What changed in this filing

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Item 1A. Risk Factors

2023-04-17 compared with 2022-04-14 · 151 added, 142 removed, 453 unchanged (39% of the section changed)

As we are a “smaller reporting company”

as defined by Section 12b-2 of the Exchange Act, we are not required to provide the information under this Item or in our annual or quarterly

reports filed with the SEC;

As we are a smaller reporting company as defined by

Section 12b-2 of the Exchange Act, we are not required to provide the information under this Item or in our annual or quarterly reports

filed with the SEC;

however, we believe this information may be of value to our shareholders or potential investors in our Company.

for this filing.

These risk factors should be considered in light of the caption “Forward-Looking Statements” at the forepart

of this Annual Report.

risk factors should be considered in light of the caption “Forward-Looking Statements” at the forepart of this Annual Report.

We reserve the right not to provide risk factors in our future filings.

Our primary risk factors and other considerations

Our primary risk factors and other considerations include:

Risks Related to the Company

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We have a limited operating history, having commenced

our business operations in November of 2014, and our wireless marketing technology and solutions are an evolving business offering.

a result, investors have a limited track record by which to evaluate our future performance.

our current business operations in November of 2014, and our wireless marketing technology and solutions are an evolving business offering.

As a result, investors have a limited track record by which to evaluate our future performance.

Our prospects must be considered in light

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to successfully accomplish and fund our current endeavors, which would materially impact our ability to implement our business plan, including:

· establishing and maintaining broad market acceptance of our technology,

solutions, services and platforms, and converting that acceptance into direct and indirect sources of revenue;

· establishing and maintaining adoption of our technology, solutions, services

and platforms in and on a variety of environments, experiences and types of devices;

· timely and successfully developing new technologies, solutions, services

and platform features, and increasing the functionality and features of our existing technologies, solutions, services and platform offerings;

· developing technologies, solutions, services and platforms that result in

a high degree of customer satisfaction and a high level of end-customer usage;

· successfully responding to competition, including competition from emerging

technologies and solutions;

· developing and maintaining strategic relationships to enhance the distribution,

features, content and utility of our technologies, solutions, services and platforms;

· identifying, attracting and retaining talented engineering, network operations,

program management, technical services, creative services and other personnel at reasonable market compensation rates in the markets in

which we employ such personnel;

establishing and maintaining broad market acceptance of our technology, solutions, services and platforms, and converting that acceptance into direct and indirect sources of revenue;

establishing and maintaining adoption of our technology, solutions, services and platforms in and on a variety of environments, experiences and types of devices;

timely and successfully developing new technologies, solutions, services and platform features, and increasing the functionality and features of our existing technologies, solutions, services and platform offerings;

developing technologies, solutions, services and platforms that result in a high degree of customer satisfaction and a high level of end-customer usage;

successfully responding to competition, including competition from emerging technologies and solutions;

developing and maintaining strategic relationships to enhance the distribution, features, content and utility of our technologies, solutions, services and platforms;

identifying, attracting and retaining talented engineering, network operations, program management, technical services, creative services and other personnel at reasonable market compensation rates in the markets in which we employ such personnel;

integration of potential evolving offerings of products and acquisitions.

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For the year end December 31, 2022, we reported gross revenues of $20,023,340,

cost of revenues of $7,105,464, operating expenses of $5,091,033, other expenses of ($15,361) and net income of $622,986.

We anticipate

additional revenue and net income growth in 2022, further reducing our accumulated deficit balance.

cost of revenues of $15,033,733, operating expenses of $7,544,292, other income and expenses of ($397,675) and a net loss of ($2,952,360).

We anticipate additional revenue and net income growth in 2023, further reducing our accumulated deficit balance.

For the prior year ended December 31, 2021, we reported

gross revenues of $9,358,999, cost of revenues of $5,823,552, operating expenses of $3,895,466, other income of $598,637 and net income

gross revenues of $12,834,844, cost of revenues of $7,105,464, operating expenses of $5,091,033, other income and expenses of ($15,361)

and net income of $622,986.

For the year ended December 31, 2022, we had $12,352,

in non-cash depreciation/amortization expense, which was mostly exhausted at the end 2021.

As of December 31, 2021, our accumulated deficit

was $5,345,504.

The United States Government’s dissolution

or reduction of the Lifeline Program or the elimination of “resellers” of these services would have a substantial adverse

effect on our current and planned business operations.

· Considering there are approximately 6,600,000 current Lifeline users and

approximately 34,300,000 eligible Lifeline customers (according to USAC), this would be a draconian move;

in non-cash depreciation expense.

As of December 31, 2022, our accumulated deficit was $8,297,864.

The United States Government’s dissolution or reduction of the

Lifeline Program or the elimination of “resellers” of these services would have a substantial adverse effect on our current

and planned business operations.

Considering there are approximately 7,300,000 current Lifeline users and approximately 38,000,000 eligible Lifeline customers (according to USAC), this would be a draconian move;

however, it is a possibility.

Federal or state governmental agencies could also significantly reduce or delay Lifeline reimbursement payments to Lifeline carriers,

forcing Lifeline carriers to continue to provide minimum Lifeline services and at a reduced reimbursement rate.

Depending on any reimbursement

reduction, a reduction would diminish earnings and could make Lifeline unprofitable.

The FCC established the Lifeline program in 1985

to ensure that qualifying low-income consumers could afford phone service and the opportunities and security it provides.

Congress supported

and strengthened Lifeline in the Telecommunications Act of 1996, requiring that affordable service and advanced communications be available

to low-income consumers across the country.

· Lifeline and EBB require several factors to be successful.

The impact of

negative governmental changes and negative national carrier pricing have been outlined above.

In addition to those two risks, an interruption

to the supply of low-cost phones and/or a reduction of Lifeline agents (no access to or not enough access to agents) would have a negative

impact on Lifeline and/or EBB.

· Adequate equipment financing and available cash resources to pay up-front

commission payments (sometimes required) is critical to facilitate Lifeline, EBB, B2B and retail sales, and the lack of these resources

would have a negative impact on our business.

Federal or state governmental agencies could also significantly reduce or delay Lifeline reimbursement payments to Lifeline carriers, forcing Lifeline carriers to continue to provide minimum Lifeline services and at a reduced reimbursement rate.

Depending on any reimbursement reduction, a reduction would diminish earnings and could make Lifeline unprofitable.

The FCC established the Lifeline program in 1985 to ensure that qualifying low-income consumers could afford phone service and the opportunities and security it provides.

Congress supported and strengthened Lifeline in the Telecommunications Act of 1996, requiring that affordable service and advanced communications be available to low-income consumers across the country.

Lifeline and ACP require several factors to be successful.

The impact of negative governmental changes and negative national carrier pricing have been outlined above.

In addition to those two risks, an interruption to the supply of low-cost phones and/or a reduction of Lifeline and ACP agents (no access to or not enough access to agents) would have a negative impact on Lifeline and/or ACP.

Adequate equipment financing and available cash resources to pay up-front compensation payments (sometimes required) is critical to facilitate Lifeline, ACP, B2B and retail sales, and the lack of these resources would have a negative impact on our business.

The increase in the number of resellers of services

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equity or debt financing.

Adequate funds for our operations, whether from financial markets, collaborative or other arrangements, may

Adequate funds for our operations,

whether from financial markets, collaborative or other arrangements, may

not be available when needed or on terms attractive to us.

If adequate funds are not available, our plans to operate our business may

be adversely affected, and we could be required to curtail our activities significantly and/or cease operations.

If adequate funds are not available, our plans to operate

our business maybe adversely affected, and we could be required to curtail our activities significantly and/or cease operations.

We will be unable to implement our business plan if

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the experience and reputation of our management team;

· market interest, or lack of interest, in our industry, industry segments

and our business plan;

· the trading volume of, and volatility in, the market for our common stock,

assuming there is a reasonable trading market for our common stock;

market interest, or lack of interest, in our industry, industry segments and our business plan;

the trading volume of, and volatility in, the market for our common stock, assuming there is a reasonable trading market for our common stock;

our ongoing success, or failure, in executing our business plan;

the amount of our capital needs;

· the amount of debt, options, warrants and convertible securities that may

be outstanding in our Company at any time.

the amount of debt, options, warrants and convertible securities that may be outstanding in our Company at any time.

A national carrier (Verizon, AT&T, T-Mobile)

or Sprint) could dissolve, reduce or restrict any wholesale program, agent program or reseller program.

This includes both voice

and data IoT, which would adversely affect our business.

could dissolve, reduce or restrict any wholesale program, agent program or reseller program.

This includes both voice and data IoT,

which would adversely affect our business.

We, like all voice and data resellers, are dependent

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customers will depend primarily on the following factors:

· our ability to demonstrate the economic and other benefits attendant to

our products and services;

our ability to demonstrate the economic and other benefits attendant to our products and services;

our customers becoming comfortable with using our telecommunications technologies;

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discontinue the use of certain technologies;

· obtain a license under the intellectual property rights of the third-party

claiming infringement, which license may not be available on reasonable terms or at all.

obtain a license under the intellectual property rights of the third-party claiming infringement, which license may not be available on reasonable terms or at all.

Our business may be adversely affected by malicious applications that

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be harmed, which would damage our business and financial condition and our ability to continue our business.

We face risks relating to Cyberattack.

Our business operations are dependent upon secure

information technology systems and telecommunications networks.

Breaches of these systems and networks through cyberattack or other

unauthorized access may have numerous negative effects on our business, including lost sales and damage to customer relationships;

on our operations;

reputational harm and negative publicity;

lost trust from our customers, partners and employees;

lawsuits resulting

from the compromise of sensitive customer or employee information;

costs of mitigation;

and remediation and security enhancement expenses.

We compete with other companies that have substantially

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of their current products and to introduce new products, services and technologies.

Successful new product and service introductions

or enhancements by our competitors could reduce sales and the market acceptance of our products and services, cause intense price competition

Successful new product and service introductions or

enhancements by our competitors could reduce sales and the market acceptance of our products and services, cause intense price competition

or make our products and services obsolete.

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Griffin, our President and COO, among others,

some of whom are listed in Part III, Item 10 of this Annual Report.

who are listed in Part III, Item 10 of this Annual Report.

Further, if we fail to retain our key personnel or

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system disruptions could adversely affect our ability to effectively manage operations or reliably report results.

Because our technology, products, platforms, and services are complex

and are deployed in and across complex environments, they may have errors or defects that could seriously harm our business.

Because our technology, products, platforms and

services are complex and are deployed in and across complex environments, they may have errors or defects that could seriously harm our

Our technology, proprietary platforms, products and

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We may not be adequately prepared for unexpected increases in bandwidth and related infrastructure demands from our customers.

the bandwidth we have contracted to purchase may become unavailable for a variety of reasons, including payment disputes, outages, or

such service providers going out of business.

Any failure of these service providers or our own infrastructure to provide the capacity

we require due to financial or other reasons may result in a reduction in or the interruption of service to our customers, leading to

an immediate decline in revenue and possible additional decline in revenue, as a result of subsequent customer losses, which could result

in the cessation of all or part of our business operations.

the bandwidth we have contracted to purchase may become unavailable for a variety of reasons, including payment disputes, outages or such

service providers going out of business.

Any failure of these service providers or our own infrastructure to provide the capacity we require

due to financial or other reasons may result in a reduction in or the interruption of service to our customers, leading to an immediate

decline in revenue and possible additional decline in revenue, as a result of subsequent customer losses, which could result in the cessation

of all or part of our business operations.

We do not have sufficient capital to engage in

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We are vulnerable to the following potential problems, among others:

· our platform, technologies, products, services and underlying infrastructure,

or that of our key suppliers, may be damaged or destroyed by events beyond our control, such as fires, earthquakes, pandemics, war, floods,

power outages or telecommunications failures;

· we and our customers and/or partners may experience interruptions in service

as a result of the accidental or malicious actions of Internet users, hackers, hostile nation states or current /former employees;

· we may face liability for transmitting viruses to third parties that damage

or impair their access to computer networks, programs, data or information.

Eliminating computer viruses and alleviating other security

problems may require interruptions, delays or cessation of service to our customers;

· the failure of our systems or those of our suppliers may disrupt service

to our customers (and from our customers to their customers), which could materially impact our operations (and the operations of our

customers), adversely affecting our relationships with our customers and lead to lawsuits and contingent liabilities.

our platform, technologies, products, services and underlying infrastructure, or that of our key suppliers, may be damaged or destroyed by events beyond our control, such as fires, earthquakes, pandemics, war, floods, power outages or telecommunications failures;

we and our customers and/or partners may experience interruptions in service as a result of the accidental or malicious actions of Internet users, hackers, hostile nation states or current /former employees;

we may face liability for transmitting viruses to third parties that damage or impair their access to computer networks, programs, data or information.

Eliminating computer viruses and alleviating other security problems may require interruptions, delays or cessation of service to our customers;

the failure of our systems or those of our suppliers may disrupt service to our customers (and from our customers to their customers), which could materially impact our operations (and the operations of our customers), adversely affecting our relationships with our customers and lead to lawsuits and contingent liabilities.

The occurrence of any of the foregoing could result

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a material adverse effect on our business, financial condition and results of operations.

Our business operations could be impacted by the current world health

Our business operations could be impacted by the current

world health crisis.

On January 30, 2020, the World Health Organization

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March 10, 2020, declared it to be a pandemic.

Actions taken around the world to help mitigate the spread of the coronavirus include restrictions

Actions taken around the world to help mitigate the spread of the coronavirus included restrictions

on travel and quarantines in certain areas, and forced closures for certain types of public places and businesses.

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Flat or worsening economic conditions may harm our operating results and financial condition.

The Russian invasion of Ukraine may disrupt global telecommunications

While we do not have any direct exposure to Russia,

Belarus or Ukraine through our operations, employee base, investments or sourcing of goods and services, third party companies with whom

we do business may use Ukraine-based software developers.

These relationships may be affected by the global geopolitical disruptions

caused by the Russian invasion of Ukraine in February 2022.

We also face the risk that the invasion and ongoing war may result in

disruptions to national and international telecommunications networks, either through cyberattacks by state actors or others, physical

damage to the networks themselves or due to interruptions in the supply chain for the materials and services necessary to maintain them.

The likelihood and the potential size and scope of any such damage or disruptions is difficult to predict.

However, they may have

significant negative effects on the Company’s future business and results of operations.

Rising inflation may negatively affect our operating

During 2021 and 2022, global economic conditions have

deteriorated, with significantly increased inflation and the risks of further inflation and recession in 2023 and beyond.

unfavorable economic conditions may lead to decreased demand for our products or services in the future, especially by our lower-income

customers, which would have a negative effect on our business and results of operations.

In particular, inflation could affect the

price of equipment for the services provided in our Lifeline Program.

The ongoing Russian invasion of Ukraine and related sanctions on

Russia may also lead to higher prices for commodities used in the production of telephones and other technologies used in the global telecommunications

industry, which may result in decreased demand for our products and services.

To the extent that we are unable to increase the prices

of our goods and services in response to increased costs, our operating margins will be compressed.

Supply chain disruptions could adversely affect

our business.

Supply chain dislocations resulting from global geopolitical

and public health issues such as the Russian invasion of Ukraine, the COVID-19 pandemic and other causes may have a material adverse impact

on our business and results of operations.

Such disruptions may increase our costs of doing business, including through significant

increases in the price of our products and their components and materials and the related costs of shipment, including equipment used

in the Lifeline Program.

Supply chain disruptions may also adversely affect our access to suppliers, manufacturers, customers and

vendors and may impair our ability to perform contracted services.

Delays in our ability to meet our obligations as a result of

supply chain issues may negatively affect our reputation, our relationships with customers and our ability to deliver products and services.

The markets in which we operate are rapidly emerging,

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extensive resources:

· to develop and deploy new products and services more quickly and effectively

· to develop, improve and expand their platforms and related infrastructures

more quickly than we can;

· to reduce costs, particularly hardware costs, because of discounts associated

with large volume purchases and longer-term relationships and commitments;

· to offer less expensive products, technologies, platforms and services as

a result of a lower cost structure, greater capital reserves or otherwise;

· to adapt more swiftly and completely to new or emerging technologies and

changes in customer requirements;

to develop and deploy new products and services more quickly and effectively than we can;

to develop, improve and expand their platforms and related infrastructures more quickly than we can;

to reduce costs, particularly hardware costs, because of discounts associated with large volume purchases and longer-term relationships and commitments;

to offer less expensive products, technologies, platforms and services as a result of a lower cost structure, greater capital reserves or otherwise;

to adapt more swiftly and completely to new or emerging technologies and changes in customer requirements;

to take advantage of acquisition and other opportunities more readily;

· to devote greater resources to the marketing and sales of their products,

technology, platform, and services.

to devote greater resources to the marketing and sales of their products, technology, platform, and services.

If we are unable to compete effectively in our various

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sales of large blocks of our common stock by insiders and others;

· announcements by us or our competitors of significant contracts, acquisitions,

strategic partnerships, joint ventures or capital raises.

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital raises.

Our common stock is subject to the “penny

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and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny

stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on

which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from

the investor prior to the transaction.

The broker or dealer must also deliver, prior to any

transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form

sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed,

written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute

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(1) from the broker-dealer’s legal counsel.

This policy has been required of mostly all low-priced over-the-counter shares, regardless

of whether the shares have been registered with the SEC, or whether there is no legend on the stock certificate representing the shares

and always if the shares are designated as “restricted securities.” Larger, national broker-dealers will generally not even

trade these securities.

The high cost of these types of legal opinions is often more than the value of the shares sought to be sold, and

the process can take two (2) to three (3) weeks or more.

Accordingly, shareholders with limited shares of low-priced stocks will be unable

to economically sell their shares, regardless of whether an “established trading market” for the shares exists, and if they

could sell their shares, the required selling process will inhibit their ability to sell the shares when they desire to sell their shares.

This policy has been required of mostly all low-priced over-the-counter traded securities,

regardless of whether the shares have been registered with the SEC, or whether there is no “restrictive” legend on the stock

certificate representing the shares and always if the shares are designated as “restricted securities.” Larger, national broker-dealers

will generally not even trade these securities.

The high cost of these types of legal opinions is often more than the value of the shares

sought to be sold, and the process can take two (2) to three (3) weeks or more.

Accordingly, shareholders with limited shares of low-priced

stocks will be unable to economically sell their shares, regardless of whether an “established trading market” for the shares

exists, and if they could sell their shares, the required selling process may inhibit their ability to sell the shares when they desire

to sell their shares.

Because we became public by means of a reverse

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in the Company.

Directors, executive officers, principal shareholders,

and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our shareholders do not consider

to be in their best interests.

Directors, executive officers, principal shareholders and affiliated

entities own a significant percentage of our capital stock, and they may make decisions that our shareholders do not consider to be in

their best interests.

As of the date of this Annual Report, D.

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by reason of his personal holdings.

This percentage does not include certain vested incentive stock options that can be exercised within

sixty (60) days of the date of this Annual Report, all of which options are described under the heading “Outstanding Equity Awards”

of the caption “Executive Compensation” in Part III, Item 11, below, and a portion of which are reflected in Mr.

beneficial ownership of shares of our common stock under the caption “Security Ownership of Certain Beneficial Owners and Management”

in Part III, Item 12 hereof.

This percentage does not include certain vested non-compensatory stock options which he owns and that

can be exercised within sixty (60) days of the date of this Annual Report, all of which options are described under the caption “Security

Ownership of Certain Beneficial Owners and Management” in Part III, Item 12 hereof.

As a result, Mr.

McEwen may have the ability to substantially control the election of our board of directors,

the outcome of issues requiring approval by our shareholders and other corporate actions.

This concentration of ownership may also have

the effect of delaying or preventing a change in control of our Company that may be favored by other shareholders;

and could prevent transactions

in which shareholders might otherwise recover a premium for their shares over current market prices.

This concentration of ownership and

influence in management and board decision making could also harm the price of our capital stock by, among other things, discouraging

a potential acquirer from seeking to acquire shares of our capital stock, whether by making a tender offer or attempting to obtain control

of our Company.

See the captions “Executive Compensation” and “Security Ownership of Certain Beneficial Owners

and Management” of Part III, Items 11 and 12, respectively, hereof.

McEwen may have the ability

to substantially control the election of our board of directors, the outcome of issues requiring approval by our shareholders and other

corporate actions.

This concentration of ownership may also have the effect of delaying or preventing a change in control of our Company

that may be favored by other shareholders;

and could prevent transactions in which shareholders might otherwise recover a premium for

their shares over current market prices.

This concentration of ownership and influence in management and board decision making could also

harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital

stock, whether by making a tender offer or attempting to obtain control of our Company.

Also see the caption “Executive Compensation”

of Part III, Item 11 hereof.

If we fail to maintain an effective system of internal

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Consequently, investors could

lose confidence in our financial reporting, and this may adversely affect any trading price of our common stock that may then exist.

lose confidence in our financial reporting, and this may adversely affect any trading price for our common stock that may then exist.

We must maintain effective internal controls to provide

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors