ITEM 1A. RISK FACTORS We are subject to Because of the following risk factors: factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. 8 Risks Related to Our Business Our independent registered Public Accounting firms auditors report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. We have little historical performance for you to base an investment decision upon, and we may never become profitable. If we are unable to generate sufficient revenues revenue for our operating expenses, we will need financing which we may be unable to obtain; should we fail to obtain sufficient financing, our revenues will be negatively impacted. Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. We have an unproven business model. Our growth depends in part on the success of our relationships, agreements, and arrangements with third parties. Should we encounter difficulties or service interruptions with our software, our results of operations may be negatively impacted. Our business is directly related to the level of business in restaurants, bars, and coffee establishments; should these industry sectors experience material decreases in levels of business and sales, our results of operations will be negatively affected. We expect our quarterly financial results to fluctuate. Our business depends on the actions of our Shops, Sending Consumers, Receiving Consumers and Brands level of use of our Platform; material decreases or loss of the use of our Platform by these Platform participants, will adversely affect our business, results of operations, and financial condition. If we fail to continue to improve and enhance the functionality, performance, reliability, design, security, or scalability of our Platform that responds to our customers evolving needs our business may be adversely affected. If our software contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle claims with our customers. We and certain of our third-party partners, service providers, and sub-processors transmit and store personal information of our customers and consumers; if the security of this information is compromised, or is otherwise accessed without authorization, our reputation may be harmed, and we may be exposed to liability and loss of business. We are subject to stringent and changing privacy laws, regulations and standards, and contractual obligations related to data privacy and security; our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or adversely affect our business. Payment transactions processed on our platform may subject us to regulatory requirements and the rules of payment card networks, and other risks that could be costly and difficult to comply with or that could harm our business. Our business is highly competitive, and we may be unable to compete successfully against current and future competitors, especially those businesses with greater operational and financial resources than we do. 9 We may be subject to claims by third parties of intellectual property infringement; we could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property or prevent third parties from making unauthorized use of our technology could adversely affect our business, results of operations, and financial condition. Any future litigation against us could be costly and time-consuming to defend. Our brand is integral to our success; if we fail to effectively maintain, promote, and enhance our brand, our business and competitive advantage may be harmed. Unfavorable conditions in our industry or the global economy, or reductions in digital ordering transaction volume or technology spending, could adversely impact the health of our customers and limit our ability to grow our business and negatively affect our results of operations. Increases in food, labor, and occupancy costs could adversely affect results of operations. Our failure to attract, train, or retain highly qualified personnel could harm our business. Our Platform is in the early stages of commercialization; we are not certain that our Platform will be well received as anticipated. We may be unable to effectively manage growth. We may incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such an evaluation may have an adverse effect on our stock price. We are eligible to be treated as an emerging growth company, as defined in the JOBS Act, and a smaller reporting company within the meaning of the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies or smaller reporting companies will make our Common Stock less attractive to investors. Our failure to appropriately and timely respond to changing consumer preferences and demand for new products and services could significantly harm our customer relationships and have a material adverse effect on our business, financial condition, and results of operations. We face risks associated with our existing and planned international business. We are exposed to foreign currency exchange rate fluctuations and exchange control risks, which may harm the results of operations and cause our financial results to fluctuate between periods. We may be unable to adequately protect or continue to use our intellectual property; failure to protect such intellectual property may harm our business. We will require additional capital to execute our overall business strategy. Our officers own As of the date of this Annual Report, one shareholder owned a controlling interest in the voting stock stock, and as such, investors will have minimal influence on our operations. Climate changes may indirectly impact our business. The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business. We may have difficulty obtaining officer and director coverage or obtaining such coverage on favorable terms or financially be unable to obtain any such coverage, which may make it difficult for our attracting and retaining qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers 10 Risks Related to our Securities An investment in our shares is highly speculative. The market price of our Common Stock may fluctuate significantly in the future. You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock. There is presently no market for our Common Stock; an inability to develop or maintain a trading market could negatively affect the value of our Common Stock and make it difficult for you to sell your shares. If our stock is thinly traded, sale of your holding may take a considerable amount of time. Our common Stock is subject to the "Penny Stock" Penny Stock rules of the SEC and the trading market in our securities will be limited, which makes transactions in our Common Stock cumbersome and may reduce the value of an investment in our Common Stock. There will be restrictions on resale of Securities and there is no assurance of the registration of the Securities. Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low-priced stocks that will create a lack of liquidity and make trading difficult or impossible. FINRA sales practice requirements may limit a shareholders ability to buy and sell our Common Stock. Shares eligible for future sale may adversely affect the market. If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected. Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price. We have never paid cash dividends and do not anticipate doing so in the foreseeable future. Our stock price may be volatile, which may result in losses to our shareholders. We do not have an independent board of directors which could create a conflict of interests interest and pose a risk from a corporate governance perspective. Because we do not have a nominating, audit or compensation committee, shareholders will have to rely on the entire board of directors, no members of which are independent, to perform these functions. Our election not to opt out of the JOBS Act extended accounting transition period may not make our financial statements easily comparable to other companies. We may have difficulty obtaining officer and director coverage or obtaining such coverage on favorable terms or financially be unable to obtain any such coverage, which may make it difficult for our attracting and retaining qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers. We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed, and our stock price could decline. If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud; as a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock. 11