What changed in this filing

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Item 1A. Risk Factors

2025-10-30 compared with 2025-08-22 · 67 added, 102 removed, 820 unchanged (17% of the section changed)

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of our stock may decline.

We have incurred net losses of $5.3 million

and $12.9 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, we had accumulated deficit

of $28.9 million.

have incurred net losses of $2.9 million and $5.3 million for the years ended December 31, 2024 and 2023, respectively.

December 31, 2024, we had accumulated deficit of $20.5 million.

are not certain whether or when we will obtain a high enough volume of sales of our products and services to sustain or increase

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substantial financial and other resources on:

content production

related to BCTV, including investments in expanding our content and production teams;

sales and marketing, including a significant

expansion of our sales organization;

continued expansion of our business into adjacent

geographic markets;

re-establishing our business operations after

the Change of Control;

general administration expenses, including legal

and accounting expenses related to being a public company.

production related to BCTV, including investments in expanding our content and production teams;

and marketing, including a significant expansion of our sales organization;

expansion of our business into adjacent geographic markets;

re-establishing

our business operations after the Change of Control;

administration expenses, including legal and accounting expenses related to being a public company.

investments may not result in increased revenue or growth in our business.

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Falcone, FFO1 and FFO2.

addition to the defaults described above, as of the date of this Annual Report, and since the last day of the year ended December

31, 2023, we are in default under a certain loans payable for failure to pay principal and accrued interest on such loans, with

an aggregate of approximately $4.6 million and $4.1 million of principal, accrued interest and late fees, as of such date and

as of December 31, 2022, respectively.

We have not yet made principal and interest payments on such notes when due and as a result,

under terms of the notes, the interest rate is as much as 22% per annum.

As a result of the Change of Control, we intend to strategize

with the holders of such notes to extend, modify or otherwise revisit the terms of such indebtedness in order to resolve such

outstanding defaults.

In addition to the defaults described above,

as of the date of this Annual Report, and since the last day of the year ended December 31, 2023, we are in default under a certain

loans payable for failure to pay principal and accrued interest on such loans, with an aggregate of approximately $4.6 million

and $4.1 million of principal, accrued interest and late fees, as of such date and as of December 31, 2022, respectively.

not yet made principal and interest payments on such notes when due and as a result, under terms of the notes, the default rate

is as much as 22% per annum.

As a result of the Change of Control, we intend to strategize with the holders of such notes to extend,

modify or otherwise revisit the terms of such indebtedness in order to resolve such outstanding defaults.

convertible notes and related obligations, including interest payments, covenants and restrictions, had and could have in the

future important consequences, including the following:

reserving cash in

order to satisfy the obligations relating to such notes could adversely affect the amount or timing of investments to grow

our business, impairing our ability to invest in and successfully grow our business;

limit our ability

to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions,

debt obligations and other general corporate requirements;

result in foreclosure

of certain pledged assets pursuant to such notes;

increase our vulnerability

to general economic downturns, competition and industry conditions and we may be unable to take advantage of opportunities

that our leverage prevents us from exploiting, placing us at a disadvantage to our competitors that are less leveraged;

impose restrictions

on the manner in which we conduct our business, including restrictions on our ability to pay dividends, incur additional debt

and sell assets.

cash in order to satisfy the obligations relating to such notes could adversely affect the amount or timing of investments

to grow our business, impairing our ability to invest in and successfully grow our business;

our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures,

acquisitions, debt obligations and other general corporate requirements;

in foreclosure of certain pledged assets pursuant to such notes;

our vulnerability to general economic downturns, competition and industry conditions and we may be unable to take advantage

of opportunities that our leverage prevents us from exploiting, placing us at a disadvantage to our competitors that are less

restrictions on the manner in which we conduct our business, including restrictions on our ability to pay dividends, incur

additional debt and sell assets.

obligations under such promissory and convertible notes could have a material adverse effect on our business, financial condition,

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may limit the market acceptance of any of our products or services, including:

the competitive

features of our products and services, including price, as compared to other similar products and services;

the extent and success

of our marketing efforts and those of our collaborators;

unfavorable publicity

concerning our products or similar products;

the timing of regulatory

approvals of our products or services and market entry compared to competitive products.

competitive features of our products and services, including price, as compared to other similar products and services;

extent and success of our marketing efforts and those of our collaborators;

publicity concerning our products or similar products;

timing of regulatory approvals of our products or services and market entry compared to competitive products.

we are unable to attract viewers or acquire customers, our future revenues and operating results will be harmed.

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anticipated benefits from the acquired business due to a number of factors, including, without limitation:

unanticipated costs or liabilities associated

with the acquisition;

incurrence of acquisition-related costs, which

would be recognized as a current period expense;

inability to generate sufficient revenue to

offset acquisition or investment costs;

inability to maintain relationships with customers

and partners of the acquired business;

difficulty of incorporating

acquired technology and rights into our operations and of maintaining quality and security standards consistent with our intended

delays in customer purchases due to uncertainty

related to any acquisition;

the potential loss of key employees;

use of resources

that are needed in other parts of our business and diversion of management and employee resources;

inability to recognize acquired deferred revenue

in accordance with our revenue recognition policies;

use of substantial portions of our available

cash and equity or the incurrence of debt to consummate the acquisition.

unanticipated

costs or liabilities associated with the acquisition;

of acquisition-related costs, which would be recognized as a current period expense;

to generate sufficient revenue to offset acquisition or investment costs;

to maintain relationships with customers and partners of the acquired business;

of incorporating acquired technology and rights into our operations and of maintaining quality and security standards consistent

with our intended brands;

in customer purchases due to uncertainty related to any acquisition;

potential loss of key employees;

of resources that are needed in other parts of our business and diversion of management and employee resources;

to recognize acquired deferred revenue in accordance with our revenue recognition policies;

of substantial portions of our available cash and equity or the incurrence of debt to consummate the acquisition.

also increase the risk of unforeseen legal liability, including for potential shareholder suits or potential violations of applicable

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Our failure to design and maintain effective internal control over financial reporting could also result

in errors in our consolidated financial statements that could result in a restatement of such financial statements and could

cause us to fail to meet such time periods, any of which could diminish investor confidence in us and cause a decline in the price

of our Common Stock.

in errors in our consolidated financial statements that could result in a restatement of such financial statements and could cause

us to fail to meet such time periods, any of which could diminish investor confidence in us and cause a decline in the price of

our Common Stock.

In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory

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occur due to a variety of other factors, including the following:

the inability to maintain the quotation of the

Common Stock on the over-the-counter market;

changes in applicable laws or regulations;

risks relating to the uncertainty of our projected

financial information;

risks related to the organic and inorganic growth

of our business and the timing of expected business milestones.

inability to maintain the quotation of the Common Stock on the over-the-counter market;

in applicable laws or regulations;

relating to the uncertainty of our projected financial information;

related to the organic and inorganic growth of our business and the timing of expected business milestones.

addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the

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restricted from resale but may in the future be sold upon the lapse of such restrictions:

In connection with

the issuance of convertible notes to the Investors, we issued to them shares of our Series F convertible preferred stock,

par value $0.001 per share (“Series F Preferred Stock”), which was subsequently converted into 192,073,017 shares

of Common Stock.

In connection with

the issuance of a promissory note to Z4 in December 2021, we issued it warrants to purchase up to 500,000 shares of our Common

155,000 issued and

outstanding shares of our Series D convertible preferred stock, par value $0.001 per share (the “Series D Preferred

Stock”), may be converted into 155,000,000 shares of Common Stock.

We have issued 1,152,500

shares of the Series E-1 convertible preferred stock, par value $0.001 per share (the “Series E-1 Preferred Stock”),

which were issued in September 2021 and automatically convert into 1,152,500,000 shares of Common Stock two years from the

date of issuance.

connection with the issuance of convertible notes to the Investors, we issued to them shares of our Series F convertible preferred

stock, par value $0.001 per share (“Series F Preferred Stock”), which was subsequently converted into 192,073,017

shares of Common Stock.

connection with the issuance of a promissory note to Z4 in December 2021, we issued it warrants to purchase up to 500,000

shares of our Common Stock.

issued and outstanding shares of our Series D convertible preferred stock, par value $0.001 per share (the “Series D

Preferred Stock”), may be converted into 155,000,000 shares of Common Stock.

have issued 1,152,500 shares of the Series E-1 convertible preferred stock, par value $0.001 per share (the “Series

E-1 Preferred Stock”), which were issued in September 2021 and automatically convert into 1,152,500,000 shares of Common

Stock two years from the date of issuance.

The Company has not processed such conversions as of the date of this Annual Report.

We have issued 39,895

shares of Series H convertible preferred stock, par value $0.001 per share (the “Series H Preferred Stock”), which

may be converted into 39,895,000 shares of Common Stock.

As of the date of

this Annual Report, the outstanding aggregate principal balance, including accrued interest, of outstanding convertible notes,

excluding the Investors’ Notes all of which are currently in default is convertible into approximately 163,000,000 shares

of Common Stock.

have issued 39,895 shares of Series H convertible preferred stock, par value $0.001 per share (the “Series H Preferred

Stock”), which may be converted into 39,895,000 shares of Common Stock.

of the date of this Annual Report, the outstanding aggregate principal balance, including accrued interest, of outstanding

convertible notes, excluding the Investors’ Notes all of which are currently in default is convertible into approximately

163,000,000 shares of Common Stock.

of our Common Stock as such restrictions are lifted and such conversions occur (or in connection with any anticipated conversions)

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These provisions include, among others:

the inability of

our stockholders to call a special meeting;

the right of our

Board of Directors to issue preferred stock without stockholder approval;

the ability of our

directors to fill vacancies on our Board of Directors.

Provisions of our

Articles of Incorporation, Bylaws or Nevada law also could have the effect of discouraging potential acquisition proposals

inability of our stockholders to call a special meeting;

right of our Board of Directors to issue preferred stock without stockholder approval;

ability of our directors to fill vacancies on our Board of Directors.

of our Articles of Incorporation, Bylaws or Nevada law also could have the effect of discouraging potential acquisition proposals

or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable.

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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