What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2021-03-30 compared with 2020-04-29 · 668 added, 676 removed, 1186 unchanged (53% of the section changed)

8 unchanged sentences

and eVance Processing,

and share exchange with OmniSoft and CrowdPay has collectively formed a new business platform that needs to be integrated,

which may create certain risks and may adversely affect our business, financial condition or results of operations.

and share exchange with OmniSoft and CrowdPay has collectively formed a new business platform which we are continuing to

integrate into our overall operations, and which may create certain risks and may adversely affect our business, financial condition

or results of operations.

April 9, 2018, we acquired substantially all of the assets of Excel and its subsidiaries Payprotec Oregon, LLC, Excel Business

2 unchanged sentences

for $12.5 million through a foreclosure sale conducted under the Uniform Commercial

Code of the State of New York.

Since closing the Asset Acquisition, we have been in the process of integrating our operations

with the acquired assets.

May 9, 2018, we entered into separate share exchange agreements with the stockholders of OmniSoft and CrowdPay, affiliate

companies of our company’s majority stockholder.

Pursuant to the share exchange agreement with OmniSoft, the stockholders

of OmniSoft transferred to us all of the issued and outstanding shares of OmniSoft common stock in exchange for an aggregate of

Code of the State of New York (“Asset Acquisition”).

Since closing the Asset Acquisition, we have been in the process

of integrating our operations with the acquired assets.

May 9, 2018, we entered into separate share exchange agreements with the stockholders of OmniSoft and CrowdPay, affiliate companies

of our company’s majority stockholder.

Pursuant to the share exchange agreement with OmniSoft, the stockholders of OmniSoft

transferred to us all of the issued and outstanding shares of OmniSoft common stock in exchange for an aggregate of 1,833,333

shares of our common stock.

Pursuant to the share exchange agreement with CrowdPay, the stockholders of CrowdPay

transferred to us all of the issued and outstanding shares of CrowdPay common stock in exchange for an aggregate of 2,916,667 shares

of our common stock.

The share exchange transactions closed on May 9, 2018, on which date OmniSoft and CrowdPay became wholly

owned subsidiaries of the Company.

Pursuant to the share exchange agreement with CrowdPay, the stockholders of CrowdPay transferred to

us all of the issued and outstanding shares of CrowdPay common stock in exchange for an aggregate of 2,916,667 shares of our common

The share exchange transactions closed on May 9, 2018, on which date OmniSoft and CrowdPay became wholly owned subsidiaries

of the Company (the “Share Exchange”).

the consummation of the Asset Acquisition and the Share Exchange, we have a limited history upon which an evaluation of our performance

9 unchanged sentences

in connection with the integration of Excel could adversely affect our business, financial condition or results of operations.

failure to raise sufficient funds may result in a default under our loan agreement with GACP and result in a substantial loss

of our assets.

order to finance the Asset Acquisition, we entered into a Loan and Security Agreement (as amended by Amendment No.

1 to Loan and

Security Agreement dated July 30, 2018, Amendment No.

3 to Loan and Security Agreement dated February 5, 2019 and Amendment

4 to Loan and Security Agreement dated April 24, 2020, the “Credit Agreement”), dated as of April 9, 2018,

by and among our subsidiaries Securus365, Inc., eVance Capital, Inc., and eVance Inc., (the “Purchasers”) and GACP

Finance Co., LLC, a Delaware limited liability company (“GACP”), as administrative agent and collateral agent (“Agent”),

and as the initial sole lender thereunder.

Under the Credit Agreement, GACP provided a term loan of $12,500,000 (the “Term

or the “Excel Loan”) to us, which obligations are guaranteed by our Company.

Collectively, the Company

and the Purchasers are referred to as the “Loan Parties”.

Term Loan matures in full on April 9, 2022.

The Term Loan can be prepaid without penalty in part with ten (10) days’

prior written notice to the Agent, and in full with thirty (30) days’

prior written notice.

The Term Loan is subject to

an interest rate of 9.0% per annum, payable monthly in arrears.

OmniSoft and CrowdPay were also each liable as a loan party under

the Term Loan.

To date, we have made principal payments of $1,000,000 in July 2018 and $2,000,000 in November 2018 pursuant to

the terms of the Credit Agreement (though the payments were made with the proceeds of a subordinated promissory note in the principal

amount of $3,000,000 with a maturity date of September 30, 2020, to be extended to September 30, 2022 simultaneous to

the completion of our proposed public offering), issued to a significant stockholder of our company, which bears interest at a

rate of 12% per annum and is subordinated to the Term Loan).

On April 24, 2020, We entered into Amendment No.

4 to extend the

Maturity Date of the indebtedness to April 9, 2022 and to waive any outstanding events of default.

In consideration for the foregoing,

the Credit Agreement was amended to include a new principal repayment schedule under the Term Loan whereby the Company paid an

amount equal to $125,000 upon execution of Amendment No.

4 and the Company agreed to make a monthly payment of $25,000 per month,

commencing May 1, 2020, and on the first business day of each calendar month thereafter until the Maturity Date.

obligations of the loan parties under the Credit Agreement are secured by all of their respective assets and the loan parties

pledged all of their assets as collateral for their obligations under the Credit Agreement.

Additionally, our ownership interests

in OmniSoft, CrowdPay and the Purchasers are pledged in favor of GACP pursuant to the Term Loan.

by the time our principal payments become due in 2022, we are unable to obtain sufficient financing to meet our payment obligations

under the Term Loan, we will be in default under the Credit Agreement.

If not cured or waived, such default under the Credit Agreement

could enable GACP to declare all outstanding amounts under the Term Loan, together with accrued and unpaid interest and fees,

to be due and payable.

In addition, GACP could also elect to foreclose on our assets securing the Term Loan.

In such event, we

may not be able to refinance or repay all of our indebtedness or have sufficient liquidity to meet operating and capital expenditure

requirements.

Any such acceleration of the Term Loan could cause us to lose a substantial portion of our assets and will substantially

adversely affect our ability to continue our operations.

are subject to significant restrictive debt covenants, which limit our operating flexibility.

are subject to restrictive debt covenants which impose significant restrictions on the manner we and our subsidiaries operate,

including (but not limited to) restrictions on the ability to:

● create certain

and/or guarantees;

transactions other than on arm’s-length basis;

● pay dividends

or make certain distributions or payments;

● sell certain

kinds of assets;

any sale and leaseback transactions;

● make certain

investments or other types of restricted payments;

● substantially

change the nature of our business;

● effect mergers,

consolidations or sale of assets.

addition, our Credit Agreement also requires us to comply with a consolidated fixed charge coverage ratio and to maintain minimum

revenue for the trailing twelve month period.

Although we are currently in compliance, we have not complied with these obligations

at certain times since the Credit Agreement was entered into and were obligated to obtain certain waivers and modifications of

these provisions to avoid an acceleration event under the Credit Agreement.

Our ongoing ability to comply with these covenants

may be affected by events beyond our control and these covenants could limit our ability to finance our future operations and

our ability to pursue acquisitions and other business activities.

substantial and continuing losses, and significant operating expenses incurred in the past few years may cause us to be unable

to pursue all of our operational objectives if sufficient financing and/or additional cash from revenues is not realized.

We have limited cash resources

and operating losses throughout our history.

As of December 31, 2019, we had a working capital deficiency of $1,382,325, and a

net loss of $1,343,412 for the year ended December 31, 2019.

Our cash flow provided by operating activities for the year through

December 31, 2019 was $244,868, management has concluded that it has sufficient liquidity to continue operations for a period of

at least twelve months from the date our financial statements were prepared, this conclusion would not have been possible without

have limited cash resources and operating losses throughout our history.

As of December 31, 2020 and, we had a working capital

of $3,205,807 and a net loss of $1,776,727.

Our cash flow used by operating activities for the year ended December 31, 2020 was

Notwithstanding the foregoing, management has concluded that it has sufficient liquidity to continue operations for

a period of at least twelve months from the date of this Annual Report, which conclusion would not have been possible without

the amendments to the Credit Agreement, cash on hand from the proceeds of a litigation settlement and close monitoring of the

Company’s projected cash flow and operating expenses.

Further, in connection

with the response to the COVID-19 pandemic in the United States, the Company has experienced certain disruptions to its business

and has observed disruptions for the Company’s customers and merchants which has resulted in a decline in transaction volume.

While the volume of processing transactions by merchants in March was relatively in-line with the Company’s expectations,

it is expected that the number of transactions and resulting revenue could be as much as 40% lower than March during the month

We estimate that the number of transactions will continue to decline, along with revenues, until the response to the

COVID-19 pandemic allows customers to make more point of purchase transactions for merchants and more merchants provide for additional

contactless and online purchase options.

Based on this, the Company expects an overall decrease in revenue and cash flows from

operations during 2020 as compared to 2019.

As a result of these factors, the Company determined it was necessary to do a reforecast

of its cash flow for 2020 and an overall analysis of market trends to determine whether or not his has sufficient liquidity to

continue as a going concern for a period of at least twelve months from the date its financial statements were issued.

In considering

the anticipated impact of the COVID-19 pandemic response’s impact on the Company’s business, the Company believes it

will be able fund future liquidity and capital requirements through cash flows generated from its operating activities for a period

of at least twelve months from the date its financial statements are issued (see summary of Liquidity and Capital Resources in

Management’s Discussion and Analysis of Financial Condition and Results of Operation ) .

If our projected results

from operations for 2020 are adversely effected beyond what we anticipate, we may be required to obtain additional financing to

fund operations.

We may not be able to attract financing as needed, or if available, on reasonable terms as required and therefore

may not be able to accomplish our business goals or repay certain of our debts.

Further, the terms of any such financing may be

dilutive to existing stockholders or otherwise on terms not favorable to us or existing stockholders.

If we are unable to secure

financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required to change, significantly

reduce our operations or ultimately may not be able to continue our operations and there will be substantial doubt as to our ability

to continue as a going concern.

Company’s projected cash flow and operating expenses for a period of at least the next twelve months.

in connection with the response to the COVID-19 pandemic in the United States, the Company has experienced disruptions to its

business and has observed disruptions for the Company’s customers and merchants which has resulted in a decline in transaction

The Company estimates that the number of transactions will continue to stay at a depressed level or further decline from

the prior year, along with revenues, if the response to the COVID-19 pandemic reinstates stay-at-home restrictions and restricts

customers to make more point of purchase transactions for merchants and/or more merchants provide for additional contactless and

online purchase options.

The anticipated amount of decline in revenue is unknown, but the Company would be negatively impacted

until consumers return to the level of purchasing that occurred

a result of these factors, the Company determined it was necessary to do a reforecast of its cash flow for 2021 and an overall

analysis of market trends to determine whether or not his has sufficient liquidity to continue as a going concern for a period

of at least twelve months from the date of filing this Annual Report.

The Company also determined it was necessary to continue

to implement certain corporate actions, such as reducing discretionary expenses, in connection with its overall analysis to determine

whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date

its condensed consolidated financial statements were issued.

considering the anticipated impact of the COVID-19 pandemic on the Company’s business, the Company does not anticipate that

the pandemic will have a material impact on the Company’s business or liquidity and believes that it will be able fund future

liquidity and capital requirements through cash flows generated from its operating activities for a period of at least twelve

months from the date of this Annual Report (see “Management’s Discussion and Analysis of Financial Condition and Results

of Operations).

However, any additional closings and reopenings of businesses in the future will likely result in a month over

month decline and then increase similar to what occurred in March through June 2020.

there are unanticipated expenses, insufficient cash from operations or the impact of the COVID-19 pandemic, including but not

limited to losses arising from a second wave of businesses closing in response to the ongoing pandemic, which results in a larger

than anticipated decline in transactions, we may not be able to attract financing as needed, or if available, on reasonable terms

as required and therefore may not be able to accomplish our business goals or repay certain of our debts.

Further, the terms of

any such financing may be dilutive to existing stockholders or otherwise on terms not favorable to us or existing stockholders.

If we are unable to secure financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required

to change, significantly reduce our operations or ultimately may not be able to continue our operations and there will be substantial

doubt as to our ability to continue as a going concern.

have historically relied on related parties and affiliates to finance our operations, but there is no guarantee that these parties

will continue to finance our operations in the future.

date, we have financed our operations from short-term loans from Ronny Yakov, our Chief Executive Officer and John Herzog,

a significant shareholder of the Company.

Additionally, Mr.

Herzog has provided us with an assurance that he will provide

financial support, if needed, to assist with our ongoing working capital needs through the earlier of our proposed public offering

or November 2020 (other than our obligations to pay principal and interest with respect to the Excel Loan and Credit Agreement).

In addition Messrs.

Yakov and Herzog have indicated that, in the event that the Company does not make a required monthly payment

under the Credit Agreement, Messrs.

Yakov and Herzog may make an equity contribution to the Company for the sole purpose of allowing

the Company to pay the monthly payment obligation of the Company under the Credit Agreement However, we cannot guarantee that

Herzog will continue to fund our operations in this manner or that they will fund any requirement monthly

payments under the Credit Agreement which, if we cannot obtain additional financing or do not generate sufficient cash flow from

operations, will adversely affect our operating results and financial condition.

we will be able to fund future liquidity and capital requirements through cash flows generated from our operating activities alone

for a period of twelve months, we previously have financed our operations from short-term loans from Ronny Yakov, our Chief Executive

Officer and John Herzog, a significant shareholder of the Company.

It is not assured that Mr.

Herzog would continue

to provide such assistance if the Company were to require it in the future.

may be subject to liabilities arising prior to the Asset Acquisition under certain “successor liability”

11 unchanged sentences

reporting and concluded that our internal controls over financial reporting were not effective at December 31, 2020.

to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have

a material adverse effect on our business and stock price.

If we cannot remediate our current internal control finding or if we

cannot maintain effective internal controls over financial reporting in the future, it could harm us.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements in accordance with U.S.

establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material

adverse effect on our business and stock price.

If we cannot remediate our current internal control finding or if we cannot maintain

effective internal controls over financial reporting in the future, it could harm us.

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements in accordance with U.S.

generally accepted accounting principles (“GAAP”).

During the preparation

of our financial statements for both 2018 and 2019, we identified material weaknesses in our internal control over financial reporting

and concluded that our internal controls over financial reporting were not effective.

Under the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control –

Integrated Framework,

a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management

or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

A material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected

and corrected, on a timely basis.

During the preparation of our financial statements for both 2019 and 2020, we identified material weaknesses in our internal control

over financial reporting and concluded that our internal controls over financial reporting were not effective.

Under the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control —

Integrated Framework, a deficiency in internal control over financial reporting exists when the design or operation of a control

does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements

on a timely basis.

A material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be

prevented, or detected and corrected, on a timely basis.

carried out an evaluation, under the supervision and with the participation of our management, including our principal executive

7 unchanged sentences

to allow timely decisions regarding required disclosure.

Our independent registered

public accounting firm is not required to, and did not, issue an attestation report regarding the effectiveness of our internal

control over financial reporting as of December 31, 2019, in accordance with the provisions of Section 404 of the Sarbanes-Oxley Act.

Our principal executive

officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will

prevent all error or fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that

there are resource constraints and the benefits of controls must be considered relative to their costs.

Due to the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,

if any, have been detected.

If we are unable to comply

with the requirements of Section 404 in a timely manner or to assert that our internal control over financial reporting is effective,

or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal

control over financial reporting (if required), investors may lose confidence in the accuracy and completeness of our financial

reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by

NASDAQ, the SEC or other regulatory authorities, which could require additional financial and management resources.

independent registered public accounting firm is not required to, and did not, issue an attestation report regarding the effectiveness

of our internal control over financial reporting as of December 31, 2020, in accordance with the provisions of Section 404 of

the Sarbanes-Oxley Act.

principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our

internal controls will prevent all error or fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system

must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

we are unable to comply with the requirements of Section 404 in a timely manner or to assert that our internal control over financial

reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness

of our internal control over financial reporting (if required), investors may lose confidence in the accuracy and completeness

of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to

investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could

require additional financial and management resources.

operate in a complex regulatory environment, and failure to comply with applicable laws and regulations could adversely affect

11 unchanged sentences

may not be able to integrate new technologies and provide new services in a cost-efficient manner.

online ecommerce industry is subject to rapid and significant changes in technology, frequent new service introductions and evolving

online E-commerce industry is subject to rapid and significant changes in technology, frequent new service introductions and evolving

industry standards.

7 unchanged sentences

to attract new customers and/or sell new services to our existing customers.

In addition, delivery of new services in a cost-efficient manner

depends upon many factors, and we may not generate anticipated revenue from such services.

In addition, delivery of new services in a cost-efficient

manner depends upon many factors, and we may not generate anticipated revenue from such services.

in our networks and infrastructure may result in customer dissatisfaction, customer loss or both, which could materially and adversely

9 unchanged sentences

face the following risks to our networks, infrastructure and software applications:

● our territory

can have significant weather events which physically damage access lines;

● power surges

and outages, computer viruses or hacking, earthquakes, terrorism attacks, vandalism and software or hardware defects which are

beyond our control;

territory can have significant weather events which physically damage access lines;

surges and outages, computer viruses or hacking, earthquakes, terrorism attacks, vandalism and software or hardware defects which

are beyond our control;

spikes in demand or capacity limitations in our or our suppliers’

18 unchanged sentences

an effective sales force and qualified technical and managerial personnel.

We need software development specialists with in-depth knowledge

of a blend of IT and telecommunications or with a blend of security and telecom.

We intend to hire additional necessary employees,

including software engineers, communication engineers, project managers, sales consultants, employees and operational employees,

on a permanent basis.

We need software development specialists with in-depth

knowledge of a blend of IT and telecommunications or with a blend of security and telecom.

We intend to hire additional necessary

employees, including software engineers, communication engineers, project managers, sales consultants, employees and operational

employees, on a permanent basis.

The competition for qualified technical sales, technical, and managerial personnel in the communications

24 unchanged sentences

Chief Financial Officer is currently employed on a part-time basis.

the size of the Company and our operational needs, we initially hired our Chief Financial Officer, Rachel Boulds, on a part-time basis.

the size of the Company and our operational needs, we initially hired our Chief Financial Officer, Rachel Boulds, on a part-time

While we have discussed with Ms.

Boulds the possibility of becoming our fulltime Chief Financial Officer, Ms.

Boulds is currently

employed on a part-time basis.

Boulds the possibility of becoming our full-time Chief Financial Officer, Ms.

currently employed on a part-time basis.

In addition to her role as Chief Financial Officer, Ms.

Boulds is also operating her solo

accounting practice providing services for clients unrelated to the Company.

Boulds is also operating her

solo accounting practice providing services for clients unrelated to the Company.

While we believe that Ms.

15 unchanged sentences

our competitive position or meet our customers’

Company’s financial condition and results of operations for the fiscal year 2021 is very likely to be adversely affected

by the recent COVID-19 outbreak.

New York and Atlanta areas, including the location of the Company’s corporate headquarters and its operations business,

are currently experiencing significant impact of the coronavirus outbreak in the U.S.

The Company is currently following the recommendations

of local health authorities to minimize exposure risk for its employees and visitors.

However, the scale and scope of this pandemic

is unknown and the duration of the business disruption and related financial impact cannot be reasonably estimated at this time.

While the Company is currently implementing specific business continuity plans to reduce the potential impact of COVID-19, the

Company, has, as of the date of this Annual Report, suffered a negative impact during March through June 2020, when compared to

its prior year performance, while most states in the United States were under stay-at-home orders (though, as of the date of this

Annual Report, the Company has seen increases in transactions as most states in the United States have started to fully open businesses),

which the Company anticipates will reduce the overall negative impact on its business during 2021.

However, there is no guarantee

that the Company’s continuity plan will be successful, that the relaxation of stay-at-home orders and opening of businesses

will positively impact the Company’s business or that the Company’s merchants in any case will meet the number of

forecasted transactions due to a change in consumer activity around point of sale purchasing resulting from the temporary closure

of businesses.

Company has already experienced certain disruptions to its business and disruptions may occur for the Company’s customers

and merchants that may materially affect the number of transactions processed by the Company.

This has and would continue to result

in lost sales, additional costs, or penalties, or damage to the Company’s reputation.

Similarly, COVID-19 has already and

could continue to impact the Company’s customers and/or merchants as a result of a health epidemic or other outbreak occurring

in other locations which could reduce their demand for Company products.

The extent to which COVID-19 or any other health epidemic

may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted,

including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its

impact, among others.

Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results of operations,

financial condition and prospects.

Related to Our Business

1 unchanged sentence

regulatory framework for online capital formation or crowdfunding is very new.

The regulations that govern the companies and broker-dealers that

utilize our platform and the investors that find investment opportunities on our platform have been in existence for a very few

The regulations that govern the companies and broker-dealers

that utilize our platform and the investors that find investment opportunities on our platform have been in existence for a very

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

1 unchanged sentence

Further, existing laws and regulations may be interpreted

in ways that would impact our platform, including our ability to communicate and work with investors, broker-dealers and

the companies that use our platforms’

For instance over the past year, there have been several attempts to modify

the current regulatory regime.

Some of those suggested reforms could make it easier for anyone to sell securities (without using

our platform), or could increase our regulatory burden, including requiring us to register as a broker-dealer or funding

portal before we choose to do so.

in ways that would impact our platform, including our ability to communicate and work with investors, broker-dealers and the companies

that use our platforms’

For instance over the past year, there have been several attempts to modify the current

regulatory regime.

Some of those suggested reforms could make it easier for anyone to sell securities (without using our platform),

or could increase our regulatory burden, including requiring us to register as a broker-dealer or funding portal before we choose

Any such changes would have a negative impact on our business.

the event we are required or decide to register as a broker-dealer or funding portal, our current business model could be

our current structure, we believe we are not required to register as a broker-dealer or funding portal under federal and

Further, none of our officers or our chairman has previous experience in securities markets or regulations or has

passed any related examinations or holds any accreditations.

We comply with the rules surrounding funding portals and restrict

our activities and services so as to not be deemed a broker-dealer under state and federal regulations.

However, if we were

deemed by a relevant authority to be acting as a broker-dealer or a funding portal, we could be subject to a variety of penalties,

including fines and rescission offers.

Further, we may decide for business reasons or we may be required to register as a broker-dealer or

a funding portal, which would increase our costs, especially our compliance costs.

If we are required but decide not to register

as a broker-dealer or act in association with a broker-dealer in our transactions or to register as a funding portal,

we may not be able to continue to operate under our current business model.

the event we are required or decide to register as a broker-dealer or funding portal, our current business model could be affected.

our current structure, we believe we are not required to register as a broker-dealer or funding portal under federal and state

Further, none of our officers or our chairman has previous experience in securities markets or regulations or has passed

any related examinations or holds any accreditations.

We comply with the rules surrounding funding portals and restrict our activities

and services so as to not be deemed a broker-dealer under state and federal regulations.

However, if we were deemed by a relevant

authority to be acting as a broker-dealer or a funding portal, we could be subject to a variety of penalties, including fines

and rescission offers.

Further, we may decide for business reasons or we may be required to register as a broker-dealer or a funding

portal, which would increase our costs, especially our compliance costs.

If we are required but decide not to register as a broker-dealer

or act in association with a broker-dealer in our transactions or to register as a funding portal, we may not be able to continue

to operate under our current business model.

may be liable for misstatements made by issuers on our platform.

34 unchanged sentences

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

we rely on a third-party technology provider to provide some of our back-up technology as well as act as our escrow

Any disruptions of services or cyber-attacks either on our technology provider or on our company could harm our reputation

and materially negatively impact our financial condition and business.

we rely on a third-party technology provider to provide some of our back-up technology as well as act as our escrow agent.

disruptions of services or cyber-attacks either on our technology provider or on our company could harm our reputation and materially

negatively impact our financial condition and business.

currently relies on one escrow agent and technology service provider.

8 unchanged sentences

Adverse national and international

economic conditions, including as a result of epidemics and pandemics, may reduce the future availability of investment dollars,

which would negatively impact revenues generated by CrowdPay and possibly our ability to continue operations at CrowdPay.

not possible to accurately predict the potential adverse impacts on us, if any, of current economic conditions on its financial

condition, operating results and cash flow.

economic conditions, including as a result of COVID-19, may reduce the future availability of investment dollars, which would

negatively impact revenues generated by CrowdPay and possibly our ability to continue operations at CrowdPay.

It is not possible

to accurately predict the potential adverse impacts on us, if any, of current economic conditions on its financial condition,

operating results and cash flow.

face significant market competition.

6 unchanged sentences

some established broker-dealers.

Further, online capital formation is not the only way to address helping start-ups raise

capital, and we have to compete with a number of other approaches, including traditional venture capital investments, loans and

other traditional methods of raising funds and companies conducting crowdfunding raises on their own websites.

Additionally, some

competitors and future competitors may be better capitalized than us, which would give them a significant advantage in marketing

and operations.

revenues and profits, if any, are subject to fluctuations.

Further, online capital formation is not the only way to address helping start-ups raise capital,

and we have to compete with a number of other approaches, including traditional venture capital investments, loans and other traditional

methods of raising funds and companies conducting crowdfunding raises on their own websites.

Additionally, some competitors and

future competitors may be better capitalized than us, which would give them a significant advantage in marketing and operations.

revenues and profits are subject to fluctuations.

is difficult to accurately forecast our revenues and operating results, and these could fluctuate in the future due to a number

10 unchanged sentences

(including the various reasons described in the risk factors herein) or for no reason it will have a material adverse effect on

Substantially

all of our revenue has been generated from our eVance business (see our financial statements and related notes included in this

report for more information), though we did begin generating revenue from our OmniSoft and CrowdPay business during the second

half of 2019.

While we expect to continue to build out our OmniSoft software business over the next 12 to 18 months, continue

to rely more heavily on our PayFac model to generate revenue and to transition away from our reliance on our eVance business,

there is no guarantee that we will be able to do so.

Accordingly, if we are unable to maintain our eVance business it will have

a material adverse effect on our company.

Historically,

substantially all of our revenue has been generated from our eVance business, though we did begin generating revenue from our

OmniSoft and CrowdPay business during the second half of 2019.

While we expect to build out our OmniSoft software business over

the next 12 to 18 months and to rely more heavily on our PayFac model to generate revenue and to transition away from our reliance

on our eVance business, there is no guarantee that we will be able to do so (particularly, giving effect to the impact of COVID-19).

Accordingly, if we are unable to maintain our eVance business it will have a material adverse effect on our company.

ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may

10 unchanged sentences

We must anticipate and respond to these changes in order to remain competitive within our relative

In addition, failure to develop value-added services that meet the needs and preferences of our merchants could

adversely affect our ability to compete effectively in our industry.

In addition, failure to develop value-added services that meet the needs and preferences of our merchants could adversely

affect our ability to compete effectively in our industry.

Furthermore, merchants’

or consumers’

negative reaction to our products and services can spread quickly through social media and damage our reputation before we have

the opportunity to respond.

If we are unable to anticipate or respond to technological or industry standard changes on a timely

basis, our ability to remain competitive could be adversely affected.

potential negative

reaction to our products and services can spread quickly through social media and damage our reputation before we have the opportunity

If we are unable to anticipate or respond to technological or industry standard changes on a timely basis, our ability

to remain competitive could be adversely affected.

and increasingly intense competition worldwide in the financial services and payment technology industries may adversely affect

1 unchanged sentence

financial services and payment technology industries are highly competitive, and our payment services and solutions compete against

all forms of financial services and payment systems, including cash and checks, and electronic, mobile, ecommerce and integrated

all forms of financial services and payment systems, including cash and checks, and electronic, mobile, E-commerce and integrated

payment platforms.

10 unchanged sentences

We also compete against new entrants that have developed alternative

payment systems, ecommerce payment systems, payment systems for mobile devices and customized integrated software payment solutions.

payment systems, E-commerce payment systems, payment systems for mobile devices and customized integrated software payment solutions.

Failure to compete effectively against any of these competitive threats could adversely affect our business, financial condition

5 unchanged sentences

expect that the competitive landscape will continue to change, including:

significant changes in technology, resulting in new and innovative payment methods and programs, that could place us at a competitive

disadvantage and reduce the use of our products and services;

and significant changes in technology, resulting in new and innovative payment methods and programs, that could place us at a

competitive disadvantage and reduce the use of our products and services;

● competitors,

merchants, governments and other industry participants may develop products and services that compete with or replace our value-added products

and services, including products and services that enable card networks and banks to transact with consumers directly;

merchants, governments and other industry participants may develop products and services that compete with or replace our value-added

products and services, including products and services that enable card networks and banks to transact with consumers directly;

● participants

1 unchanged sentence

that may strengthen their existing business services or create new payment services that compete with our services;

● new services

and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology, tokenization,

Blockchain and other safety and security technologies.

services and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology,

tokenization, Blockchain and other safety and security technologies.

to compete effectively against any of these or other competitive threats could adversely affect our business, financial condition

8 unchanged sentences

reducing the number or average purchase amount of transactions we process.

For example, as of the date of this report, the recent

COVID-19 coronavirus outbreak, has impacted and may continue to impact the global economy or negatively affect various aspects

For example, as of the date of this Annual Report,

the recent COVID-19 pandemnic, has impacted and may continue to impact the global economy or negatively affect various aspects

of our business, including reductions in the amount of consumer spending and lending which could result in a decrease in our revenue

5 unchanged sentences

These trends could include:

economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border travel

patterns, on which the majority of our revenue is dependent;

of consumer and business confidence typically associated with recessionary environments, and those markets experiencing relatively

high unemployment, may result in decreased spending by cardholders;

economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border

travel patterns, on which the majority of our revenue is dependent;

levels of consumer and business confidence typically associated with recessionary environments, and those markets experiencing

relatively high unemployment, may result in decreased spending by cardholders;

concerns in the United States and other countries around the world could affect the United States and other specific sovereign

9 unchanged sentences

may decrease spending for value-added services we market and sell;

● a weakening

in the economy, either do to the global COVID-19 outbreak or otherwise, has forced, and could continue to force merchants to close

at higher than historical rates in part because many of them are not as well capitalized as larger organizations, which could

expose us to potential credit losses and future transaction declines;

weakening in the economy, either due to the global COVID-19 outbreak or otherwise, has forced, and could continue to force merchants

to close at higher than historical rates in part because many of them are not as well capitalized as larger organizations, which

could expose us to potential credit losses and future transaction declines;

intervention, including the effect of laws, regulations and government investments in our merchants, may have potential negative

30 unchanged sentences

Some of this information is also processed and stored by our merchants,

sales and financial institution partners, third-party service providers to whom we outsource certain functions and other

agents, which we refer to collectively as our associated third parties.

We have certain responsibilities to card networks and

their member financial institutions for any failure, including the failure of our associated third parties, to protect this information.

are a regular target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or penetrate or

bypass our security measures, in order to gain unauthorized access to our networks and systems or those of our associated third

sales and financial institution partners, third-party service providers to whom we outsource certain functions and other agents,

which we refer to collectively as our associated third parties.

We have certain responsibilities to card networks and their member

financial institutions for any failure, including the failure of our associated third parties, to protect this information.

are a regular target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass

our security measures, in order to gain unauthorized access to our networks and systems or those of our associated third parties.

Such access could lead to the compromise of sensitive, business, personal or confidential information.

As a result, we

proactively employ multiple methods at different layers of our systems to defend our systems against intrusion and attack and

to protect the data we collect.

However, we cannot be certain that these measures will be successful and will be sufficient to

counter all current and emerging technology threats that are designed to breach our systems in order to gain access to confidential

As a result, we proactively

employ multiple methods at different layers of our systems to defend our systems against intrusion and attack and to protect the

data we collect.

However, we cannot be certain that these measures will be successful and will be sufficient to counter all current

and emerging technology threats that are designed to breach our systems in order to gain access to confidential information.

computer systems and our associated third parties’

17 unchanged sentences

Any problems experienced by these third

parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or cyber-attacks and

security breaches, could adversely affect our ability to service our merchant customers or otherwise conduct our business.

parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or cyber-attacks

and security breaches, could adversely affect our ability to service our merchant customers or otherwise conduct our business.

could also be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing purposes

28 unchanged sentences

A system outage or other failure could adversely affect

our business, financial condition or results of operations, including by damaging our reputation or exposing us to third-party liability.

Card network rules and certain governmental regulations allow for possible penalties if our systems do not meet certain operating

our business, financial condition or results of operations, including by damaging our reputation or exposing us to third-party

Card network rules and certain governmental regulations allow for possible penalties if our systems do not meet certain

operating standards.

To successfully operate our business, we must be able to protect our processing and other systems from interruption,

82 unchanged sentences

Higher than expected attrition could adversely affect our business, financial condition or results of operations.

In addition, in certain of the markets in which we conduct business, a substantial portion of our revenue is derived from long-term contracts.

If we are unable to renew our referral partner and our merchant contracts on favorable terms, or at all, our business, financial

condition or results of operations could be adversely affected.

In addition, in certain of the markets in which we conduct business, a substantial portion of our revenue is derived from long-term

If we are unable to renew our referral partner and our merchant contracts on favorable terms, or at all, our business,

financial condition or results of operations could be adversely affected.

incur chargeback liability when our merchants refuse to or cannot reimburse chargebacks resolved in favor of their customers.

9 unchanged sentences

transactions in which consumers do not physically present cards to merchants in connection with the purchase of goods and services,

such as ecommerce, telephonic and mobile transactions.

such as E-commerce, telephonic and mobile transactions.

We may experience significant losses from chargebacks in the future.

34 unchanged sentences

we rely on third-party vendors to provide products and services, we could be adversely impacted if they fail to fulfill their

depend on third-party vendors and partners to provide us with certain products and services, including components of our

computer systems, software, data centers and telecommunications networks, to conduct our business.

For example, we rely on third

parties for services such as organizing and accumulating certain daily transaction data on a merchant-by-merchant and card

issuer-by-card issuer basis and forwarding the accumulated data to the relevant card network.

We also rely on third parties

for specific software and hardware used in providing our products and services.

Some of these organizations and service providers

are our competitors or provide similar services and technology to our competitors, and we do not have long-term or exclusive

contracts with them.

systems and operations or those of our third-party vendors and partners could be exposed to damage or interruption from,

among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks,

acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events.

In addition, we may

be unable to renew our existing contracts with our most significant vendors and partners or our vendors and partners may stop

providing or otherwise supporting the products and services we obtain from them, and we may not be able to obtain these or similar

products or services on the same or similar terms as our existing arrangements, if at all.

The failure of our vendors and partners

to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason could

adversely affect our operations and profitability due to, among other consequences:

merchants and partners;

merchant and cardholder data;

● fines imposed

by card networks;

our business or reputation resulting from negative publicity;

depend on third-party vendors and partners to provide us with certain products and services, including components of our computer

systems, software, data centers and telecommunications networks, to conduct our business.

For example, we rely on third parties

for services such as organizing and accumulating certain daily transaction data on a merchant-by-merchant and card issuer-by-card

issuer basis and forwarding the accumulated data to the relevant card network.

We also rely on third parties for specific software

and hardware used in providing our products and services.

Some of these organizations and service providers are our competitors

or provide similar services and technology to our competitors, and we do not have long-term or exclusive contracts with them.

systems and operations or those of our third-party vendors and partners could be exposed to damage or interruption from, among

other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service

attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events (including

events that are the result of the COVID-19 pandemic).

In addition, we may be unable to renew our existing contracts with our most

significant vendors and partners or our vendors and partners may stop providing or otherwise supporting the products and services

we obtain from them, and we may not be able to obtain these or similar products or services on the same or similar terms as our

existing arrangements, if at all.

The failure of our vendors and partners to perform their obligations and provide the products

and services we obtain from them in a timely manner for any reason could adversely affect our operations and profitability due

to, among other consequences:

of merchants and partners;

of merchant and cardholder data;

imposed by card networks;

to our business or reputation resulting from negative publicity;

to fraud losses or other liabilities;

10 unchanged sentences

or results of operations.

significant number of our merchants are small- and medium-sized businesses and small affiliates of large companies, which

can be more difficult and costly to retain than larger enterprises and may increase the impact of economic fluctuations on us.

significant number of our merchants are small- and medium-sized businesses and small affiliates of large companies, which can

be more difficult and costly to retain than larger enterprises and may increase the impact of economic fluctuations on us.

market and sell our products and services to, among others, small and midsized businesses (“SMBs”) and small affiliates

4 unchanged sentences

large enterprises as SMB merchants:

higher rates of business failures and more limited resources;

● are typically

less sophisticated in their ability to make technology-related decisions based on factors other than price;

decisions related to the choice of payment processor dictated by their affiliated parent entity;

able to change their payment processors than larger organizations dependent on our services.

have higher rates of business failures and more limited resources;

typically less sophisticated in their ability to make technology-related decisions based on factors other than price;

have decisions related to the choice of payment processor dictated by their affiliated parent entity;

more able to change their payment processors than larger organizations dependent on our services.

are typically more susceptible to the adverse effects of economic fluctuations (including as a result of epidemics and pandemics).

37 unchanged sentences

We believe future growth in the use of credit and debit

cards and other electronic payments will be driven by the cost, ease-of-use, quality of services offered to consumers and businesses

and general market conditions.

In order to consistently increase and maintain our profitability, consumers and businesses must

continue to use electronic payment methods that we process, including credit and debit cards.

cards and other electronic payments will be driven by the cost, ease-of-use and quality of services offered to consumers and businesses.

In order to consistently increase and maintain our profitability, consumers and businesses must continue to use electronic payment

methods that we process, including credit and debit cards.

in card network fees and other changes to fee arrangements may result in the loss of merchants or a reduction in our earnings.

51 unchanged sentences

We have historically experienced merchant turnover as a result

of many of our merchants being small- and medium-sized businesses, or SMBs, that are more susceptible than larger businesses

to general economic conditions, including as a result of epidemics and pandemics, and other risks affecting their businesses.

Many of these SMBs are in the entrepreneurial stage of their development and there is no guarantee that their businesses will

Our costs associated with subscription renewals are substantially lower than costs associated with generating revenue

from new merchants or costs associated with generating sales of additional solutions to existing merchants.

Therefore, if we are

unable to retain merchants or if we are unable to increase revenues from existing merchants, even if such losses are offset by

an increase in new merchants or an increase in other revenues, our operating results could be adversely impacted.

of many of our merchants being small- and medium-sized businesses, or SMBs, that are more susceptible than larger businesses to

general economic conditions and other risks affecting their businesses.

Many of these SMBs are in the entrepreneurial stage of

their development and there is no guarantee that their businesses will succeed.

Our costs associated with subscription renewals

are substantially lower than costs associated with generating revenue from new merchants or costs associated with generating sales

of additional solutions to existing merchants.

Therefore, if we are unable to retain merchants or if we are unable to increase

revenues from existing merchants, even if such losses are offset by an increase in new merchants or an increase in other revenues,

our operating results could be adversely impacted.

may also fail to attract new merchants, retain existing merchants or increase sales to both new and existing merchants as a result

14 unchanged sentences

technological change;

and our focus on long-term value over short-term results, meaning that we may make strategic decisions

that may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission

and will improve our financial performance over the long-term.

and our focus on long-term value over short-term results, meaning that we may make strategic decisions that

may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission and

will improve our financial performance over the long-term.

Additionally,

103 unchanged sentences

to claims would be enforceable or adequate or would otherwise protect us from liabilities or damages with respect to any particular

Even if not successful, a claim brought against us by any of our merchants would likely be time-consuming and costly

to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions.

Even if not successful, a claim brought against us by any of our merchants would likely be time-consuming and costly to

defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions.

may be unable to achieve or maintain data transmission capacity.

12 unchanged sentences

speed, data capacity and bandwidth.

If one of these third-parties suffers from capacity constraints, our business may be

adversely affected.

In addition, because we and our merchants generate a disproportionate amount of revenue in the fourth quarter,

any disruption in our merchants’

ability to process and fulfill customer orders in the fourth quarter could have a disproportionately

negative effect on our operating results.

If one of these third-parties suffers from capacity constraints, our business may be adversely

In addition, because we and our merchants generate a disproportionate amount of revenue in the fourth quarter, any disruption

in our merchants’

ability to process and fulfill customer orders in the fourth quarter could have a disproportionately negative

effect on our operating results.

growth depends in part on the success of our strategic relationships with third parties.

anticipate that the growth of our business will continue to depend on third-party relationships, including relationships

with our app developers, theme designers, referral sources, resellers, payment processors and other partners.

anticipate that the growth of our business will continue to depend on third-party relationships, including relationships with

our app developers, theme designers, referral sources, resellers, payment processors and other partners.

In addition to growing

our third-party partner ecosystem, we intend to pursue additional relationships with other third-parties, such as technology

and content providers and implementation consultants.

Identifying, negotiating and documenting relationships with third parties

requires significant time and resources as does integrating third-party content and technology.

Some of the third parties

that sell our services have the direct contractual relationships with the merchants, and therefore we risk the loss of such merchants

if the third parties fail to perform their obligations.

Our agreements with providers of cloud hosting, technology, content and

consulting services are typically non-exclusive and do not prohibit such service providers from working with our competitors

or from offering competing services.

These third-party providers may choose to terminate their relationship with us or to

make material changes to their businesses, products or services.

Our competitors may be effective in providing incentives to third

parties to favor their products or services or to prevent or reduce subscriptions to our platform.

In addition, these providers

may not perform as expected under our agreements or under their agreements with our merchants, and we or our merchants may in

the future have disagreements or disputes with such providers.

If we lose access to products or services from a particular supplier,

or experience a significant disruption in the supply of products or services from a current supplier, especially a single-source supplier,

it could have an adverse effect on our business and operating results.

our third-party partner ecosystem, we intend to pursue additional relationships with other third-parties, such as technology and

content providers and implementation consultants.

Identifying, negotiating and documenting relationships with third parties requires

significant time and resources as does integrating third-party content and technology.

Some of the third parties that sell our

services have the direct contractual relationships with the merchants, and therefore we risk the loss of such merchants if the

third parties fail to perform their obligations.

Our agreements with providers of cloud hosting, technology, content and consulting

services are typically non-exclusive and do not prohibit such service providers from working with our competitors or from offering

competing services.

These third-party providers may choose to terminate their relationship with us or to make material changes

to their businesses, products or services.

Our competitors may be effective in providing incentives to third parties to favor

their products or services or to prevent or reduce subscriptions to our platform.

In addition, these providers may not perform

as expected under our agreements or under their agreements with our merchants, and we or our merchants may in the future have

disagreements or disputes with such providers.

If we lose access to products or services from a particular supplier, or experience

a significant disruption in the supply of products or services from a current supplier, especially a single-source supplier, it

could have an adverse effect on our business and operating results.

we fail to maintain a consistently high level of customer service, our brand, business and financial results may be harmed.

8 unchanged sentences

Any failure to maintain a consistently high level of customer service, or a market perception that

we do not maintain high-quality customer service, could adversely affect our reputation and the number of positive merchant

referrals that we receive.

we do not maintain high-quality customer service, could adversely affect our reputation and the number of positive merchant referrals

that we receive.

use a limited number of data centers to deliver our services.

1 unchanged sentence

currently manage our services and serve all of our merchants from two third-party data center facilities.

While we own the

hardware on which our platform runs and deploy this hardware to the data center facilities, we do not control the operation of

these facilities.

We have experienced, and may in the future experience, failures at the third-party data centers where our

hardware is deployed from time to time.

Data centers are vulnerable to damage or interruption from human error, intentional bad

acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications

failures and similar events.

While we own the hardware

on which our platform runs and deploy this hardware to the data center facilities, we do not control the operation of these facilities.

We have experienced, and may in the future experience, failures at the third-party data centers where our hardware is deployed

from time to time.

Data centers are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes,

hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures

and similar events.

Any of these events could result in lengthy interruptions in our services.

Changes in law or regulations

applicable to data centers in various jurisdictions could also cause a disruption in service.

Interruptions in our services would

reduce our revenue, subject us to potential liability and adversely affect our ability to retain our merchants or attract new

The performance, reliability and availability of our platform is critical to our reputation and our ability to attract

and retain merchants.

Merchants could share information about bad experiences on social media, which could result in damage to

our reputation and loss of future sales.

The property and business interruption insurance coverage we carry may not be adequate

to compensate us fully for losses that may occur.

Changes in law or regulations applicable

to data centers in various jurisdictions could also cause a disruption in service.

Interruptions in our services would reduce

our revenue, subject us to potential liability and adversely affect our ability to retain our merchants or attract new merchants.

The performance, reliability and availability of our platform is critical to our reputation and our ability to attract and retain

Merchants could share information about bad experiences on social media, which could result in damage to our reputation

and loss of future sales.

The property and business interruption insurance coverage we carry may not be adequate to compensate

us fully for losses that may occur.

devices are increasingly being used to conduct commerce, and if our solutions do not operate as effectively when accessed through

these devices, our merchants and their customers may not be satisfied with our services, which could harm our business.

are dependent on the interoperability of our platform with third-party mobile devices and mobile operating systems as well

as web browsers that we do not control.

Any changes in such devices, systems or web browsers that degrade the functionality of

our platform or give preferential treatment to competitive services could adversely affect usage of our platform.

are dependent on the interoperability of our platform with third-party mobile devices and mobile operating systems as well as

web browsers that we do not control.

Any changes in such devices, systems or web browsers that degrade the functionality of our

platform or give preferential treatment to competitive services could adversely affect usage of our platform.

Effective mobile

16 unchanged sentences

our business and prospects.

impact of worldwide economic conditions, including as a result of epidemics and pandemics, and the resulting effect on spending

by SMBs, may adversely affect our business, operating results and financial condition.

impact of worldwide economic conditions (including, for example, from the COVID-19 pandemic), including the resulting effect on

spending by SMBs, may adversely affect our business, operating results and financial condition.

majority of the merchants that use our platform are SMBs and many of our merchants are in the entrepreneurial stage of their development.

8 unchanged sentences

Weakening economic

conditions may also adversely affect third-parties with whom we have entered into relationships and upon which we depend

in order to grow our business.

Uncertain and adverse economic conditions may also lead to increased refunds and chargebacks, any

of which could adversely affect our business.

rely on search engines and social networking sites to attract a meaningful portion of our merchants.

If we are not able to generate

traffic to our website through search engines and social networking sites, our ability to attract new merchants may be impaired.

In addition, if our merchants are not able to generate traffic to their shops through search engines and social networking sites,

their ability to attract consumers may be impaired.

of our merchants locate our website through internet search engines, such as Google, and advertisements on social networking sites,

such as Facebook.

The prominence of our website in response to internet searches is a critical factor in attracting potential

merchants to our platform.

If we are listed less prominently or fail to appear in search results for any reason, visits to our

website could decline significantly, and we may not be able to replace this traffic.

many consumers locate our merchants’

shops through internet search engines and advertisements on social networking sites.

If our merchants’

shops are listed less prominently or fail to appear in search results for any reason, visits to our merchants’

shops could decline significantly.

As a result, our merchants’

businesses may suffer, which would affect the ability of

such merchants to pay for our solutions.

engines revise their algorithms from time to time in an attempt to optimize their search results.

If search engines modify their

algorithms, our website and our merchants’

shops may appear less prominently or not at all in search results, which could

result in reduced traffic to our website and to our merchants’

Additionally,

if the price of marketing our solutions over search engines or social networking sites increases, we may incur additional marketing

expenses or may be required to allocate a larger portion of our marketing spend to search engine marketing and our business and

operating results could be adversely affected.

Furthermore, competitors may in the future bid on the search terms that we use

to drive traffic to our website.

Such actions could increase our marketing costs and result in decreased traffic to our website.

In addition, search engines or social networking sites may change their advertising policies from time to time.

If any change

to these policies delays or prevents us from advertising through these channels, it could result in reduced traffic to our website

and sales of our solutions.

As well, new search engines or social networking sites may develop, particularly in specific jurisdictions

that reduce traffic on existing search engines and social networking sites.

And if we are not able to achieve awareness through

advertising or otherwise, we may not achieve significant traffic to our website through these new platforms.

If we are unable

to continue to successfully promote and maintain our websites, or if we incur excessive expenses to do so, our business and operating

results could be adversely affected.

of merchants or the content of their shops could damage our brand, subject us to liability and harm our business and financial

terms of service prohibit our merchants from using our platform to engage in illegal activities and our terms of service permit

us to take down a merchant’s shop if we become aware of such illegal use.

Merchants may nonetheless engage in prohibited

or illegal activities or upload store content in violation of applicable laws, which could subject us to liability.

our brand may be negatively impacted by the actions of merchants that are deemed to be hostile, offensive, inappropriate or illegal.

We do not proactively monitor or review the appropriateness of the content of our merchants’

shops and we do not have control

over merchant activities.

The safeguards we have in place may not be sufficient for us to avoid liability or avoid harm to our

brand, especially if such hostile, offensive, inappropriate or illegal use is high profile, which could adversely affect our business

and financial results.

third-party apps and themes change such that we do not or cannot maintain the compatibility of our platform with these apps

and themes, or if we fail to provide third-party apps and themes that our merchants desire to add to their shops, demand

for our platform could decline.

success of our platform depends, in part, on our ability to integrate third-party apps, themes and other offerings into our

third-party ecosystem.

Third-party developers may change the features of their offerings or alter the terms governing

the use of their offerings in a manner that is adverse to us.

If we are unable to maintain technical interoperation, our merchants

may not be able to effectively integrate our platform with other systems and services they use.

We may also be unable to maintain

our relationships with certain third-party vendors if we are unable to integrate our platform with their offerings.

third-party developers may refuse to partner with us or limit or restrict our access to their offerings.

Such changes could

functionally limit or terminate our ability to use these third-party offerings with our platform, which could negatively

impact our solution offerings and harm our business.

If we fail to integrate our platform with new third-party offerings

that our merchants need for their shops, or to adapt to the data transfer requirements of such third-party offerings, we

may not be able to offer the functionality that our merchants and their customers expect, which would negatively impact our offerings

and, as a result, harm our business.

rely on computer hardware, purchased or leased, and software licensed from and services rendered by third parties in order to

provide our solutions and run our business, sometimes by a single-source supplier.

rely on computer hardware, purchased or leased, and software licensed from and services rendered by third-parties in order

to provide our solutions and run our business, sometimes by a single-source supplier.

Third-party hardware, software

and services may not continue to be available on commercially reasonable terms, or at all.

Any loss of the right to use or any

failures of third-party hardware, software or services could result in delays in our ability to provide our solutions or

run our business until equivalent hardware, software or services are developed by us or, if available, identified, obtained and

integrated, which could be costly and time-consuming and may not result in an equivalent solution, any of which could cause

an adverse effect on our business and operating results.

Further, merchants could assert claims against us in connection with

such service disruption or cease conducting business with us altogether.

Even if not successful, a claim brought against us by

any of our merchants would likely be time-consuming and costly to defend and could seriously damage our reputation and brand,

making it harder for us to sell our solutions.

tax laws could be enacted or existing laws could be applied to us or our merchants, which could increase the costs of our solutions

and adversely impact our business.

application of federal, state, provincial, local and foreign tax laws to solutions provided over the internet is evolving.

income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, possibly with retroactive

effect, and could be applied solely or disproportionately to solutions provided over the internet.

These enactments could adversely

affect our sales activity due to the inherent cost increase the taxes would represent, and could ultimately result in a negative

impact on our results of operations and cash flows.

are dependent upon consumers’

and merchants’

willingness to use the internet for commerce.

success depends upon the general public’s continued willingness to use the internet as a means to pay for purchases, communicate,

access social media, research and conduct commercial transactions, including through mobile devices.

If consumers or merchants

become unwilling or less willing to use the internet for commerce for any reason, including lack of access to high-speed communications

equipment, congestion of traffic on the internet, internet outages or delays, disruptions or other damage to merchants’

and consumers’

computers, increases in the cost of accessing the internet and security and privacy risks or the perception

of such risks, our business could be adversely affected.

Related to our Intellectual Property

conditions may also adversely affect third-parties with whom we have entered into relationships and upon which we depend in order

to grow our business.

Uncertain and adverse economic conditions may also lead to increased refunds and chargebacks, any of which

could adversely affect our business.

may be subject to claims by third-parties of intellectual property infringement.

5 unchanged sentences

Such claims may be made by our competitors seeking to obtain a competitive advantage or by other

Additionally, in recent years, non-practicing entities have begun purchasing intellectual property assets for the

purpose of making claims of infringement and attempting to extract settlements from companies like ours.

The risk of claims may

increase as the number of solutions that we offer and competitors in our market increases and overlaps occur.

In addition, to

the extent that we gain greater visibility and market exposure, we face a higher risk of being the subject of intellectual property

infringement claims.

Additionally, in recent years, non-practicing entities have begun purchasing intellectual property assets for the purpose

of making claims of infringement and attempting to extract settlements from companies like ours.

The risk of claims may increase

as the number of solutions that we offer and competitors in our market increases and overlaps occur.

In addition, to the extent

that we gain greater visibility and market exposure, we face a higher risk of being the subject of intellectual property infringement

such claims, regardless of merit, that result in litigation could result in substantial expenses, divert the attention of management,

5 unchanged sentences

As a consequence of any patent or other intellectual

property claims, we could be required to pay substantial damages, develop non-infringing technology, enter into royalty-bearing licensing

agreements, stop selling or marketing some or all of our solutions or re-brand our solutions.

We may also be obligated to

indemnify our merchants or partners or pay substantial settlement costs, including royalty payments, in connection with any such

claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly.

property claims, we could be required to pay substantial damages, develop non-infringing technology, enter into royalty-bearing

licensing agreements, stop selling or marketing some or all of our solutions or re-brand our solutions.

We may also be obligated

to indemnify our merchants or partners or pay substantial settlement costs, including royalty payments, in connection with any

such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly.

If it appears necessary,

8 unchanged sentences

all or a portion of our solutions and otherwise negatively affect our business and operating results.

may be unable to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third-parties from

making unauthorized use of our technology.

may be unable to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third-parties

from making unauthorized use of our technology.

trade secrets, trademarks, trade dress, domain names, copyrights, trade secrets and other intellectual property rights are important

41 unchanged sentences

Despite our efforts to protect our intellectual property rights,

unauthorized third-parties may attempt to use, copy or otherwise obtain and market or distribute our intellectual property

rights or technology or otherwise develop services with the same or similar functionality as our platform.

If our competitors

infringe, misappropriate or otherwise misuse our intellectual property rights and we are not adequately protected, or if our competitors

unauthorized third-parties may attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights

or technology or otherwise develop services with the same or similar functionality as our platform.

If our competitors infringe,

misappropriate or otherwise misuse our intellectual property rights and we are not adequately protected, or if our competitors

are able to develop a platform with the same or similar functionality as ours without infringing our intellectual property, our

20 unchanged sentences

Such open source software is generally

licensed by its authors or other third-parties under open source licenses and is typically freely accessible, usable and

Pursuant to such open source licenses, we may be subject to certain conditions, including requirements that we offer

our proprietary software that incorporates the open source software for no cost, that we make available source code for modifications

or derivative works we create based upon, incorporating or using the open source software and that we license such modifications

or derivative works under the terms of the particular open source license.

If an author or other third party that uses or distributes

such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could

be required to incur significant legal expenses defending against such allegations and could be subject to significant damages,

enjoined from the sale of our solutions that contained or are dependent upon the open source software and required to comply with

the foregoing conditions, which could disrupt the distribution and sale of some of our solutions.

Litigation could be costly for

us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research

and development resources to change our platform.

The terms of many open source licenses to which we are subject have not been

interpreted by U.S.

licensed by its authors or other third-parties under open source licenses and is typically freely accessible, usable and modifiable.

Pursuant to such open source licenses, we may be subject to certain conditions, including requirements that we offer our proprietary

software that incorporates the open source software for no cost, that we make available source code for modifications or derivative

works we create based upon, incorporating or using the open source software and that we license such modifications or derivative

works under the terms of the particular open source license.

If an author or other third party that uses or distributes such open

source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required

to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from

the sale of our solutions that contained or are dependent upon the open source software and required to comply with the foregoing

conditions, which could disrupt the distribution and sale of some of our solutions.

Litigation could be costly for us to defend,

have a negative effect on our operating results and financial condition or require us to devote additional research and development

resources to change our platform.

The terms of many open source licenses to which we are subject have not been interpreted by

or foreign courts.

As there is little or no legal precedent governing the interpretation of many of the terms

of certain of these licenses, the potential impact of these terms on our business is uncertain and may result in unanticipated

obligations regarding our solutions and technologies.

It is our view that we do not distribute our software, since no installation

of our software is necessary and our platform is accessible solely through the “cloud.”

Nevertheless, this position

could be challenged.

As there is little or no legal precedent governing the interpretation of many of the terms of certain

of these licenses, the potential impact of these terms on our business is uncertain and may result in unanticipated obligations

regarding our solutions and technologies.

It is our view that we do not distribute our software, since no installation of our

software is necessary and our platform is accessible solely through the “cloud.”

Nevertheless, this position could

be challenged.

Any requirement to disclose our proprietary source code, termination of open source license rights or payments

1 unchanged sentence

our competitors develop products and services that are similar to or better than ours.

addition to risks related to license requirements, usage of open source software can lead to greater risks than the use of third-party commercial

software, as open source licensors generally do not provide warranties, controls on the origin or development of the software,

or remedies against the licensors.

Many of the risks associated with usage of open source software cannot be eliminated and could

adversely affect our business.

addition to risks related to license requirements, usage of open source software can lead to greater risks than the use of third-party

commercial software, as open source licensors generally do not provide warranties, controls on the origin or development of the

software, or remedies against the licensors.

Many of the risks associated with usage of open source software cannot be eliminated

and could adversely affect our business.

we believe that we have complied with our obligations under the various applicable licenses for open source software, it is possible

13 unchanged sentences

connection with our operations and solutions, which could disrupt and adversely affect our business.

to enforce and defend our intellectual property rights may diminish our competitive advantages or interfere with our ability to

market and promote our products and services.

trademarks, trade names, trade secrets, know-how, proprietary technology and other intellectual property are important to our

future success.

We have a pending trademark application for “CrowdPay.us Crowdfunding & Compliance Platform”.

We believe our trademarks and trade names are widely recognized and associated with quality and reliable service.

our policy to protect and defend vigorously our rights to our intellectual property, we cannot predict whether steps taken by

us to protect our intellectual property will be adequate to prevent infringement, misappropriation or other violation of our rights.

We also cannot guarantee that others will not independently develop technology with the same or similar functions to any proprietary

technology we rely on to conduct our business and differentiate ourselves from our competitors.

Furthermore, we may face claims

of infringement of third-party intellectual property that could interfere with our ability to market and promote our brands.

Any litigation to enforce our intellectual property rights or defend ourselves against claims of infringement of third-party intellectual

property rights could be costly, divert attention of management and may not ultimately be resolved in our favor.

we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we may

be prevented from using certain intellectual property and may be liable for damages, which in turn could materially adversely

affect our business, financial condition or results of operations.

In addition, the laws of certain non-U.S.

countries where we

do business or may do business in the future may not recognize intellectual property rights or protect them to the same extent

as do the laws of the United States.

Related to our Business Generally

rely on search engines and social networking sites to attract a meaningful portion of our merchants.

If we are not able to generate

traffic to our website through search engines and social networking sites, our ability to attract new merchants may be impaired.

In addition, if our merchants are not able to generate traffic to their shops through search engines and social networking sites,

their ability to attract consumers may be impaired.

of our merchants locate our website through internet search engines, such as Google, and advertisements on social networking sites,

such as Facebook.

The prominence of our website in response to internet searches is a critical factor in attracting potential

merchants to our platform.

If we are listed less prominently or fail to appear in search results for any reason, visits to our

website could decline significantly, and we may not be able to replace this traffic.

many consumers locate our merchants’

shops through internet search engines and advertisements on social networking sites.

If our merchants’

shops are listed less prominently or fail to appear in search results for any reason, visits to our merchants’

shops could decline significantly.

As a result, our merchants’

businesses may suffer, which would affect the ability of

such merchants to pay for our solutions.

engines revise their algorithms from time to time in an attempt to optimize their search results.

If search engines modify their

algorithms, our website and our merchants’

shops may appear less prominently or not at all in search results, which could

result in reduced traffic to our website and to our merchants’

Additionally,

if the price of marketing our solutions over search engines or social networking sites increases, we may incur additional marketing

expenses or may be required to allocate a larger portion of our marketing spend to search engine marketing and our business and

operating results could be adversely affected.

Furthermore, competitors may in the future bid on the search terms that we use

to drive traffic to our website.

Such actions could increase our marketing costs and result in decreased traffic to our website.

In addition, search engines or social networking sites may change their advertising policies from time to time.

If any change

to these policies delays or prevents us from advertising through these channels, it could result in reduced traffic to our website

and sales of our solutions.

As well, new search engines or social networking sites may develop, particularly in specific jurisdictions

that reduce traffic on existing search engines and social networking sites.

And if we are not able to achieve awareness through

advertising or otherwise, we may not achieve significant traffic to our website through these new platforms.

If we are unable

to continue to successfully promote and maintain our websites, or if we incur excessive expenses to do so, our business and operating

results could be adversely affected.

of merchants or the content of their shops could damage our brand, subject us to liability and harm our business and financial

terms of service prohibit our merchants from using our platform to engage in illegal activities and our terms of service permit

us to take down a merchant’s shop if we become aware of such illegal use.

Merchants may nonetheless engage in prohibited

or illegal activities or upload store content in violation of applicable laws, which could subject us to liability.

our brand may be negatively impacted by the actions of merchants that are deemed to be hostile, offensive, inappropriate or illegal.

We do not proactively monitor or review the appropriateness of the content of our merchants’

shops and we do not have control

over merchant activities.

The safeguards we have in place may not be sufficient for us to avoid liability or avoid harm to our

brand, especially if such hostile, offensive, inappropriate or illegal use is high profile, which could adversely affect our business

and financial results.

third-party apps and themes change such that we do not or cannot maintain the compatibility of our platform with these apps and

themes, or if we fail to provide third-party apps and themes that our merchants desire to add to their shops, demand for our platform

could decline.

success of our platform depends, in part, on our ability to integrate third-party apps, themes and other offerings into our third-party

Third-party developers may change the features of their offerings or alter the terms governing the use of their offerings

in a manner that is adverse to us.

If we are unable to maintain technical interoperation, our merchants may not be able to effectively

integrate our platform with other systems and services they use.

We may also be unable to maintain our relationships with certain

third-party vendors if we are unable to integrate our platform with their offerings.

Further, third-party developers may refuse

to partner with us or limit or restrict our access to their offerings.

Such changes could functionally limit or terminate our

ability to use these third-party offerings with our platform, which could negatively impact our solution offerings and harm our

If we fail to integrate our platform with new third-party offerings that our merchants need for their shops, or to adapt

to the data transfer requirements of such third-party offerings, we may not be able to offer the functionality that our merchants

and their customers expect, which would negatively impact our offerings and, as a result, harm our business.

rely on computer hardware, purchased or leased, and software licensed from and services rendered by third parties in order to

provide our solutions and run our business, sometimes by a single-source supplier.

rely on computer hardware, purchased or leased, and software licensed from and services rendered by third-parties in order to

provide our solutions and run our business, sometimes by a single-source supplier.

Third-party hardware, software and services

may not continue to be available on commercially reasonable terms, or at all.

Any loss of the right to use or any failures of

third-party hardware, software or services could result in delays in our ability to provide our solutions or run our business

until equivalent hardware, software or services are developed by us or, if available, identified, obtained and integrated, which

could be costly and time-consuming and may not result in an equivalent solution, any of which could cause an adverse effect on

our business and operating results.

Further, merchants could assert claims against us in connection with such service disruption

or cease conducting business with us altogether.

Even if not successful, a claim brought against us by any of our merchants would

likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to

sell our solutions.

may not be able to compete successfully against current and future competitors.

35 unchanged sentences

of management time and focus from operating our business;

● use of resources

that are needed in other areas of our business;

● in the case

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

● in the case

of an acquisition, difficulty integrating the accounting systems and operations of the acquired company, including potential risks

to our corporate culture;

● in the case

of an acquisition, coordination of product, engineering and selling and marketing functions, including difficulties and additional

expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company and difficulty

converting the customers of the acquired company onto our platform and contract terms, including disparities in the revenues,

licensing, support or professional services model of the acquired company;

● in the case

of an acquisition, retention and integration of employees from the acquired company;

of resources that are needed in other areas of our business, including cash resources;

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

the case of an acquisition, difficulty integrating the accounting systems and operations of the acquired company, including potential

risks to our corporate culture;

the case of an acquisition, coordination of product, engineering and selling and marketing functions, including difficulties and

additional expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company

and difficulty converting the customers of the acquired company onto our platform and contract terms, including disparities in

the revenues, licensing, support or professional services model of the acquired company;

the case of an acquisition, retention and integration of employees from the acquired company;

costs or liabilities;

effects to our existing business relationships with partners and merchants as a result of the acquisition or investment;

● the possibility

of adverse tax consequences;

possibility of adverse tax consequences;

or other claims arising in connection with the acquired company or investment.

10 unchanged sentences

At this time we have made no commitments or agreements with respect to any such transaction.

tax laws could be enacted or existing laws could be applied to us or our merchants, which could increase the costs of our solutions

and adversely impact our business.

application of federal, state, provincial, local and foreign tax laws to solutions provided over the internet is evolving.

income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, possibly with retroactive

effect, and could be applied solely or disproportionately to solutions provided over the internet.

These enactments could adversely

affect our sales activity due to the inherent cost increase the taxes would represent, and could ultimately result in a negative

impact on our results of operations and cash flows.

tax authorities may seek to assess state and local business taxes and sales and use taxes.

28 unchanged sentences

New obligations to collect or pay taxes of any kind could increase our cost of doing business.

are dependent upon consumers’

and merchants’

willingness to use the internet for commerce.

success depends upon the general public’s continued willingness to use the internet as a means to pay for purchases, communicate,

access social media, research and conduct commercial transactions, including through mobile devices.

If consumers or merchants

become unwilling or less willing to use the internet for commerce for any reason, including lack of access to high-speed communications

equipment, congestion of traffic on the internet, internet outages or delays, disruptions or other damage to merchants’

and consumers’

computers, increases in the cost of accessing the internet and security and privacy risks or the perception

of such risks, our business could be adversely affected.

may face challenges in expanding into new geographic regions.

11 unchanged sentences

currently operate our business only in the United States.

We are subject to anti-corruption laws and regulations, including

the FCPA, and other laws that prohibit the making or offering of improper payments to foreign government officials and political

figures, including anti-bribery provisions enforced by the Department of Justice and accounting provisions enforced by the

These laws prohibit improper payments or offers of payments to foreign governments and their officials and political parties

We are subject to anti-corruption laws and regulations, including the

FCPA, and other laws that prohibit the making or offering of improper payments to foreign government officials and political figures,

including anti-bribery provisions enforced by the Department of Justice and accounting provisions enforced by the SEC.

prohibit improper payments or offers of payments to foreign governments and their officials and political parties by the U.S.

and other business entities for the purpose of obtaining or retaining business.

We have implemented policies, procedures,

systems, and controls designed to identify and address potentially impermissible transactions under such laws and regulations;

however, there can be no assurance that all of our employees, consultants and agents, including those that may be based in or

from countries where practices that violate U.S.

or other laws may be customary, will not take actions in violation of our policies,

for which we may be ultimately responsible.

addition, we are subject to anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the

USA PATRIOT Act of 2001, or the BSA.

Among other things, the BSA requires money services businesses (such as money transmitters

and providers of prepaid access) to develop and implement risk-based anti-money laundering programs, report large cash

transactions and suspicious activity, and maintain transaction records.

We have implemented policies, procedures, systems,

and controls designed to identify and address potentially impermissible transactions under such laws and regulations;

there can be no assurance that all of our employees, consultants and agents, including those that may be based in or from countries

where practices that violate U.S.

or other laws may be customary, will not take actions in violation of our policies, for which

we may be ultimately responsible.

addition, we are subject to anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the USA

PATRIOT Act of 2001, or the BSA.

Among other things, the BSA requires money services businesses (such as money transmitters and

providers of prepaid access) to develop and implement risk-based anti-money laundering programs, report large cash transactions

and suspicious activity, and maintain transaction records.

are also subject to certain economic and trade sanctions programs that are administered by the Department of Treasury’s

Office of Foreign Assets Control, or OFAC, which prohibit or restrict transactions to or from or dealings with specified countries,

their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated nationals

of those countries, narcotics traffickers, and terrorists or terrorist organizations.

Other group entities may be subject to additional

foreign or local sanctions requirements in other relevant jurisdictions.

anti-money laundering and counter terrorist financing and proceeds of crime laws apply to movements of currency and payments

through electronic transactions and to dealings with persons specified in lists maintained by the country equivalents to OFAC

lists in several other countries and require specific data retention obligations to be observed by intermediaries in the payment

their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated

nationals of those countries, narcotics traffickers, and terrorists or terrorist organizations.

Other group entities may be subject

to additional foreign or local sanctions requirements in other relevant jurisdictions.

anti-money laundering and counter terrorist financing and proceeds of crime laws apply to movements of currency and payments through

electronic transactions and to dealings with persons specified in lists maintained by the country equivalents to OFAC lists in

several other countries and require specific data retention obligations to be observed by intermediaries in the payment process.

Our businesses in those jurisdictions are subject to those data retention obligations.

3 unchanged sentences

our business, financial condition or results of operations.

to enforce and defend our intellectual property rights may diminish our competitive advantages or interfere with our ability to

market and promote our products and services.

trademarks, trade names, trade secrets, know-how, proprietary technology and other intellectual property are important to our

future success.

We have a pending trademark application for “CrowdPay.us Crowdfunding & Compliance Platform”.

We believe our trademarks and trade names are widely recognized and associated with quality and reliable service.

our policy to protect and defend vigorously our rights to our intellectual property, we cannot predict whether steps taken by

us to protect our intellectual property will be adequate to prevent infringement, misappropriation or other violation of our rights.

We also cannot guarantee that others will not independently develop technology with the same or similar functions to any proprietary

technology we rely on to conduct our business and differentiate ourselves from our competitors.

Furthermore, we may face claims

of infringement of third-party intellectual property that could interfere with our ability to market and promote our brands.

litigation to enforce our intellectual property rights or defend ourselves against claims of infringement of third-party intellectual

property rights could be costly, divert attention of management and may not ultimately be resolved in our favor.

we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we may

be prevented from using certain intellectual property and may be liable for damages, which in turn could materially adversely

affect our business, financial condition or results of operations.

In addition, the laws of certain non-U.S.

countries where we

do business or may do business in the future may not recognize intellectual property rights or protect them to the same extent

as do the laws of the United States.

or revised tax regulations or their interpretations, or becoming subject to additional foreign or U.S.

3 unchanged sentences

Changes in tax laws or their interpretations could decrease

the amount of revenues we receive, the value of any tax loss carry-forwards and tax credits recorded on our balance sheet

and the amount of our cash flow, and adversely affect our business, financial condition or results of operations.

the amount of revenues we receive, the value of any tax loss carry-forwards and tax credits recorded on our balance sheet and

the amount of our cash flow, and adversely affect our business, financial condition or results of operations.

December 22, 2017, President Trump signed into law H.R.

1, originally known as “The Tax Cuts and Jobs Act,”

which significantly revised the Internal Revenue Code of 1986, as amended.

significantly revised the Internal Revenue Code of 1986, as amended.

The new legislation has significantly changed the U.S.

federal income taxation of U.S.

income taxation of U.S.

corporations, including by reducing the U.S.

corporate income tax rate, limiting interest deductions,

permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, imposing a one-time transition

tax, or repatriation tax, on all undistributed earnings and profits of certain U.S.-owned foreign corporations, revising

the rules governing net operating losses and the rules governing foreign tax credits, and introducing new anti-base erosion

permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, imposing a one-time

transition tax, or repatriation tax, on all undistributed earnings and profits of certain U.S.-owned foreign corporations, revising

the rules governing net operating losses and the rules governing foreign tax credits, and introducing new anti-base erosion provisions.

Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions.

The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as

interpretations and implementing regulations by the Internal Revenue Service, or the IRS, any of which could lessen or increase

certain adverse impacts of the legislation.

legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations

and implementing regulations by the Internal Revenue Service, or the IRS, any of which could lessen or increase certain adverse

impacts of the legislation.

In addition, it is unclear how these U.S.

federal income tax changes will affect state

and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

federal income tax changes will affect state and local taxation,

which often uses federal taxable income as a starting point for computing state and local tax liabilities.

March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”),

39 unchanged sentences

obligations to us, which could adversely affect our business, financial condition or results of operations.

particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”),

recently significantly changed the U.S.

particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), recently

significantly changed the U.S.

financial regulatory system.

Among other things, Title X of the Dodd-Frank Act established

a new, independent regulatory agency known as the Consumer Financial Protection Bureau, or CFPB, to regulate consumer financial

products and services (including some offered by our merchants).

The CFPB rules, examinations and enforcement actions may require

us to adjust our activities and may increase our compliance costs.

under the Dodd-Frank Act, debit interchange transaction fees that a card issuer receives and are established by a payment

card network for an electronic debit transaction are now regulated by the Board of Governors of the Federal Reserve System, or

the Federal Reserve, and must be “reasonable and proportional”

Among other things, Title X of the Dodd-Frank Act established a new,

independent regulatory agency known as the Consumer Financial Protection Bureau, or CFPB, to regulate consumer financial products

and services (including some offered by our merchants).

The CFPB rules, examinations and enforcement actions may require us to

adjust our activities and may increase our compliance costs.

under the Dodd-Frank Act, debit interchange transaction fees that a card issuer receives and are established by a payment card

network for an electronic debit transaction are now regulated by the Board of Governors of the Federal Reserve System, or the

Federal Reserve, and must be “reasonable and proportional”

to the cost incurred by the card issuer in authorizing,

clearing, and settling the transaction.

Effective October 1, 2011, the Federal Reserve capped debit interchange rates for

card issuers operating in the United States with assets of $10 billion or more at the sum of $0.21 per transaction and an ad

valorem component of 5 basis points to reflect a portion of the card issuer’s fraud losses plus, for qualifying

card issuers, an additional $0.01 per transaction in debit interchange for fraud prevention costs.

Regulations such as these could

result in the need for us to make capital investments to modify our services to facilitate our existing merchants’

and potential

merchants’

Effective October 1, 2011, the Federal Reserve capped debit interchange rates for card

issuers operating in the United States with assets of $10 billion or more at the sum of $0.21 per transaction and an ad valorem

component of 5 basis points to reflect a portion of the card issuer’s fraud losses plus, for qualifying card issuers,

an additional $0.01 per transaction in debit interchange for fraud prevention costs.

Regulations such as these could result in

the need for us to make capital investments to modify our services to facilitate our existing merchants’

and potential merchants’

compliance and reduce the fees we are able to charge our merchants.

These regulations also could result in greater

pricing transparency and increased price-based competition leading to lower margins and higher rates of merchant attrition.

Furthermore, the requirements of the regulations and the timing of their effective dates could result in changes in our merchants’

business practices, which could change the demand for our services and alter the type or volume of transactions that we process

on behalf of our merchants.

These regulations also could result in greater pricing transparency

and increased price-based competition leading to lower margins and higher rates of merchant attrition.

Furthermore, the requirements

of the regulations and the timing of their effective dates could result in changes in our merchants’

business practices,

which could change the demand for our services and alter the type or volume of transactions that we process on behalf of our merchants.

Related to Our Capital Stock

7 unchanged sentences

In the absence of a public trading market:

not be able to liquidate your investment in our securities;

not be able to resell your securities at or above the public offering price;

price of our common stock may experience more price volatility;

be less efficiency in carrying out your purchase and sale orders.

you may not be able

to liquidate your investment in our securities;

you may not be able

to resell your securities at or above the public offering price;

the market price

of our common stock may experience more price volatility;

there may be less

efficiency in carrying out your purchase and sale orders.

market price of our common stock may be highly volatile, and you could lose all or part of your investment.

4 unchanged sentences

of factors, which include:

we achieve our anticipated corporate objectives;

anticipated fluctuations in our quarterly or annual operating results;

in financial or operational estimates or projections;

● termination

of the lock-up agreement or other restrictions on the ability of our stockholders and other security holders to sell shares

after this offering;

in the economic performance or market valuations of companies similar to ours;

economic or political conditions in the United States or elsewhere.

whether we achieve

our anticipated corporate objectives;

actual or anticipated

fluctuations in our quarterly or annual operating results;

changes in financial

or operational estimates or projections;

termination of the

lock-up agreement or other restrictions on the ability of our stockholders and other security holders to sell shares;

changes in the economic

performance or market valuations of companies similar to ours;

general economic

or political conditions in the United States or elsewhere.

addition, the stock market in general, and the stock of companies that are competitive to us in particular, have experienced extreme

44 unchanged sentences

eligible for future sale may adversely affect the market for our common stock.

of April 24, 2020, there are 40,000 warrants to purchase shares of our common stock outstanding and options to purchase 278,506 shares

of March 22, 2021, there are 2,333,978 warrants to purchase shares of our common stock outstanding and options to purchase 85,1732 shares

of our common stock outstanding.

The warrants are exercisable at an exercise price of $7.50 per share and are entitled to piggy-back registration

rights generally obligating us to include the shares underlying the warrants in any registration statements we file with the SEC.

The stock options have a weighted average exercise price of $0.0001 per share.

If and when these securities are exercised into

shares of our common stock, the number of our shares of common stock outstanding will increase.

Such increase in our outstanding

shares, and any sales of such shares, could have a material adverse effect on the market for our common stock and the market price

of our common stock.

1,922,678 warrants are exercisable at an exercise price of $9.00 per share and 341,300 warrants

are exercisable at an exercise price of $4.50 per share.

The stock options have a weighted average exercise price of $0.0001 per

If and when these securities are exercised into shares of our common stock, the number of our shares of common stock outstanding

will increase.

Such increase in our outstanding shares, and any sales of such shares, could have a material adverse effect on

the market for our common stock and the market price of our common stock.

addition, from time to time, all of our current stockholders are eligible to sell all or some of their shares of common stock

14 unchanged sentences

voting power may be limited.

of April 24, 2020, Ronny Yakov, our chief executive officer, owned or controlled approximately 64.4% of our outstanding common

of March 22, 2021, Ronny Yakov, our chief executive officer, owned or controlled approximately 51.7% of our outstanding common

Accordingly, Mr.

13 unchanged sentences

but not limited to:

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

taking advantage

of an extension of time to comply with new or revised financial accounting standards;

disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

reduced disclosure

obligations regarding executive compensation in our periodic reports and proxy statements;

exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

22 unchanged sentences

Our certificate of incorporation and bylaws:

that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors

then in office;

that special meetings of stockholders may be called by a majority vote of our board of directors or at least 25% of shares held

by our stockholders;

● not provide

stockholders with the ability to cumulate their votes;

that a majority of our stockholders (over 50%) and a vote by the majority of our board may amend our bylaws.

provide that vacancies

on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then

provide that special

meetings of stockholders may be called by a majority vote of our board of directors or at least 25% of shares held by our

stockholders;

not provide stockholders

with the ability to cumulate their votes;

provide that a majority

of our stockholders (over 50%) and a vote by the majority of our board may amend our bylaws.

do not expect to pay dividends for the foreseeable future.

2 unchanged sentences

investor who anticipates the need for current dividends should not purchase our securities.

Related to Public Companies

could be delisted from NASDAQ, which could seriously harm the liquidity of our stock and our ability to raise capital.

we cease to be eligible to trade on the NASDAQ Capital Market:

We may have to pursue

trading on a less recognized or accepted market, such as the OTC Bulletin Board or the “pink sheets.”

The trading price

of our common stock could suffer, including an increased spread between the “bid”

and “asked”

quoted by market makers.

Shares of our common

stock could be less liquid and marketable, thereby reducing the ability of stockholders to purchase or sell our shares as

quickly and as inexpensively as they have done historically.

If our stock is traded as a “penny stock,”

in our stock would be more difficult and cumbersome.

We may be unable

to access capital on favorable terms or at all, as companies trading on alternative markets may be viewed as less attractive

investments with higher associated risks, such that existing or prospective institutional investors may be less interested

in, or prohibited from, investing in our common stock.

This may also cause the market price of our common stock to decline.

incur substantial costs as a result of being a public company and our management expects to devote substantial time to public

company compliance programs.

a public company, we incur significant legal, insurance, accounting and other expenses, including costs associated with public

company reporting.

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

will result in increased general and administrative expenses and may divert management’s time and attention from product

development and commercialization activities.

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

activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate

legal proceedings against us, and our business may be harmed.

These laws and regulations could make it more difficult and costlier

for us to obtain director and officer liability insurance for our directors and officers, and we may be required to accept reduced

coverage or incur substantially higher costs to obtain coverage.

These factors could also make it more difficult for us to attract

and retain qualified executive officers and qualified members of our board of directors, particularly to serve on our audit and

compensation committees.

In addition, if we are unable to continue to meet the legal, regulatory and other requirements related

to being a public company, we may not be able to maintain the listing of our common stock on The NASDAQ Capital Market, which

would likely have a material adverse effect on the trading price of our common stock.

analysts may not continue to provide coverage of our common stock or may issue negative reports, which may have a negative impact

on the market price of our common stock.

completing our public offering of shares of our common stock in August 2020, a limited number of securities analysts have been

providing research coverage of our common stock.

If securities analysts do not continue to cover our common stock, the lack of

research coverage may cause the market price of our common stock to decline.

The trading market for our common stock may be affected

in part by the research and reports that industry or financial analysts publish about our business.

If one or more of the analysts

who elect to cover us downgrade our stock, our stock price could decline rapidly.

If one or more of these analysts cease coverage

of us, we could lose visibility in the market, which in turn could cause our stock price to decline.

In addition, under the Sarbanes-Oxley

Act of 2002, or the Sarbanes-Oxley Act, and a global settlement among the Securities and Exchange Commission, or the SEC, other

regulatory agencies and a number of investment banks, which was reached in 2003, many investment banking firms are required to

contract with independent financial analysts for their stock research.

It may be difficult for a company such as ours, with a

smaller market capitalization, to attract independent financial analysts that will cover our common stock.

This could have a negative

effect on the market price of our stock.

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