Loading...
Loading...
ITEM 1.A RISK FACTORS
Except as set forth below, there have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the year ended December 31, 2023.
We have recentlyDuring 2024, we instituted collection efforts through litigation against one of our credit card processors and its clearing bank as efforts to account for and collect approximately $1.87 million of our credit card receivables that were supposed to have been held by them in reserve, have not proven successful.
The Companys financial statements as of JuneSeptember 30, 2024, reflect a receivables balance of $2.3248 million. Of that balance, $2.3147 million represents receivables that arise out of credit card transactions generated by the Companys iGenius subsidiary. The credit card transactions that arise out of the ordinary course operations of the Companys iGenius subsidiary, are processed by the Companys credit card processors, in conjunction with their clearing banks. Over time, the balance of credit card collections being held by one of our credit card processors and its clearing bank, which are legally supposed to be held for the benefit of the Company, subject to coverage for chargebacks and other normal course collection issues, has increased to approximately $1.87 million; an amount that has been generally confirmed by the credit card processor. As they had been unresponsive to our repeated demands for payment, claiming that they were in the process of concluding their internal accounting of the amounts due and status of our accounts, in March 2024, the Company instituted a lawsuit against this credit card processor and its clearing bank seeking, among other things, an accounting for and repayment of the withheld funds. In August 2024Notwithstanding, to date, we have been unable, through negotiations and through our lawsuit, to recover any amount of the creceivable balances owed to us as the credit card processor advised ussserts, among others, that it had concluded its internal accounting processtinues to evaluate possible exposure to chargebacks and had agreed that approximately $1.87 millother normal course collection was due to us. Having agreed upon the amount due to us, issues. Recently, however, the Companys application for a pre-judgment writ of attachment against both the credit card processor has also recently proposed repaymentand the clearing bank, has been granted. Although the Companys collection efforts will likely be enhanced by application of the amoupre-judgment due to us on an instalment basis,writ of attachment, there can still be no assurances the terms of which wat the Company will be are consideringble to collect some or all of the funds owed to it. Should the Company be unable to collect some or all of the funds owed, it will be caused to incur a corollary bad debt expense of up to the uncollected amount which is currently approximately $1.87 million. Furthermore, the Company may be caused under generally accepted accounting principles, to incur a bad debt expense if it is determined that the amounts owed to the Company are unlikely to be collected, although the Company has not yet reached that conclusion. A charge of up to $1.87 million, which represents less than 10% of the Companys current assets, would not have a material adverse effect upon the Companys long-term liquidity, however, could have a material adverse effect upon the Companys net earnings in the period incurred.
Our business could be negatively affected if we are required to defend allegations that our direct selling activities are fraudulent or deceptive schemes, against public interest, or involve the sale of unregistered securities.
Our iGenius products and services are marketed by a global network of independent distributors using a direct selling business model. Although we believe that our direct selling business model is generally in compliance with applicable legal standards, direct selling programs, in general, have often been the target of regulatory scrutiny by federal, state, and local governmental agencies in the United States and foreign countries, including the FTC. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as pyramid schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on product sales, whereas the more successful direct selling business models have and emphasize sales of products and services. The regulatory requirements concerning direct selling programs do not include bright line rules and are inherently fact-based and, thus, we are subject to the risk that these regulations or the enforcement or interpretation of these regulations by regulators or courts can change. The adoption of new regulations, or changes in the interpretations or enforcement of existing regulations, may result in significant compliance costs or require us to change or cease aspects of our network marketing program. In addition, the ambiguity surrounding these regulations can also affect the public perception of our business. In the normal course of operations, we have periodically received inquiries from foreign or domestic regulators relative to matters of this nature. In addition, from time to time, we receive notices or formal actions from foreign or domestic regulatory authorities or administrative agencies, that assert that the activities of certain of our independent distributors, as well as our iGenius business unit, as it generally relates to that component of our business that provides financial education and related tools, or introduces our customers to, financial products or licensed third-parties who offer financial advice or products, constitute unlicensed activities as an unregistered securities dealer or advisor under local laws. However, we do not believe that this component of our business violates any such laws as we believe we are merely a provider of financial education and related tools that access information that is available publicly or without a licensing requirement, or that through affinity programs provide access to services or products offered by third parties neither owned or operated by iGenius, who are appropriately licensed or registered. When we are confronted with such allegations, we may either elect to challenge the legal basis thereof when we believe it is appropriate or economically compelling, or in the instances in which the financial impact of the relief sought is de minimis, we may elect to settle with any such regulator, often without admitting any violation of law.