What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-03-31 compared with 2021-03-22 · 1336 added, 629 removed, 62 unchanged (97% of the section changed)

risk factors in this section describe the material risks to our business, prospects, results of operations, financial condition

or cash flows, and should be considered carefully.

In addition, these factors constitute our cautionary statements under the Private

Securities Litigation Reform Act of 1995 and could cause our actual results to differ materially from those projected in any forward-looking

statements (as defined in such act) made in this annual report on Form 10-K.

Investors should not place undue reliance on any

such forward-looking statements.

Any statements that are not historical facts and that express, or involve discussions as to,

expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use

of words or phrases such as “will likely result,”

“are expected to,”

“will continue,”

anticipated,”

“estimated,”

“intends,”

“plans,”

“believes”

and “projects”)

may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from

those expressed in the forward-looking statements.

any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update

any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect

the occurrence of anticipated or unanticipated events or circumstances.

New factors emerge from time to time, and it is not possible

for us to predict all of such factors.

Further, we cannot assess the impact of each such factor on our results of operations or

the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained

in any forward-looking statements.

investment in our securities involves a high degree of risk.

You should consider carefully all of the risks described below, together

with the other information contained in this Annual Report on Form 10-K, before making a decision to invest in our securities.

factors in this section describe the material risks to our business, prospects, results of operations, financial condition or cash flows,

and should be considered carefully.

In addition, these factors constitute our cautionary statements under the Private Securities Litigation

Reform Act of 1995 and could cause our actual results to differ materially from those projected in any forward-looking statements (as

defined in such act) made in this Annual Report on Form 10-K.

Investors should not place undue reliance on any such forward-looking statements.

Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives,

assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result,”

“are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,”

“plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties

which could cause actual results to differ materially from those expressed in the forward-looking statements.

any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any

forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence

of anticipated or unanticipated events or circumstances.

New factors emerge from time to time, and it is not possible for us to predict

all of such factors.

Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any

factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

of Risk Factors

Related to Our Business

have a history of net losses and we are uncertain about our future profitability.

chain and shipping disruptions have resulted in shipping delays, a significant increase in shipping costs, and could increase product

costs and result in lost sales, which may have a material adverse effect on our business, operating results and financial condition.

dependence on key suppliers puts us at risk of interruptions in the availability of our products, which could reduce our revenue

and adversely affect our results of operations.

business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global

economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

may need to raise additional capital to grow our business and satisfy our anticipated future liquidity needs, and we may not be able

to raise it on terms acceptable to us, or at all.

investment in our business, strategic acquisitions and investments, as well as our focus on long-term performance, and on maintaining

the health of our new e-commerce ecosystem, may negatively affect our margins and our net income, if any.

Concentration

of ownership by our principal stockholders may result in control by such stockholders of the composition of our board of directors.

will become subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements

and other obligations that could materially and adversely affect our business, financial condition and results of operations, as

well as the trading prices of our securities.

we are successful in implementing our business strategy we will generate and process a large amount of data, including personal data,

and the improper use or disclosure of data could result in regulatory investigations and penalties, and harm our reputation and have

a material adverse effect on the trading prices of our securities, our business and our prospects.

sales may be impacted should there be a disruption of service to our Amazon or Alibaba online storefronts.

and maintaining a trusted status of our online marketing presence or ecosystem will be critical to our viability and growth.

termination or material change in our relationship with Amazon or Alibaba could have a material adverse effect on our business, financial

condition, results of operations and prospects.

may not be able to maintain and improve our online marketing.

face challenges in expanding our international and cross-border businesses and operations.

are heavily reliant on the services of certain executive officers and the departure or loss of any of these officers could disrupt

our business.

significant portion of our revenues are from sales of products on Amazon and any limitation or restriction, temporarily or otherwise,

to sell on Amazon’s platform could have a material adverse impact to our business, results of operations, financial condition

and prospects.

logistics service providers used by our merchants fail to provide reliable logistics services, our business and prospects, as well

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

e-commerce platforms could be disrupted by network interruptions.

breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect personal,

confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and

adversely affect our financial condition and results of operations.

Non-compliance

with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce

our net operating revenues.

of tax compliance efforts that affect our merchants could materially and adversely affect our business, financial condition and results

of operations.

Related To Digital Assets

may lose our private keys to our digital wallets, causing a loss of all of our digital assets.

storage and custody of our digital assets that we may potentially acquire or hold in the future are subject to cybersecurity breaches

and adverse software events.

digital assets may be subject to loss, theft, hacking, fraud risks and restriction on access.

or fraudulent digital asset transactions may be irreversible.

and widespread use of digital assets is uncertain.

or entities with substantial holdings may engage in large-scale sales or distributions, either on non- market terms or in the ordinary

course, which could disproportionately and negatively affect the market, result in a reduction in the price of the digital asset

and materially and adversely affect the price of our common stock.

there has been limited precedent set for financial accounting for digital assets, the determinations that we have made for how to

account for digital assets transactions may be subject to change.

development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in digital assets

is subject to a variety of factors that are difficult to evaluate.

and financial institutions may not provide banking services, or may cut off services, to businesses that distribute digital assets,

provide digital asset-related services or that accept digital assets as payment.

may face risks of Internet disruptions, which could have a material adverse effect on the price of digital assets.

Related to Doing Business in China

in China’s economic, political or social conditions or government policies could have a material adverse effect on our business,

financial conditions and results of operations.

Uncertainties

with respect to China’s PRC legal system could adversely affect us.

litigation and negative publicity surrounding China-based companies listed in the United States may negatively impact the trading

price of our securities.

in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

Related to Our Business

have a history of net losses and we are uncertain about our future profitability.

have incurred significant net losses since our inception.

For the years ended December 31, 2020, 2019, and 2018, we have incurred

net losses of $2.7 million, $1.4 million, and $1.2 million, respectively.

As of December 31, 2020, we had an accumulated deficit

of approximately $13.8 million.

If our revenue grows more slowly than currently anticipated, or if operating expenses are

higher than expected, we may be unable to consistently achieve profitability, our financial condition will suffer, and the value

of our common stock could decline.

Even if we are successful increasing our sales, we may incur losses in the foreseeable future

as we continue to develop and market our products.

sales revenue from any of our current products or any additional products that we develop in the future is insufficient, or if

our product development is delayed, we may be unable to achieve profitability and, in the event we are unable to secure financing

for prolonged periods of time, we may need to temporarily cease operations and, possible, shut them down altogether.

even if we are able to achieve profitability, we may be unable to sustain or increase such profitability on a quarterly or annual

basis, which would adversely impact our financial condition and significantly reduce the value of our common stock.

we are unable to continue as a going concern, our securities will have little or no value.

report of our independent registered public accounting firm that accompanies our audited consolidated financial statements for

the years ended December 31, 2020 and December 31, 2019 contain a going concern qualification in which such firm expressed substantial

doubt about our ability to continue as a going concern.

These factors raise substantial doubt about our ability to continue as

a going concern.

Our consolidated financial statements do not include any adjustments that might result if we are unable to continue

as a going concern.

If we are unable to continue as a going concern, holders of our securities might lose their entire

We plan to attempt to raise additional through one or more private placement or public offerings.

However, the doubts

raised relating to our ability to continue as a going concern may make our shares an unattractive investment for potential investors.

These factors, among others, may make it difficult to raise any additional capital and may cause us to be unable to continue to

operate our business.

For the years ended December 31, 2021, 2020, and 2019, we have incurred net

losses of $8.1 million, $2.8 million, and $1.4 million, respectively.

As of December 31, 2021, we had an accumulated deficit of $21,986,215.

If our revenue grows more slowly than currently anticipated, or if operating expenses are higher than

expected, we may be unable to consistently achieve profitability, our financial condition will suffer, and the value of our common stock

could decline.

Even if we are successful increasing our sales, we may incur losses in the foreseeable future as we continue to develop

and market our products.

If sales revenue from any of our current products or any additional products that we develop in the future is

insufficient, or if our product development is delayed, we may be unable to achieve profitability and, in the event we are unable to

secure financing for prolonged periods of time, we may need to temporarily cease operations and, possibly, shut them down altogether.

Furthermore, even if we are able to achieve profitability, we may be unable to sustain or increase such profitability on a quarterly

or annual basis, which would adversely impact our financial condition and significantly reduce the value of our common stock.

operations have been affected by the COVID-19 pandemic.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic

prompting government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel

and business closures.

The United States has entered a recession as a result of the COVID-19 pandemic, which may prolong and exacerbate

the negative impact on us.

Although we expect the availability of vaccines and various treatments with respect to COVID-19 to

have an overall positive impact on business conditions in the aggregate over time, the exact timing of these positive developments

is uncertain.

In December 2020, the United States began distributing two vaccines that, in addition to other vaccines under development,

are expected to help to reduce the spread of the coronavirus that causes COVID-19 once they are widely distributed.

If the vaccines

prove less effective than currently understood by the scientific community and the United States Food and Drug Administration,

or if there are problems with the acceptance, availability, timing or other difficulties with widely distributing the vaccines,

the pandemic may last longer, and could continue to impact our business for longer, than we currently expect.

In response to COVID-19,

governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions,

prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter in place orders and recommendations

to practice social distancing.

Although many governmental measures have had specific expiration dates, some of those measures

have already been extended more than once, and there is considerable uncertainty regarding the duration of such measures and the

implementation of any potential future measures, especially if cases increase again across the United States, with the potential

for additional challenges resulting from the emergence of new variants of COVID-19, some of which may be more transmissible than

the initial strain.

Such measures have impacted, and may continue to affect, our workforce, operations, suppliers and customers.

We reduced the size of our workforce following the onset of COVID-19 and may need to take additional actions to further reduce

the size of our workforce in the future;

such reductions incur costs, and we can provide no assurance that we will be able to

rehire our workforce in the event our business experiences a subsequent recovery.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic prompting

government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel and business

Although we expect the availability of vaccines and various treatments with respect to COVID-19 to have an overall positive

impact on business conditions in the aggregate over time, the exact timing of these positive developments is uncertain.

In December 2020,

the United States began distributing two vaccines that, in addition to other vaccines under development, are expected to help to reduce

the spread of the coronavirus that causes COVID-19 once they are widely distributed.

If the vaccines prove less effective than currently

understood by the scientific community and the United States Food and Drug Administration, or if there are problems with the acceptance,

availability, timing or other difficulties with widely distributing the vaccines, the pandemic may last longer, and could continue to

impact our business for longer, than we currently expect.

In response to COVID-19, governmental authorities have implemented numerous

measures to try to contain the virus, such as travel bans and restrictions, prohibitions on group events and gatherings, shutdowns of

certain businesses, curfews, shelter in place orders and recommendations to practice social distancing.

Although many governmental measures

have had specific expiration dates, some of those measures have already been extended more than once, and there is considerable uncertainty

regarding the duration of such measures and the implementation of any potential future measures, especially if cases increase again across

the United States, with the potential for additional challenges resulting from the emergence of new variants of COVID-19, some of which

may be more transmissible than the initial strain.

Such measures have impacted, and may continue to affect, our workforce, operations,

suppliers and customers.

We reduced the size of our workforce following the onset of COVID-19 and may need to take additional actions

to further reduce the size of our workforce in the future;

such reductions incur costs, and we can provide no assurance that we will

be able to rehire our workforce in the event our business experiences a subsequent recovery.

We took steps to curtail our operating expenses

and conserve cash.

We may elect or need to take additional remedial measures in the future as the information available to us

continues to develop, including with respect to our workforce, relationships with our third-party vendors, and our customers.

There is no certainty that the remedial measures we have implemented to date, or any additional remedial steps we may take in

the future, will be sufficient to mitigate the risks posed by COVID-19.

Further, such measures could potentially materially adversely

affect our business, financial condition and results of operations and create additional risks for us.

Any escalation of COVID-19

cases across many of the markets we serve could have a negative impact on us.

Specifically, we could be adversely impacted by

limitations on our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring

our stores to close or employees to remain at home;

We may elect or need to take additional remedial measures in the future as the information available to us continues

to develop, including with respect to our workforce, relationships with our third-party vendors, and our customers.

There is no certainty

that the remedial measures we have implemented to date, or any additional remedial steps we may take in the future, will be sufficient

to mitigate the risks posed by COVID-19.

Further, such measures could potentially materially adversely affect our business, financial

condition and results of operations and create additional risks for us.

Any escalation of COVID-19 cases across many of the markets we

serve could have a negative impact on us.

Specifically, we could be adversely impacted by limitations on our employees to perform their

work due to illness caused by the pandemic or local, state, or federal orders requiring our stores to close or employees to remain at

limitation of carriers to deliver our product to customers;

product shortages;

limitations on the ability of our customers to conduct their business and purchase our products and services;

and limitations

on the ability of our customers to pay us in a timely manner.

These events could have a material, adverse effect on our results

of operations, cash flows and liquidity.

ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results,

will depend on future developments.

The resumption of our normal business operations may be delayed or constrained by lingering

effects of COVID-19 on our customers, suppliers and/or third-party service providers.

Furthermore, the extent to which our mitigation

efforts are successful, if at all, is not currently ascertainable.

Due to the daily evolution of the COVID-19 pandemic and the

responses to curb its spread, we cannot predict the full impact of the COVID-19 pandemic on our business and results of operations,

but our business, financial condition, results of operations and cash flows have already been materially adversely impacted, and

we anticipate they will continue to be adversely affected by the COVID-19 pandemic and its negative effects on global economic

Any recovery from the COVID-19 pandemic and related economic impact may also be slowed or reversed by a variety of

factors, such as any increase in COVID-19 infections.

Even after the COVID-19 pandemic has subsided, we may continue to experience

adverse impacts to our business as a result of its national and, to some extent, global economic impact, including the current

recession and any recession that may occur in the future.

limitations on the ability of our customers to conduct

their business and purchase our products and services;

and limitations on the ability of our customers to pay us in a timely manner.

These events could have a material, adverse effect on our results of operations, cash flows and liquidity.

ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results, will

depend on future developments.

The resumption of our normal business operations may be delayed or constrained by lingering effects of

COVID-19 on our customers, suppliers and/or third-party service providers.

Furthermore, the extent to which our mitigation efforts are

successful, if at all, is not currently ascertainable.

Due to the daily evolution of the COVID-19 pandemic and the responses to curb

its spread, we cannot predict the full impact of the COVID-19 pandemic on our business and results of operations, but our business, financial

condition, results of operations and cash flows have already been materially adversely impacted, and we anticipate they will continue

to be adversely affected by the COVID-19 pandemic and its negative effects on global economic conditions.

Any recovery from the COVID-19

pandemic and related economic impact may also be slowed or reversed by a variety of factors, such as any increase in COVID-19 infections.

Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its national

and, to some extent, global economic impact, including the current recession and any recession that may occur in the future.

success of our business depends on our global operations, including our supply chain and consumer demand, among other things.

As a result of COVID-19, we have experienced shortages in inventory due to manufacturing issues, a reduction in the volume of

sales in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown

related issues.

Our results of operations for the year ended December 31, 2020 reflect this impact;

however, we expect that this

trend may continue and the full extent of the impact is unknown.

In recent months, some governmental agencies in the US and Europe,

where we produce the largest percentage of our sales, have lifted certain restrictions.

However, if customer demand continues

to be low, our future equipment sales, subscriber activations and sales margin will be impacted.

dependence on key suppliers puts us at risk of interruptions in the availability of our products, which could reduce our revenue

and adversely affect our results of operations.

In addition, increases in prices for components used in our products could adversely

affect our results of operations.

require the timely delivery of products provided by our suppliers, some of which are custom made, to ensure our ongoing sales

revenue is not adversely affected.

For reasons of quality assurance, cost effectiveness or availability, we procure certain products

from a single or limited number of suppliers.

We generally acquire such products through purchase orders placed in the ordinary

course of business, and as a result we may not have a significant inventory of these products and generally do not have any guaranteed

or contractual supply arrangements with many of these suppliers.

Our reliance on these suppliers subjects us to risks that could

harm our business, including, but not limited to, difficulty locating and qualifying alternative suppliers and limited control

over pricing, availability, quality and delivery schedules.

Suppliers of products may decide, or be required, for reasons beyond

our control, to cease supplying materials and components to us or to raise their prices.

Shortages of materials, quality control

problems, production capacity constraints or delays by our suppliers could negatively affect our ability to meet our production

requirements and result in increased prices for affected products.

We may also face delays, yield issues and quality control problems

if we are required to locate and secure new sources of supply.

Any material shortage, constraint or delay may result in delays

in shipments of our products, which could materially adversely affect our results of operations.

Increases in prices for materials

and components used in our products could also materially adversely affect our results of operations.

United Kingdom’s departure from the EU could adversely affect us.

sell our products and services in the United Kingdom (the “UK”) and throughout Europe.

In particular, the UK is one

of our largest markets in Europe for product and airtime sales.

On June 23, 2016, the UK voted in an advisory referendum for the

UK to leave the European Union (the “EU”) and, subsequently, on March 29, 2017, the UK government began the formal

process of leaving the EU (“Brexit”).

of COVID-19, we have experienced shortages in inventory due to manufacturing and logistics issues, a reduction in the volume of sales

in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel.

Our results of operations

for the year ended December 31, 2021 reflect this impact;

however, we expect that this trend may continue, and the full extent

of the impact is unknown.

In recent months, some governmental agencies in the US and Europe, where we produce the largest percentage

of our sales, have lifted certain restrictions.

However, if customer demand continues to be low, our future equipment sales, subscriber

activations and sales margin will be impacted.

occurrence of a widespread health epidemic or other outbreaks or natural disasters could have a material adverse effect on our business,

financial condition and results of operations.

business could be materially and adversely affected by the outbreak of a widespread health epidemic, such as swine flu, avian influenza,

severe acute respiratory syndrome, or SARS, Ebola, Zika or COVID-19;

natural disasters, such as snowstorms, earthquakes, fires or floods;

or other events, such as wars, acts of terrorism, environmental accidents, power shortages or communication interruptions.

The occurrence

of a disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments could materially disrupt our

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

For example, these events could cause a temporary closure of the facilities we use for our operations or severely impact consumer behaviors

and the operations of merchants, business partners and other participants in our ecosystem.

Our operations could also be disrupted if

any of our employees or employees of our business partners were suspected of contracting an epidemic disease, since this could require

us or our business partners to quarantine some or all of these employees or disinfect the facilities used for our operations.

our revenue and profitability could be materially reduced to the extent that a natural disaster, health epidemic or other outbreak harms

the global economy in general.

chain and shipping disruptions have resulted in shipping delays, a significant increase in shipping costs, and could increase product

costs and result in lost sales, which may have a material adverse effect on our business, operating results and financial condition.

chain disruptions, resulting from factors such as the COVID-19 pandemic, labor supply and shipping container shortages, have impacted,

and may continue to impact, us and our third-party manufacturers and suppliers.

These disruptions have impacted our ability to receive

products from manufacturers and suppliers, to distribute our products to our customers in a cost-effective and timely manner and to meet

customer demand, all of which could have an adverse effect on our financial condition and results of operations.

we have taken steps to minimize the impact of these disruptions, there can be no assurances that further unforeseen events impacting

the supply chain will not have a material adverse effect on us in the future.

Additionally, the impact that supply chain disruptions

have on our manufacturers and suppliers are not within our control.

It is not currently possible to predict how long it will take for

these supply chain disruptions to cease or ease.

Prolonged supply chain disruptions impacting us and our manufacturers and suppliers

could interrupt product manufacturing, increase raw material and product lead times, increase raw material and product costs, impact

our ability to meet customer demand and result in lost sales, all of which could have a material adverse effect on our business, financial

condition and results of operations.

dependence on key suppliers puts us at risk of interruptions in the availability of our products, which could reduce our revenue and

adversely affect our results of operations.

In addition, increases in prices for components used in our products could adversely affect

our results of operations.

require the timely delivery of products provided by our suppliers, some of which are custom made, to ensure our ongoing sales revenue

is not adversely affected.

For reasons of quality assurance, cost effectiveness or availability, we procure certain products from a single

or limited number of suppliers.

We generally acquire such products through purchase orders placed in the ordinary course of business,

and as a result we may not have a significant inventory of these products and generally do not have any guaranteed or contractual supply

arrangements with many of these suppliers.

Our reliance on these suppliers subjects us to risks that could harm our business, including,

but not limited to, difficulty locating and qualifying alternative suppliers and limited control over pricing, availability, quality

and delivery schedules.

Suppliers of products may decide, or be required, for reasons beyond our control, to cease supplying materials

and components to us or to raise their prices.

Shortages of materials, quality control problems, production capacity constraints or delays

by our suppliers could negatively affect our ability to meet our production requirements and result in increased prices for affected

We may also face delays, yield issues and quality control problems if we are required to locate and secure new sources of supply.

Any material shortage, constraint or delay may result in delays in shipments of our products, which could materially adversely affect

our results of operations.

Increases in prices for materials and components used in our products could also materially adversely affect

our results of operations.

are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by

geopolitical instability due to the ongoing military conflict between Russia and Ukraine.

Our business, financial condition and results

of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from

the conflict in Ukraine or any other geopolitical tensions.

and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the

military conflict between Russia and Ukraine.

On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported.

Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market

disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business.

In addition, Russian

military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability

and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.

of the above-mentioned factors could affect our business, prospects, financial condition, and operating results.

The extent and

duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.

such disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K.

United Kingdom’s departure from the EU could adversely affect us.

sell our products and services in the United Kingdom (the “UK”) and throughout Europe.

In particular, the UK is one of our

largest markets in Europe for product and airtime sales.

On June 23, 2016, the UK voted in an advisory referendum for the UK to leave

the European Union (the “EU”) and, subsequently, on March 29, 2017, the UK government began the formal process of leaving

the EU (“Brexit”).

The UK withdrew from the EU on January 31, 2020.

Effective January 1, 2021,

the EU and UK entered into the Trade and Cooperation Agreement regarding trade policies and other political and strategic issues.

The future consequences of Brexit are unknown at this time, but Brexit has created legal, regulatory, and currency risk that may

have a materially adverse impact on our business.

Furthermore, this uncertainty could negatively impact the economies of other

countries in which we operate.

Effective January 1, 2021, the EU and UK entered into

the Trade and Cooperation Agreement regarding trade policies and other political and strategic issues.

The future consequences of Brexit

are unknown at this time, but Brexit has created additional administrative burden and legal, regulatory, and currency risk that may have

a materially adverse impact on our business.

Furthermore, this uncertainty could negatively impact the economies of other countries in

which we operate.

decision by British voters to exit the European Union may negatively impact our operations, pricing and profitability.

June 2016 referendum by British voters to exit the European Union (“Brexit”) adversely impacted global markets and

resulted in a sharp decline in the value of the British pound, as compared to the U.S.

June 2016 referendum by British voters to exit the European Union adversely impacted global markets and resulted in a sharp decline in

the value of the British pound, as compared to the U.S.

dollar and other currencies.

the U.K.’s departure from the European Union on December 31, 2020 volatility in exchange rates and in U.K.

interest rates

may continue.

In the near term, a weaker British pound compared to the U.S.

dollar during a reporting period causes local currency

results of our U.K.

operations to be translated into fewer U.S.

a weaker British pound compared to other currencies increases

the cost of goods imported into our U.K.

operations and may decrease the profitability of our U.K.

Following the U.K.’s departure from the European

Union on December 31, 2020 volatility in exchange rates and in U.K.

interest rates may continue.

In the near term, a weaker British pound

compared to the U.S.

dollar during a reporting period causes local currency results of our U.K.

operations to be translated into fewer

a weaker British pound compared to other currencies increases the cost of goods imported into our U.K.

operations and may

decrease the profitability of our U.K.

and a higher U.K.

interest rate may have a dampening effect on the U.K.

In the longer term, any impact from Brexit on our U.K.

will depend, in part, on the effect of the trade and regulatory terms of the Brexit agreement announced on December 23, 2020 and

which took effect on January 1, 2021.

may need to raise additional capital to grow our business and satisfy our anticipated future liquidity needs, and we may not be

able to raise it on terms acceptable to us, or at all.

and operating our business will require significant cash outlays, liquidity reserves and capital expenditures and commitments

to respond to business challenges, including developing or enhancing new or existing products.

As of December 31, 2020,

we had cash on hand of $728,762.

If cash on hand, cash generated from operations, and the net proceeds from this offering

are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital, potentially through debt or equity

To the extent that we raise additional capital through the sale of additional equity or convertible securities, your

ownership interest may be diluted, and the terms of these securities may include liquidation or other preferences that adversely

affect your rights as a stockholder.

Debt financing, if available, would result in increased fixed payment obligations and a portion

of our operating cash flows, if any, being dedicated to the payment of principal and interest on such indebtedness.

debt financing may involve agreements that include restrictive covenants that impose operating restrictions, such as restrictions

on the incurrence of additional debt, the making of certain capital expenditures or the declaration of dividends.

Any additional

fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop

and commercialize our products.

Even if we believe we have sufficient funds for our current or future operating plans, we may

seek additional capital if market conditions are favorable or in light of specific strategic considerations.

If we are unable

to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research

or product candidate development programs or the commercialization of any product candidate or be unable to expand our operations

or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, operating results

and prospects and cause the price of the common stock to decline.

the longer term, any impact from Brexit on our U.K.

operations will depend, in part, on the effect of the trade and regulatory terms

of the Brexit agreement announced on December 23, 2020 and which took effect on January 1, 2021.

exchange rate fluctuations may affect our results of operations.

the extent that we are successful in broadening the reach of our online e-commerce marketing into other countries we will have transactions

denominated in an increasing number and variety of currencies.

We will be subject to currency exchange rate risk to the extent that our

costs are denominated in currencies other than those in which we earn revenues.

Fluctuations in currency exchange rates may therefore

have an impact on our results as expressed in U.S.

There can be no assurance that currency exchange rate fluctuations will not

adversely affect our results of operations, financial condition and cash flows.

While the use of currency hedging instruments may provide

us with protection from adverse fluctuations in currency exchange rates, by utilizing these instruments we potentially forego the benefits

that might result from favorable fluctuations in currency exchange rates.

may need to raise additional capital to grow our business and satisfy our anticipated future liquidity needs, and we may not be able

to raise it on terms acceptable to us, or at all.

and operating our business will require significant cash outlays, liquidity reserves and capital expenditures and commitments to respond

to business challenges, including developing or enhancing new or existing products.

As of December 31, 2021, we had cash on hand of $17,267,978.

If cash on hand, cash generated from operations, and the net proceeds from prior offerings are not sufficient to meet our cash and liquidity

needs, we may need to seek additional capital, potentially through debt or equity financings.

To the extent that we raise additional

capital through the sale of additional equity or convertible securities, your ownership interest may be diluted, and the terms of these

securities may include liquidation or other preferences that adversely affect your rights as a stockholder.

Debt financing, if available,

would result in increased fixed payment obligations and a portion of our operating cash flows, if any, being dedicated to the payment

of principal and interest on such indebtedness.

In addition, debt financing may involve agreements that include restrictive covenants

that impose operating restrictions, such as restrictions on the incurrence of additional debt, the making of certain capital expenditures

or the declaration of dividends.

Any additional fundraising efforts may divert our management from their day-to-day activities, which

may adversely affect our ability to develop and commercialize our products.

Even if we believe we have sufficient funds for our current

or future operating plans, we may seek additional capital if market conditions are favorable or in light of specific strategic considerations.

If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of

our research or product candidate development programs or the commercialization of any product candidate or be unable to expand our operations

or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, operating results and

prospects and cause the price of the common stock to decline.

investment in our business, strategic acquisitions and investments, as well as our focus on long-term performance, and on maintaining

the health of our new e-commerce ecosystem, may negatively affect our margins and our net income, if any.

will continue to increase our spending and investments in our business, including in organic development and growth of new businesses,

strategic acquisitions and other initiatives.

Investments in our business include:

and enhancing our core e-commerce offerings, including our marketplaces and new formats and features, our logistics network and capacities,

our merchandising and supply chain capabilities, consumer services business, and international businesses;

our merchants, acquiring and retaining users and enhancing consumer experience and user engagement;

strengthening

and expanding various facilities and increasing our employee headcount;

and developing new technologies, including digital assets, and improving our technological infrastructure;

and cloud computing capacity;

new business initiatives.

we believe these investments are crucial to our viability and future growth, they will have the effect of increasing our costs and lowering

our margins and profit, and this effect may be significant in the short term and potentially over longer periods.

intend to make, strategic investments, acquisitions and joint ventures to further strengthen our business.

We may make strategic investments,

acquisitions and joint ventures in a range of areas either directly related to one or more of our businesses, or related to the infrastructure,

technology, services or products that support our businesses and marketing platforms.

Our strategic investments, acquisitions and joint

ventures may adversely affect our financial results, at least in the short term.

As a result of business or financial underperformance,

regulatory scrutiny or compliance reasons, we may need to divest interests in, or terminate business cooperation with, businesses and

entities in which we have invested capital and other resources, which may adversely affect our financial results, ability to conduct

investments in similar businesses, reputation and growth prospects, as well as the trading prices of our securities.

There can be no

assurance that we will be able to grow our acquired or invested businesses, or realize returns, benefits of synergies and growth opportunities

we expect in connection with these investments and acquisitions.

to maintain or improve our technology infrastructure could harm our business and prospects.

are in the process of upgrading our platforms to provide increased scale, improved performance, additional capacity and additional built-in

functionality, including functionality related to security.

Adopting new products and maintaining and upgrading our technology infrastructure

require significant investments of time and resources.

Any failure to maintain and improve our technology infrastructure could result

in unanticipated system disruptions, slower response times, impaired user experience and delays in reporting accurate operating and financial

If we experience problems with the functionality and effectiveness of our software, interfaces or platforms, or are unable

to maintain and continuously improve our technology infrastructure to handle our business needs, our business, financial condition, results

of operations and prospects, as well as our reputation and brand, could be materially and adversely affected.

addition, our technology infrastructure and services incorporate third-party developed software, systems and technologies, as well

as hardware purchased or commissioned from third-party and overseas suppliers.

As our technology infrastructure and services expand

and become increasingly complex, we face increasingly serious risks to the performance and security of our technology infrastructure

and services that may be caused by these third-party developed components, including risks relating to incompatibilities with these

components, service failures or delays or difficulties in integrating back-end procedures on hardware and software.

We also need to

continuously enhance our existing technology.

Otherwise, we face the risk of our technology infrastructure becoming unstable and

susceptible to security breaches.

This instability or susceptibility could create serious challenges to the security and

uninterrupted operation of our platforms and services, which would materially and adversely affect our business and

development is a long, expensive and uncertain process.

3 unchanged sentences

and processes are inherently speculative.

We have experienced numerous setbacks and delays in our research and development efforts

and may encounter further obstacles in the course of the development of additional technologies and products.

We may not be able

to overcome these obstacles or may have to expend significant additional funds and time.

Technical obstacles and challenges we

encounter in our research and development process may result in delays in or abandonment of product commercialization, may substantially

increase the costs of development, and may negatively affect our results of operations.

We have experienced numerous setbacks and delays in our research and development efforts and

may encounter further obstacles in the course of the development of additional technologies and products.

We may not be able to overcome

these obstacles or may have to expend significant additional funds and time.

Technical obstacles and challenges we encounter in our research

and development process may result in delays in or abandonment of product commercialization, may substantially increase the costs of

development, and may negatively affect our results of operations.

Concentration

of ownership by our principal stockholders may result in control by such stockholders of the composition of our board of directors.

existing principal stockholders, executive officers, directors and their affiliates beneficially own a significant number of our

outstanding shares of common stock.

In addition, such parties may acquire additional control by purchasing stock that we may issue

in connection with our future fundraising efforts.

Also, the holders of our convertible promissory notes, in the aggregate, upon

conversion at the holders’

option, at various conversion prices, would be issued 4,436,227 shares of our common stock.

a result, these current and future stockholders may now and in the future be able to exercise a significant level of control over

of March 28, 2022, our existing principal stockholders, executive officers, directors and their affiliates beneficially own approximately

39.5% of our outstanding shares of common stock, and our Executive Chairman and Chief Executive Officer, Charles M.

Fernandez received

a restricted stock award of 600,000 shares of our common stock on May 27, 2021 (which will vest in three equal installments over

three years).

In addition, such parties may acquire additional control by purchasing stock that we may issue in connection with our future

fundraising efforts.

As a result, these stockholders may now and in the future be able to exercise a significant level of control over

all matters requiring stockholder approval, including the election of directors.

This control could have the effect of delaying

or preventing a change of control of our company or changes in management and will make the approval of certain transactions difficult

or impossible without the support of these stockholders.

This control could have the effect of delaying or preventing

a change of control of our company or changes in management and will make the approval of certain transactions difficult or impossible

without the support of these stockholders.

technical development of our products does not guarantee successful commercialization.

may successfully complete the technical development for one or all of our product development programs, but still fail to develop

a commercially successful product for a number of reasons, including among others the following:

may successfully complete the technical development for one or all of our product development programs, but still fail to develop a commercially

successful product for a number of reasons, including among others the following:

to obtain the required regulatory approvals for their use;

6 unchanged sentences

of the products not aligning with or meeting customer needs.

success in the market for the products we develop will depend largely on our ability to prove our products’

capabilities.

Upon demonstration, our satellite ground stations and tracking devices may not have the capabilities they were designed to have

or that we believed they would have.

Furthermore, even if we do successfully demonstrate our products’

capabilities, potential

customers may be more comfortable doing business with a larger, more established, more proven company than us.

Moreover, competing

products may prevent us from gaining wide market acceptance of our products.

Significant revenue from new product investments

may not be achieved for a number of years, if at all.

companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability

to generate future revenue and profit.

do not believe that we infringe the proprietary rights of any third party, but claims of infringement are becoming increasingly

common and third parties may assert infringement claims against us.

It may be difficult or impossible to identify, prior to receipt

of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either

in the United States or in foreign jurisdictions.

Any such assertion may result in litigation or may require us to obtain a license

for the intellectual property rights of third parties.

If we are required to obtain licenses to use any third-party technology,

we would have to pay royalties, which may significantly reduce any profit on our products or may be prohibitively expensive and

prevent us from continuing to use that technology.

In addition, any such litigation, even if without merit, could be expensive

and disruptive to our ability to generate revenue or enter into new market opportunities.

If any of our products were found to

infringe other parties’

proprietary rights and we are unable to come to terms regarding a license with such parties, we

may be forced to modify our products to make them non-infringing, to pay substantial damages to our end users to discontinue their

use of or replace infringing technology sold to them with non-infringing technology, or to cease production of such products altogether.

success in the market for the products we develop will depend largely on our ability to prove our products’ capabilities.

demonstration, our satellite ground stations and tracking devices may not have the capabilities they were designed to have or that we

believed they would have.

Furthermore, even if we do successfully demonstrate our products’ capabilities, potential customers may

be more comfortable doing business with a larger, more established, more proven company than us.

Moreover, competing products may prevent

us from gaining wide market acceptance of our products.

Significant revenue from new product investments may not be achieved for a number

of years, if at all.

company compliance may make it more difficult to attract and retain officers and directors.

Sarbanes-Oxley Act and rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies.

As a public company, we expect these rules and regulations to increase our compliance costs in 2022 and beyond and to make certain activities

more time consuming and costly.

As a public company, we also expect that these rules and regulations may make it more difficult and expensive

for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage

or incur substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and

retain qualified persons to serve on our Board of Directors or as executive officers.

companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generate

future revenue and profit.

do not believe that we infringe the proprietary rights of any third party, but claims of infringement are becoming increasingly common

and third parties may assert infringement claims against us.

It may be difficult or impossible to identify, prior to receipt of notice

from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States

or in foreign jurisdictions.

Any such assertion may result in litigation or may require us to obtain a license for the intellectual property

rights of third parties.

If we are required to obtain licenses to use any third-party technology, we would have to pay royalties, which

may significantly reduce any profit on our products or may be prohibitively expensive and prevent us from continuing to use that technology.

In addition, any such litigation, even if without merit, could be expensive and disruptive to our ability to generate revenue or enter

into new market opportunities.

If any of our products were found to infringe other parties’ proprietary rights and we are unable

to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing, to pay substantial

damages to our end users to discontinue their use of or replace infringing technology sold to them with non-infringing technology, or

to cease production of such products altogether.

may not be able to protect our intellectual property rights .

rely on a combination of trademark, fair trade practice, patent, copyright and trade secret protection laws, as well as confidentiality

procedures and contractual provisions, to protect our intellectual property rights.

We may not be able to effectively protect our intellectual

property rights or to enforce our contractual rights.

In addition, policing any unauthorized use of our intellectual property is difficult,

time-consuming and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property.

In the event that we resort to litigation to enforce our intellectual property rights, this litigation could result in substantial costs

and a diversion of our managerial and financial resources.

can be no assurance that we will prevail in any litigation.

In addition, our trade secrets may be leaked or otherwise become available

to, or be independently discovered by, our competitors.

Any failure in protecting or enforcing our intellectual property rights could

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

Confidentiality

agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information,

and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other event,

could have a material adverse effect on our business.

and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other event, could have

a material adverse effect on our business.

addition to the protection afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect

proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce,

and any other elements of our product discovery and development processes that involve proprietary know-how, information, or technology

that is not covered by patents.

proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and

any other elements of our product discovery and development processes that involve proprietary know-how, information, or technology that

is not covered by patents.

Trade secrets, however, may be difficult to protect.

We seek to protect our proprietary processes,

in part, by entering into confidentiality agreements with our employees, consultants, advisors, contractors and collaborators.

Although we use reasonable efforts to protect our trade secrets, our employees, consultants, advisors, contractors, and collaborators

might intentionally or inadvertently disclose our trade secret information to competitors.

In addition, competitors may otherwise

gain access to our trade secrets or independently develop substantially equivalent information and techniques.

Furthermore, the

laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United

As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United

States and abroad.

If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties,

or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive

advantage in our market, which could materially adversely affect our business, operating results and financial condition.

We seek to protect our proprietary processes, in part,

by entering into confidentiality agreements with our employees, consultants, advisors, contractors and collaborators.

Although we use

reasonable efforts to protect our trade secrets, our employees, consultants, advisors, contractors, and collaborators might intentionally

or inadvertently disclose our trade secret information to competitors.

In addition, competitors may otherwise gain access to our trade

secrets or independently develop substantially equivalent information and techniques.

Furthermore, the laws of some foreign countries

do not protect proprietary rights to the same extent or in the same manner as the laws of the United States.

As a result, we may encounter

significant problems in protecting and defending our intellectual property both in the United States and abroad.

If we are unable to

prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property

by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially adversely

affect our business, operating results and financial condition.

a public company is expensive and administratively burdensome.

a public reporting company, we are subject to the information and reporting requirements of the Securities Act of 1933, as amended (the

“Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and other federal securities

laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act.

Complying with these laws and regulations

requires the time and attention of our Board of Directors and management and increases our expenses.

We estimate the Company will

incur approximately $200,000 to $300,000 annually in connection with being a public company.

other things, we are required to:

and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley

Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

and distribute periodic reports in compliance with our obligations under federal securities laws;

a more comprehensive compliance function, including with respect to corporate governance;

to a greater degree, our outside legal counsel and accountants in the above activities.

costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited

reports to stockholders are expensive and much greater than that of a privately-held company, and compliance with these rules and regulations

may require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase

in regulatory, legal and accounting expenses and the attention of management.

There can be no assurance that we will be able to comply

with the applicable regulations in a timely manner, if at all.

In addition, being a public company makes it more expensive for us to

obtain director and officer liability insurance.

In the future, we may be required to accept reduced coverage or incur substantially

higher costs to obtain this coverage.

will become subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements and

other obligations that could materially and adversely affect our business, financial condition and results of operations, as well as

the trading prices of our securities.

industries in which we plan to operate, including online and mobile commerce, digital media, digital assets, and entertainment and other

online content offerings, as well as certain important business processes, including those that may be deemed as relating to payment

and settlement of funds, are highly regulated.

Government authorities across the globe are likely to continue to issue new laws, rules

and regulations and enhance enforcement of existing laws, rules and regulations in these industries.

They have imposed, and may continue

to impose, requirements or restrictions relating to, among other things, the provision of certain regulated products or services through

platforms, new and additional licenses, permits and approvals, renewals and amendments of licenses, or governance or ownership structures,

on us or certain of our businesses and our users.

Failure to obtain and maintain such required licenses or approvals may materially and

adversely affect our business.

we are successful in implementing our business strategy we will generate and process a large amount of data, including personal data,

and the improper use or disclosure of data could result in regulatory investigations and penalties, and harm our reputation and have

a material adverse effect on the trading prices of our securities, our business and our prospects.

we are successful in implementing our business strategy we will generate and process a large amount of data.

Our privacy policies concerning

the collection, use and disclosure of personal data are posted on our platforms.

We face risks inherent in handling and protecting large

volumes of data, especially consumer data.

In particular, we face a number of challenges relating to data from transactions and other

activities on our platforms, including:

the data in and hosted on our system, including against attacks on our system or unauthorized use by outside parties or fraudulent

behavior or improper use by our employees;

concerns, challenges, negative publicity and litigation related to data privacy, collection, use and actual or perceived sharing

for promotional and other purposes (including sharing among our own businesses, with business partners or regulators, and concerns

among the public about the alleged discriminatory treatment adopted by Internet platforms based on user profile), safety, security

and other factors that may arise from our existing businesses or new businesses and technologies, such as new forms of data (for

example, biometric data, location information and other demographic information);

with applicable laws, rules and regulations relating to the collection (from users and other third-party systems or sources), use,

storage, transfer, disclosure and security of personal data, including requests from data subjects and regulatory and government

business is subject to complex and evolving domestic and international laws and regulations regarding privacy and data protection.

laws and regulations can be complex and stringent, and many are subject to change and uncertain interpretation, which could result in

claims, changes to our data and other business practices, regulatory investigations, penalties, increased cost of operations, or declines

in user growth or engagement, or otherwise affect our business.

authorities around the world have implemented and are considering further legislative and regulatory proposals concerning data protection.

New laws and regulations that govern new areas of data protection or impose more stringent requirements may be introduced in jurisdictions

where we may conduct business or may expand into.

It is possible that existing or newly- introduced laws and regulations, or their interpretation,

application or enforcement, could significantly affect the value of our data, force us to change our data and other business practices

and cause us to incur significant compliance costs.

we further expand our operations into international markets, we will be subject to additional laws in other jurisdictions where we operate

and where our consumers, users, merchants, customers and other participants are located.

The laws, rules and regulations of other jurisdictions

may be more comprehensive, detailed and nuanced in their scope, and may impose requirements and penalties that conflict with, or are

more stringent than, those to which we are currently subject.

In addition, these laws, rules and regulations may restrict the transfer

of data across jurisdictions, which could impose additional and substantial operational, administrative and compliance burdens on us,

and may also restrict our business activities and expansion plans, as well as impede our data-driven business strategies.

Complying with

laws and regulations for an increasing number of jurisdictions could require significant resources and costs.

nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

develop and sell products where insurance or indemnification may not be available, including:

and developing products using advanced and unproven technologies in intelligence and homeland security applications that are

intended to operate in high demand, high risk situations;

and developing products using advanced and unproven technologies in intelligence and homeland security applications that are intended

to operate in high demand, high risk situations;

and developing products to collect, distribute and analyze various types of information.

of certain of our products could result in loss of life or property damage.

Certain products may raise questions with respect

to issues of privacy rights, civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise

new legal issues.

Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed

or deployed may be available in certain circumstances but not in others.

We are not able to maintain insurance to protect against

all operational risks and uncertainties.

Substantial claims resulting from an accident, failure of our product, or liability arising

from our products in excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was

not obtained) could harm our financial condition, cash flows, and operating results.

Any accident, even if fully covered or insured,

could negatively affect our reputation among our customers and the public, and make it more difficult for us to compete effectively.

sales may be impacted should there be a disruption of service to our Amazon online storefronts.

Company’s Amazon online marketplaces represented approximately 73.3% and 56.9% of total sales for the years ended December

31, 2020 and 2019, respectively and we anticipate that these marketplaces will continue to represent a significant portion of

our sales for the foreseeable future.

Should there be a disruption of Amazon services or our ability to maintain storefronts with

Amazon, our sales will likely decrease and we would have to seek other distribution methods to sell our products online, which

may be costly.

are heavily reliant on David Phipps, our Chairman and Chief Executive Officer, and the departure or loss of David Phipps could

disrupt our business.

Company depends heavily on the continued efforts of David Phipps, Chairman, Chief Executive Officer and a director.

is the founder of GTC and is essential to the Company’s strategic vision and day-to-day operations and would be difficult

Certain products may raise questions with respect to issues

of privacy rights, civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise new legal issues.

Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be available

in certain circumstances but not in others.

We are not able to maintain insurance to protect against all operational risks and uncertainties.

Substantial claims resulting from an accident, failure of our product, or liability arising from our products in excess of any indemnity

or insurance coverage (or for which indemnity or insurance is not available or was not obtained) could harm our financial condition,

cash flows, and operating results.

Any accident, even if fully covered or insured, could negatively affect our reputation among our customers

and the public, and make it more difficult for us to compete effectively.

the year ended December 31, 2021, approximately 63.6% of our revenues are from sales of products on Amazon and any limitation or restriction,

temporarily or otherwise, to sell on Amazon’s platform could have a material adverse impact to our business, results of operations,

financial condition, and prospects.

Approximately

63.6% of our products are sold on Amazon and are subject to Amazon’s terms of service and various other Amazon seller policies

that apply to third parties selling products on Amazon’s marketplace.

Amazon’s terms of service provide, among other things,

that it may terminate or suspend its agreement with any seller or any of its services being provided to a seller at any time and for

In addition, if Amazon determines that any seller’s actions or performance, including ours, may result in violations

of its terms or policies, or create other risks to Amazon or to third parties, then Amazon may in its sole discretion withhold any payments

owed for as long as Amazon determines any related risk to Amazon or to third parties persist.

Further, if Amazon determines that any

seller’s, including our, accounts have been used to engage in deceptive, fraudulent or illegal activity, or that such accounts

have repeatedly violated its policies, then Amazon may in its sole discretion permanently withhold any payments owed.

In addition, Amazon

in its sole discretion may suspend a seller account and product listings if Amazon determines that a seller has engaged in conduct that

violates any of its policies.

Any limitation or restriction on our ability to sell on Amazon’s platform could have a material impact

on our business, results of operations, financial condition and prospects.

We also rely on services provided by Amazon’s fulfillment

platform which provides for expedited shipping to the consumer, an important aspect in the buying decision for consumers.

Any inability

to market our products for sale with delivery could have a material impact on our business, results of operations, financial condition

and prospects.

Failure to remain compliant with the fulfillment practices on Amazon’s platform could have a material impact

on our business, results of operations, financial condition and prospects.

sales may be impacted should there be a disruption of service to our Amazon or Alibaba online storefronts.

Company’s Amazon online marketplaces represented approximately 63.6% and 73.3% of total sales for the years ended December 31,

2021 and 2020, respectively.

In July 2021 we commenced sales through the Alibaba storefront.

We anticipate that these marketplaces will

represent a significant portion of our sales for the foreseeable future.

Should there be a disruption of Amazon or Alibaba services or

our ability to maintain storefronts with Amazon or Alibaba, our sales will likely decrease and we would have to seek other distribution

methods to sell our products online, which may be costly.

In addition, if and to the extent the cost structure of the Amazon marketplace

listing changes, such increase could have a material adverse effect on the Company’s sales through this platform.

and maintaining a trusted status of our online marketing presence or ecosystem will be critical to our viability and growth, and any

failure to do so could severely damage our reputation, which would have a material adverse effect on our business, financial condition,

results of operations and prospects.

loss of trust in our online presence could harm our reputation, and could result in consumers, merchants, brands, retailers, intellectual

property holders and other participants reducing their levels of activity, which could materially reduce our revenue and profitability,

Our ability to maintain trust in our online capabilities will based in large part upon:

quality, value and functionality of products and services offered;

reliability and integrity of our company and our e-commerce websites, as well as of the merchants,

developers, logistics providers, service providers, intellectual property holders and other participants in our ecosystem;

commitment to high levels of service;

safety, security and integrity of the data on our systems, and those of other participants on our e-commerce websites;

strength of our measures to protect consumers and intellectual property rights owners;

ability to provide reliable and trusted payment and escrow services through our arrangements with third party service providers.

current plans contemplate that we will expand our online marketing presence primarily via the Alibaba ecosystem.

Any termination or material

change in our relationship with Amazon or Alibaba could have a material adverse effect on our business, financial condition, results

of operations and prospects.

termination or material change in our relationship with Amazon or Alibaba could have a material adverse effect on our business, financial

condition, results of operations and prospects.

We expect that Alibaba will represent one of our primary online marketing channels.

adverse development in our relationship with these online markets could result in an immediate and significant adverse impact in our

online marketing presence, revenues, operating results and financial condition.

It could also result in a loss of trust by consumers,

merchants, brands, retailers, intellectual property holders and other participants reducing their levels of activity, which could further

materially reduce our revenues and profitability, if any.

may not be able to maintain or grow our revenue or our business.

revenue growth also depends on our ability to grow our core businesses, newly-developed businesses, as well as businesses that we may

acquire or which we may consolidate.

We are exploring and will continue to explore in the future new business initiatives, including

in industries and markets in which we have limited or no experience, as well as new business models, that may be untested, including

digital assets.

Developing new businesses, initiatives and models requires significant investments of time and resources, and may present

new and difficult technological, operational and compliance challenges.

Particularly in the e-commerce space, we face various challenges

while facilitating the convergence of online and offline retail and digitalization of offline business operations.

Many of these challenges

may be specific to business areas with which we do not have sufficient experience.

Also, as we grow our direct sales businesses, we face

new and increased risks, such as risks relating to inventory procurement and management, including failure to stock sufficient inventory

to meet demands or additional costs or write-offs resulting from overstocking, supply chain management, accounts receivable and related

potential impairment charges, as well as new and heightened regulatory requirements and increased liabilities to which we are subject

as operators of direct sales businesses, including those relating to consumer protection, customs and permits and licenses, and allegations

of unfair business practices.

Failure to adequately address these and other risks and challenges relating to our direct sales business

may harm our relationship with customers and consumers, adversely affect our business and results of operations and subject us to regulatory

scrutiny or liabilities.

We may encounter difficulties or setbacks in the execution of various growth strategies, and those strategies

may not generate the returns we expect within the timeframe we anticipate, or at all.

In addition, our overall revenue growth may slow

or our revenues may decline for other reasons, including increasing customer acquisition costs, increasing competition, disruptions to

the global economy from pandemics, natural disasters or other events, as well as changes in the geopolitical landscape, government policies

or general economic conditions.

As our revenue grows to a higher base level, our revenue growth rate may slow in the future.

we are unable to compete effectively, our business, financial condition and results of operations would be materially and adversely affected.

face intense competition from established Internet companies, as well as from global and regional e-commerce players.

These areas of

our business are subject to rapid market change, the introduction of new business models, and the entry of new and well-funded competitors.

Increased investments made and lower prices offered by our competitors may require us to divert significant managerial, financial and

human resources in order to remain competitive, and ultimately may reduce our market share and negatively impact the profitability of

our business.

ability to compete depends on a number of factors, some of which may be beyond our control, including alliances, acquisitions or consolidations

within our industries that may result in stronger competitors, technological advances, shifts in customer preferences and changes in

the regulatory environment in the markets we operate.

Existing and new competitors may leverage their established platforms or market

positions, or introduce innovative business models or technologies, to launch highly-engaging content, products or services that may

attract a large user base and achieve rapid growth, which may make it more challenging for us to acquire new customers and materially

and adversely affect our business expansion and results of operations.

we are not able to compete effectively, the level of economic activity and user engagement in our ecosystem may decrease and our market

share and profitability may be negatively affected, which could materially and adversely affect our business, financial condition and

results of operations, as well as our reputation and brand.

may not be able to maintain and improve our online marketing, which could negatively affect our business and prospects.

ability to maintain a healthy and vibrant ecosystem among consumers, merchants, brands, retailers, Intellectual Property holders and

other participants is critical to our success.

The extent to which we are able to create, maintain and strengthen these market channels

depends on our ability to:

secure and open e-commerce websites for all participants and balance the interests of these participants;

a wide range of high-quality product offerings to consumers;

and retain a wide range of consumers, merchants, brands and retailers;

effective technologies, infrastructure and services that meet the evolving needs of consumers, merchants, brands, retailers and other

ecosystem participants;

secure and trusted payment settlement services;

user concerns with respect to data security and privacy;

our logistics data and coordinate fulfillment and delivery services with logistics service providers;

and retain third-party service providers that are able to provide quality services on commercially reasonable terms to our merchants,

brands, retailers and other ecosystem participants;

the quality of our customer service;

adapting to the changing demands of the market.

addition, changes we make to our current operations to enhance and improve our online presence or to comply with regulatory requirements

may be viewed positively from one participant group’s perspective, such as consumers, but may have negative effects from another

group’s perspective, such as merchants.

If we fail to balance the interests of all participants in our ecosystem, consumers, merchants,

brands, retailers and other participants may spend less time, mind share and resources on our platforms and may conduct fewer transactions

or use alternative platforms, any of which could result in a material decrease in our revenue and net income.

we are not able to continue to innovate or if we fail to adapt to changes in our various industries, our business, financial condition

and results of operations would be materially and adversely affected.

e-commerce business is subject to rapidly changing technology, evolving industry standards, new mobile apps and protocols, new products

and services, new media and entertainment content – including user-generated content – and changing user demands and trends.

Furthermore, our domestic and international competitors are continuously developing innovations in personalized search and recommendation,

online shopping and marketing, communications, social networking, entertainment, logistics and other services, to enhance user experience.

The changes and developments taking place in our industry may also require us to re-evaluate our business model and adopt significant

changes to our long-term strategies and business plans.

Our failure to innovate and adapt to these changes and developments in a timely

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

Even if we timely innovate

and adopt changes in our strategies and plans, we may nevertheless fail to realize the anticipated benefits of these changes or even

generate lower levels of revenue as a result.

failure to manage the significant management, operational and financial challenges involved in growing our business and operations could

we are successful in implementing our plans, our business will become increasingly complex as the scale, diversity and geographic coverage

of our business and our workforce continue to expand through both organic growth and acquisitions.

This expansion will place a significant

strain on our management, operational and financial resources.

The challenges involved in expanding our businesses require our employees

to handle new and expanded responsibilities and duties.

If our employees fail to adapt to the expansion or if we are unsuccessful in

hiring, training, managing and integrating new employees or retraining and expanding the roles of our existing employees, our business,

financial condition and results of operations may be materially harmed.

Moreover, our current and planned staffing, systems, policies,

procedures and controls may not be adequate to support our future operations.

To effectively manage continuing expansion and growth of

our operations and workforce, we will need to continue to improve our personnel management, transaction processing, operational and financial

systems, policies, procedures and controls, which could be particularly challenging as we acquire new operations with different and incompatible

systems in new industries or geographic areas.

These efforts will require significant managerial, financial and human resources.

can be no assurance that we will be able to effectively manage our growth or to implement all these systems, policies, procedures and

control measures successfully.

If we are not able to manage our growth effectively, our business and prospects may be materially and

adversely affected.

face risks relating to our acquisitions, investments and alliances.

expect to evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including

business combinations, acquisitions of businesses, technologies, services, products and other assets, as well as strategic investments,

joint ventures, licenses and alliances.

At any given time we may be engaged in discussing or negotiating a range of these types of transactions.

These transactions involve significant challenges and risks, including:

in, and significant and unanticipated additional costs and expenses resulting from, integrating into our business the large number

of personnel, operations, products, services, technology, internal controls and financial reporting of the businesses we acquire;

of our ongoing business, distraction of and significant time and attention required from our management and employees and increases

in our expenses;

of skilled professionals and proven management teams of acquired businesses, as well as the loss of established client relationships

of those businesses we invest in or acquire;

investments over which we may not obtain management and operational control, we may lack influence over the controlling partners

or shareholders, or may not have aligned interests with those of our partners or other shareholders;

or conflicting regulatory requirements, heightened restrictions on and scrutiny of investments, acquisitions and foreign ownership

in other jurisdictions, on national security grounds or for other reasons, regulatory requirements such as filings and approvals

under the anti-monopoly and competition laws, rules and regulations, the risk that acquisitions or investments may fail to close,

due to political and regulatory challenges or protectionist policies, as well as related compliance and publicity risks;

or alleged misconduct, unscrupulous business practices or non-compliance by us or any company we acquire or invest in or by its affiliates

or current or former employees, whether before, during or after our acquisition or investments;

in identifying and selecting appropriate targets and strategic partners, including potential loss of opportunities for strategic

transactions with competitors of our investee companies and strategic partners;

in conducting sufficient and effective due diligence on potential targets and unforeseen or hidden liabilities or additional incidences

of non-compliance, operating losses, costs and expenses that may adversely affect us following our acquisitions or investments or

other strategic transactions.

and other risks could lead to negative publicity, increased regulatory scrutiny, litigation, government inquiries, investigations, actions

or penalties against us and the companies we invest in or acquire on the ground of non-compliance with regulatory requirements, or even

against our other businesses, and may force us to incur significant additional expenses and allocate significant management and human

resources to rectify or improve these companies’ corporate governance standards, disclosure controls and procedures or internal

controls and systems.

As a result, we may experience significant difficulties and uncertainties carrying out investments and acquisitions,

and our growth strategy, reputation and/or the trading prices of our securities may be materially and adversely affected.

face challenges in expanding our international and cross-border businesses and operations.

addition to risks that generally apply to our acquisitions and investments, we face risks associated with expanding into an increasing

number of markets where we have limited or no experience, we may be less well-known or have fewer local resources and we may need to

localize our business practices, culture and operations.

We also face protectionist or national security policies that could, among other

things, hinder our ability to execute our business strategies and put us at a competitive disadvantage relative to domestic companies

in other jurisdictions.

addition, compliance with cross-border e-commerce tax laws that apply to our businesses will also affect a number of our businesses,

increase our compliance costs and subject us to additional risks.

Failure to manage these risks and challenges could negatively affect

our ability to expand our international and cross-border businesses and operations as well as materially and adversely affect our business,

financial condition and results of operations.

business operations and financial position may be materially and adversely affected by any economic slowdown.

revenue and net income are impacted to a significant extent by economic conditions in globally, as well as economic conditions specific

to our business.

The global economy, markets and levels of spending by businesses and consumers are influenced by many factors beyond

our control, including pandemics and other natural disasters.

are heavily reliant on Charles Fernandez, our Executive Chairman and Chief Executive Officer, and the departure or loss of Mr.

could disrupt our business.

Company depends heavily on the continued efforts of Charles Fernandez, our Executive Chairman and Chief Executive Officer.

services are essential to the Company’s strategic vision and would be difficult to replace.

The departure or loss of Mr.

Phipps, or the inability to timely hire and retain a qualified replacement, could negatively

impact the Company’s ability to manage its business.

chairman, president, chief executive officer and controlling shareholder, David Phipps, has provided a personal guarantee to secure

a line of credit for the Company.

Company’s UK subsidiary, GTCL has an overadvance line of credit with HSBC, for working capital needs.

The overadvance limit

is £25,000 or $34,163 at an exchange rate of 1.3665, with interest at 5.50% over Bank of England’s base rate or current

rate of 6.25% variable.

The advance is guaranteed by David Phipps, the Company’s Chief Executive Officer.

The Company has

an American Express account for Orbital Satcom Corp.

and an American Express account for GTCL, both in the name of David Phipps

who personally guarantees the balance owed.

there is potential for conflicts of interest between his personal interests and ours whether his guaranty is called upon or not.

No assurance can be given that material conflicts will not arise that could be detrimental to our operations and financial prospects.

or the inability to timely hire and retain a qualified replacement, could negatively impact the Company’s ability to manage its

are heavily reliant on David Phipps, our President and Chief Executive Officer of Global Operations and a director, and the departure

or loss of David Phipps could disrupt our business.

Company depends heavily on the continued efforts of David Phipps, our President and Chief Executive Officer of Global Operations and

Phipps is the founder of Global Telesat Communications LTD (“GTC”) and is essential to the Company’s

day-to-day operations and would be difficult to replace.

The departure or loss of Mr.

Phipps, or the inability to timely hire and retain

a qualified replacement, could negatively impact the Company’s ability to manage its business.

we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected.

2 unchanged sentences

with our partners might impede our ability to continue to develop, commercialize and sell our products.

To the extent the demand

for skilled personnel exceeds supply, we could experience higher labor, recruiting and training costs in order to attract and

retain such employees.

We face competition for qualified personnel from other companies with significantly more resources available

to them and thus may not be able to attract the level of personnel needed for our business to succeed.

Approximately

73.3% of our revenues are from sales of products on Amazon and any limitation or restriction, temporarily or otherwise, to sell

on Amazon’s platform could have a material adverse impact to our business, results of operations, financial condition and

Approximately

73.3% of our products are sold on Amazon and are subject to Amazon’s terms of service and various other Amazon seller policies

that apply to third parties selling products on Amazon’s marketplace.

Amazon’s terms of service provide, among other

things, that it may terminate or suspend its agreement with any seller or any of its services being provided to a seller at any

time and for any reason.

In addition, if Amazon determines that any seller’s actions or performance, including ours, may

result in violations of its terms or policies, or create other risks to Amazon or to third parties, then Amazon may in its sole

discretion withhold any payments owed for as long as Amazon determines any related risk to Amazon or to third parties persist.

Further, if Amazon determines that any seller’s, including our, accounts have been used to engage in deceptive, fraudulent

or illegal activity, or that such accounts have repeatedly violated its policies, then Amazon may in its sole discretion permanently

withhold any payments owed.

In addition, Amazon in its sole discretion may suspend a seller account and product listings if Amazon

determines that a seller has engaged in conduct that violates any of its policies.

Any limitation or restriction on our ability

to sell on Amazon’s platform could have a material impact on our business, results of operations, financial condition and

We also rely on services provided by Amazon’s fulfillment platform which provides for expedited shipping to the

consumer, an important aspect in the buying decision for consumers.

Any inability to market our products for sale with delivery

could have a material impact on our business, results of operations, financial condition and prospects.

Failure to remain compliant

with the fulfillment practices on Amazon’s platform could have a material impact on our business, results of operations,

financial condition and prospects.

control deficiencies in our internal control over financial reporting may, until remedied, cause errors in our financial statements

or cause our filings with the SEC to not be timely.

of the end of the period covered by this Annual Report, our Certifying Officers have concluded that the Company’s disclosure

controls and procedures were not effective due to our limited internal audit functions and lack of ability to have multiple levels

of transaction review.

We believe our disclosure controls and procedures were and remain not effective due to our limited internal

audit functions and lack of ability to have multiple levels of transaction review in our internal control over financial reporting

as of December 31, 2020, including those related to (i) a lack of segregation of duties within accounting functions, and (ii)

the need for a new accounting system to effectively manage our increased volume of transactions.

If we do not remedy our internal

control over financial reporting or disclosure controls and procedures, there may be errors in our financial statements that could

require a restatement or our filings may not be timely made with the SEC.

We intend to implement additional corporate governance

and control measures to strengthen our control environment as we are able, but we may not achieve our desired objectives.

no control environment, no matter how well designed and operated, can prevent or detect all errors or fraud.

We may identify material

weaknesses and control deficiencies in our internal control over financial reporting in the future that may require remediation

and could lead investors to lose confidence in our reported financial information, which could lead to a decline in our stock

of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.

Cyber-attacks

or other breaches of network or information technology (“IT”) security, natural disasters, terrorist acts or acts

of war may cause equipment failures or disrupt our systems and operations.

We may be subject to attempts to breach the security

of our networks and IT infrastructure through cyber-attacks, malware, computer viruses and other means of unauthorized access.

A failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result

in damage to our reputation.

To date, we have not been subject to cyber-attacks or other cyber incidents which, individually or

in the aggregate, resulted in a material impact to our operations or financial condition.

To the extent the demand for

skilled personnel exceeds supply, we could experience higher labor, recruiting and training costs in order to attract and retain such

We face competition for qualified personnel from other companies with significantly more resources available to them and thus

may not be able to attract the level of personnel needed for our business to succeed.

depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our

staff could severely hinder our ability to maintain and grow our business.

future success is significantly dependent upon the continued service of our key executives and other key employees, particularly in new

business areas we are expanding into.

If we lose the services of any member of management or key personnel, we may not be able to locate

suitable or qualified replacements, and may incur additional expenses to recruit and train new staff.

our business develops and evolves, it may become difficult for us to continue to retain our employees.

A number of our employees, including

many members of management, may choose to pursue other opportunities outside of us.

If we are unable to motivate or retain these employees,

our business may be severely disrupted and our prospects could suffer.

size and scope of our ecosystem also require us to hire and retain a wide range of capable and experienced personnel who can adapt to

a dynamic, competitive and challenging business environment.

We will need to continue to attract and retain experienced and capable personnel

at all levels, including members of management, as we expand our business and operations.

Our various incentive initiatives may not be

sufficient to retain our management and employees.

Demand for talent in our industry is intense, and the availability of suitable and

qualified candidates is limited.

Competing demand for qualified personnel could cause us to offer higher compensation and other benefits

to attract and retain them.

Even if we were to offer higher compensation and other benefits, there can be no assurance that these individuals

will choose to join or continue to work for us.

Any failure to attract or retain key management and personnel could severely disrupt

our business and growth.

to deal effectively with fraudulent or illegal activities by our employees, business partners or service providers would harm our business.

fraudulent, corrupt or collusive activities or misconduct, whether actual or perceived, by our employees could subject us to liability

or negative publicity, which could severely damage our brand and reputation.

We will implement internal controls and policies with regard

to the review and approval of merchant accounts, interactions with business partners and government officials, account management, sales

activities, data security and other relevant matters.

However, there can be no assurance that our controls and policies will prevent

fraud, corrupt or illegal activity or misconduct by our employees or that similar incidents will not occur in the future.

our operations, in particular our businesses that provide services to governments and public institutions, we are subject to additional

internal control and compliance requirements relating to corrupt and other illegal practices by our employees, and we may also be held

liable for misconduct by our business partners and service providers.

Failure to comply or ensure our employees, business partners and

service providers to comply with these requirements, whether alleged or actual, could subject us to regulatory investigations and liabilities,

which would materially and adversely affect our business operations, customer relationships, reputation and the trading price of our

logistics service providers used by our merchants fail to provide reliable logistics services, our business and prospects, as well as

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

Interruptions

to or failures in logistics services could prevent the timely or proper delivery of products to consumers, which would negatively

impact our competitive position as well as harm the reputation of our ecosystem and the businesses we operate.

These interruptions

or failures may be due to events that are beyond the control of any of these logistics service providers, such as inclement weather,

natural disasters, the COVID-19 pandemic, other pandemics or epidemics, accidents, transportation disruptions, including special or

temporary restrictions or closings of facilities or transportation networks due to regulatory or political reasons, or labor unrest

or shortages.

These logistics services could also be affected or interrupted by business disputes, industry consolidation,

insolvency or government shut downs.

The merchants in our ecosystem may not be able to find alternative logistics service providers

to provide logistics services in a timely and reliable manner, or at all.

If the products sold by merchants in our ecosystem are not

delivered in proper condition, on a timely basis or at shipping rates that are commercially acceptable to marketplace participants,

our business and prospects, as well as our financial condition and results of operations could be materially and adversely

to deal effectively with any fraud perpetrated and fictitious transactions conducted in our ecosystem, and other sources of customer

dissatisfaction, would harm our business.

we are implementing various measures to detect and reduce the occurrence of fraudulent activities in connection with other businesses

we operate, there can be no assurance that these measures will be effective in combating fraudulent transactions or improving overall

satisfaction among our consumers, merchants and other participants.

Additional measures that we take to address fraud could also negatively

affect the attractiveness of our marketplaces and other businesses we operate to consumers or merchants.

In addition, merchants on our

marketplaces contribute to a fund to provide consumer protection guarantees.

If our merchants do not perform their obligations under

these programs, we may use funds that have been deposited by merchants in a consumer protection fund to compensate consumers.

amounts in the fund are not sufficient, we may choose to compensate consumers for losses, although currently we are not legally obligated

If, as a result of regulatory developments, we are required to compensate consumers, we would incur additional expenses.

we have recourse against our merchants for any amounts we incur, there can be no assurance that we would be able to collect these amounts

from our merchants.

authorities, industry watchdog organizations or other third parties may issue reports or engage in other forms of public communications

concerning alleged fraudulent or deceptive conduct on our platforms.

Negative publicity and user sentiment generated as a result of these

reports or allegations could severely diminish consumer confidence in and use of our services, reduce our ability to attract new or retain

current merchants, consumers and other participants, damage our reputation, result in shareholder or other litigation, diminish the value

of our brand, and materially and adversely affect our business, financial condition and results of operations.

control deficiencies in our internal control over financial reporting may, until remedied, cause errors in our financial statements or

cause our filings with the SEC to not be timely.

of the end of the period ended December 31, 2021, our certifying officers have concluded that the Company’s disclosure controls

and procedures were not effective due to our limited internal audit functions and lack of ability to have multiple levels of transaction

We believe our disclosure controls and procedures were and remain not effective due to our limited internal audit functions and

lack of ability to have multiple levels of transaction review in our internal control over financial reporting as of December 31, 2021,

including those related to (i) a lack of segregation of duties within accounting functions, and (ii) the need for a new accounting system

to effectively manage our increased volume of transactions.

If we do not remedy our internal control over financial reporting or disclosure

controls and procedures, there may be errors in our financial statements that could require a restatement or our filings may not be timely

made with the SEC.

We intend to implement additional corporate governance and control measures to strengthen our control environment

as we are able, but we may not achieve our desired objectives.

Moreover, no control environment, no matter how well designed and operated,

can prevent or detect all errors or fraud.

We may identify material weaknesses and control deficiencies in our internal control over

financial reporting in the future that may require remediation and could lead investors to lose confidence in our reported financial

information, which could lead to a decline in our stock price.

e-commerce platforms could be disrupted by network interruptions.

e-commerce platforms depend on the efficient and uninterrupted operation of our computer and communications systems.

System interruptions

and delays may prevent us from efficiently processing the large volume of transactions on our marketplaces and other businesses we operate.

any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at our facilities, including power

outages, system failures, telecommunications delays or failures, construction accidents, break-ins to IT systems, computer viruses or

human errors, could result in delays in or temporary outages of our platforms or services, loss of our, consumers’ and customers’

data and business interruption for us and our customers.

Any of these events could damage our reputation, significantly disrupt our operations

and the operations of the participants in our ecosystem and subject us to liability, heightened regulatory scrutiny and increased costs,

which could materially and adversely affect our business, financial condition and results of operations.

disasters or terrorist attacks could have an adverse effect on our business.

disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systems and operations.

A failure to protect the

privacy of customer and employee confidential data against breaches of network or IT security could result in damage to our reputation.

breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect personal,

confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely

affect our financial condition and results of operations.

cybersecurity measures may not detect, prevent or control all attempts to compromise our systems or risks to our systems, including distributed

denial-of-service attacks, viruses, Trojan horses, malicious software, break-ins, phishing attacks, third-party manipulation, security

breaches, employee misconduct or negligence or other attacks, risks, data leakage and similar disruptions that may jeopardize the security

of data stored in and transmitted by our systems or that we otherwise maintain.

Breaches or failures of our cybersecurity measures could

result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of user information,

or denial-of-service or other interruptions to our business operations.

In addition, breaches or failures of the systems and cybersecurity

measures of our third-party service providers could also result in unauthorized access to our data and user information.

As techniques

used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party

service providers, there can be no assurance that we will be able to anticipate, or implement adequate measures to protect against, these

Moreover, if the security of domain names is compromised, we will be unable to use the domain names in our business operations,

which could materially and adversely affect our business operations, reputation and brand image.

If we fail to implement adequate encryption

of data transmitted through the networks of the telecommunications and Internet operators we rely upon, there is a risk that telecommunications

and Internet operators or their business partners may misappropriate our data, which could materially and adversely affect our business

operations and reputation.

Non-compliance

with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce

our net operating revenues.

business is subject to various laws and regulations in the US and in the countries throughout the world in which we do business,

including laws and regulations relating to commerce, intellectual property, trade, environmental, health and safety, commerce

and contracts, privacy and communications, consumer protection, web services, tax, and state corporate laws and securities laws;

and specifically in the communications equipment industry, many of which are still evolving and could be interpreted in ways that

could harm our business.

There is no assurance that we will be completely effective in ensuring our compliance with all applicable laws

and regulations.

Changes in applicable laws or regulations or evolving interpretations thereof, including increased government

regulations, may result in increased compliance costs, capital expenditures and other financial obligations for us and could affect

our profitability or impede the production or distribution of our products, which could affect our net operating revenues.

business activities may be subject to the Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 (“UK

Bribery Act”), and other similar anti-bribery and anti-corruption laws of other countries in which we operate.

have conducted and have ongoing business operations in international locations, and may in the future initiate business operations

in additional countries other than the U.S.

Our business activities may be subject to the FCPA, the UK Bribery Act and other similar

anti-bribery or anti-corruption laws, regulations or rules of other countries in which we operate.

The FCPA generally prohibits

offering, promising, giving or authorizing others to give anything of value, either directly or indirectly, to a non-U.S.

official in order to influence official action or otherwise obtain or retain business.

The FCPA also requires public companies

to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain

an adequate system of internal accounting controls.

Our business is regulated and therefore involves interaction with public officials,

including officials of non-U.S.

There is no certainty that all of our employees, agents or contractors, or those

of our affiliates, will comply with all applicable laws and regulations, particularly given the high level of complexity of these

Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees,

the closing down of our facilities, requirements to obtain export licenses, cessation of business activities in sanctioned countries,

implementation of compliance programs and prohibitions on the conduct of our business.

Any such violations could include prohibitions

on our ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international

expansion efforts, our ability to attract and retain employees and our business, prospects, operating results and financial condition.

with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our

net operating revenues.

business is subject to various laws and regulations in the US and in the countries throughout the world in which we do business, including

laws and regulations relating to commerce, intellectual property, trade, environmental, health and safety, commerce and contracts, privacy

and communications, consumer protection, web services, tax, and state corporate laws and securities laws;

and specifically in the communications

equipment industry, many of which are still evolving and could be interpreted in ways that could harm our business.

There is no assurance

that we will be completely effective in ensuring our compliance with all applicable laws and regulations.

Changes in applicable laws

or regulations or evolving interpretations thereof, including increased government regulations, may result in increased compliance costs,

capital expenditures and other financial obligations for us and could affect our profitability or impede the production or distribution

of our products, which could affect our net operating revenues.

of tax compliance efforts that affect our merchants could materially and adversely affect our business, financial condition and results

of operations.

legislation relating to the ecosystem is still developing.

Governments may promulgate or strengthen the implementation of tax regulations

that impose obligations on e-commerce companies, which could increase the costs to consumers and merchants and make our platforms less

competitive in these jurisdictions.

Governments may require e-commerce companies to assist in the enforcement of tax registration requirements

and the collection of taxes with respect to the revenue or profit generated by merchants from transactions conducted on their platforms.

We may also be requested by tax authorities to supply information about our merchants, such as transaction records and bank account information,

and assist in the enforcement of other tax regulations, including the payment and withholding obligations against our merchants.

result of more stringent tax compliance requirements and liabilities, we may lose existing merchants and potential merchants might not

be willing to open storefronts on our marketplaces, which could in turn negatively affect us.

Stricter tax enforcement by tax authorities

may also reduce the activities by merchants on our platforms and result in liability to us.

Any heightened tax law enforcement against

participants in our marketing platforms (including imposition of reporting or withholding obligations on operators of marketplaces with

respect to VAT of merchants and stricter tax enforcement against merchants generally) could have a material adverse effect on our business,

financial condition and results of operations.

may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property

or people are harmed by the products and services sold through our platforms.

authorities place high importance on consumer protection.

Moreover, as part of our growth strategy, we expect to increase our focus on

food, food delivery, food supplements and beverages, mother care, cosmetics, baby care, pharmaceutical and healthcare products and services,

as well as electronics products, both as a platform operator and as part of our directly operated business.

We have also invested in

companies involved in these sectors.

These activities could pose increasing challenges to our internal control and compliance systems

and procedures, including our control over and management of third-party service personnel, and expose us to substantial increasing liability,

negative publicity and reputational damage arising from consumer complaints, harms to personal health or safety or accidents involving

products or services offered through our platforms or provided by us.

of e-commerce platforms are subject to certain provisions of consumer protection laws even where the operator is not the merchant of

the product or service purchased by the consumer.

In addition, if we do not take appropriate remedial action against merchants or service

providers for actions they engage in that we know, or should have known, would infringe upon the rights and interests of consumers, we

may be held jointly liable for infringement alongside the merchant or service provider.

may also face increasing scrutiny from consumer protection regulators and activists, as well as increasingly become a target for litigation,

in the United States, Europe and other jurisdictions.

complaints and associated negative publicity could materially and adversely harm our reputation and affect our business expansion.

brought against us under consumer protection laws, even if unsuccessful, could result in significant expenditure of funds and diversion

of management time and resources, which could materially and adversely affect our business operations, net income and profitability.

business activities may be subject to the Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 (“UK Bribery

Act”), and other similar anti-bribery and anti-corruption laws of other countries in which we operate.

have conducted and have ongoing business operations in international locations, and may in the future initiate business operations in

additional countries other than the U.S.

Our business activities may be subject to the FCPA, the UK Bribery Act and other similar anti-bribery

or anti-corruption laws, regulations or rules of other countries in which we operate.

The FCPA generally prohibits offering, promising,

giving or authorizing others to give anything of value, either directly or indirectly, to a non-U.S.

government official in order to

influence official action or otherwise obtain or retain business.

The FCPA also requires public companies to make and keep books and

records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal

accounting controls.

Our business is regulated and therefore involves interaction with public officials, including officials of non-U.S.

There is no certainty that all of our employees, agents or contractors, or those of our affiliates, will comply with all

applicable laws and regulations, particularly given the high level of complexity of these laws.

Violations of these laws and regulations

could result in fines, criminal sanctions against us, our officers or our employees, the closing down of our facilities, requirements

to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs and prohibitions

on the conduct of our business.

Any such violations could include prohibitions on our ability to offer our products in one or more countries

and could materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees

and our business, prospects, operating results and financial condition.

reputation, our brand and our business may be harmed by aggressive marketing and communications strategies of our competitors.

to intense competition in our industry, we have been and may be the target of incomplete, inaccurate and false statements and complaints

about us and our products and services that could damage our reputation and brand and materially deter consumers and customers from spending

in our ecosystem.

In addition, competitors have used, and may continue to use, methods such as lodging complaints with regulators, initiating

frivolous and nuisance lawsuits, and other forms of attack litigation and “lawfare” that attempt to harm our reputation and

brand, hinder our operations, force us to expend resources on responding to and defending against these claims, and otherwise gain a

competitive advantage over us by means of litigious and accusatory behavior.

Our ability to respond on share price-sensitive information

to our competitors’ misleading marketing efforts, including lawfare, may be limited during our self-imposed quiet periods around

quarter ends consistent with our internal policies or due to legal prohibitions on permissible public communications by us during certain

other periods.

of March 28, 2022, our Chief Executive Officer and Chairman and our President and Chief Executive Officer of Global Operations together

held approximately 29.3% of our Company, which could create conflicts of interest between them and our other stockholders.

Fernandez’s and Phipps’ ownership of Company common stock may create conflicts of interest or require judgments that are

disadvantageous to our stockholders.

The Board’s Audit Committee must review and pre-approve related party transactions.

we cannot provide assurance that the policy will be successful in eliminating conflicts of interest.

Related To Digital Assets

may lose our private keys to our digital wallets, causing a loss of all of our digital assets.

assets, such as cryptocurrencies, are stored in a so-called “digital wallet”, which may be accessed to exchange a holder’s

digital assets and is controllable by the processor of both the public key and the private key relating to this digital wallet

in which the digital assets are held, both of which are unique.

We will publish the public key relating to digital wallets in use when

we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys

relating to such digital wallets.

If the private key is lost, destroyed, or otherwise compromised, we may be unable to access our cryptocurrencies

held in the related digital wallet which will essentially be lost.

If the private key is acquired by a third party, then this third party

may be able to gain access to our cryptocurrencies.

Any loss of private keys relating to digital wallets used to store our cryptocurrencies

could have a material adverse effect on our ability to continue as a going concern or could have a material adverse effect on our business,

prospects, financial condition, and operating results.

storage and custody of digital assets that we may potentially acquire or hold in the future are subject to cybersecurity breaches and

adverse software events.

addition to the risk of a private key loss to our digital wallet, see “Risks Related To Digital Assets - We may lose our private

keys to our digital wallets, causing a loss of all of our digital assets ”, the storage and custody of our digital assets could

also be subject to cybersecurity breaches and adverse software events.

In order to minimize risk, we plan to establish processes to manage

wallets, or software programs where assets are held, that are associated with our digital asset holdings.

“hot wallet” refers to any cryptocurrency wallet that is connected to the Internet.

Generally, hot wallets are easier to

set up and access than wallets in “cold” storage, but they are also more susceptible to hackers and other technical vulnerabilities.

“Cold storage” refers to any cryptocurrency wallet that is not connected to the Internet.

Cold storage is generally more

secure than hot storage, but is not ideal for quick or regular transactions and we may experience lag time in our ability to respond

to market fluctuations in the price of our digital assets.

generally plan to hold the majority of our digital assets in cold storage to reduce the risk of malfeasance;

however we may also use

third-party custodial wallets and, from time to time, we may use hot wallets or rely on other options that may develop in the future.

If we use a custodial wallet, there can be no assurance that such services will be more secure than cold storage or other alternatives.

Human error and the constantly evolving state of cybercrime and hacking techniques may render present security protocols and procedures

ineffective in ways which we cannot predict.

of the storage method, the risk of damage to or loss of our digital assets cannot be wholly eliminated.

If our security procedures and

protocols are ineffective and our cryptocurrency assets are compromised by cybercriminals, we may not have adequate recourse to recover

our losses stemming from such compromise.

A security breach could also harm our reputation.

A resulting perception that our measures

do not adequately protect our digital assets could have a material adverse effect on our business, prospects, financial condition, and

operating results.

digital assets may be subject to loss, theft, hacking, fraud risks and restriction on access.

is a risk that some or all of our digital assets could be lost or stolen.

Hackers or malicious actors may launch attacks to steal or

compromise cryptocurrencies, such as by attacking the network source code, exchange miners, third-party platforms, cold and hot storage

locations or software, or by other means.

Digital asset transactions and accounts are not insured by any type of government program and

cryptocurrency transactions generally are permanent by design of the networks.

Certain features of digital asset networks, such as decentralization,

the open-source protocols, and the reliance on peer-to-peer connectivity, may increase the risk of fraud or cyber-attack by potentially

reducing the likelihood of a coordinated response.

may be in control and possession of one of the more substantial holdings of digital assets.

As we increase in size, we may become a

more appealing target of hackers, malware, cyber-attacks or other security threats.

Cyber-attacks may also target our miners or

third parties and other services on which we depend.

Any potential security breaches, cyber-attacks on our operations and any other

loss or theft of our digital assets, which could expose us to liability and reputational harm and could seriously curtail the

utilization of our services.

or fraudulent digital asset transactions may be irreversible.

asset transactions generally are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable.

any incorrectly executed or fraudulent digital asset transactions could adversely affect our investments and assets.

asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient

of the digital assets from the transaction.

While theoretically digital asset transactions may be reversible with the control or consent

of a majority of processing power on the network, we do not now, nor is it feasible that we could in the future, possess sufficient processing

power to effect this reversal.

a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a digital asset or a

theft thereof generally will not be reversible, and we may not have sufficient recourse to recover our losses from any such transfer

It is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency rewards could

be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.

according to the SEC, at this time, there is no specifically enumerated U.S.

or foreign governmental, regulatory, investigative or prosecutorial

authority or mechanism through which to bring an action or complaint regarding missing or stolen digital asset.

The market participants,

therefore, are presently reliant on existing private investigative entities to investigate any potential loss of our digital assets.

These third-party service providers rely on data analysis and compliance of ISPs with traditional court orders to reveal information

such as the IP addresses of any attackers.

To the extent that we are unable to recover our losses from such action, error or theft, such

events could have a material adverse effect on our business, prospects, financial condition and operating results, including our ability

to continue as a going concern.

and widespread use of digital assets is uncertain.

there is a relatively limited use of any digital assets in the retail and commercial marketplace, contributing to price volatility.

volatility undermines any digital asset’s role as a medium of exchange, as retailers are much less likely to accept it as a form

Banks and other established financial institutions may refuse to process funds for transactions, process wire transfers to

or from exchanges, or service providers, or maintain accounts for persons or entities transacting in digital assets.

Furthermore, a significant

portion of demand for digital assets is generated by speculators and investors seeking a long-term store of value or speculators seeking

to profit from the short- or long-term holding of the asset.

relative lack of acceptance of digital assets in the retail and commercial marketplace, or a reduction of such use, limits the ability

of end users to use them to pay for goods and services.

Such lack of acceptance or decline in acceptances could have a material adverse

effect on our business, prospects, financial condition and operating results.

of digital assets is pseudonymous, and the supply is often unknown.

Individuals or entities with substantial holdings may engage in large-scale

sales or distributions, either on non- market terms or in the ordinary course, which could disproportionately and negatively affect the

market, result in a reduction in the price of the digital asset and materially and adversely affect the price of our common stock.

there is no registry showing which individuals or entities own a digital asset or the quantity that is owned by any particular person

There are no regulations in place that would prevent a large holder of a digital asset from selling it.

To the extent such

large holders engage in large-scale sales or distributions, either on non-market terms or in the ordinary course, it could negatively

affect the market for the digital asset and result in a reduction in the price.

This, in turn, could materially and adversely affect

the price of our stock, our business, prospects, financial condition, and operating results.

there has been limited precedent set for financial accounting for digital assets, the determinations that we have made for how to account

for digital assets transactions may be subject to change.

there has been limited precedent set for the financial accounting for digital assets and related revenue recognition and no official

guidance has yet been provided by the Financial Accounting Standards Board or the SEC, it is unclear how companies may in the future

be required to account for cryptocurrency transactions and assets and related revenue recognition.

A change in regulatory or financial

accounting standards could result in the necessity to change the accounting methods we currently intend to employ in respect of our anticipated

revenues and assets and restate any financial statements produced based on those methods.

Such a restatement could adversely affect our

business, prospects, financial condition and results of operation.

development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in digital assets is

subject to a variety of factors that are difficult to evaluate.

assets are a new and rapidly evolving industry of which the digital asset networks are prominent, but not unique, parts.

The growth of

the digital asset industry, in general, and the digital asset networks, in particular, are subject to a high degree of uncertainty.

factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:

worldwide growth in the adoption and use of digital assets;

and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and operation of the

digital asset network or similar digital assets systems;

maintenance and development of the open-source software protocol of the network;

in consumer demographics and public tastes and preferences;

availability and popularity of forms or methods of buying and selling goods and services, including new means of using fiat currencies;

economic conditions and the regulatory environment relating to digital assets;

impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight.

outcome of these factors could have negative effects on our ability to pursue our business strategy, which could have a material adverse

effect on our business, prospects, financial condition, and operating results as well as potentially negative effect on the value of

digital assets that we may potentially acquire or hold in the future.

and financial institutions may not provide banking services, or may cut off services, to businesses that distribute digital assets, provide

digital asset-related services or that accept digital assets as payment.

number of companies that provide digital asset-related services have been unable to find banks or financial institutions that are willing

to provide them with bank accounts and other services.

Similarly, a number of companies and individuals or businesses associated with

digital assets may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions.

We also may be unable to maintain these services for our business.

difficulty that many businesses that distribute digital assets, provide digital asset-related services or that accept digital assets

as payment have and may continue to have in finding banks and financial institutions willing to provide them services may decrease the

usefulness of cryptocurrencies as a payment system and harm public perception of cryptocurrencies.

Similarly, the usefulness of cryptocurrencies

as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the

accounts of businesses distributing digital assets, providing digital asset- related services or accepting digital assets as payment.

This could occur as a result of compliance risk, cost, government regulation or public pressure.

The risk applies to securities firms,

clearance and settlement firms, national stock and commodities exchanges, the over-the-counter market and the Depository Trust

Such factors would have a material adverse effect on our business, prospects, financial condition, and operating results.

may face risks of Internet disruptions, which could have a material adverse effect on the price of digital assets.

disruption of the Internet may affect the use of cryptocurrencies and subsequently the value of our securities.

Generally, digital assets

are dependent upon the Internet.

A significant disruption in Internet connectivity could disrupt a currency’s network operations

until the disruption is resolved and have a material adverse effect on the price of digital assets and, consequently, our business, prospects,

financial condition, and operating results.

Related to Doing Business in China

contemplate that our business expansion, if successful, will result in an increase in the business we do in China.

Changes in China’s

economic, political or social conditions or government policies could have a material adverse effect on our business, financial conditions

and results of operations.

we do not have operations in China.

However, as our e-commerce business expands we expect to market our products and services in China,

and perhaps establish operations in China at a future time, all of which would expose our business, prospects, financial condition and

results of operations to an increasingly significant extent to political, economic and social conditions in China generally.

Chinese economy differs from the economies of most developed countries in many respects, including the degree of government involvement,

level of development, growth rate, control of foreign exchange and allocation of resources.

Although the Chinese government has implemented

measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and

the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China are still

owned or controlled by the government.

In addition, the Chinese government continues to play a significant role in regulating industry

development by imposing industrial policies.

The Chinese government also exercises significant control over China’s economic growth

by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential

treatment to particular industries or companies.

the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and in various

sectors of the economy.

The Chinese government has implemented various measures to encourage economic growth and guide the allocation

of resources.

Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us.

For example, our

financial condition and results of operations may be adversely affected by government control over capital investments or changes in

tax regulations.

growth rate of the Chinese economy has gradually slowed since 2010.

Any prolonged slowdown in the Chinese economy may reduce the demand

for our products and services and materially and adversely affect our business and results of operations.

Uncertainties

with respect to the PRC legal system could adversely affect us.

Peoples Republic of China (“PRC” or “China”) legal system is a civil law system based on written statutes, where prior court

decisions have limited precedential value.

The PRC legal system is evolving rapidly, and the interpretations of many laws, regulations

and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties.

Although we have taken

measures to comply with the laws and regulations applicable to our business operations and to avoid conducting any non-compliant activities

under these laws and regulations, the PRC governmental authorities may promulgate new laws and regulations regulating our business.

developments in our industry may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing

laws, regulations and policies.

As a result, we may be required by the regulators to upgrade the licenses or permits we may obtain, to

obtain additional licenses, permits, approvals, to complete additional filings or registrations for the services we provide, or to modify

our business practices.

Any failure to upgrade, obtain or maintain such licenses, permits, filings or approvals or requirement to modify

our business practices may subject us to various penalties, including, among others, the confiscation of revenues and imposition of fines.

We cannot assure you that our business operations would not be deemed to violate any existing or future PRC laws or regulations, which

in turn may limit or restrict us, and could materially and adversely affect our business and operations.

time to time, we may have to resort to administrative and court proceedings to enforce our legal rights.

However, since PRC judicial

and administrative authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be

more difficult to predict the outcome of a judicial or administrative proceeding than in more developed legal systems.

These uncertainties

may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results

of operations.

the PRC legal system is based, in part, on government policies and internal rules, some of which are not published in a timely manner,

or at all, but which may have retroactive effect.

As a result, we may not always be aware of any potential violation of these policies

Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely

affect our business and impede our ability to continue our operations.

litigation and negative publicity surrounding China-based companies listed in the United States may negatively impact the trading price

of our securities.

believe that recent litigation and negative publicity surrounding companies with operations in China that are listed in the United States

have negatively impacted the stock prices of these companies.

Certain politicians in the United States have publicly warned investors

to shun China-based companies listed in the United States.

The SEC and the Public Company Accounting Oversight Board (United States),

or the PCAOB, also issued a joint statement on April 21, 2020, reiterating the disclosure, financial reporting and other risks involved

in the investments in companies that are based in emerging markets as well as the limited remedies available to investors who might take

legal action against such companies.

Furthermore, various equity-based research organizations have recently published reports on China-based

companies after examining their corporate governance practices, related party transactions, sales practices and financial statements,

and these reports have led to special investigations and listing suspensions on U.S.

national exchanges.

Any similar scrutiny on us,

regardless of its lack of merit, could cause the market price of our securities to fall, divert management resources and energy, cause

us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for director and officer insurance.

in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

conversion of Renminbi, the official currency of China, into foreign currencies, including U.S.

dollars, is based on rates set

by the People’s Bank of China.

The Renminbi has fluctuated against the U.S.

dollar, at times significantly and unpredictably.

value of Renminbi against the U.S.

dollar and other currencies is affected by changes in China’s political and economic conditions

and by China’s foreign exchange policies, among other things.

We cannot assure you that Renminbi will not appreciate or depreciate

significantly in value against the U.S.

dollar in the future.

It is difficult to predict how market forces or PRC or U.S.

policy may impact the exchange rate between Renminbi and the U.S.

dollar in the future.

significant appreciation or depreciation of Renminbi may materially and adversely affect our revenues, earnings and financial position,

and the value of our securities.

For example, to the extent that we need to convert Renminbi we receive in payment for products and services

dollars to pay our operating expenses, depreciation of Renminbi against the U.S.

dollar would have an adverse effect on the

amount of the U.S.

dollars we would receive from the conversion.

Conversely, a significant depreciation of Renminbi against the U.S.

dollar may significantly reduce the U.S.

dollar equivalent of our earnings, which in turn could adversely affect the price of our securities.

addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi

into other currencies, such as the U.S.

As a result, fluctuations in exchange rates may have a material adverse effect on your

control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency

out of China.

Approval from or registration with appropriate government authorities or delegated banks is required where RMB is to be

converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign

The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.

If the foreign exchange control system prevents us from obtaining sufficient currency to satisfy our US or PRC currency demands, our

operations could be adversely affected.

Related to Our Securities

may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred

stock or other securities that are convertible into or exercisable for our common or preferred stock.

are authorized to issue an aggregate of 50,000,000 shares of common stock and 3,333,333 shares of “blank check”

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the

ownership interests of our present stockholders.

We may issue additional shares of our common stock or other securities that are

convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future

sales of our securities for capital raising purposes, or for other business purposes.

The future issuance of any such additional

shares of our common stock may create downward pressure on the trading price of the common stock.

may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock

or other securities that are convertible into or exercisable for our common or preferred stock.

are authorized to issue an aggregate of 50,000,000 shares of common stock and 3,333,333 shares of “blank check” preferred

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership

interests of our present stockholders.

We may issue additional shares of our common stock or other securities that are convertible into

or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities

for capital raising purposes, or for other business purposes.

The future issuance of any such additional shares of our common stock may

create downward pressure on the trading price of the common stock.

will experience future dilution as a result of future equity offerings.

may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common

Although no assurances can be given that we will consummate a financing, in the event we do, or in the event we sell shares

of common stock or other securities convertible into shares of our common stock in the future, additional and substantial dilution

In addition, investors purchasing shares or other securities in the future could have rights superior to investors

in this offering.

do not anticipate paying dividends on our common stock.

dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the

foreseeable future.

may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock.

Although no assurances can be given that we will consummate a financing, in the event we do, or in the event we sell shares of common

stock or other securities convertible into shares of our common stock in the future, additional and substantial dilution will occur.

In addition, investors purchasing shares or other securities in the future could have rights superior to our current stockholders.

do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.

dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable

We expect to use future earnings, if any, to fund business growth.

Therefore, stockholders will not receive

any funds absent a sale of their shares of common stock.

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

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

We cannot assure stockholders of a positive return

on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their

a public company is expensive and administratively burdensome.

a public reporting company, we are subject to the information and reporting requirements of the Securities Act of 1933, as amended

(the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and other

federal securities laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act.

Complying with

these laws and regulations requires the time and attention of our Board of Directors and management, and increases our expenses.

We estimate the Company will incur approximately $200,000 to $300,000 annually in connection with being a public company.

other things, we are required to:

and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of

the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

and distribute periodic reports in compliance with our obligations under federal securities laws;

a more comprehensive compliance function, including with respect to corporate governance;

to a greater degree, our outside legal counsel and accountants in the above activities.

costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing

audited reports to stockholders are expensive and much greater than that of a privately-held company, and compliance with these

rules and regulations may require us to hire additional financial reporting, internal controls and other finance personnel, and

will involve a material increase in regulatory, legal and accounting expenses and the attention of management.

There can be no

assurance that we will be able to comply with the applicable regulations in a timely manner, if at all.

In addition, being a public

company makes it more expensive for us to obtain director and officer liability insurance.

In the future, we may be required to

accept reduced coverage or incur substantially higher costs to obtain this coverage.

we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results

accurately or to prevent fraud.

Any inability to report and file our financial results accurately and timely could harm our reputation

and adversely impact the trading price of our common stock.

discussed above, to date, we have not been successful in maintaining an effective system of internal control.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud.

If we cannot provide reliable

financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control

environment existed, and our business and reputation with investors may be harmed.

As a result, our small size and any current

internal control deficiencies may adversely affect our financial condition, results of operation and access to capital.

company compliance may make it more difficult to attract and retain officers and directors.

Sarbanes-Oxley Act and rules subsequently implemented by the SEC have required changes in corporate governance practices of public

As a public company, we expect these rules and regulations to increase our compliance costs in 2021 and beyond

and to make certain activities more time consuming and costly.

As a public company, we also expect that these rules and regulations

may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be

required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as

executive officers.

ability of our Board of Directors to issue additional stock may prevent or make more difficult certain transactions, including

a sale or merger of the Company.

Board of Directors is authorized to issue up to 3,333,333 shares of preferred stock with powers, rights and preferences designated

See “Preferred Stock”

in the section of this prospectus titled “Description of Securities.”

of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting

Therefore, stockholders will not receive any funds absent

a sale of their shares of common stock.

If we do not pay dividends, our common stock may be less valuable because a return on your investment

will only occur if our stock price appreciates.

We cannot assure stockholders of a positive return on their investment when they sell

their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

ability of our Board of Directors to issue additional stock may prevent or make more difficult certain transactions, including a sale

or merger of the Company.

Board of Directors is authorized to issue up to 3,333,333 shares of preferred stock with powers, rights and preferences designated by

Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting

impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of the Company.

The ability of the

Board of Directors to issue such additional shares of preferred stock, with rights and preferences it deems advisable, could discourage

an attempt by a party to acquire control of the Company by tender offer or other means.

Such issuances could therefore deprive

stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for

their shares in a tender offer or the temporary increase in market price that such an attempt could cause.

Moreover, the issuance

of such additional shares of preferred stock to persons friendly to the Board of Directors could make it more difficult to remove

incumbent officers and directors from office even if such change were to be favorable to stockholders generally.

stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices

if you need to sell your shares.

our common stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we

expect our common stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system,

or in the “pink sheets.”

In those venues, however, the shares of our common stock may trade infrequently and in low

volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time

may be relatively small or non-existent.

An investor may find it difficult to obtain accurate quotations as to the market value

of our common stock or to sell his or her shares at or near bid prices or at all.

In addition, if we fail to meet the criteria

set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons

other than established customers and accredited investors.

Consequently, such regulations may deter broker-dealers from recommending

or selling our common stock, which may further affect the liquidity of our common stock.

This would also make it more difficult

for us to raise capital.

currently is no active public market for our common stock and there can be no assurance that an active public market will ever

Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult

or impossible for you to sell your shares.

is currently no active public market for shares of our common stock and one may never develop.

Our common stock is quoted on the

The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some

investors may have more experience.

We may not ever be able to satisfy the listing requirements for our common stock to be listed

on a national securities exchange, which is often a more widely-traded and liquid market.

Some, but not all, of the factors which

may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following:

our stockholders’

equity may be insufficient;

the market value of our outstanding securities may be too low;

our net income from operations may

our common stock may not be sufficiently widely held;

we may not be able to secure market makers for our common stock;

and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed.

Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for

listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our common stock could

suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility,

making it difficult or impossible to sell shares of our common stock.

common stock is subject to the “penny stock”

rules of the SEC and the trading market in the securities is limited,

which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

15g-9 under the Exchange Act establishes the definition of a “penny stock,”

for the purposes relevant to us, as any

equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject

to certain exceptions.

For any transaction involving a penny stock, unless exempt, the rules require:

(a) that a broker or dealer

approve a person’s account for transactions in penny stocks;

and (b) the broker or dealer receive from the investor a written

agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve

a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information and investment

experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable

for that person and the person has sufficient knowledge 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:

(a) sets forth the basis on which

the broker or dealer made the suitability determination;

and (b) confirms 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 transactions in securities

subject to the “penny stock”

This may make it more difficult for investors to dispose of our common stock and

cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny

stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the

registered representative, current quotations for the securities and the rights and remedies available to an investor in cases

of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent price information for the

penny stock held in the account and information on the limited market in penny stocks.

The ability of the Board of

Directors to issue such additional shares of preferred stock, with rights and preferences it deems advisable, could discourage an attempt

by a party to acquire control of the Company by tender offer or other means.

Such issuances could therefore deprive stockholders of benefits

that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer

or the temporary increase in market price that such an attempt could cause.

Moreover, the issuance of such additional shares of preferred

stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent officers and directors from office

even if such change were to be favorable to stockholders generally.

common stock and warrants are thinly traded and there can be no assurance that a more active public market will ever develop.

to develop or maintain an active trading market could negatively affect the value of our common stock and make it difficult or impossible

for you to sell your shares.

common stock and Warrants are listed on Nasdaq but there can be no assurance that an active trading market will develop for our shares

and Warrants.

Should we fail to satisfy the Nasdaq continued listing standards, the trading price of our common stock could suffer and

the trading market for our common stock and warrants may be less liquid and our common stock price and warrant price may be subject to

increased volatility, making it difficult or impossible to sell shares of our common stock and warrants.

of our Nasdaq listed Warrants could discourage an acquisition of us by a third party .

provisions of our Nasdaq listed Warrants could make it more difficult or expensive for a third party to acquire us.

The Nasdaq listed

Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things,

the surviving entity assumes our obligations under the warrants.

These and other provisions of the Nasdaq listed Warrants could prevent

or deter a third party from acquiring us even where the acquisition could be beneficial to you.

can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in

a de-listing of our common stock .

Nasdaq Capital Market requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed.

If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from Nasdaq.

addition, to maintain a listing on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards,

including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain

corporate governance requirements.

If we are unable to satisfy these requirements or standards, we could be subject to delisting, which

would have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when

you wish to do so.

In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements,

but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market

price or improve the liquidity of our common stock, prevent our common stock from dropping below the minimum bid price requirement, or

prevent future non-compliance with the listing requirements.

stock price may be volatile.

5 unchanged sentences

or departures of key personnel;

of our common stock;

from preferred stock to common stock;

of our common and preferred stock;

ability to execute our business plan;

3 unchanged sentences

and other external factors.

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

to the operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market

price of our common stock.

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

operating performance of particular companies.

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

our common stock.

or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any statutory

holding period under Rule 144, or issued upon the conversion of preferred stock or exercise of warrants, it could create a circumstance

commonly referred to as an “overhang”

and in anticipation of which the market price of our common stock could fall.

The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability

to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we

deem reasonable or appropriate.

relations activities, nominal “float”

and supply and demand factors may affect the price of our stock.

Company expects to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create

investor awareness for the Company.

These campaigns may include personal, video and telephone conferences with investors and prospective

investors in which our business practices are described.

The Company may provide compensation to investor relations firms and

pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information

concerning the Company.

The Company does not intend to review or approve the content of such analysts’

reports or other

materials based upon analysts’

own research or methods.

Investor relations firms should generally disclose when they are

compensated for their efforts, but whether such disclosure is made or complete is not under our control.

In addition, investors

in the Company may, from time to time, also take steps to encourage investor awareness through similar activities that may be

undertaken at the expense of the investors.

Investor awareness activities may also be suspended or discontinued which may impact

the trading market our common stock.

SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with

the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false

or misleading information, particularly in cases where the hallmarks of “pump and dump”

activities may exist, such

as rapid share price increases or decreases.

We, and our shareholders may be subjected to enhanced regulatory scrutiny due to

the small number of holders who initially will own the registered shares of our common stock publicly available for resale, and

the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities

concerning penny-stocks, such as the OTCQB Marketplace or the OTCPink Marketplace (Pink OTC) or pink sheets.

Until such time as

our restricted shares are registered or available for resale under Rule 144, there will continue to be a small percentage of shares

held by a small number of investors, many of whom acquired such shares in privately negotiated purchase and sale transactions,

which will constitute the entire available trading market.

The Supreme Court has stated that manipulative action is a term of

art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting

the price of securities.

Often times, manipulation is associated by regulators with forces that upset the supply and demand factors

that would normally determine trading prices.

Since a small percentage of the outstanding common stock of the Company will initially

be available for trading, held by a small number of individuals or entities, the supply of our common stock for sale will be extremely

limited for an indeterminate amount of time, which could result in higher bids, asks or sales prices than would otherwise exist.

Securities regulators have often cited factors such as thinly-traded markets, small numbers of holders, and awareness campaigns

as hallmarks of claims of price manipulation and other violations of law when combined with manipulative trading, such as wash

sales, matched orders or other manipulative trading timed to coincide with false or touting press releases.

There can be no assurance

that the Company’s or third-parties’

activities, or the small number of potential sellers or small percentage of stock

in the “float,”

or determinations by purchasers or holders as to when or under what circumstances or at what prices

they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the

normal supply and demand factors that determine the price of the stock.

Unresolved Staff Comments

Description of Property.

rent our office space at 18851 N.E.

29th Ave, Suite 700, Aventura, Florida 33180 for $314 per month and our facilities in Poole,

England for £2,128 (or approximately US$2,717) per month.

We estimate that this property will meet the Company’s

needs for the foreseeable future.

our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any statutory holding

period under Rule 144, or issued upon the conversion of preferred stock or exercise of warrants, it could create a circumstance commonly

referred to as an “overhang” and in anticipation of which the market price of our common stock could fall.

The existence

of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing

through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

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