclosure controls and procedures or in our internal controls over financial

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.

Consistent 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

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.

Relating to Our Securities

have the right to issue additional common stock and preferred stock without the consent of stockholders which would have the effect of

diluting investors’ ownership and could decrease the value of their investment.

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.

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 to 300,000,000 shares of common stock and up to 1,200,000 shares of preferred

stock in the discretion of our Board.

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.

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, conversion rights, voting rights and others.

largest shareholders, officers and directors and related parties, Leandro Iglesias and Alvaro Quintana, 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.

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.

Quintana the other 3,000 shares.

There were 210,710,170 shares of our common stock issued and outstanding as of the

date of this Annual report, with Mr.

Iglesias holding 2,095,363 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.

Quintana holding 1,331,842 shares, which together

accounts for just over 1.68% 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 51.83% 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

be unable to sell their shares.

Our common stock is quoted under the symbol “IQST” on the OTCQX

operated by OTC Markets Group, Inc., an electronic inter-dealer quotation medium for equity securities.

Even though we currently have

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

and could fluctuate widely in price in response to various factors, many of which are beyond our control.

Our stock price is subject to a number of factors, including:

Technological innovations or new products and services

by us or our competitors;

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

not expect to pay dividends in the foreseeable future.

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

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

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.

Related to the Market for our Securities

a market for our common stock does not develop, stockholders may be unable to sell their shares.

common stock is quoted under the symbol “IQST” on the OTCQX operated by OTC Markets Group, Inc., an electronic inter-dealer

quotation medium for equity securities.

Only a limited market exists for our securities.

There is no assurance that a regular trading

market will develop, or if developed, that it will be sustained.

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.

market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,

many of which are beyond our control.

stock price is subject to a number of factors, including:

Technological innovations or new products and services by us or our competitors;

Government regulation of our products and services;

The establishment of partnerships with other telecom

The establishment of partnerships with other telecom companies;

Intellectual property disputes;

Additions or departures of key personnel;

Sales of our common stock;

Our ability to integrate operations, technology, products

and services;

Sales of our common stock or preferred stock;

Our ability to integrate operations, technology, products and services;

Our ability to execute our business plan;

5 unchanged sentences

Period-to-period fluctuations in our financial results.

Our stock price may fluctuate widely as a result of any of the above.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the

operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market price of

our common stock.

Because we are subject to the “Penny Stock” rules, the

level of trading activity in our stock may be reduced.

The Securities and Exchange Commission has adopted regulations which generally

define "penny stock" to be any listed, trading equity security that has a market price less than $5.00 per share or an exercise

price of less than $5.00 per share, subject to certain exemptions.

The penny stock rules require a broker-dealer, prior to a transaction

in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about

penny stocks and the risks in the penny stock market.

The broker-dealer must also provide the customer with current bid and offer quotations

for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing

the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules generally require that prior

to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment

for the purchaser and receive the purchaser’s written agreement to the transaction.

These disclosure requirements may have the effect

of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may

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

We will likely conduct further offerings of our equity securities

in the future, in which case your proportionate interest may become diluted.

We will likely be required to conduct equity offerings in the future to

finance our current projects or to finance subsequent projects that we decide to undertake.

If our common stock shares are issued in return

for additional funds, the price per share could be lower than that paid by our current shareholders.

We anticipate continuing to rely

on equity sales of our common stock shares in order to fund our business operations.

If we issue additional common stock shares or securities

convertible into shares of our common stock, your percentage interest in us could become diluted.

If securities or industry analysts do not publish research or reports

about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on

the research and reports that securities or industry analysts publish about us or our business.

We do not have any control over these

If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would

likely decline.

If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility

in the financial markets, which could cause our share price or trading volume to decline.

stock price may fluctuate widely as a result of any of the above.

In addition, the securities markets have from time to time experienced

significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

These market fluctuations

may also materially and adversely affect the market price of our common stock.

we are subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.

Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any listed, trading equity

security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver

a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market.

The broker-dealer

must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its

salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s

In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a

special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written

agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary

market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting

to liquidate such securities.

will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted.

will likely be required to conduct equity offerings in the future to finance our current projects or to finance subsequent projects that

we decide to undertake.

If our common stock shares are issued in return for additional funds, the price per share could be lower than

that paid by our current shareholders.

We anticipate continuing to rely on equity sales of our common stock shares in order to fund our

business operations.

If we issue additional common stock shares or securities convertible into shares of our common stock, your percentage

interest in us could become diluted.

securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business,

our share price and trading volume could decline.

trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish

about us or our business.

We do not have any control over these analysts.

If one or more of the analysts who cover us downgrade our shares

or change their opinion of our shares, our share price would likely decline.

If one or more of these analysts cease coverage of us or

fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading

volume to decline.

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