What changed in this filing

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Item 1A. Risk Factors

2021-08-31 compared with 2020-08-11 · 270 added, 315 removed, 19 unchanged (97% of the section changed)

An investment

in our common stock involves a high degree of risk.

You should carefully consider the risks described below and the other information

in this Form 10-K before investing in our common stock.

If any of the following risks occur, our business, operating results and

financial condition could be seriously harmed.

a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of

the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

An investment in

our common stock involves a high degree of risk.

You should carefully consider the risks described below and the other information in

this Form 10-K before investing in our common stock.

If any of the following risks occur, our business, operating results and financial

condition could be seriously harmed.

We have a limited

operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses,

difficulties, complications and delays frequently encountered by a small developing company.

We were incorporated

in the State of Utah in April 1984.

We have limited revenues to date and limited financial resources.

The likelihood of our success

must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small

developing company starting a new business enterprise and the highly competitive environment in which we will operate.

have a limited operating history, we cannot assure you that our business will maintain profitability.

epidemics, such as the outbreak caused by a coronavirus (COVID-19), and other outbreaks or unforeseen or catastrophic events could

continue to disrupt and adversely affect our operations, financial condition, and business.

States and other countries have experienced and may experience in the future, major health epidemics related to viruses, other

pathogens, and other unforeseen or catastrophic events, including natural disasters, extreme weather events, power loss, acts

of war, and terrorist attacks.

For example, there was an outbreak of COVID-19, a novel virus, which has spread to the United States

and other countries and declared a global pandemic.

The global spread of COVID-19 has created significant volatility and uncertainty

in financial markets.

There is significant uncertainty relating to the potential impact of COVID-19 on our business.

to which COVID-19 impacts our current business plans and our ability to obtain future financing, as well as our results of operations

and financial condition, generally, will depend on future developments which are highly uncertain and cannot be predicted, including

new information which may emerge concerning the severity of COVID-19 and the actions taken by governments and private businesses

to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 continue for an extensive period of

time, our business, results of operations, and financial condition may be materially adversely affected.

has expressed substantial doubt as to our ability to continue as a going concern .

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a

going concern.

At April 30, 2020, we had accumulated losses of $2,642,282.

We expect we may incur further losses in the development

of our business, all of which casts substantial doubt about our ability to continue as a going concern.

Our ability to continue

as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing

to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Management anticipates

that additional funding will be in the form of equity financing from the sale of common stock.

Management may also seek

to obtain short-term loans from the directors of our company or from our largest shareholder.

There are no current arrangements

in place for equity funding and our largest shareholder may not be able to provide us with enough working capital via short-term

If we cannot generate sufficient revenues from our services or seek additional funding we may have to delay the implementation

of our business plan.

The likelihood of our success must be considered in light of the problems, expenses, difficulties,

complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive

environment in which we will operate.

Since we have a limited operating history, we cannot assure you that our business will maintain

profitability.

Major health epidemics,

such as the outbreak caused by a coronavirus (COVID-19), and other outbreaks or unforeseen or catastrophic events could continue to disrupt

and adversely affect our operations, financial condition, and business.

Public health epidemics

or outbreaks could adversely impact our business.

In July 2021, the global tally of confirmed cases of the coronavirus-borne illness

COVID-19 exceeded 180 million.

The extent to which the coronavirus impacts our operations will depend on future developments, which are

highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning

the severity of the coronavirus and the emergence of variants, among others.

In particular, the spread and treatment of the coronavirus

globally could adversely impact our operations and could have an adverse impact on our business and our financial results.

The requirements

of being a public company may strain our resources, divert management’s attention and affect our ability to attract and

retain executive management and qualified board members.

company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act,

the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations.

Compliance with these rules

and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming or costly

and increases demand on our systems and resources.

The Exchange Act requires, among other things, that we file annual, quarterly

and current reports with respect to our business and operating results.

The Sarbanes-Oxley Act requires, among other things, that

we maintain effective disclosure controls and procedures and internal control over financial reporting.

In order to maintain and,

if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard,

significant resources and management oversight may be required.

As a result, management’s attention may be diverted from

other business concerns, and such attention could adversely affect our business and operating results.

We may need to hire more

employees in the future or engage outside consultants who will increase our costs and expenses.

changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public

companies, increasing legal and financial compliance costs and making some activities more time consuming.

These laws, regulations

and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their

application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.

This could result

in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance

We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result

in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating

activities to compliance activities.

If our efforts to comply with new laws, regulations and standards differ from the activities

intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities

may initiate legal proceedings against us and our business may be adversely affected.

We also expect

that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer

liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

These factors could also make it more difficult for us to attract and retain qualified members of our board of directors.

to raise additional funds through public or private debt or sale of equity to pay for the costs we incur as a public company.

Such financing may not be available when needed.

Even if such financing is available, it may be on terms that are materially adverse

to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms.

can be given that such funds will be available or, if available, will be on commercially

reasonable terms satisfactory to us.

There can be no assurance that we will be able to obtain financing if and when it is needed

on terms we deem acceptable.

If we are unable to obtain financing on reasonable terms, we could be forced to discontinue our public

of disclosure of information in this report and in future filings required of a public company, our business and financial condition

will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third

If such claims are successful, our business and operating results could be adversely affected, and even if the claims

do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them,

could divert the resources of our management and adversely affect our business and operating results.

dependent on a small number of individuals who occupy all corporate positions.

Given our lack of employees and executive officers,

it may not be possible for us to have adequate internal controls, and we believe that we have material weaknesses in internal

key responsibilities of our business have been assigned to two individuals.

Our ability to implement adequate internal controls

depends, in part, on our ability to attract trained professional staff that allows us to segregate duties among several individuals.

The Company’s

management has evaluated the effectiveness of its internal control over financial reporting as of April 30, 2020 based on the

criteria established in a report entitled “2013 - Internal Control - Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission”

and the interpretive guidance issued by the Commission in Release No.

on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over

financial reporting was ineffective as of April 30, 2020 and continues to be ineffective as of today, and identified the following

material weaknesses:

is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”),

and the financial reporting requirements of the SEC;

are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with

respect to the current requirements of GAAP and SEC disclosure requirements.

sufficient internal controls and the time and cost of implementing such controls could delay the development and introduction

of, and negatively impact our ability to sell our services, which could adversely affect our financial results and impair our

To help compensate for the lack of full-time employees,

the Company also uses outside consultants.

We have accounting consultants, acquisition consultants, and sales and marketing consultants

for project purposes on a part time basis;

three advisors assist us with project evaluations and business development, information

and research, technical writing and presentation.

At the present time the Company has employment agreements that expire on July

31, 2021 with our Chief Executive Officer and Chief Financial Officer and does not maintain any life insurance policies.

of new laws or changes to or the application of existing laws relating to Internet commerce may affect the growth of our business.

We may become

subject to any number of laws and regulations that may be adopted with respect to the Internet and electronic commerce.

and regulations that address issues such as user privacy, pricing, online content regulation, taxation, advertising, intellectual

property, information security, and the characteristics and quality of online products and services may be enacted.

Current laws,

which predate or are incompatible with the Internet and electronic commerce, may be applied and enforced in a manner that restricts

the electronic commerce market.

The application of such pre-existing laws regulating communications or commerce in the context

of the Internet and electronic commerce is uncertain.

Moreover, it may take years to determine the extent to which existing laws

relating to issues such as intellectual property ownership and infringement, libel and personal privacy are applicable to the

of new laws or regulations relating to the Internet, or particular applications or interpretations of existing laws, could decrease

the growth in the use of the Internet, decrease the demand for our products and services, increase our cost of doing business

or could otherwise have a material adverse effect on our business, revenues, operating results and financial condition.

to purchase a portion of early stage companies may provide us with investments that have no liquidity.

strategy to sometimes purchase, at an affordable price, part or all of early-stage companies and cross pollinate the ideas, technology

of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain

executive management and qualified board members.

As a public company,

we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley

Act, the Dodd-Frank Act, and other applicable securities rules and regulations.

Compliance with these rules and regulations increases

our legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases demand on our

systems and resources.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect

to our business and operating results.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls

and procedures and internal control over financial reporting.

In order to maintain and, if required, improve our disclosure controls

and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may

As a result, management’s attention may be diverted from other business concerns, and such attention could adversely

affect our business and operating results.

We may need to hire more employees in the future or engage outside consultants who will increase

our costs and expenses.

In addition, changing

laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies,

increasing legal and financial compliance costs and making some activities more time consuming.

These laws, regulations and standards

are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice

may evolve over time as new guidance is provided by regulatory and governing bodies.

This could result in continuing uncertainty regarding

compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest resources

to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses

and a diversion of management’s time and attention from revenue-generating activities to compliance activities.

If our efforts

to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities

related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely

We also expect that

being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability

insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

These factors could

also make it more difficult for us to attract and retain qualified members of our board of directors.

We may need to raise

additional funds through public or private debt or sale of equity to pay for the costs we incur as a public company.

Such financing may

not be available when needed.

Even if such financing is available, it may be on terms that are materially adverse to your interests with

respect to dilution of book value, dividend preferences, liquidation preferences, or other terms.

No assurance can be given that such

funds will be available or, if available, will be on commercially reasonable terms satisfactory to us.

There can be no assurance that

we will be able to obtain financing if and when it is needed on terms we deem acceptable.

If we are unable to obtain financing on reasonable

terms, we could be forced to discontinue our public reporting.

As a result of disclosure

of information in this report and in future filings required of a public company, our business and financial condition will become more

visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties.

If such claims

are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or

are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management

and adversely affect our business and operating results.

We operate in

a regulatory environment that is evolving and uncertain.

The regulatory framework

for online capital formation or crowdfunding is very new.

The regulations that govern our operations have been in existence for a very

Further, there are constant discussions among legislators and regulators with respect to changing the regulatory environment.

New laws and regulations could be adopted in the United States and abroad.

Further, existing laws and regulations may be interpreted

in ways that would impact our operations, including how we communicate and work with investors and the companies that use our services

and the types of securities that our clients can offer and sell on our platform.

We may be liable

for misstatements made by issuers.

Under the Securities

Act of 1933 and the Exchange Act of 1934, issuers making offerings through our funding portal may be liable for inappropriate disclosures,

including untrue statements of material facts or for omitting information that could make the statements misleading.

This liability may

also extend in Regulation Crowdfunding offerings to funding portals, such as our subsidiary.

Even though due diligence defenses may be

available, there can be no assurance that if we were sued, we would prevail.

Further, even if we do succeed, lawsuits are time consuming

and expensive, and being a party to such actions may cause us reputational harm that would negatively impact our business.

even if we are not liable or a party to a lawsuit or enforcement action, some of our clients have been and will be subject to such proceedings.

Any involvement we may have, including responding to document production requests, may be time-consuming and expensive as well.

Our compliance

is focused on U.S.

laws and we have not analyzed foreign laws regarding the participation of non-U.S.

Some of the investment

opportunities posted on our platform are open to non-U.S.

We have not researched all the applicable foreign laws and regulations,

and we have not set up our structure to be compliant with foreign laws.

It is possible that we may be deemed in violation of those laws,

which could result in fines or penalties as well as reputational harm.

Any violation of foreign laws may limit our ability in the future

to assist companies in accessing money from those investors, and compliance with those laws and regulations may limit our business operations

and plans for future expansion.

Netcapital Funding

Portal’s product offerings are relatively new in an industry that is still quickly evolving .

The principal securities

regulations that we work with, Rule 506(c) and Regulation Crowdfunding, have only been in effect in their current form since 2013

and 2016, respectively.

Our ability to continue to penetrate the market remains uncertain as potential issuer companies may choose to

use different platforms or providers (including, in the case of Rule 506(c) and Regulation A, using their own online platform),

or determine alternative methods of financing.

Investors may decide to invest their money elsewhere.

Further, our potential market may

not be as large, or our industry may not grow as rapidly as anticipated.

Success will likely be a factor of investing in the development

and implementation of marketing campaigns, repeat business from both issuer companies and investors, and favorable changes in the regulatory

We are vulnerable

to hackers and cyber attacks.

As an internet-based

business, we may be vulnerable to hackers who may access the data of our investors and the issuer companies that utilize our platform.

Further, any significant disruption in service on our funding portal platform or in our computer systems could reduce the attractiveness

of our platform and result in a loss of investors and companies interested in using our platform.

Further, we rely on a third-party technology

provider to provide some of our back-up technology as well as act as our escrow agent.

Any disruptions of services or cyber-attacks either

on our technology provider, escrow agent, or on us could harm our reputation and materially negatively impact our financial condition

and business.

Our strategy to

purchase a portion of early-stage companies may provide us with investments that have no liquidity.

is our strategy to sometimes purchase, at an affordable price, part or all of early-stage companies and cross pollinate the ideas, technology

and expertise within these companies to enhance the operations, profits and market share of all the entities.

That strategy may

result in us diverting management attention and advisory resources to do work for early-stage companies that pay for the work

with equity, which becomes impaired in value or never becomes a liquid asset.

In addition, some of the companies that we do work

for and take an equity position in, do not create revenues for the Company.

We only record

revenues in exchange for equity if we have access to the entity's audited financial statements or we have a verifiable market

value for the equity received.

For all of these early-stage companies, the future liquidity and value of our investments

cannot be guaranteed, and no market may exist for us to generate gains from our investments in early-stage companies.

depends on the reliability of the infrastructure that supports the Internet and the viability of the Internet.

of Internet usage has caused frequent interruptions and delays in processing and transmitting data over the Internet.

be no assurance that the Internet infrastructure or the Company’s own network systems will continue to be able to support

the demands placed on it by the continued growth of the Internet, the overall online game industry or that of our customers.

The Internet’s

viability could be affected if the necessary infrastructure is not sufficient, or if other technologies and technological devices

eclipse the Internet as a viable channel.

of our software depend on Internet Service Providers (“ISPs”), online service providers and our system infrastructure

for access to the Internet sites that we operate.

Many of these services have experienced service outages in the past and could

experience service outages, delays and other difficulties due to system failures, stability or interruption.

As a result, we may

not be able to meet a level of service that we have promised to our subscribers, and we may be in breach of our contractual commitments,

which could materially adversely affect our business, revenues, operating results and financial condition.

and crowdfunding on the Internet is a developing industry and, therefore, we do not know if the market will continue to develop

and our products and services will continue to be in demand.

continues to evolve rapidly and is characterized by an increasing number of market entrants.

The demand and acceptance for new

products and services are subject to a level of uncertainty and growing competition, and if our games do not receive market acceptance,

or if regulations and competition changes for raising capital on the Internet, our business, revenues, operating results and financial

condition could be materially adversely affected.

competition could prevent us from increasing our market share and growing our revenues.

with a number of public and private companies, which provide electronic commerce and/or Internet games.

Most of our competitors

have significant financial resources and occupy entrenched positions in the market with name-brand recognition.

We also face challenges

from new Internet sites that aim to attract subscribers who seek to play interactive games and obtain ratings and status for superior

playing skills.

Such companies may be able to attract significantly more subscribers because of new marketing ideas and new game

to entry into most Internet markets are relatively low, making them accessible to a large number of entities and individuals.

We believe the principal competitive factors in our industry that create certain barriers to entry include but are not limited

to reputation, technology, financial stability and resources, proven track record of successful operations, critical mass, independent

oversight and transparency of business practices.

While these barriers will limit those able to enter or compete effectively in

the market, it is likely that new competitors as well as laws and regulations of governmental authority will be established in

the future, in addition to our known current competitors.

competition from current and future competitors may in the future materially adversely affect our business, revenues, operating

results and financial condition.

level could negatively impact our financial condition, results of operations and business prospects.

30, 2020, the principal component of our total debt payable amounted to $1,057,184.

Subsequent to April 30, 2020, we borrowed

an additional $2,385,800.

That strategy may result

in us diverting management attention and advisory resources to do work for early-stage companies that pay for the work with equity, which

becomes impaired in value or never becomes a liquid asset.

For all of these early-stage companies, the future liquidity and value of

our investments cannot be guaranteed, and no market may exist for us to generate gains from our investments in early-stage companies.

Our business depends

on the reliability of the infrastructure that supports the Internet and the viability of the Internet.

The growth of Internet

usage has caused frequent interruptions and delays in processing and transmitting data over the Internet.

There can be no assurance that

the Internet infrastructure or the Company’s own network systems will continue to be able to support the demands placed on it by

the continued growth of the Internet, the overall online securities industry or that of our customers.

The Internet’s

viability could be affected if the necessary infrastructure is not sufficient, or if other technologies and technological devices eclipse

the Internet as a viable channel.

End-users of our

software depend on Internet Service Providers (“ISPs”), online service providers and our system infrastructure for access

to the Internet sites that we operate.

Many of these services have experienced service outages in the past and could experience service

outages, delays and other difficulties due to system failures, stability or interruption.

As a result, we may not be able to meet a level

of service that we have promised to our subscribers, and we may be in breach of our contractual commitments, which could materially adversely

affect our business, revenues, operating results and financial condition.

Intense competition

could prevent us from increasing our market share and growing our revenues.

We compete with a

number of public and private companies and most of our competitors have significant financial resources and occupy entrenched positions

in the market with name-brand recognition.

We also face challenges from new Internet sites that aim to attract subscribers who seek to

play interactive games or invest in public or private securities.

Such companies may be able to attract significantly more subscribers

because of new marketing ideas and user interface concepts.

Increased competition

from current and future competitors may in the future materially adversely affect our business, revenues, operating results and financial

Our debt level

could negatively impact our financial condition, results of operations and business prospects.

As of April 30, 2021,

we continue to owe $1,000,000 in secured debt and we have borrowed money on three occasions from the U.S.

Small Business Administration.

Our level of debt could have significant consequences to our shareholders, including the following:

the dedication of a substantial portion of cash flow from operations to make payments on debt, thereby reducing the availability

of cash flow for working capital, capital expenditures and other general business activities;

requiring the

dedication of a substantial portion of cash flow from operations to make payments on debt, thereby reducing the availability of cash

flow for working capital, capital expenditures and other general business activities;

requiring a substantial

portion of our corporate cash reserves to be held as a reserve for debt service, limiting our ability to invest in new growth

opportunities;

limiting the ability

to obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporate

and other activities;

portion of our corporate cash reserves to be held as a reserve for debt service, limiting our ability to invest in new growth opportunities;

limiting the ability to

obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporate and other

limiting the flexibility

2 unchanged sentences

to both general and industry-specific adverse economic conditions;

putting us at a

competitive disadvantage vs.

putting us at a competitive

disadvantage vs.

less leveraged competitors;

1 unchanged sentence

to changes in the prevailing interest rates.

to make payments of principal and interest, or to refinance our indebtedness, depends on our future performance, which is subject

to economic, financial, competitive and other factors.

Our business may not generate sufficient cash flow in the future sufficient

to service our debt because of factors beyond our control, including but not limited to our ability to market our products and

expand our operations.

If we are unable to generate sufficient cash flows, we may be required to adopt one or more alternatives,

such as restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive.

to refinance our indebtedness will depend on the capital markets and our financial condition at such time.

We may not be able

to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our

debt obligations.

require our related-party lenders to cooperate with us and, among other things, not demand repayments of principal and interest

until the business is capable of making such payments.

expect that we will be able to obtain the funds to pay principal and interest on our related-party debt by utilizing cash flow

from operations.

We are operating as an early-stage company and our ability to meet these payment obligations will depend on expansion

of our revenues and our future financial performance, which will be affected by financial, business, economic and other factors.

We will not be able to control many of these factors, such as economic conditions in the markets in which we operate or the ability

to raise additional capital in a timely manner.

We cannot be certain that our future cash flow from operations will be sufficient

to allow us to pay principal and interest on our debt and meet our other obligations.

If cash flow from operations is insufficient,

we may be required to refinance all or part of our existing debt, sell assets, and borrow more money or issue additional equity.

We owe related

parties $1,065,315 in accounts and notes payable as of April 30, 2020.

We owe our secured lender, Vaxstar LLC (the “Lender”),

who is also our largest shareholder, $1,000,000 at April 30, 2020.

Our Lender holds a term note bearing interest at an annual

rate of 1.25%.

We have not paid interest on the note and it accrues each month.

We have a loan and security agreement (the “Loan”)

with the Lender for a maximum amount of $1,250,000.

The maturity date of our loan from the Lender is October 31, 2020.

the payment of all obligations to the lender, the Company granted to the Lender a continuing security interest and first lien

on all of the assets of the Company.

connection with the Loan, the Company has agreed to certain restrictive covenants, including, among others, that the Company

may not convey, sell lease, transfer or otherwise dispose of any part of its business or property, except as permitted in the

agreement, dissolve, liquidate or merge with any other party unless, in the case of a merger, the Company is the surviving

entity, incur any indebtedness except as defined in the agreement, create or allow a lien on any of its assets or collateral

that has been pledged to the Lender, make any loans to any person, except for prepaid items or deposits incurred in the

ordinary course of business, or make any material capital expenditures.

to renegotiate our related-party debt if our related-party lenders demand that we begin making principal or interest payments.

Any renegotiation may be on less favorable terms or may require that we refinance the related-party debt.

We may need to raise

additional funds through public or private debt or sale of equity to pay the related-party debt.

Such financing may not be available

Even if such financing is available, it may be on terms that are materially adverse to your interests with respect

to dilution of book value, dividend preferences, liquidation preferences, or other terms.

No assurance can be given that such

funds will be available or, if available, will be on commercially reasonable terms satisfactory to us.

There can be no assurance

that we will be able to obtain financing if and when it is needed on terms we deem acceptable.

If we are unable to obtain financing

on reasonable terms, or, if our related-party lender does not continue to cooperate with us, we could be forced to discontinue

our operations.

make acquisitions or form joint ventures that are unsuccessful.

to grow is partially dependent on our ability to successfully acquire other companies, which creates substantial risk.

Our ability to make

payments of principal and interest, or to refinance our indebtedness, depends on our future performance, which is subject to economic,

financial, competitive and other factors.

Our business may not generate sufficient cash flow in the future to service our debt because

of factors beyond our control, including but not limited to our ability to market our products and expand our operations.

If we are unable

to generate sufficient cash flows, we may be required to adopt one or more alternatives, such as restructuring debt or obtaining additional

equity capital on terms that may be onerous or highly dilutive.

Our ability to refinance our indebtedness will depend on the capital

markets and our financial condition at such time.

We may not be able to engage in any of these activities or engage in these activities

on desirable terms, which could result in a default on our debt obligations.

We will require

our secured lender to cooperate with us and, among other things, not demand repayments of principal and interest until the business is

capable of making such payments.

We owe our secured

lender $1,000,000 at April 30, 2021.

Our lender holds a term note bearing interest at an annual rate of 8%.

We have not paid interest

on the note and it accrues each month.

We have a loan and security agreement (the “Loan”) with the lender for a maximum amount

of $1,250,000.

The maturity date of our loan from the lender is April 30, 2022.

To secure the payment

of all obligations to the lender, the Company granted to the lender a continuing security interest and first lien on all of the assets

of the Company.

In connection with

the Loan, the Company has agreed to certain restrictive covenants, including, among others, that the Company may not convey, sell lease,

transfer or otherwise dispose of any part of its business or property, except as permitted in the agreement, dissolve, liquidate or merge

with any other party unless, in the case of a merger, the Company is the surviving entity, incur any indebtedness except as defined in

the agreement, create or allow a lien on any of its assets or collateral that has been pledged to the lender, make any loans to any person,

except for prepaid items or deposits incurred in the ordinary course of business, or make any material capital expenditures.

We may make acquisitions

or form joint ventures that are unsuccessful.

ability to grow is partially dependent on our ability to successfully acquire other companies, which creates substantial risk.

to pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions;

because of our limited funds, we may not be able to purchase those companies that we have identified as potential acquisition

Additionally, we may have difficulty managing post-closing issues such as the integration into our corporate structure.

Integration issues are complex, time consuming and expensive and, without proper planning and implementation, could significantly

disrupt our business, including, but not limited to, the diversion of management's attention, the loss of key business and/or

personnel from the acquired company, unanticipated events, and legal liabilities.

expect to pay dividends and investors should not buy our common stock expecting to receive dividends.

paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable

however, because

of our limited funds, we may not be able to purchase those companies that we have identified as potential acquisition candidates.

Additionally,

we may have difficulty managing post-closing issues such as the integration into our corporate structure.

Integration issues are complex,

time consuming and expensive and, without proper planning and implementation, could significantly disrupt our business, including, but

not limited to, the diversion of management's attention, the loss of key business and/or personnel from the acquired company, unanticipated

events, and legal liabilities.

We do not expect

to pay dividends and investors should not buy our common stock expecting to receive dividends.

We have not paid

any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable future.

Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates.

You should not purchase our common stock expecting to receive cash dividends.

Since we do not pay dividends, and if we are not

successful in having our shares listed or quoted on an exchange, then you may have a limited ability to liquidate or receive any

payment on your investment.

Therefore our failure to pay dividends may cause you to not see any return on your investment even

if we are successful in our business operations.

In addition, because we do not pay dividends we may have trouble raising additional

funds, which could affect our ability to expand our business operations.

stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your shares.

of our stock is subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide

extensive disclosure to their customers prior to executing trades in penny stocks.

These disclosure requirements may cause a reduction

in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their

generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities

exchanges or quoted on the NASDAQ system).

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 also must 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.

The broker-dealer

must also 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 requirements may have the effect of reducing the level of trading

activity, if any, in the secondary market for a security that becomes subject to the penny stock rules.

The additional burdens

imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities,

which could severely limit their market price and liquidity of our securities.

These requirements may restrict the ability of

broker-dealers to sell our common stock and may affect your ability to resell our common stock.

growth depends on our ability to develop and retain customers.

growth depends to a large extent on our ability to effectively anticipate and adapt to customer requirements and offer services

that meet customer demands.

If we are unable to attract new customers and/or retain new customers, our business, results of operations

and financial condition may be materially adversely affected.

need to attract, train and retain additional highly qualified senior executives and technical and managerial personnel in the

to seek technical and managerial staff members, although we have limited resources to compensate them until we have raised additional

capital or developed a business that generates consistent cash flow from operations.

We believe it is important to negotiate with

potential candidates and, if appropriate, engage them on a part-time basis or on a project basis and compensate them at least

partially, with stock-based compensation, when appropriate.

You should not

purchase our common stock expecting to receive cash dividends.

Since we do not pay dividends, and if we are not successful in having

our shares listed or quoted on an exchange, then you may have a limited ability to liquidate or receive any payment on your investment.

Therefore our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business

In addition, because we do not pay dividends we may have trouble raising additional funds, which could affect our ability

to expand our business operations.

Our future growth

depends on our ability to develop and retain customers.

Our future growth

depends to a large extent on our ability to effectively anticipate and adapt to customer requirements and offer services that meet customer

If we are unable to attract new customers and/or retain new customers, our business, results of operations and financial condition

may be materially adversely affected.

We will need to

attract, train and retain additional highly qualified senior executives and technical and managerial personnel in the future.

We continue to seek

technical and managerial staff members, although we have limited resources to compensate them until we have raised additional capital

or developed a business that generates consistent cash flow from operations.

We believe it is important to negotiate with potential candidates

and, if appropriate, engage them on a part-time basis or on a project basis and compensate them at least partially, with stock-based

compensation, when appropriate.

There is a high demand for highly trained and managerial staff members.

If we are not able to fill these positions, it may have an adverse affect on our business.

conduct future offerings of our common stock and pay debt obligations with our common and preferred stock which may diminish our

investors’

If we are not able to fill these

positions, it may have an adverse effect on our business.

We may conduct

future offerings of our common stock and pay debt obligations with our common and preferred stock which may diminish our investors’

pro rata ownership and depress our stock price.

the right to make future offers and sales, either public or private, of our securities, including shares of our common stock or

securities convertible into common stock at prices differing from the price of the common stock previously issued.

that any such future sales of securities are affected or we use our common stock to pay principal or interest on our debt obligations,

an investor’s pro rata ownership interest may be reduced to the extent of any such future sales.

UNRESOLVED STAFF

We reserve the right

to make future offers and sales, either public or private, of our securities, including shares of our common stock or securities convertible

into common stock at prices differing from the price of the common stock previously issued.

In the event that any such future sales of

securities are affected or we use our common stock to pay principal or interest on our debt obligations, an investor’s pro rata

ownership interest may be reduced to the extent of any such future sales.

UNRESOLVED STAFF COMMENTS

We are a smaller

1 unchanged sentence

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