What changed in this filing

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Item 1. Business

2021-03-31 compared with 2020-03-30 · 712 added, 54 removed, 184 unchanged (81% of the section changed)

50 unchanged sentences

It currently serves in excess

of 50,000 members in North America and has plans to expand its

services into Europe and then worldwide.

of 60,000 members in North America and desires to expand its

services worldwide.

AuctionInc Software.

14 unchanged sentences

PaidWeb, PaidCart and

PaidShipping will be launched to replace AuctionInc.

PaidShipping 

was launched in 2020 and the clients continue to

transition to our new solutions.

18 unchanged sentences

there is potential to grow this portion of our

PaidPayments provides

commerce solutions to small - and medium-sized businesses by

enabling them to sell their goods and services, accept payment, and

create repeat sales though an online payment processing solution.

The Company has offered PaidPayments as a Payment Facilitator since

2019, which enables our merchants to get the benefit of instant

boarding and discounted rates.

Our platform provides all aspects

required for payment processing, including merchant boarding,

underwriting, fraud monitoring, settlement, funding to the

sub-merchant, and monthly reporting and statements.

controls all of these necessary aspects in the payment process and

is then able to supply a one-step boarding process for our partners

and value-added resellers.

This capability also provides cost

advantages, rapid response to market needs, simplified processes

for boarding business and a seamless interface for our merchant

Business Strategy

2 unchanged sentences

and ShipTime while ensuring that our

mission ( “To provide a

comprehensive e-commerce platform for global small to medium

enterprises that deliver the infrastructure and the tools to allow

our members to seamlessly establish, market, transact, ship and

manage their businesses to thrive in an online world”)

continued to move with the velocity needed for our members to

compete in today’s on-line marketplace.

vision ( “To provide a

comprehensive e-commerce platform for small to medium

enterprises”) continued to move with the pace needed

for our members to compete in today’s on-line

the ShipTime portion of our business is now our key revenue driver;

11 unchanged sentences

Support and Customer Success mindset.

Our new Account Management

Team will be engaging with our prospects and members to provide

guidance and support in utilizing new tools and services.

provide the infrastructure to assist in accelerating growth for our

customers in both their existing markets and new markets as well.

We continue to focus on clients in both the United States and

Our new Sales and Account

Management Teams will be engaging with our prospects and members to

provide guidance and support in utilizing new tools and services.

Paid will provide the infrastructure to assist in accelerating

growth for our customers in both their existing markets and new

markets as well.

We continue to focus on clients in both the United

States and Canada.

Paid products will continue to grow in 2021 with

the addition of the PaidShipping, PaidWeb and PaidCart

strategy for the shipping calculator clients includes upgrading the

1 unchanged sentence

We are increasing our

product offerings to include plugins for several online shopping

product offerings to include plug-ins for several online shopping

cart platforms.

continues to be a valuable component of the Company, we hope to

maintain and grow our client base in the Craft Brewery

maintain our client base in the Craft Brewery

 The business

1 unchanged sentence

increase revenue per member while enhancing our opportunities in

the online e-commerce market.

the online ecommerce market.

There are always a variety of factors

14 unchanged sentences

offerings without enhancing our marketing strategy.

was mapped out in 2019 to pursue new digital marketing efforts, as

well as an in-house sales team to fast forward our

Company will continue to market PAID, ShipTime and BeerRun

throughout 2020 and beyond.

Cross selling efforts will be enhanced

and new features are being added to our Paid platform.

experience and feedback with existing partnerships that promote our

product lines, the Company believes that creating additional

partnerships beyond North America is an effective marketing tool to

promote and encourage new registrations.

Additional resources and

marketing initiatives will be utilized to increase onboarding and

converting our members to being active long-time users of the

Company’s services in order to accelerate our growth.

our marketing team will allow us to continue to pursue digital

marketing efforts, as well as increasing our in-house sales team to

fast forward our growth.

Company will continue to market PAID and ShipTime throughout 2021

Cross selling efforts will be enhanced and new features

are being added to our Paid platform.

Based on experience and

feedback with existing partnerships that promote our product lines,

the Company believes that creating additional partnerships beyond

North America is an effective marketing tool to promote and

encourage new registrations.

Additional resources and marketing

initiatives will be utilized to increase onboarding and converting

our members to being active long-time users of the Company’s

services in order to accelerate our growth.

Revenue Sources

4 unchanged sentences

generation services we continue to focus on launching our new

e-commerce platforms and releasing enhancements to our brewery

management software.

e-commerce platforms.

See “Risk Factors”

34 unchanged sentences

all with a unique perspective.

The launch of our new offering has

helped us maintain a presence in the brewery management industry.

Our sales and support team stays informed with the competition and

The updates to our existing offering

have helped us maintain a presence in the brewery management

Our support team stays informed with the competition and

we have the ability to modify our product as the industry

Research and Development

the past years the Company has made significant progress developing

new integrations with e-commerce shopping cart platforms.

Company now employs several developers who are focused on the

growth of the PAID brand and ShipTime products and their

technologies.

Our technology roadmap has been projected for the

2020 calendar year and we have enhancements scheduled for all

the past years, the Company has made significant progress

developing new integrations with e-commerce shopping cart

The Company now employs several developers who are

focused on the growth of the PAID brand and ShipTime products and

their technologies.

Our technology roadmap has been projected for

the 2021 calendar year and we have enhancements scheduled for all

aspects of our businesses.

Our strategy includes a product

redesign, new websites, e-commerce shopping cart solutions, a

merchant payment processing platform, shipping calculator

enhancements and many additional features and upgrades to our

online shopping and shipping tools.

March 30, 2020, the Company currently has seventeen full time

equivalent employees.

We have no collective bargaining agreements

and consider the relationship with our employees to be

Our strategy includes continuous user

enhancements on our existing platforms, new websites, updates to

our e-commerce shopping cart solution, enhancements to our merchant

payment processing platform, shipping calculator enhancements and

many additional features and upgrades to our online shopping and

shipping tools.

March 31, 2021, the Company currently has twenty-three full time

equivalent employees and one part time employee.

collective bargaining agreements and consider the relationship with

our employees to be good.

Government Regulation

9 unchanged sentences

information security.

Ri s k Factors

You should carefully consider the risks

and uncertainties described below

before deciding to invest in shares of our common stock.

any of the following risks or

uncertainties actually occurs, our business, prospects,

financial condition and operating

results would likely suffe r .

In that event, the market price of

our common stock could decline and you could lose

all or part of your

Relating to the Company

We have experienced operating losses.

business and prospects must be considered in light of the risks,

expenses and difficulties that are inherent in our business.

risks include:

our ability to

anticipate and adapt to a developing market;

our ability to

market, license and enforce our shipping calculator, payment

processing platform and shopping cart;

development of

equal or superior Internet portals, shipping calculators and

related services by competitors;

our ability to

maintain competitive pricing with our carriers

To address these risks, we must, among other things, successfully

market our e-commerce shopping cart, our merchant payment platform

and shipping label generation services, continue to develop new

relationships with carriers, e-commerce service providers, maintain

our customer base, attract significant numbers of new customers,

respond to competitive developments, and continue to develop and

upgrade our technologies.

We cannot offer any assurances that we

will be successful in addressing these risks.

Company has reported substantial operating losses since 1999.

can be no assurance that we will be profitable in the

Our capital is limited and we may need additional financing to

continue operations.

require substantial working capital to fund our business.

unable to obtain additional financing in the amounts desired and on

acceptable terms, or at all, or issue stock, we could be required

to significantly

reduce the scope of our expenditures, which impact our business

potential and the market price of our common stock.

additional funds by issuing equity securities, our shareholders

will be further diluted.

Based on our cash position as of December

31, 2020, we believe we have sufficient capital to fund our

anticipated operating expenses over the next 12

We are unable to guarantee that the marketplace will accept our

software products.

software markets are characterized by rapid technological change,

frequent new product enhancements, uncertain product life cycles,

changes in customer demands and evolving industry standards.

software products could be rendered obsolete if products based on

new technologies are introduced or new industry standards emerge,

or if we do not obtain adequate intellectual property protection.

We are unable to provide any assurances that the marketplace will

accept our software products and services, or that we will be able

to provide these products and services at a profit.

Our operating results are unpredictable.

should not rely on the results for any period as an indication of

future performance.

Our operating results and rate of growth are

unpredictable and are expected to fluctuate in the future due to a

number of additional factors, many of which are outside our

These factors beyond our control include:

ability to significantly increase our customer base and traffic to

our websites, maintain gross margins, and maintain customer

satisfaction;

ability to market and sell our software products;

confidence in encrypted transactions in the internet

announcement or introduction of new types of services or products

by our competitors;

difficulties with respect to customer use of our

technologies;

regulation by federal or local governments;

economic conditions and economic conditions specific to the

internet and e-commerce.

strategic response to changes in the competitive environment, we

may from time to time make certain service, marketing or supply

decisions or acquisitions that could have a material adverse effect

on our results of operations and financial condition.

revenues were derived from our shipping coordination, shipping

label generation services, shipping calculator services, merchant

payment processing and brewery management software

The successful operation of our business depends upon the supply of

critical technology elements from other third parties, including

our internet service provider and technology

operations depend on a number of third parties for internet/telecom

access, delivery services, and software services.

We have limited

control over these third parties and no long-term relationships

with many of them.

We rely on an internet service provider to

connect our websites to the internet.

From time to time, we have

experienced temporary interruptions in our websites connection and

also our telecommunications access.

The Company has recently

secured a secondary subscription for our internet services and have

migrated our hosted services to a cloud based offsite location in

order to mitigate any potential outages.

We license technology and

related databases from third parties for certain elements of our

Furthermore, we are dependent on hardware suppliers for

prompt delivery, installation, and service of servers and other

equipment to deliver our products and services.

Our internally

developed software depends on operating system, database and server

software that was developed and produced by and licensed from third

We have from time to time discovered errors and defects in

the software from these third parties and, in part, rely on these

third parties to correct these errors and defects in a timely

Any errors, failures, interruptions, or delays experienced

in connection with these third-party technologies and information

services could negatively impact our relationship with users and

adversely affect our brand and our business, and could expose us to

liabilities to third parties.

Our failure to manage growth could place a significant strain on

our management, operational and financial resources.

places a significant strain on our management, operational and

financial resources, and has placed significant demands on our

management, which currently include two executive officers, a vice

president of operations and a vice president of finance.

to manage growth, we will be required to expand existing

operations, particularly with respect to enhanced product

offerings, customer service and development, to improve existing

and implement new operational, financial systems, procedures and

In 2020, the Company added a significant number of

personnel and has included in its growth a number of new positions

to assist with the workload.

experienced some strain on our resources because of:

the need to manage

relationships with various technology licensors, other websites and

services, and other third parties;

pressures for the

continued development of our core of software products;

additional sales and marketing personnel.

Difficulties we may

encounter in dealing successfully with the above risks could

seriously harm our operations.

We cannot offer any assurance that

our current personnel, systems, procedures and controls will be

adequate to support our future operations or that management will

be able to identify, hire, train, retain, motivate and manage

required personnel.

Our Company's success still depends upon the continued services of

its current management and other relationships.

substantially dependent on the continued services of our key

personnel, W.

Austin Lewis, IV and David Scott.

specialized knowledge and skills with respect to our Company and

our operations and relationships with our clients.

As a result, if

Lewis were to leave our Company, we could face some

difficulties in hiring qualified successors.

Scott has unique

knowledge regarding the technology of the Company and its

integrations to other third-party software.

Scott were to

leave the Company, we could face some setbacks in development or

possible outages.

We do not maintain any key person life

Our Company's success will depend on our ability to attract and

retain qualified personnel.

believe that our future success will depend upon our ability to

identify, attract, hire, train, motivate and retain other highly

skilled managerial, accounting, technical consulting, marketing and

customer service personnel.

The Company has recently added seven

new employees and has had minimal turnover in the last year.

cannot offer assurances that we will be successful in attracting,

assimilating or retaining the necessary personnel, and the failure

to do so could have an adverse effect on our business.

Our success depends upon market awareness of our

Development and

awareness of our Company will depend largely on our success in

increasing our customer base, specifically in the United States.

attract and retain customers and to promote and maintain our

Company in response to competitive pressures, we may find it

necessary to increase our marketing and advertising budgets and

otherwise to increase substantially our financial commitment to

creating and maintaining brand loyalty among consumers.

need to continue to devote substantial financial and other

resources to increase and maintain the awareness of our online

brands among website users, advertisers, affiliate relationships,

and e-commerce entities that we have advertising relationships with

web advertising,

marketing, and social media;

traditional media

advertising campaigns;

Canadian seller

trade show exhibits

in the United States and Canada.

results of operations could be seriously harmed if our investment

of financial and other resources, in an attempt to achieve or

maintain a leading position in internet commerce or to promote and

maintain our brand, does not generate a corresponding increase in

net revenue, or if the expense of developing and promoting our

online brands becomes excessive.

System failures could result in interruptions in our service, which

could harm our business.

element of our strategy is to generate a high volume of traffic to,

and use of, our products.

Accordingly, the satisfactory

performance, reliability and availability of the shipping

calculations, transaction processing systems and network

infrastructure are critical to our operating results, as well as

our reputation and our ability to attract and retain customers and

maintain adequate customer service levels.

periodically have experienced minor systems interruptions,

including internet disruptions.

Some of the interruptions are due

to upgrading our technology.

During these upgrades, the outages

have generally lasted less than an hour.

Any systems interruptions,

including internet disruptions, which result in the unavailability

of our services, could harm our business.

In addition to placing

increased burdens on our engineering staff, these outages create a

large number of user questions and complaints that need to be

responded to by our personnel.

We cannot offer assurances

we will be able to

accurately project the rate or timing of increases if any, in the

use of our services;

uninterrupted access to the internet.

disruption in the Internet access to our websites and services or

any systems failures could significantly reduce consumer demand for

our services, diminish the level of traffic to our products, impair

our reputation and reduce our e-commerce and advertising

We currently identify vulnerabilities with our communications

hardware and computer hardware.

main servers are cloud-based and are located within two separate

third party hosting facilities.

The cloud-based servers are spread

across North America.

ShipTime maintains several non-critical

servers which are located in Canada with daily operations conducted

in Oakville, Ontario.

Neither our Massachusetts facilities nor our

Canadian facilities are protected from flood, power loss,

telecommunication failure, break-in and similar events however the

equipment located at these offices is not considered critical to

our service offerings.

all servers, our cloud-based servers are also vulnerable to

computer viruses, physical or electronic break-ins, attempts by

third parties to deliberately exceed the capacity of our systems

and similar disruptive problems.

Computer viruses, break-ins or

other problems caused by third parties could lead to interruptions,

delays, loss of data or cessation in service to users of our

services and products and could seriously harm our business.

implementation of redundancies minimizes the risk of loss though

there are no guarantees.

There are certain provisions of Delaware law that could have

anti-takeover effects.

provisions of Delaware law and our Certificate of Incorporation,

and Bylaws could make an acquisition of our Company by means of a

tender offer, a proxy contest or otherwise, and the removal of our

incumbent officers and directors more difficult.

Our Certificate of

Incorporation and Bylaws do not provide for cumulative voting in

the election of directors.

Our Bylaws include advance notice

requirements for the submission by stockholders of nominations for

election to the Board of Directors and for proposing matters that

can be acted upon by stockholders at a meeting.

subject to the anti-takeover provisions of Section 203 of the

Delaware General Corporation Law (the “DGCL”), which

will prohibit us from engaging in a “business

combination”

with an “interested stockholder”

three years after the date of the transaction in which the person

became an interested stockholder unless the business combination is

approved in a prescribed manner.

Generally, a "business

combination" includes a merger, asset or stock sale, or other

transaction resulting in a financial benefit to the interested

Generally, an "interested stockholder" is a person

who, together with affiliates and associates, owns (or within three

years prior to the determination of interested stockholder status,

did own) 15% or more of a corporation's voting stock.

The existence

of this provision would be expected to have an anti-takeover effect

with respect to transactions not approved in advance by the Board

of Directors, including discouraging attempts that might result in

a premium over the market price for the shares of common stock held

by stockholders.

Section 203 could adversely affect the ability of

stockholders to benefit from certain transactions, which are

opposed by the Board or by stockholders owning 15% of our common

stock, even though such a transaction may offer our stockholders

the opportunity to sell their stock at a price above the prevailing

market price.

Our success is dependent in part on our ability to obtain and

maintain proprietary protection for our technologies and

most important intellectual property relates to the software for

our shipping calculator, label generation and payment processing

We do not have any patents or patent applications for our

designs or innovations, except for our patent with respect to our

online auction shipping and tax calculator.

We may not be able to

obtain copyright, patent or other protection for our proprietary

technologies or for the processes developed by our employees.

standards relating to intellectual property rights in computer

software are still developing and this area of the law is evolving

with new technologies.

Our intellectual property rights do not

guarantee any competitive advantage and may not sufficiently

protect us against competitors with similar

of our confidentiality procedures, we generally enter into

agreements with our employees and consultants and limit access to

and distribution of our software, documentation and other

proprietary information.

We cannot offer assurances that the steps

we have taken will prevent misappropriation of our technology or

that agreements entered into for that purpose will be enforceable.

Notwithstanding the precautions we have taken, it might be possible

for a third party to copy or otherwise obtain and use our software

or other proprietary information without authorization or to

develop similar software independently.

Policing unauthorized use

of our technology is difficult, particularly because the global

nature of the internet makes it difficult to control the ultimate

destination or security of software or other data transmitted.

laws of other countries may afford our Company little or no

effective protection of its intellectual property.

success in part relies upon our technologies, if proper protection

is not available or can be circumvented, our business may

Intellectual property infringement claims would harm our

in the future receive notices from third parties claiming

infringement by our software or other aspects of our business.

future claim, with or without merit, could result in significant

litigation costs and diversion of resources, including the

attention of management, and require us to enter into licensing

agreements, which could have a material adverse effect on our

business, results of operations and financial condition.

agreements, if required, may not be available on terms acceptable

to the Company or at all.

In the future, we may also need to file

lawsuits to enforce our intellectual property rights, to protect

our trade secrets, or to determine the validity and scope of the

proprietary rights of others.

This litigation, whether successful

or unsuccessful, could result in substantial costs and diversion of

resources, which could have a material adverse effect on our

business, results of operations and financial

Our success is dependent on licensed technologies.

on a variety of technologies that we license from third parties.

also rely on encryption and authentication technology licensed from

a third party through an online user agreement to provide the

security and authentication necessary to effect secure transmission

of confidential information.

cannot make any assurances that these third-party technology

licenses will continue to be available to us on commercially

reasonable terms.

Although no single software vendor licensor

provides us with irreplaceable software, the termination of a

license and the need to obtain and install new software on our

systems would interrupt our operations.

Our inability to maintain

or obtain upgrades to any of these technology licenses could result

in delays in completing our proprietary software enhancements and

new developments until equivalent technology could be identified,

licensed or developed and integrated.

These delays would materially

and adversely affect our business, results of operations and

financial condition.

We may be exposed to liability for content retrieved from our

exposure to liability from providing content on the internet is

currently uncertain.

Due to third party use of information and

content downloaded from our websites, we may be subject to claims

the content and

publication of various materials based on defamation, libel,

negligence, personal injury and other legal theories;

trademark or patent infringement and wrongful action due to the

actions of third parties;

other theories

based on the nature and content of online materials made available

through our websites.

exposure to any related liability could result in us incurring

significant costs and could drain our financial and other

We do not maintain insurance specifically covering these

Liability or alleged liability could further harm our

business by diverting the attention and resources of our management

and by damaging our reputation in our industry and with our

The Company may be exposed to potential risks relating to our

significant deficiencies and material weaknesses in our internal

controls over financial reporting.

directed by Section 404 of the Sarbanes-Oxley Act of 2002

(“SOX 404”), the Securities and Exchange Commission

adopted rules requiring public companies to include a report of

management on the Company's internal control over financial

reporting in their annual reports, including Form 10-K.

identified deficiencies and material weaknesses in our internal

controls and have taken steps to remediate them as cost-effectively

Based on these deficiencies and material weaknesses,

investors and others may lose confidence in the reliability of our

financial statements and our ability to obtain equity or debt

financing could suffer.

Associated With Our Industry

The market for online services is intensely competitive with low

barriers to entry.

market for internet products and services is very competitive.

Barriers to entry are relatively low, and current and new

competitors can launch new sites at relatively low costs using

commercially available software.

We currently or potentially

compete with a variety of other companies depending on the type of

services offered to customers.

These competitors include a number

of indirect competitors that specialize in e-commerce shipping

solutions or derive a substantial portion of their revenue from

e-commerce products and those that specialize in brewery management

possible that new competitors or alliances may emerge and rapidly

acquire market share.

Increased competition is likely to result in

reduced operating margins, loss of market share and a diminished

brand recognition, any one of which could materially adversely

affect our business, results of operations and financial condition.

Many of our current and potential competitors have greater

financial, marketing, customer support, technical and other

resources than the Company.

As a result, these competitors may be

able to provide services on more favorable terms than we can, and

they may be able to respond more quickly to changes in customer

preferences or to devote greater resources to the development of

their products than the Company.

We may be adversely affected by the deterioration in economic

conditions, which could affect consumer and corporate spending and

our ability to raise capital, and, therefore, significantly

adversely impact our operating results.

impact of slowdowns on our business is difficult to predict, but

they may result in reductions in new client registrations and our

ability to generate revenue.

The risks associated with our

businesses may become more acute in periods of a slowing economy or

a recession, which may be accompanied by a decrease in e-commerce

Instability in the financial markets as a result of

recession or otherwise, as well as insufficient financial sector

liquidity, also could affect the cost of capital and energy

suppliers and our ability to raise capital.

business depends on discretionary consumer and corporate spending.

Many factors related to corporate spending and discretionary

consumer spending, including economic conditions affecting

disposable consumer income such as employment, fuel prices,

interest and tax rates and inflation can significantly impact our

operating results.

Business conditions, as well as various industry

conditions, including corporate marketing and promotional spending,

can also significantly impact our operating results.

factors such as challenging economic conditions, public concerns

over terrorism and security incidents, particularly when combined,

can impact corporate and consumer spending and one negative factor

can impact our results more than another.

There can be no assurance

that consumer and corporate spending will not be adversely impacted

by economic conditions, thereby possibly impacting our operating

results and growth.

On March 11, 2020, the

World Health Organization declared COVID-19 a global pandemic.

extent of COVID-19’s effect on the Company’s

operational and financial performance would depend on future

developments, including the duration, spread and intensity of the

pandemic, all of which are uncertain and difficult to predict

considering the rapidly evolving landscape.

The Company continues

to analyze the potential impacts to all of its business segments.

At this time, it is not possible to determine the magnitude of the

overall impact of COVID-19 on the Company’s business.

However, it could have a material adverse effect on the

Company’s business, financial condition, liquidity, results

of operations, and cash flows.

Security breaches and credit card fraud could harm our

on encryption and authentication technology licensed from a third

party through an online user agreement to provide the security and

authentication necessary to effect secure transmission of

confidential information.

We believe that a significant barrier to

e-commerce and communications is the secure transmission of

confidential information over public networks.

We cannot give an

assurance that advances in computer capabilities, new discoveries

in the field of cryptography or other events or developments will

not result in a compromise or breach of the algorithms we use to

protect customer transaction data.

If this compromise of our

security were to occur, it could have a material adverse effect on

our business, results of operations and financial condition.

party who is able to circumvent our security measures and those of

our third party providers could misappropriate proprietary

information or cause interruptions in our operations.

To the extent

that activities of our Company or third-party contractors involve

the storage and transmission of proprietary information.

breaches could expose us to a risk of loss or litigation and

possible liability.

We may be required to expend significant

capital and other resources to protect against the threat of

security breaches or to alleviate problems caused by these

We cannot offer assurances that our security measures

will prevent security breaches or that failure to prevent these

security breaches will not have a material adverse effect on our

Our industry may be exposed to increased government

Company is not currently subject to direct regulation by any

government agency, other than regulations applicable to businesses

generally, and laws or regulations directly applicable to access

to, or commerce on, the internet.

Today there are relatively few

laws specifically directed towards online services, other than to

protect user privacy or children.

However, due to the increasing

popularity and use of the internet, it is possible that a number of

laws and regulations may be adopted with respect to the internet,

covering issues such as user privacy, freedom of expression,

pricing, content and quality of products and services, fraud,

taxation, advertising, intellectual property rights and information

Compliance with additional regulation could hinder our

growth or prove to be prohibitively expensive.

applicability to the internet of existing laws in various

jurisdictions governing issues such as property ownership, sales

tax, libel and personal privacy is uncertain and may take time to

In addition, because our service is available over the

internet in multiple states, and we sell to numerous consumers

resident in these states, these jurisdictions may claim that we are

required to qualify to do business as a foreign corporation in each

Our failure to qualify as a foreign corporation in a

jurisdiction where it is required to do so could subject our

Company to taxes and penalties for the failure to qualify.

legislation or regulation, or the application of laws or

regulations from jurisdictions whose laws do not currently apply to

our business, could have a material adverse effect our business,

results of operations and financial condition.

Associated with our Common Stock

Our stock price has been and may continue to be very

market price of the shares of our common stock has been, and is

likely to be, highly volatile.

During the year ended December 31,

2020 our stock price as quoted on the OTC Pink operated by the OTC

Markets Group, Inc., on the OTCPINK has ranged from a high of $5.45

per share to a low of $2.02 per share.

The variance in our share

price makes it difficult to forecast with any certainty the stock

price at which you may be able to buy or sell your shares of our

common stock.

The market price for our stock could be subject to

wide fluctuations in response to factors that are out of our

control such as:

anticipated variations in our results of operations;

announcements of

new products, services or technological innovations by our

short selling our

common stock and stock price manipulation;

merger, split or

developments in

internet regulation;

general conditions

and trends on the internet and e-commerce industries.

trading prices of many technology companies' stock have experienced

extreme price and volume fluctuations.

These fluctuations often

have been unrelated or disproportionate to the operating

performance of these companies.

These broad market factors may

adversely affect the market price of our common stock.

fluctuations, as well as general economic, political and market

conditions such as recessions or interest rate fluctuations, may

adversely affect the market price of our common stock.

change in the public's perception of the prospects of Internet or

e-commerce companies could depress our stock price regardless of

 “Penny stock”

regulations may impose certain

restrictions on marketability of securities.

adopted regulations which generally define "penny stock" to be an

equity security that has a market price of less than $5.00 per

Our common stock may be subject to rules that impose

additional sales practice requirements on broker-dealers who sell

these securities to persons other than established customers and

accredited investors (generally those with assets in excess of

$1,000,000, or annual incomes exceeding $200,000 or $300,000

together with their spouse).

For transactions covered by these

rules, the broker-dealer must make a special suitability

determination for the purchase of these securities and have

received the purchaser's prior written consent to the

Additionally, for

any transaction, other than exempt transactions, involving a penny

stock, the rules require the delivery, prior to the transaction, of

a risk disclosure document mandated by the SEC relating to the

penny stock market.

The broker-dealer also must disclose the

commissions payable to both the broker-dealer and the registered

representative, current quotations for the securities and, if the

broker-dealer is the sole market-maker, the broker-dealer must

disclose this fact and the broker-dealer's presumed control over

Finally, monthly statements must be sent disclosing

recent price information for the penny stock held in the account

and information on the limited market in penny stocks.

Consequently, the "penny stock" rules may restrict the ability of

broker-dealers to sell our common stock and may affect the ability

to sell our common stock in the secondary market.

The market for our Company's securities is limited and may not

provide adequate liquidity.

common stock is currently quoted on the OTCPINK, a regulated

quotation service that displays real-time quotes, last-sale prices,

and volume information in over-the-counter equity securities.

result, an investor may find it more difficult to dispose of, or

obtain accurate quotations as to the price of, our securities than

if the securities were traded on the Nasdaq Stock market, or

another national exchange.

There are a limited number of active

market makers of our common stock.

In order to trade shares of our

common stock you must use one of these market makers unless you

trade your shares in a private transaction.

In the year ended

December 31, 2020 the actual daily trading volume ranged from a low

of 0 shares of common stock to a high of over 8,815 shares of

common stock.

Selling our shares can be more difficult because

smaller quantities of shares are bought and sold and news media

coverage about us is limited.

These factors result in a limited

trading market for our common stock and therefore holders of our

Company's stock may be unable to sell shares purchased should they

desire to do so.

Unre s olved Staff

Company’s primary offices are located at 700 Dorval Drive,

Oakville, Ontario with a presence at 225 Cedar Hill Street,

Marlborough, Massachusetts, pursuant to a lease agreement for the

Oakville property which expires in August 2023.

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 1. Business