What changed in this filing

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Item 1A. Risk Factors

2025-04-16 compared with 2024-04-01 · 116 added, 78 removed, 638 unchanged (23% of the section changed)

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If any of these risks actually occur, our Company’s business, financial condition or results of operations may be materially adversely affected.

In such case, the trading price of our common stock and warrants could decline and investors could lose all or part of their investment.

In such case, the trading price of our common stock, series A preferred stock and warrants could decline and investors could lose all or part of their investment.

The risks described below are not the only ones that we face.

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We cannot assure you that we can successfully address these challenges and if unsuccessful, our, financial condition and operating results could be materially and adversely affected.

Revision of previously issued consolidated financial statements.

During the year ended December 31, 2024, the Company identified errors in its previously issued consolidated financial statements for the year ended December 31, 2023 related to the impairment of intangible assets and goodwill of certain recently acquired businesses.

These errors were a result of the Company revising the estimated cash flows used in its determination of the recoverability of the impaired assets as well as the sequencing of impairment testing thereby resulting in an understatement of impairment expense for the year ended December 31, 2023 and a subsequent overstatement of amortization expense in each of the quarters for the year ended December 31, 2024.

The errors noted above did not result in the 2023 financial statements being materially misstated.

However, in order to correctly reflect the errors in the appropriate period, management has revised the 2023 previously issued financial statements in this form 10-K.

See Note 1 of our accompanying audited financial statements Financial Statements .

We have incurred operating losses since our inception and we may continue to incur substantial operating losses for the foreseeable future.

We were incorporated on July 20, 2020, and have conducted operations since May 2019.

We have incurred operating losses and experienced negative cash flow since our inception.

We incurred a net loss of $1,773,942 for the year ended December 31, 2024 and $9,150,066 for the year ended December 31, 2023.

We anticipate that we will continue to incur operating losses through at least 2024.

We may continue to incur operating losses through at least 2025.

We may not be able to generate sufficient revenue from owning and/or managing our online businesses to achieve profitability.

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While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all.

In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock.

In addition, the terms of our financings may be dilutive to, holders of our common stock, or otherwise adversely affect holders of our common stock and series A preferred stock.

We may also seek to raise additional funds through arrangements with collaborators or other third parties.

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If we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to pursue our growth strategy.

Our future success will depend upon the continued services of Dominic Wells, our Chief Executive Officer; Esbe van Heerden, our Chief Financial Officer and President; Adam Trainor, our Chief Operations Officer; and other members of our key management team and our consultants.

Our future success will depend upon the continued services of Dominic Wells, our Chief Executive Officer; Adam Trainor, our Interim Chief Financial Officer and Chief Operations Officer; and other members of our key management team and our consultants.

We especially consider Mr.

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Such events could make it difficult or impossible for us to deliver our products and services to our customers and could decrease demand for our products and services.

The World Health Organization declared the COVID-19 outbreak a pandemic.

The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, the impact on our customers and employees, all of which are uncertain and cannot be predicted.

At this point, the overall extent to which COVID-19 may impact our financial condition or results of operations is uncertain.

Additionally, we depend on the efficient and uninterrupted operations of our third-party data centers and hardware systems.

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Supply chain interruptions, regulatory changes, catastrophic events or political climate, including the occurrence of war and or other hostilities, could potentially adversely impact our relationships with these vendors.

Additionally, rising inflation could cause our product, marketing, and labor costs to rise beyond an acceptable level to us or cause us to increase our prices to a level not accepted by consumers.

Additionally, tariffs and rising inflation could cause our product, marketing, and labor costs to rise beyond an acceptable level to us or cause us to increase our prices to a level not accepted by consumers.

Any of these factors could negatively impact our financial condition or results of operations.

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Revenuzen.com

Economic Downturn Impact .

In the event of an economic slowdown or recession, businesses may reduce marketing and branding budgets to cut costs, which could lead to Eastern Standard facing lower client demand, impacting revenue.

Advertising Platform Policy Changes.

Eastern Standard’s digital marketing services rely on platforms like Google and Meta.

If these platforms adjust their algorithms, ad pricing, or restrictions, it could reduce the effectiveness of digital marketing campaigns, increase costs for clients, and make Eastern Standard’s services less competitive.

Dental Industry Consolidation.

The dental industry is experiencing consolidation, with larger dental groups and private equity-backed organizations acquiring independent practices.

As more dental practices become part of larger networks, we could see more budget available to spend on SEO and digital marketing services.

However, if they instead build in-house marketing teams, there may be a decline in third party services, potentially impacting DDS Rank’s revenue.

Local Search Algorithm Changes.

DDS Rank relies on local SEO to generate patient leads for its clients.

If search engines modify their local ranking algorithms in ways that disadvantage smaller dental practices, DDS Rank’s clients may see reduced visibility, which could negatively affect DDS Rank’s revenue and client retention.

Revenuzen.com

SEO & Digital Marketing Services Industry Growth .

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The SEO Services industry is significant and expected to continue growing over the next 5 years.

In the event this industry’s growth does not occur as expected, or occurs slower than expected the popularity of SEO butler.com’s services could decrease, which in turn could negatively impact the website’s revenue generation and our Company’s revenue.

In the event this industry’s growth does not occur as expected, or occurs slower than expected the popularity of SEOButler.com’s services could decrease, which in turn could negatively impact the website’s revenue generation and our Company’s revenue.

ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com

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Technology developments may improve the quality of automated proofreading, which may lead to reduced career opportunities for proofreaders and lower demand for proofreading education.

Preventdirectaccess.com/Passwordprotectwp.com

Wordpress losing popularity .

Wordpress competes with a range of other website building platforms and/or companies.

If Wordpress loses popularity, the potential customer pool for the Company is negatively impacted which may impact the Company’s revenue.

Contentellect.com

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Popularity of Crafting .

A large part of the growth of Craftwhack.com has come from the growth in home and DIY and crafting activities, accelerated by the pandemic.

A large part of the growth of Craftwhack.com has come from the growth in home and DIY and crafting activities, accelerated by the previous Covid-19 pandemic.

The loss of popularity of these activities could negatively impact the website’s revenue generation our Company’s revenue.

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In the event the owner of the website becomes dissatisfied with our management services or no longer considers the cost of our management services fee to have sufficient value, the website could terminate our management contract, which would negatively impact our Company’s revenue.

Everythingreptiles.com – Managed Property

Google Traffic Changes .

Currently a significant portion of web traffic to Everythingreptiles.com is derived from its high rankings in Google search.

Google regularly makes changes to its ranking algorithm, and any one change could negatively impact the website’s rankings and lead to a loss of traffic, which in turn could negatively impact the website’s revenue generation and our Company’s revenue.

Dissatisfaction With Our services .

Our Company manages the Everythingreptiles.com website pursuant to a fee-based contract where we earn fixed revenue and profit share.

Familyfoodgarden.com – Managed Property

Google Traffic Changes .

Currently a significant portion of web traffic to Familyfoodgarden.com is derived from its high rankings in Google search.

Display Advertising .

The Familyfoodgarden.com website currently generates 99% of its income from display advertising.

If the display advertising revenue model should experience a significant decline, then the website’s revenue would significantly decline which would negatively impact our Company’s revenue.

Dissatisfaction With Our services .

Our Company manages the Familyfoodgarden.com website pursuant to a fee-based contract where we earn fixed revenue and profit share.

Risks Related to Our Business – Operating Our Online Businesses

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We may incur indebtedness for future acquisitions, which would be senior to our shares.

Future acquisitions may also reduce our cash available for distribution to our stockholders, including holders of our common shares, following such acquisitions.

Future acquisitions may also reduce our cash available for distribution to our stockholders, including holders of our common shares and series A preferred stock, following such acquisitions.

To the extent such acquisitions do not perform as expected, such risk may be particularly heightened.

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As a result of these factors, we may be forced to later write-down or write-off assets or incur impairment or other charges that could result in our reporting losses.

For example, during the year ended December 31, 2023, our Company recognized a goodwill impairment loss of $2,061,763 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $420,532 related to the SEO Butler Acquisition, for total aggregate goodwill impairment of $3,062,579 related to the above acquisitions, as a result of lower than expected cash flows from the acquired businesses and an increase in interest rates leading to a higher discount rate used.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

For example, during the year ended December 31, 2023, after taking into account the lower than expected performances of the following businesses and the rising interest rates, the Company recognized impairment losses of $2,642,649 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $903,897 related to the SEO Butler Acquisition, $700,000 related to Mighty Deals website domains and $84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $105,937 related to various website domains operating under Onfolio Assets LLC for total aggregate impairment expense $5,016,765.

Management has a process to evaluate the viability and profitability of each business.

If and when management concludes that a business has a significantly reduced future value, management will assess the asset for possible impairment in the quarter management reaches that conclusion.

The Company did not incur similar impairment costs during the year ended December 31, 2024.

So, even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.

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Risks Related to Owning Our Securities

The market for our common stock and publicly-traded warrants could be considered “thinly-traded,” and an active market in our common stock and publicly-traded warrants may not fully develop.

The market for our common stock, publicly-traded warrants and series A preferred stock could be considered “thinly-traded,” and an active market in securities may never fully develop.

Our common stock and publicly-traded warrants were listed and began trading on the Nasdaq Capital Market on August 26, 2022, under the symbols “ONFO” and “ONFOW,” respectively.

Prior to the listing, there was no public market for our securities.

Our series A preferred stock became quoted and began trading on the OTCQB on October 30, 2024 under the symbol “ONFOP.” Prior to these listings or quotations, there was no public market for these securities.

Despite certain increases of trading volume from time to time, there have been periods when the market for our securities could be considered “thinly-traded,” meaning that the number of persons interested in purchasing our securities at or near bid prices at any given time may be relatively small.

Any event or events that could cause current investors to sell our securities could place downward pressure on the trading price of our securities and the trading price of our securities could decline, meaning that you may experience a decrease in the value of your common stock and publicly-traded warrants regardless of our operating performance or prospects.

The price of our common stock and our warrants may fluctuate substantially.

You should consider an investment in our common stock and warrants to be risky, and you should invest in our common stock and warrants only if you can withstand a significant loss and wide fluctuations in the market value of your investment.

Some factors that may cause the market price of our common stock to fluctuate, in addition to the other risks mentioned in this “ Risk Factors ” section and elsewhere in this Report on Form 10-K, are:

The price of our securities may fluctuate substantially.

You should consider an investment in our securities to be risky, and you should invest in our securities only if you can withstand a significant loss and wide fluctuations in the market value of your investment.

Some factors that may cause the market price of our securities to fluctuate, in addition to the other risks mentioned in this “ Risk Factors ” section and elsewhere in this Report on Form 10-K, are:

sale of our common stock by our stockholders, executives, and directors;

volatility and limitations in trading volumes of our shares of common stock;

volatility and limitations in trading volumes of our shares of securities;

our ability to obtain financing;

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our ability to attract new customers;

changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of common stock by our stockholders;

changes in our capital structure or dividend policy, future issuances of securities, sales of large blocks of securities by our stockholders;

our cash position;

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other events or factors, many of which may be out of our control.

In addition, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition and results of operations.

In addition, if the market for securities in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our securities could decline for reasons unrelated to our business, financial condition and results of operations.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

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The series A preferred shall be redeemable at the option of our Company commencing any time after January 1, 2026 at a price equal to the purchase price ($25.00 per share as of the date hereof) plus accrued dividends, on each share of series A preferred.

On or before 180 days following the sale of at least 600,000 shares of the series A preferred, our Company shall register the series A preferred by preparing and filing one registration statement, or if necessary more than one registration statement, of our Company in compliance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended and thereafter apply to list the series A preferred stock on a U.S.

On or before 180 days following the sale of at least 600,000 shares of the series A preferred, our Company shall register the series A preferred by preparing and filing one registration statement, or if necessary more than one registration statement, of our Company in compliance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and thereafter apply to list the series A preferred stock on a U.S.

stock exchange or develop a public trading market for the series A preferred stock by soliciting securities brokers to become market makers of the series A preferred on an established over the counter trading market, such as the OTC Markets.

Our series A preferred stock became quoted and began trading on the OTCQB on October 30, 2024 under the symbol “ONFOP.”

We may not be able to maintain a listing of our common stock and publicly-traded warrants on Nasdaq.

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The delisting of our common stock and publicly-traded warrants could significantly impair our ability to raise capital and the value of your investment.

On October 25, 2023, our Company received a written notification (the “ Notice ”) from the Listing Qualifications Staff of Nasdaq stating that our Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) because for the last 30 consecutive business days prior to that date the closing bid price of our Company’s common stock was below the $1.00 per share minimum required for continued listing on Nasdaq.

To date, the Notice has no effect on the listing or trading of the Company’s common stock on the Nasdaq.

However, Nasdaq Listing Rules provide the Company a compliance period of 180 calendar days (i.e., until April 22, 2024) in which to regain compliance, and the Company will regain compliance if the closing bid price of its common stock is $1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period.

In the event our Company does not regain compliance, our Company may be eligible for additional time.

To qualify, our Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days.

However, if it appears to the staff of Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.

If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common stock or warrants, our securities’ price and trading volume could decline.

If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our securities, our securities’ price and trading volume could decline.

The trading market for our securities may depend in part on the research and reports that research analysts publish about us and our business.

If we do not maintain adequate research coverage, or if any of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, the price of our common stock and warrants could decline.

If one or more of our research analysts ceases to cover our business or fails to publish reports on us regularly, demand for our securities could decrease, which could cause the price of our common stock and warrants or trading volume to decline.

We may issue additional equity securities, or engage in other transactions that could dilute our book value or relative rights of our common stock, which may adversely affect the market price of our common stock and warrants.

Our Board may determine from time to time that it needs to raise additional capital by issuing additional shares of our common stock or other securities.

Except as otherwise described in this Report on Form 10-K, we will not be restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, shares of our common stock.

We may issue additional equity securities, or engage in other transactions that could dilute our book value or relative rights of our common stock and series A preferred stock, which may adversely affect the market price of our securities.

Our Board may determine from time to time that it needs to raise additional capital by issuing additional shares of our common stock, series A preferred stock or other securities.

Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future offerings, or the prices at which such offerings may be affected.

Additional equity offerings may dilute the holdings of existing stockholders or reduce the market price of our common stock and warrants, or all of them.

Additional equity offerings may dilute the holdings of existing stockholders or reduce the market price of some of our securities, or all of them.

Holders of our securities are not entitled to pre-emptive rights or other protections against dilution.

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As of the date of this Report on Form 10-K, 162,180 shares of series A preferred stock are issued and outstanding.

The series A preferred is senior in rank to shares of common stock with respect to dividends, liquidation and dissolution.

The series A preferred stock is senior in rank to shares of common stock with respect to dividends, liquidation and dissolution, but may not be senior in rank to other series of preferred stock that we may issue in the future.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We do not anticipate paying any cash dividends on our common stock for the foreseeable future.

Our Company has never declared any cash dividends on its common stock.

We currently intend to use all available funds and any future earnings for use in financing the growth of our business and to meet our series A preferred stock dividend obligations.

In addition, and any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

An investment in our warrants is speculative in nature and could result in a loss of your investment therein.

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Further, in the event a court finds the exclusive forum provision contained in our warrant certificates to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.

Our series A preferred stock has not been rated.

We have not sought to have our series A preferred stock rated by any rating agency.

Unrated securities are usually valued at a discount to similar, rated securities.

As a result, there is a risk that our series A preferred stock may be valued or trade at a price that is lower than the shares might otherwise trade if rated by a rating agency.

It is possible, however, that one or more rating agencies might independently determine to assign a rating to the series A preferred stock.

In addition, we may elect in the future to obtain a rating of our series A preferred stock, which could adversely impact the market price of the series A preferred stock, or, we may elect to issue other securities for which we may seek to obtain a rating.

Ratings only reflect the views of the rating agency or agencies issuing the ratings and such ratings could be revised downward, placed on negative outlook or withdrawn entirely at the discretion of the issuing rating agency if in its judgment circumstances so warrant.

If any ratings are assigned to our series A preferred stock in the future or if we issue other securities with a rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, could adversely affect the market for or the value of our series A preferred stock or the trading price on any market on which it may trade.

It is also possible that our series A preferred stock will never be rated.

Dividend payments on the series A preferred stock are not guaranteed.

Although dividends on our series A preferred stock are cumulative, our board of directors must approve the actual payment of the dividends.

Our board of directors can elect at any time or from time to time, and for an indefinite duration, not to pay any or all accrued dividends.

Our board of directors could elect to suspend dividends for any reason, and may be prohibited from approving dividends in the following instances:

poor historical or projected cash flows;

the need to make payments on our indebtedness;

concluding that payment of distributions on the Series A preferred stock would cause us to breach the terms of any indebtedness or other instrument or agreement;

determining that the payment of dividends would violate applicable law regarding unlawful distributions to shareholders.

We operate as a holding company dependent upon the assets and operations of our subsidiaries, and because of our structure, we may not be able to generate the funds necessary to make distributions on our series A preferred stock.

We generally operate as a holding company that conducts its businesses primarily through its subsidiaries.

These subsidiaries conduct all of our operations and are our only sources of income.

Accordingly, we are dependent on cash flows and payments of funds to us by our subsidiaries as distributions, loans, advances, leases or other payments from our subsidiaries to generate the funds necessary to make distributions or dividends on our securities.

Our subsidiaries’ ability to pay such distributions and/or make such loans, advances, leases or other payments may be restricted by, among other things, applicable laws and regulations, current and future debt agreements and management agreements into which our subsidiaries may enter, which may impair our ability to make cash payments on our securities, including our series A preferred stock.

In addition, such agreements may prohibit or limit the ability of our subsidiaries to transfer any of their property or assets to us, any of our other subsidiaries or third parties.

Our future indebtedness or our subsidiaries’ future indebtedness may also include restrictions with similar effects.

In addition, because we are a holding company, shareholders’ claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our subsidiaries.

Therefore, in the event of our bankruptcy, liquidation or reorganization, claims of holders of our series A preferred stock will be satisfied only after all of our subsidiaries’ liabilities and obligations have been paid in full.

Our series A preferred stock will bear a risk of redemption by us.

We, at our option, may not redeem shares of our series A preferred stock prior to January 1, 2026, However, any such redemptions after such date may occur at a time that is unfavorable to holders of our series A preferred stock.

We may have an incentive to redeem our series A preferred stock voluntarily if market conditions allow us to issue other preferred stock or debt securities at a dividend or interest rate that is lower than the dividend rate on our series A preferred stock.

The potential payment of dividends on our series A preferred stock or redemption of our series A preferred stock is dependent on a number of factors, and payments and redemptions cannot be assured.

It is uncertain whether or when we will pay cash dividends or other distributions with respect to our series A preferred stock in the foreseeable future.

Debt instruments to which we or our subsidiaries may be a party may contain restrictive covenants that limit our ability to pay dividends or for us to receive dividends from our subsidiaries, any of which may negatively impact the trading price of the series A preferred stock.

In addition, holders of series A preferred stock will only be entitled to receive such cash dividends as our board of directors may declare out of funds legally available for such payments, and our board of directors may only authorize us to repurchase shares of our capital stock with funds legally available for such repurchases.

The payment of future cash dividends and future repurchases will depend upon our earnings, economic conditions, liquidity and capital requirements, and other factors, including our debt leverage.

Accordingly, we cannot make any assurance that dividends will be paid or redemptions will be made.

The cash distributions you receive on our series A preferred stock may be less frequent or lower in amount than you expect.

Our board of directors has ultimate discretion to determine the amount and timing of the distributions on the series A preferred stock.

In making this determination, our board of directors will consider all relevant factors, including the amount of cash available for distribution, capital expenditure and reserve requirements and general operational requirements.

We cannot assure you that we will consistently be able to generate sufficient available cash flow to fund distributions on the series A preferred stock at the stated dividend rate nor can we assure you that sufficient cash will be available to make distributions to you.

We cannot predict the amount of distributions you may receive and we may be unable to pay distributions over time.

Holders of our series A preferred stock will be subject to inflation risk.

Inflation is the reduction in the purchasing power of money resulting from the increase in the price of goods and services.

Inflation risk is the risk that the inflation-adjusted, or “real,” value of an investment in preferred stock or the income from that investment will be worth less in the future.

As inflation occurs, the real value of our series A preferred stock and dividends payable on such shares declines.

An investment in our series A preferred stock bears interest rate risk.

Our series A preferred stock will pay dividends at a fixed dividend rate.

Prices of fixed income investments vary inversely with changes in market yields.

The market yields on securities comparable to our series A preferred stock may increase, which could result in a decline in the value or secondary market price of our series A preferred stock.

Holders of series A preferred stock will bear reinvestment risk.

Given the potential for redemption of our series A preferred shares at the Company’s option commencing January 1, 2026, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the series A preferred stock may be lower than the return previously obtained from the investment in the series A preferred shares.

Market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over inflation, energy costs, geopolitical issues, the U.S.

Concerns over inflation, tariffs, energy costs, geopolitical issues, the U.S.

mortgage market and unstable real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, increased unemployment rates, and increased credit defaults in recent years.

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There can be no assurance that our Company will recognize gains on such liquidation, nor is there any assurance that common stockholders will receive a distribution in such a case.

We do not anticipate paying any cash dividends on our common stock for the foreseeable future.

Our Company has never declared any cash dividends on its common stock.

We currently intend to use all available funds and any future earnings for use in financing the growth of our business and to meet our series A preferred stock dividend obligations.

In addition, and any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We are an “emerging growth company” and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.

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Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management is required to devote substantial time to compliance matters.

As a publicly traded company, we incur significant additional legal, accounting and other expenses that we did not incur as a privately company.

As a publicly traded company, we incur significant additional legal, accounting and other expenses.

The obligations of being a public company in the United States require significant expenditures and place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the Nasdaq Capital Market on which our securities are listed.

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If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

We have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

As a public company, we are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act.

We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting and we have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future .

We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.

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Our management has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls.

For example, we failed to employ a sufficient number of staff to maintain optimal segregation of duties and to provide optimal levels of oversight and we rely upon a third-party accounting firm to assist us with GAAP compliance,the design and maintenance of effective internal controls over the accounting for impairment of goodwill and intangible assets and purchase accounting was ineffective, and the design and maintenance of controls over the accounting for website design and implementation and website management revenues was ineffective.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

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Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results, and cause a decline in the market price of our common stock.

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plan and outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

Future sales and issuances of our securities or rights to purchase our securities, including pursuant to our equity incentive plan and outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital may be needed in the future to continue our planned operations, including acquiring additional online businesses, marketing activities and costs associated with operating a public company.

To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time.

If we sell common stock, convertible securities or other equity securities, existing stockholders may be materially diluted by subsequent sales, and new investors could gain rights, preferences and privileges senior to the holders of our common stock.

To raise capital, we may sell common stock, series A preferred stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time.

If we sell common stock, series A preferred stock, convertible securities or other equity securities, existing stockholders may be materially diluted by subsequent sales, and new investors could gain rights, preferences and privileges senior to the holders of our existing securities.

The aggregate number of shares of our common stock that may be issued pursuant to stock awards under our 2020 Equity Incentive Plan, as amended, (the “ 2020 Plan ”) is 2,600,000 shares, except at any given time, the number of shares that may be issued pursuant to the 2020 Plan cannot exceed the number of shares that is equal to 20% of our Company’s total shares of common stock outstanding at the time of any grant of awards under the 2020 Plan.

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As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares, as well as overall liquidity, of our common stock.

We will likely be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.

We are a smaller reporting company and are exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act, defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority- owned subsidiary of a parent that is not a smaller reporting company and that:

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in the case of an issuer whose public float was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

As a smaller reporting company, we would not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we would provide only two years of financial statements; and we would not need to provide the table of selected financial data.

We also would have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, and also could make it more difficult for our stockholders to sell their shares.

As a smaller reporting company, we are not required and may not include a Compensation Discussion and Analysis section in our proxy statements; we provide only two years of financial statements; and we do not need to provide the table of selected financial data.

We also have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our securities less attractive to potential investors, and also could make it more difficult for our stockholders to sell their securities.

Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously filed financial statements, which could cause our stock price to decline.

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

What changed 10-K

Item 1A. Risk Factors