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Filed
Pursuant to Rule 424(B)(3)
Registration
No. 333-268839
PROSPECTUS
13,500,000
shares of widespread stock
SMARTCARD
MARKETING SYSTEMS, INC.
This prospectus pertains to
the resale by the marketing stockholders acknowledged herein of as a lot as 13,500,000 shares of widespread stock, par price $0.001 per share, of SmartCard
Promoting and advertising Applications, Inc., which can be provided by the marketing stockholders acknowledged on this prospectus typically at prevailing market
prices or as privately negotiated, as related; for an mixture offering of 13,500,000 shares of widespread stock. These selling stockholders,
together with their transferees, are referred to all by this prospectus as “selling stockholders”. Of the 13,500,000
shares being supplied, 8,500,000 of such supplied shares are presently issued and glorious. The shares supplied are comprised of an mixture
of (i) 3,000,000 shares of widespread stock issued and provided to an accredited investor in a financing transaction (the “2022 Private
Placement”), (ii) 5,000,000 shares of widespread stock issuable upon practice of widespread stock purchase warrants issued to the investor
inside the 2022 Private Placement; and (iii) 5,500,000 shares of widespread stock issued to non-management holders of our widespread stock. We’re going to
not receive any of the proceeds if the marketing stockholders acknowledged on this prospectus promote their shares.
Our widespread stock is quoted
on OTC Market’s “OTCQB” tier beneath the ticker picture “SMKG”. On December 15, 2022, the ultimate reported sale
price of shares of our widespread stock on the OTCQB market was $0.03 per share.
We
will pay your complete payments incident to the registration of the shares supplied beneath this prospectus, other than product sales commissions and
totally different payments of selling stockholders related to the product sales of their shares. The shares is also supplied in the marketplace typically
by the marketing stockholders performing as principals for his or her very personal accounts or in brokerage transactions at prevailing market prices or in
transactions at negotiated prices. No illustration is made that any shares will or received’t be supplied in the marketplace. It’s not doable
nowadays to search out out the worth to most of the people in any sale of the shares by the marketing stockholders and the marketing stockholders
reserve the correct to easily settle for or reject, in full or partially, any proposed purchase of shares. Accordingly, most of the people offering price and
the amount of any related underwriting reductions and commissions will in all probability be selected the time of such sale by the marketing stockholders.
See “Selling Stockholders” and “Plan of Distribution” on this prospectus.
Investing in our widespread stock
is speculative and features a extreme diploma of risk. Sooner than making any funding in our widespread stock, you must be taught and completely have in mind
the hazards described on this prospectus beneath “Hazard Components” beginning on net web page 20 of this prospectus.
Neither
the Securities and Commerce Charge nor any state securities charge has permitted or disapproved of these securities or determined
if this prospectus is truthful or full. Any illustration quite the opposite is a authorized offense.
The
date of this prospectus is January 31, 2023
PROSPECTUS
SUMMARY
You
should be taught the subsequent summary together with the additional detailed information and the financial statements exhibiting elsewhere on this
Prospectus. This Prospectus incorporates forward-looking statements that comprise risks and uncertainties. Our exact outcomes might differ
materially from these anticipated in these forward-looking statements on account of certain parts, along with these set forth beneath
“Hazard Components” and elsewhere on this Prospectus. Besides the context signifies or suggests in some other case, references to “we”,
“our”, “us”, the “Agency”, “SmartCard Promoting and advertising Applications, “SMKG”, or, the “Registrant”
focus on with SmartCard Promoting and advertising Applications, Inc., a Delaware firm, together with its subsidiary.
Overview
SmartCard
Promoting and advertising Applications, Inc. (“SmartCard Promoting and advertising Applications” and the “Agency”) is an revolutionary Fintech and Paytech
accelerator agency working as an E-Commerce, Cloud, and Mobility software program program choices and functions provider to the worldwide funds
{{industry}}. We think about in super-apps and ship a set of proprietary cloud-based enterprise choices, functions and marketplaces to
our charge {{industry}} enterprise purchasers to assist with the deployment of their service supplier portfolios. By providing Enterprise Intelligence
and Digital Transformation strategies by means of our proprietary portfolio of specialized cloud and mobility software program program choices and functions
with embedded funds experience to our purchasers contained in the Banking, Enterprise Enterprise, Retail Degree-of-Sale with e-Pockets / m-Pockets,
Cross-border Funds, Blockchain, Crypto, Non-Fungible Tokens or “NFTs”, Token, Digital ID, Video eKYC and Funds industries
with a take care of Digital Retail retailers, Events Tech, Ed-tech, Tele-medicine, Digital Vault, and Transit Reserving.
We
have a methodical methodology to the funds acceptance {{industry}}. Our proprietary enterprise functions are developed as a cloud-SaaS model
for web and mobility, offering flexibility, security and scalability to our purchasers. The Agency’s proprietary cloud and mobility
functions are licensed as white-label choices to our purchasers and companions. We develop enterprise course of functions for B2B, B2C,
B2B2C and P2P with built-in charge networks and embedded third celebration devices to expedite the go-to-market for our purchasers. This service supplier
on-boarding approach permits for easy adoption and ready-to-market merchandise for our purchasers. Extra, we search to ascertain distributors with
distinctive utilized sciences which we would seamlessly mix with as part of a pay-per-use model by tier amount pricing embedded inside our
functions, a course of additionally known as “API’s”. This method amplifies every service supplier and purchaser engagement whereas
rising revenues. We think about that API’s are the backbone of our approach.
The
rise in demand for cross-border funds to help worldwide commerce has develop to be a big different for SmartCard Promoting and advertising Applications
to provide every digital charge rails combined with digital card funds firms as Funds as a Service (“PaaS”). The Agency
makes use of its private charge rails as an embedded charge firms approach to hurry up its portfolio of enterprise deployments for its purchasers.
The
Agency has positioned itself to be a key firms and functions provider inside the Paytech, Fintech and Blockchain industries with its
distinctive strategy of licensing its experience with embedded charge rails, blockchain protocols, and utilities contained in the Agency’s
portfolio of functions. This distinctive agnostic ecosystem provides enterprise intelligent processes, embedded utilities and charge experience
sources in a digital approach for faster deployments. This ecosystem and digital approach experience is obtainable in markets which could be
each regulated or inside the strategy of rising and/or implementing their regulatory framework to allow for mass adoption.
SmartCard
Promoting and advertising Applications has an IP portfolio of 20+ proprietary choices. All of the Agency’s proprietary platforms are designed with
at least three tier ranges by means of Companion, Service supplier and Specific individual prospects. These prospects are interlinked by means of a permission-based development
on each platform by means of a registration and approval course of guaranteeing compliance and safety.
Our
persevering with approach is to develop a seamless portfolio of specialized {{industry}} charge experience wireframes, marketplaces and to allow
our purchasers to “Mannequin As Their Private” for e-commerce and E-POS semi-integrated choices on the cloud and mobile infrastructures
to market and permit their portfolios of outlets and prospects. The tip result’s a robust performing lineup of middleware’s that
mix merely with different types of charge {{industry}} financial institutions and processors creating a robust gateway. We purpose
banks and Third Event Processors for host issuing, shopping for and native charge {{industry}} firms with an present service supplier portfolio
mix that’s ready for a breadth of trending utilized sciences which incorporate each little factor from funds, blockchain to social-media advantages
for his or her purchasers with an built-in price matrix to their gateways to supply seamless activations and revenues.
We presently depend upon
a small number of purchasers for nearly all of our revenue. As mirrored in our accompanying consolidated financial statements,
for the 9 months ended September 30, 2022, our revenue was $440,487, and for the 12 months ended December 31, 2021, our revenue
was $405,412. Now we’ve got not generated revenue since inception, have sustained net losses of $988,941 for the 12 months ended December
31, 2021 and $357,723 for the 9 months ended September 30, 2022, and have incurred opposed cash flows from operations for
the years ended December 31, 2021 and 2020. As of December 31, 2021, we had an amassed deficit of $8,417,539. Accordingly,
our accompanying consolidated financial statements have been prepared assuming that the Agency will proceed as a going concern.
Our means to proceed as a going concern for the next twelve months depends upon our means to generate ample cash
flows from operations to meet our obligations, which we’ve got not been able to accomplish to date, and/or to amass additional
working capital from related and third-parties. By the use of the date our consolidated financial statements have been obtainable to be issued,
we’ve got now been financed by our important shareholder and third-party consumers. Now we’ve got suffered recurring losses from operations,
have a giant amassed deficit, proceed to experience opposed cash flows from operations, and our financial statements
don’t embody any modifications that will finish consequence from the tip results of this uncertainty. For the foregoing causes, our neutral
auditor raised substantial doubt referring to our means to proceed as a going concern in its accompanying opinion to our financial
statements.
The Agency
presently generates revenues by means of the white-label licensing of its cloud and mobility functions and via our processing of recurring
funds transactions. In addition to, the Agency moreover has a strategic financial model in fintech which is pushed by an alternate of price
by means of the licensing our utilized sciences to customers and companions in consideration for equity of their respective firms combined with
a revenue share model. The Agency’s enterprise strains which can be presently producing revenue embody: Distant Deposit Seize, Cross-border
Funds, Fintech Accelerator, Genorocity, Granularchain, OriginatorX, NFT Restricted Assortment, and Qr.guru. The Agency’s enterprise
strains which aren’t presently producing revenues embody: Menu.events, Mytravel.menu, Phaces.io, Profiler.us, Onroute.tech, ijobs.retailer,
articul8te, Mtickets.events, Abotslife, and Doctor-vid.
Our
IP Portfolio Introduction Timeline
The
beneath timeline represents the Agency’s conception and preliminary progress of each {{industry}} software program inside the Agency’s
psychological property portfolio.
Principal
Merchandise and Firms
The
Agency maintains an in depth IP portfolio which can be licensed inside quite a few industries. The beneath desk demonstrates that the enlargement
in each {{industry}} creates a direct channel different for the Agency. The primary downside that we presently face is our incapacity
to pursue quite a few industries concurrently on account of our undercapitalization. We moreover face fierce world opponents. However, in connection
with our strategic alliances with Compuage Infocom India, PWC India, and XPAY Worldwide Firm inside the Philippines, we hope to be
able to enter additional markets as each of these enterprise relationships provides us with the pliability to mix by means of the native
reselling of the Agency’s utilized sciences by their respective networks and companions, which can in flip permit the Agency to supply
embedded funds using our utilized sciences by means of native financial institutions and funds firms companions. The additional benefit of
this system may cut back market-entry friction.
Our
in-house design concept and progress experience lab develops our proprietary software program program choices and functions which we offer to
our purchasers as white-label “Mannequin as your Private” licensing options by means of our private net enterprise market, www.emphasispay.com.
Our e-commerce, cloud and mobility construction consists of: Funds with QR & Pockets, Distant Deposit Seize, Blockchain, Crypto,
NFTs, EKYC by Video, E-commerce, Cross Border FX, Events Administration, Transit and Monitoring, Paperwork Vaulting, Digital ID Key, E-Gaming,
E-Sports activities actions, Card Issuing Administration & Media Publishing. These purpose industries combined characterize larger than $22.8 Trillion in options
between 2022 – 2025 (as referenced herein, in “Market Alternate options”). Our proprietary software program program portfolio, which
we offer to our purchasers for white-label licensing by means of our Emphasispay.com market, presently consists of the subsequent functions:
Psychological
Digital Property Property Portfolio
| Platform | Description | Life Cycle |
|
|
Genorocity www.genorocity.com
|
 |
A Digital Retail Platform & Pockets with a set of choices for Malls, Lodge & Leisure Property, Theme Parks, Enterprises, Franchisers and further. Coupons, Enjoying playing cards, Loyalty components, Social-media, Present Showcase, Promoted provides, Proximity, Beacon Tech for every Web & Cell Functions with charge gateways. |
In Use |
|
Mtickets.events www.mtickets.events www.mobile.events
|
 |
A digital events and mobile Ticketing administration platform with an events portal for planners, associations, retailers and networking groups. A full digital suite of choices consists of: creating of events, conferences, exhibitors, collaborators, companion suppliers, ticketing and registrations. Every web and mobile functions with charge gateways embedded. |
Marketable |
|
Check21SaaS www.check21saas.com www.checkvalet.com
|
 |
Distant Deposit Seize experience. Cloud-based with multi-scanner selections, seamlessly built-in, working remotely from division or client areas. Moreover with processing efficiency and x9 clearing recordsdata for settlement. |
In Use |
|
Articul8te www.articul8te.com
|
 |
Our newer launch Digital Data-Room for Product sales, Content material materials & Job administration software program every Web & Cell. The suite of choices consists of: Private or Public mode with Group set-up, To-do Lists, Social-media & Articles publishing, Creating Duties and Invites, with monitoring and calendar efficiency. |
Marketable |
|
Mytravel.menu www.mytravel.menu |
 |
Designed to grab the Shopper & Enterprise pre-order meals market and onboard or inflight menu product sales. The making use of permits transport operators to easily mix and import menu selections. |
Marketable |
|
iJobs.retailer www.ijobs.retailer |
 |
A digital job seeker decision for every service supplier and job seeker. This revolutionary decision is QR Code based totally and permits the job seeker to simply add their CV and Profile inside seconds. It provides the service supplier a web-based portal to publish job options and promote content material materials by means of modern social media channels. |
Marketable |
|
Emphasispay www.emphasispay.com
|
 |
A • Promoting and advertising • Promoting and advertising • Companions, • Shopper • Webinars, • Portal |
In Use |
|
QR.guru http://www.qr.guru http://myshopping.guru http://www.prizescan.guru |
 |
A digital e-Commerce procuring platform; a lead generator and capturing decision for product sales events, MLM and internet affiliate marketing on-line. Generates automated distinctive URL and QR codes by event or enterprise variety. Incorporates a user- nice product alternative guidelines, along with exportable leads and data. Incorporates a Prize Scan decision to grab data and set prizes on merchandise. |
In Use |
|
Menu.events http://menu.events |
 |
Made for event facilities, conference amenities and catering firms. Presents a totally digital catering order software program for every web and mobile. Incorporates dashboards for patrons, retailers, and administrators, with a customizable interface. |
Marketable |
|
Granularchain http://granularchain.com |
 |
A digital ID Key with a permission-based onboarding and EKYC by Video Biometric decision with two-level authenticate decision on a permission-based transaction construction for Digital ID with Paperwork Vault |
In Use |
|
Profilr.social http://profilr.social |
 |
A search engine and reserving monitoring decision with eKYC that organizes public information and social group information into simple profiles that can enable you to safely uncover and discover out about people. The ability to assemble a case file on an individual is now a simple exercise with Profilr.social. |
Marketable |
|
Onroute.Tech http://www.onroute.tech |
 |
Designed to deal with Reserving Journey and Monitoring choices for folks, limousine, courier, shuttle and bus firms for the transit {{industry}}. |
Marketable |
|
Distributer.E mail https://distributer.piece of email |
 |
An piece of email advertising marketing campaign and analytics decision for enterprises and corporations to distribute and deal with piece of email campaigns with analytics. |
In Use |
|
Atelier.Social https://atelier.social |
 |
A publishing and managing software program for Social Media Content material materials, Promoting and advertising and Networking. An important software program to collect data, analytics and reporting to reinforce different and conversion. |
Marketable |
|
ABotsLife https://abotslife.com |
 |
Connects your on-line enterprise with patrons by means of real-time conversations in your on-line enterprise web site, social media, WhatsApp, and totally different platforms and captures the data for title to movement. With Choices resembling Machine Learning, AI ChatBot is a preferred mode of dialog with firms, supporting purchasers with queries, exercise stroll by means of and administration, and lead period, product sales help. Most popular with Educational Institutions, Banks, FI’s, Insurance coverage protection firms, Pharmaceuticals, Hospitals, Precise Property, Logistics, Tele-Medicine and SME’s all through industries. |
In Use |
|
Eschool System https://eschool.packages |
 |
College Administration System platform permits schools to perform on a cloud setting enabling them to deal with your complete array of tutorial and administrative operations. |
Marketable |
|
Doctor Vid http://doctor-vid.com |
 |
The Platform provides Medical Clinics and Medical medical doctors with the Tele-Medicine communications wished to facilitate every scheduling and E-Video courses. Enabling docs, hospitals, and pharmacies to register on the platform and purchasers can entry and book appointments seamlessly and contactless, and built-in with charge gateways. |
In Enchancment |
|
Phaces.io http://phaces.io |
 |
A SaaS decision for Organizations to permit Facial Recognition for security verification and to authenticate prospects for on-line conferences, webinars, conferences and onsite conferences or events. |
In Enchancment |
|
OriginatorX http://originatorx.com |
 |
The platform underwrites your full issuing,
“Underwriting” refers again to the course of |
In Use |
|
NFT Restricted Assortment http://nftlimitedseries.com |
 |
NFT Restricted assortment provides the distinctive means
The platform moreover provides a digital tour of |
In Use |
|
Axepay.com https://axepay.com |
 |
The platform is an end-to-end completely automated cloud-based, cross-border, enterprise grade funds infrastructure that seamlessly processes quite a few transaction charge types (B2B,B2C, B2B2C, C2B,P2P) and techniques (e-commerce /e-billing /e-escrow/MPOS and POS/ single or bulk pay-in and pay-out, pay as you go enjoying playing cards prime up/ship) with risk administration and a worldwide compliance ecosystem all accessible by an Axepay API and an individual interface. Axepay provides a portal for cross-border FX funds as a service by allowing entry to our group of financial firms companions and focuses on offering cross-border charge rails for larger than 180 nations and onboarding in larger than 42 Nations along with China. |
In Use |
Operational
Historic previous
Since
the beginning of 2015, the Agency has focused on two distinct channels of enterprise progress:
| 1) | The occasion and commercialization of its proprietary software program program platform choices and functions for the funds, incentives and events industries; and |
| 2) | Strategic partnerships to develop alterative funds choices for charge {{industry}} firms, along with banks, telecoms, acquirers / issuers of financial institution playing cards (e.g. credit score rating, debit and loyalty enjoying playing cards) as an acceptance degree for emulating charge and rewarding transactions, processing and settlement. |
The
Agency’s first partnership entered into with Contact Innovation in North America in late 2014 and early 2015 resulted inside the experience
progress for our Check21 Act software program program platform, servicing the need for Distant Deposit Seize (RDC), which was commercially deployed
in trial ranges in late May 2015 with the Agency’s first joint client, ICICI Monetary establishment of India (its Canadian subsidiary all through 14
branches and select firm customers). The platform decision as a cloud-based host was lastly branded as Check21saas.com, and its
worthwhile deployment is now allowing us to market the platform to purchasers internationally. Concurrently with the occasion success
of Check21Saas.com, the Agency commenced the design and progress of its Genorocity.com platform, and shortly thereafter, its Mtickets.events
platform.
All by
2016 and 2017, the Agency ambitiously sought to develop its experience portfolio to meet the model new changes in world markets for charge
enterprise processing functions and the foreseeable demand inside the financial, workforce and retail markets for intelligent enterprise functions
in a position to deploy.
All by 2017 and 2018, the Agency
continued to develop its charge experience infrastructure and labored with our present purchasers to commercialize software program program choices,
strengthening its place inside the financial firms part. We moreover began transitioning the Agency from a direct service supplier firms
provider to enabling a channel of portfolio retailers for banks and telecom firms. This transition permits us to position ourselves
as a experience host to help processors and {{industry}} consultants whereas extra establishing relationships with banks and credit score rating unions
and partnering with charge suppliers globally. A set of worthwhile {{industry}} channel companions in Airways, Events Administration, and Shopping for
Services, opened up options for the Agency to leverage a definitive approach to design, develop and license its experience portfolio.
The introduction of Menu.events, Mytravel.menu, Onroute.tech turned part of the Agency’s growing offering.
In
2018, the Agency invested in govt administration in India to open a model new channel of enterprise options to hurry up our experience
selections in a model new sturdy monetary system of scale. Now we’ve got been strategizing avenues for working with financial institutions in India and educating
them on our experience portfolio, so that we’d enter the Indian market as a vibrant experience agency and chief inside the Digital
Know Your Shopper (“EKYC”) marketplace for digital choices. We’re actively working with the Mumbai FinTech Hub (established
by the Authorities of Maharashtra for implementing Maharashtra State FinTech Protection), VISA, the India Institute for Enchancment and Evaluation
in Banking Know-how or “IDRBT” (the Certifying Authority for the Indian Banking and
Financial Sector, licensed by the Controller of Certifying Authority, Authorities of India, for issuing Digital Certificates), and further
not too way back the PWC India’s Worldwide Financial Service Centre or “IFSC” (set-up to undertake financial firms transactions
which could be presently carried on exterior India by overseas financial institutions and overseas branches / subsidiaries of Indian financial
institutions), in reference to embedded financial firms merchandise and embedding dwelling charge schemes utilizing the Agency’s
utilized sciences. In addition to, the Agency is in steady engagement with financial institutions and enterprises inside the India space to
current entry the Agency’s product portfolio, and with respect to integrations with Visa CyberSource and Visa Direct, which provides
potential vital price as it should allow us to service or license to any Visa member monetary establishment or enterprise worldwide that’s enabled
with the Visa Charge Facilitator. Visa Charge Facilitator shopping for is a charge processing service licensed to member banks by means of
important card schemes resembling Visa, MasterCard, Amex, and Uncover.
The
Agency’s 2018 launch of Granularchain.com created an important different for the Agency, as these choices cater to larger
enterprises required to meet the EKYC requirements. Granularchain.com is a multi-link relationship administration decision for Signature
seize EKYC for the financial {{industry}}, which allows financial institutions and enterprises to create, scenario and deal with securely a QR
engine-exchange for permission-based “invitation solely” entry of client profiles, paperwork, digital signatures, for firm
or explicit individual prospects. Granularchain.com makes use of a blockchain token to create tamper-resistant encryption of data contained in the system, nevertheless neither
Granularchain.com nor the Agency logs or maintains any client data. Neither Granularchain.com nor the Agency are involved inside the issuance
or administration of any cryptocurrency issuances or selections. Please see our “Hazard Components” for added information referring to
the utilization of blockchain parts. Considered one of many additional broadly acknowledged inherent risks associated to the
blockchain pertains to the 51% vulnerability, which can permit an attacker to interrupt down the consensus mechanism and assume administration over
the blockchain.
The
Agency’s progress in India has led to our establishment of various strategic alliances, along with:
| ● | Mumbai Fintech Hub – A Authorities of Maharashtra Initiative for implementation and promotion of Fintech inside the State, located Mumbia, inside the Financial and Monetary capital of India. |
| ● | Compuage Infocomm India Ltd. – A big distributer in India with roughly 12500+ on-line and offline retailers, resellers and system integrators in SAARC Space |
| ● | Wipro Ltd. – An IT & ITES service agency and integration agency with a market cap of $8B USD. Wipro caters to the EU, Heart East and Africa areas, giving the Agency entry to with Banks, Financial Institutions, Organizations and Governments inside the areas. |
| ● | Redington India Ltd. – An in-principal approval to entry their distribution channel of 37,500 Channel Companions and Resellers inside the India and SAARC areas, Heart East, Africa, and South East Asia. |
| ● | IDBRT (Institute for Enchancment and Evaluation in Banking Know-how) – Established by the Reserve Monetary establishment of India, is a novel institution focused solely on Banking Know-how. The Agency works rigorously with the group to assist them with revolutionary experience for Indian banks |
In
2020, the Agency launched three additional SaaS platforms to meet the needs of points raised by the COVID-19 Pandemic, which created
extra options in education experience (“Edtech”), Telemedicine, and pre-screening security utilized sciences. Our response
to this was our launch of our Eschool.packages, Phaces.io, and Doctor-Vid software program program platforms, which can be having success with options
in cloud merchandise distribution inside the India and the SARC areas. All through this time, the Agency began planning its progress plan into
Blockchain, Non-Fungible Token (NFT), Digital Token issuances, and Smart Contracts as an alternative funds scheme.
Present
Developments
In
2021, the Agency focused on quite a few enterprise engagements for the occasion of its distributor product sales channel, along with our engagement
with ITD Cloud, a US based totally distribution agency with over 30 resellers in experience VoIP firms inside the US. we moreover engaged a big
distributer, Compuage Infocomm India, which has over 10,000 resellers all by India, and the SARC and EMEA areas. Compuage Infocomm
India’s important purchasers are banks and telecoms. This engagement turned a strategic entry degree for promoting by means of experiences
inside the self-discipline networks. This engagement provided the Agency with a wider attain to methodology and supply customers with the experience suite
by means of this partnership. In addition to, all by 2021 – 2022, the Agency engaged with different charge companions worldwide, along with:
| ● | XCoop. A corporation which provides firms to Latin America growing the attain of our charge rails in LATAM. | |
| ● | Unified Signal. A corporation with over 44 Million Pockets Buyers. | |
| ● | FacilitaPay. This integration provides Charge and a Monetary establishment as a Service (BaaS) platforms for firms across the globe that desires to hook up with the LATAM financial ecosystem and infrastructure. | |
| ● | FISERV: This offering provides PCI Compliant PoS and MPoS models giving Card present selections to our customers in North America | |
| ● | XE: This engagement provides an entire range of overseas cash firms and merchandise, along with our Foreign exchange Converter, Market Analysis, Foreign exchange Data API and quick, easy, secure Money Transfers for folks and corporations. | |
| ● | Cambioreal. This engagement facilitates worldwide money remittance in Brazil and the US. | |
| ● | AnyPay: A model new technique of accepting funds inside the Philippines. The Anypay platform was constructed by the Agency and is an ecommerce charge cart and pockets for retailers and folks inside the Philippines by means of our minority stake in XPay World. The platform is backed by the PF license that was granted to Xpay World from Paymaya, which is a subsidiary of the most important telecom firms inside the Philippines. | |
| ● | Cellulant: The engagement expands our attain inside the African sub-continent in roughly 26+ nations. |
The
Agency moreover expanded different merchandise in reference to our psychological property portfolio, defending abreast of market requirements,
along with.
| ● | NFT Restricted Assortment: A NFT minting, issuing, publishing and shopping for and promoting platform. |
| ● | A Bots Life: An AI-driven chat bot for organizations to interact with customers on parts along with product sales inquiry, help, product stroll by means of, regtech analysis and further. |
Our
persevering with approach is to develop a seamless portfolio of specialized {{industry}} charge experience wireframes, marketplaces and to allow
our purchasers to “Mannequin As Their Private” for e-commerce and E-POS semi-integrated choices on the cloud and mobile infrastructures
to market and permit their portfolios of outlets and prospects. The tip result’s a robust performing lineup of middleware’s that
mix merely with different types of charge {{industry}} financial institutions and processors creating a robust gateway. We purpose
banks and Third Event Processors for host issuing, shopping for and native charge {{industry}} firms with an present service supplier portfolio
mix that’s ready for a breadth of trending utilized sciences which incorporate each little factor from funds, blockchain to social-media advantages
for his or her purchasers with an built-in price matrix to their gateways to supply seamless activations and revenues.
On
September 20, 2019, the Agency entered into an settlement to license its experience to XPAY World Firm (“XPay”) in
the Philippines in alternate for seven % of XPay’s glorious shares of widespread stock. Pursuant to this settlement, the Agency
and XPay labored in collaboration to develop and produce to market a funds {{industry}} certification PCI inside the Philippines, and to introduce
the Agency’s entire experience portfolio into the India market. In addition to, the Agency developed the Anypay.ph platform for
Xpay to ship to market a charge decision for onboarding micro service supplier accounts by means of the charge facilitator and third celebration processors
licenses. Xpay was sponsored by PayMaya the subsidiary of Smart Telecom and KKR Group Investments.
On
June 25, 2021, the Agency entered into a purchase order order of provide code settlement with Acquisition Botberries Inc. in India to amass a reproduction
of its provide code with embedded artificial intelligence for the Agency to fast-track the experience in its private platforms for an enhanced
digital assistant and purchaser experience. The Agency’s “Abotslife” experience in its IP portfolio and its Chat Bot
Ai experience provide library permits the Agency to advance manufacturing of digital purchaser relationship administration and develop a digital
assistant decision for firms to service purchasers with Artificial Intelligence and self -service automation methods.
A
new digital market is popping into additional favorable to the thought of Metaverse and embracing Crypto, NFT and Blockchain. The Agency has strategically
developed a set of platforms which permit organizations and communities to deploy faster with a view to satisfy the expectations and preferred
engagement environments of in the mean time’s purchasers. Not solely can an individual now launch a coin inside the digital market, nevertheless folks
can make sure that these money current the individual with an added price goal which turns into the driving energy to interact all the neighborhood
members at huge.
In
early 2022, we began the occasion and deployment of three new platforms inside the Blockchain sector, as follows:
| 1. | NFT Restricted Assortment (http://www.nftlimitedseries.com). A platform which supplies the distinctive means to curate in sequence quite a few NFTs, thus making a restricted assortment. NFT Restricted Assortment is a model new addition to the Agency’s Ecoverse, designed to “Mint your NFTs”. |
This
platform moreover provides a digital tour of the NFT market allowing folks to flick by their selections, choose from the store
and purchase. Artists, firms and folks can mint & present their merchandise / firms and NFT inside the market and place
a bid risk inside a specified timeframe.
| 2. | OriginatorX (http://originatorx.com). A platform which “underwrites” your full issuing, publishing and auditing strategy of the Digitization of Debt, Equity or Patents into Tokens or Crypto Money. The platform delivers a robust administration and audit software program to Downside ERC20 Tokens and streamlines them into the model new world monetary system via SmartContract Auctions. “Underwriting” refers again to the strategy of compiling all agency data, (e.g. firm, licensed, and administration information, and so forth.) required to be collected and verified, and accredited for approval. That’s the equal of a banking institution’s “KYC” course of for a assured debt observe, whereby the issuer of the observe ought to submit the data and development of the product to be tokenized proper right into a digital token. The offering of the token or digital debt / asset and valuation along with the utmost present and pointers of engagement, additionally known as Tokenomics, ought to all be included as part of the underwriting course of. |
| 3. | MetaRealm.firm (https://metarealm.firm). An firm platform for VR and AR viewing with an enhanced service creator studio for digital retailers. |
The
design of these combined strategies for the money launched by an enterprise incorporates a multi-tenant multi-industry decision, “Tokenomics”
– allowing onboarding retailers a market the place they add their merchandise, firms and offers. The neighborhood members use their
money to commerce, alternate or redeem to purchase or remit. Extra, the service supplier engages with the patrons by means of different methods of
engagement i.e., Loyalty Rewards purposes, Retail, E-gaming and Esports.
Our
combination of platforms permit a company or a neighborhood to create a self-sustaining eco-system to launch their very personal money and market,
for folks and retailers, with an engagement software program to ensure a faster go to market approach.
One
occasion of our dwell enterprise use case software program is our client, Shekel Coin. This coin is launched for a neighborhood creating an ecosystem
to interact folks and retailers and guaranteeing that each one the necessity of a given household is fulfilled with inside the Metaverse of their
private making. We focus on with this as, “Metaverse in Movement, as in distinction to most Metaverses, our approach provides all {{that a}} individual may need
imagined with a hands-on life software program and utilization.
It
is apparent that with the mass adoption of Digital and Augmented Actuality, and the popularity of Metaverses and Digital Realms, the next
part for enterprises and financial institutions will seemingly characterize the necessity to enter these new market segments and channels.
Our perform is to supply the utilities and tooling required to ship the shopper journey for b2b, b2c, b2b2c and p2p channels. The Agency
has opened its design studio for AR & VR design beneath the marketable space, Metarealm.firm, to provide our purchasers the pliability
for digital collaborations.
XPay
Worldwide Overview
XPAY
Worldwide Firm (“XPay”) is Philippines-based and globally deployed boutique experience choices provider that delivers
the latest Digital Transition and Financial utilized sciences obtainable in the mean time. The Agency holds a seven % minority stake in XPay. The
Agency’s partnership with XPay provides for a charge experience known as a Terminal Administration Decision (TMS), which allows for
experience functions that require Android Degree of Sale terminals to hurry up firms to the Agency’s South East Asia customers
for his or her Digital Transformation and Charge initiatives. Xpay works rigorously with customers from inception (prototyping, planning), by means of
designing and establishing part, to the completion of the provision chain (deploying, managing) and fills any gaps in digital operations and
charge approach with a customized decision. XPay provides all required sources to lift a corporation’s Digital Charge and Market
and White-labels their licensed charge infrastructure to lift customers to a premier charge provider to their shopper and institutional
market.
Firms
supplied by XPay:
| ● | PCI Compliant Distant TMS Host, which includes a Service supplier Administration Platform, Charge Swap and e-Commerce gateways | |
| ● | AWS Web internet hosting | |
| ● | EMV PoS Android System Certification | |
| ● | MPoS built-in and licensed | |
| ● | E-Commerce Cart | |
| ● | Digital Terminal | |
| ● | Blockchain AI | |
| ● | Charge Facilitation License (Philippines): VISA, MasterCard, JCB, AMEX (USD &PHP) | |
| ● | Third Event processor License in progress: : VISA, MasterCard, JCB, AMEX (USD &PHP) | |
| ● | Aggregator for Gcash & Maya Great wallets Philippines |
The beneath desk demonstrates
the Non-public Card Knowledge, or, “PCI”, and techniques of contact for card charge flows, utilizing the XPay Terminal Administration
Host Swap for EMV POS (Euro MasterCard Visa chip and pin compliant charge terminals) models and card acceptance for Card Present
Transactions by Xpay. “Terminal Administration Host Swap” or “TMS” is a charge card acceptance platform for point-of-sale
terminals and e-commerce carts. The column on the left specifies the license or certification requirement as part of the PCI which Xpay
has achieved and maintains as an {{industry}} commonplace. “PCI” is an {{industry}} commonplace requirement for “Non-public Card Knowledge”
security. The column on the correct describes utilization beneath explicit licenses or certifications granted by the sponsor acquiror of report
inside the respective nation.
| Charge Processing | |
| License/ Certification | Description |
| PCI-DSS L3.2.1 Licensed | Considered one of many first smart Cloud Charge Processing switches to be constructed and PCI licensed on AWS Cloud servers all through the entire spectrum of the charge universe, allowing plug-and-play white-labeling at a fraction of the related charge and time for Enterprises and Financial Institutions. |
| Charge Facilitator and Third-Event Processor Licenses | The solely charge facilitator and third-party processor License issued by PayMaya to XPay inside the Philippines (beforehand the subsidiary of Smart Telecom and now neutral by means of investments by KKR Group Investments).Card types accepted: Visa, Mastercard, JCB, AMEX, WeChatpay, Alipay, PayMaya, Gcash, GrabPay*, and BancNet* Processing in USD and PHP and settlement of funds. Constructed |
| On-line Charge System (OPS) Registration | Regulated by the Central Monetary establishment of the Philippines​ (Bangko Sentral Ng Pilipinas) |
| AML Licensed | Regulated by Philippines Anti-Money Laundering Council |
| Visa Direct | Interconnectivity for Card-to-Card Swap as part of the Visa All over the place Initiative |
Xpay
World Construction
Philippines
Enterprise Enlargement
XPay
Philippines’ flagship client is Packworks Ventures, Inc., which provides enterprise helpful useful resource planning (“ERP”) and totally different
enterprise software program program choices to larger than 150,000 sari-sari retailers all by the Philippines. Packworks’ decision is deployed
as a experience layer that covers the entire sari-sari price chain, along with inventory ordering from the Mannequin Principals selling to resellers,
or, “mega sari sari retailers”, and the reselling train to the smaller retailers, or, “micro sari sari retailers”.
Packworks,
using software program program integrations with XPay’s charge platform and the Agency’s proprietary utilized sciences will ship price added
financial firms. The preliminary ranges are underway and embody charge acceptance, loyalty, and pockets issuing. Later ranges will embody
mortgage, insurance coverage protection, and checking account origination, amongst others.
Upcoming
Licensing Alternate options
XPay
Philippines is engaged in superior negotiations for the acquisition of a purpose agency holding Philippine Central Monetary establishment licenses for
Digital Money Issuing, Digital Asset Service Provider (crypto overseas cash), and Remittance Swap Agency.
Potential
Acquisition of Additional XPay Singapore Equity
The
Agency and XPay Singapore have entered discussions for the Agency’s acquisition of additional shares of XPay Singapore in consequence
of XPay Philippines’ provide of the enterprise engagement with Packworks, which is due to worthwhile collaboration and integration
of the Agency and the XPay Charge Platform.
Axepay
Inc.
The
Agency’s partnership with Axepay Inc., a Canadian firm (“Axepay”), commenced in 2016 to allow for cross-border
funds along with China. Axepay.com is a direct service to market platform for cross-border funds. The enterprise model depends on
embedded partnerships with financial service suppliers (financial institutions, MSBs, PSPs, EMIs and totally different charge service and abroad
alternate suppliers which could be regulated inside the funds change, remittance, and abroad alternate commerce desk industries. Our financial service
companions have an important perform inside the Axepay infrastructure as Axepay.com is a experience decision and the platform provides the digital
signature affirmation of instructions to our financial firms companions on behalf of our customers and supreme end-users. Any funds
transferred funds or funds made using the Axepay platform are transferred by quite a few of our financial firms companions, relying
on the kind and methodology of charge. We presently have a giant roster of financial service companions in a position to deploy and we proceed to
uncover and finalize additional suppliers to develop the financial service ecosystem of Axepay.
2022
Private Placement
On March 10, 2022 (the “Issuance
Date”), the Agency entered proper right into a Securities Purchase Settlement with Leonite Fund I, LP, an accredited investor (the “March
2022 Investor”), to supply for the sale by the Agency to the March 2022 Investor of a Senior Secured Promissory Discover inside the mixture
principal amount of $568,181.82 (the “March 2022 Discover”, and, the “Financing”), to be paid by the March 2022 Investor
to the Agency in two tranches (each, a “Tranche”). The first Tranche consists of a charge by the March 2022 Investor to
the Agency on the Issuance Date of $250,000, from which the March 2022 Investor retained $10,000 to cowl its licensed fees. A second Tranche
consisting of $250,000 will in all probability be paid by the March 2022 Investor to the Agency upon the Agency attaining net earnings in additional of $45,000
in two (2) consecutive calendar quarters in the midst of the 12 month interval following the Issuance Date, a lot much less $5,000 which the March 2022 Investor
will retain to cowl its licensed fees, resulting in an mixture amount of as a lot as $500,000 in full proceeds to be obtained by the Agency
inside the Financing. The principal amount of the March 2022 Discover consists of an Genuine Downside Low price of $68,181.82 (the “OID”),
resulting in an mixture of as a lot as $500,000 in full proceeds obtained by the Agency inside the Financing. The OID will in all probability be earned upon each
Tranche on a pro-rata basis. (As an example: upon the advance of the first Tranche, $34,090.91 will in all probability be added to the principal amount of
the wonderful Discover together with the amount superior, and the entire amount owed, or the entire principal amount, will in all probability be $284,090.91.)
Together with the March 2022 Discover, the March 2022 Investor moreover obtained (i) 3,000,000 shares of widespread stock of the Agency (the “Shares”),
and (ii) a typical share purchase warrant (the “Warrant”, and together with the March 2022 Discover and the Shares, the “Securities”)
to amass 5,000,000 shares of widespread stock of the Agency. The Warrant is exercisable for five(5) years at an practice price of $0.12
per share. The closing of the Financing inside the amount of $250,000 occurred on March 10, 2022.
The
maturity date (the “Maturity Date”) for each Tranche is on the end of the interval that begins on the date each Tranche is
superior and ends twelve (12) months thereafter, and curiosity associated to the March 2022 Discover will reset every day and accrue at a worth
equal to the upper of 14% annually or WSJ Prime plus 6%, which is payable month-to-month by the Agency. The March 2022 Discover is also pay as you go
by the Agency in full or partially at any time, at 110% of the wonderful principal and accrued curiosity. Throughout the event of default by
the Agency of the March 2022 Discover, any amount of principal plus curiosity due will bear curiosity on the lesser of the velocity of 24% per
annum or the utmost licensed amount permitted by regulation. The March 2022 Discover and the Warrant carry commonplace anti-dilution provisions. In addition to,
pursuant to the March 2022 Discover we agreed to file a Kind S-1 Registration Assertion to register the Securities. The March 2022 Discover might
be accelerated if an event of default occurs beneath the phrases of the March 2022 Discover, along with, nevertheless not restricted to, the Agency’s
failure to pay principal and curiosity when due, certain chapter events or if the Agency is delinquent in its SEC filings. The Warrant
won’t be exercised by the March 2022 Investor into larger than 4.99% of the Agency’s glorious widespread stock at any degree in
time.
If
earlier to the Maturity Date, the Agency enters a subsequent financing on phrases which could be additional favorable to the investor(s) inside the subsequent
financing than the phrases of the Financing, the phrases of the Financing will in all probability be amended to include such greater phrases so long as the March
2022 Discover is superb. In addition to, the March 2022 Investor has the correct of first refusal on any financing so long as the March 2022
Discover is superb. Furthermore, the March 2022 Investor has the correct to be repaid 100% of the remaining stability of principal and
curiosity beneath the March 2022 Discover from the online cash proceeds of any future financing or asset sale closed on by the Agency, provided,
nonetheless, that the reimbursement obligation will solely be related to as a lot as 50% of the first $500,000 inside the mixture generated by the Agency
from any future financing proceeds. Extra, the March 2022 Investor has the correct to participate in any future offering by the Agency
for a interval of eighteen (18) months from the Issuance Date for an amount as a lot because the Financing amount in strict accordance with the phrases
of such future offering. In addition to, the Agency is required to file a Registration Assertion on Kind S-1 with the SEC to register the
Shares, and the shares of widespread stock issuable upon practice of the Warrant.
The
obligations of the Agency beneath the March 2022 Discover characterize a main priority security curiosity and rank senior with respect to any
and all indebtedness of the Agency present earlier to or incurred as of or following the preliminary Issuance Date. The obligations of the
Agency beneath the March 2022 Discover are secured pursuant to the Security and Pledge Settlement entered into between the Agency and the
March 2022 Investor on the Issuance Date. So long as the Agency has any obligation beneath the March 2022 Discover, the Agency received’t incur
or endure to exist or guarantee any indebtedness that’s senior to or pari passu with the Agency’s obligations beneath the March
2022 Discover. The March 2022 Discover is secured by the property of the Agency.
The
Agency claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)
for the non-public placement of the Securities pursuant to Half 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated
beneath the Securities Act. The March 2022 Investor is an accredited investor as outlined in Rule 501 of Regulation D promulgated beneath
the Securities Act. The March 2022 Discover is a debt obligation arising except for inside the unusual course of enterprise which constitutes
a direct financial obligation of the Agency.
The
foregoing information is a summary of each of the agreements involved inside the transactions described above, won’t be full, and is licensed
in its entirety by reference to the entire textual content material of those agreements, each of which is linked an exhibit to this prospectus. Readers should
evaluation these agreements for a complete understanding of the phrases and circumstances associated to this transaction.
Firm
Historic previous
The
Agency was included inside the State of California on July 19, 1983, as Prime quality Associates, Inc., and altered its title to ComputerMarketplace,
Inc. in June 1987. In March 1993, ComputerMarketplace, Inc. (i) modified its title to Computer Market(R), Inc. (“Computer Market(R)”)
and (ii) modified its state of incorporation from California to Delaware. On August 27, 1999, the Agency modified its shopping for and promoting picture on
the OTC Bulletin Board from “MKPL” to “EMKT” in contemplation of its title change to eMarketplace Inc., which
such title change was effectuated on September 17, 1999.
On
February 10, 2006, the Agency filed a Certificates of Incorporation with the State of Delaware to redomicile the Agency inside the State
of Delaware with 100,000,000 accredited shares of widespread stock $0.001 par price per share.
On
March 3, 2006, the Agency filed a Certificates of Modification of Certificates of Incorporation to (i) change the title of the Agency from
eMarketplace Inc. to Smart Card Promoting and advertising Applications, Inc., and (ii) influence a reverse stock minimize up of its issued and glorious shares of
widespread stock at a ratio of 1000:1, whereas sustaining its number of accredited shares of widespread stock at 100,000,000 shares. Furthermore,
on March 3, 2006, the Agency modified its stock picture from “EMKT” to “SMKG”.
On
March 15, 2006, the Agency entered proper right into a definitive share alternate settlement (the “Share Commerce Settlement”) with the
shareholders (the “Smart Card Canada Shareholders”) of Smart Card Promoting and advertising Applications Inc., a Canadian firm (“Smart
Card Canada”), pursuant to which the Agency agreed to amass from the Smart Card Canada Shareholders your complete issued and glorious
shares of widespread stock of Smart Card Canada held by the Smart Card Canada Shareholders in alternate for 53,999,999 restricted shares of
widespread stock of the Agency (the “Share Commerce Transaction). The Share Commerce Transaction closed on March 15, 2006 (the “Closing
Date”). Due to the consummated Share Commerce Transaction, our operations and administration shifted to that of Smart Card
Canada.
On
January 8, 2008, the Agency filed a Kind 15 with the Securities and Commerce Charge to deregister the Agency’s shares of
widespread stock and droop its reporting obligations beneath the Securities Commerce Act of 1934, as amended (the “Commerce Act”).
On
October 26, 2012, the Agency filed a Certificates of Modification of Certificates of Incorporation with the State of Delaware to increase
its number of accredited shares of widespread stock from 100,000,000 to 300,000,000 shares.
On
February 22, 2018, the Agency filed a Certificates of Modification of Certificates of Incorporation with the State of Delaware to increase
its number of accredited shares of widespread stock from 300,000,000 to 500,000,000 shares.
Firm
Knowledge
The
Agency was included inside the State of California on July 19, 1983, subsequently modified its state of incorporation to Delaware in
March 1993, and redomiciled inside the State of Delaware on February 10, 2006. The Agency modified its title to Smartcard Promoting and advertising Applications,
Inc. on March 3, 2006.
Our
firm headquarters is located at 20C Trolley Sq., Wilmington, DE 19806. Our firm cellphone amount is 844-843-7296. Our web page
deal with is www.smartcardmarketingsystems.com. Now we’ve got not included by reference into this prospectus the info on our web page,
and also you shouldn’t have in mind it to be a part of this prospectus or any prospectus complement.
Risks
Difficulty Summary
The
following is a summary of the additional vital risks relating to our Agency. A additional detailed description of each of the hazards can be
found beneath on this prospectus beneath the caption “Hazard Components.” Our enterprise and expertise to execute our enterprise approach
are subject to quite a few risks of which attempt to be aware sooner than you identify to buy our widespread stock. Particularly, you must have in mind
the subsequent risks, which can be talked about additional completely inside the half entitled “Hazard Components” on this prospectus, along with
the other risks described inside the half captioned “Hazard Components.”
Risks
Related to our Enterprise
| ● | Now we’ve got incurred vital losses since our inception and anticipate that we’ll proceed to incur losses for the foreseeable future. | |
| ● | Now we’ve got not generated a giant amount of net income and shouldn’t be succesful to keep up profitability or optimistic cash stream. | |
| ● | We’re going to need substantial additional funding to proceed our operations, which can result in vital dilution or restrictions on our enterprise actions. We’d not be succesful to extend capital when wished, if the least bit, which could energy us to delay, cut back or take away our product progress purposes or commercialization efforts and can set off our enterprise to fail. | |
| ● | We’re intently relying on the success of our lead product candidates (which can be in different ranges of progress), which might require vital additional efforts to develop and will present to not be viable for commercialization. | |
| ● | We’d need to develop the scale of our group, and we would experience difficulties in managing any progress we would receive. | |
| ● | If our efforts to protect the proprietary nature of the psychological property related to our utilized sciences are normally not enough, we would not be succesful to compete efficiently in our market and our enterprise could be harmed. | |
| ● | If we aren’t able to entice and retain extraordinarily licensed personnel, we would not be succesful to effectively implement our enterprise approach. | |
| ● | Now we’ve got acknowledged weaknesses in our inside controls and there can be no assurance that these weaknesses will in all probability be efficiently remediated or that additional weaknesses received’t occur eventually. | |
| ● | Our share price is anticipated to be dangerous and is also influenced by fairly a couple of parts, a couple of of which can be previous our administration. |
Risks
Related to our Enterprise
| ● | {The marketplace} for cloud choices and mobility functions could be very aggressive and we is also unable to compete efficiently. | |
| ● | We is also unable to reply speedy technological changes with new choices in a effectively timed and cost-effective methodology. | |
| ● | Any vital disruption in service on our laptop computer packages or attributable to our third-party storage and system suppliers might harm our fame and result in an absence of purchasers. | |
| ● | If a cyber-attack was able to breach our security protocols and disrupt our data security platform and choices, and any such disruption might enhance our payments, harm our fame, harm our enterprise and adversely affect our stock price. | |
| ● | The extent to which the COVID-19 pandemic might disrupt or adversely have an effect on our future enterprise, financial scenario and outcomes of operations could be very not sure and may’t be predicted. | |
| ● | Our firms are relying on our purchasers’ continued entry to high-speed net and the continued reliability of the online infrastructure. | |
| ● | We’d not be succesful to retain our present purchasers. | |
| ● | A decline in demand for our firms would set off our revenue to say no. | |
| ● | We’re partially relying on third-party distributors to generate new purchasers and such relationships is also terminated or may not proceed to generate new purchasers. | |
| ● | We is also unable to keep up market recognition or mannequin loyalty and we would lose purchasers or fail to increase the number of our purchasers. | |
| ● | We’re subject to governmental regulation and totally different licensed obligations related to privateness and any exact or perceived failure to regulate to such obligations would harm our enterprise. | |
| ● | Errors, failures, bugs in or unavailability of our choices launched by us might result in opposed publicity, harm to our mannequin, returns, lack of or delay in market acceptance of our choices, lack of aggressive place, or claims by purchasers or others. | |
| ● | We face many risks associated to our progress and progress plans, along with relating to our meant worldwide progress. | |
| ● | Challenges confronted by our companion banks may also have a direct have an effect on on our enterprise and create harm. | |
| ● | The shortage of quite a few of our key personnel, or our failure to attract, mix, and retain totally different extraordinarily licensed personnel, might harm our enterprise and progress prospects. |
|
Risks
● Assertions
Risks
● Our
● We
● Upon
● We
● We
Please |
SUMMARY
OF THE OFFERING
| Widespread Stock glorious sooner than the Offering | 491,892,061 | |
| Widespread Stock supplied by selling stockholders | 13,500,000 | |
| Widespread Stock Glorious after the Offering | 491,892,061 (1) | |
| Use of Proceeds | We received’t receive any of the proceeds from the sale of shares by the marketing stockholders |
|
| OTC Markets Shopping for and promoting Picture | SMKG | |
| Hazard Components | The Widespread Stock supplied hereby comprise a extreme diploma of risk and shouldn’t be purchased by consumers who can’t afford the shortage of their entire funding. See the half entitled “Hazard Components” beginning on net web page 20 of this prospectus for a dialogue of issues you must fastidiously have in mind sooner than deciding to place cash into our widespread stock. |
| (1) | Assumes that not one of many warrants for an mixture of 5,000,000 shares of our widespread stock issued to the investor inside the 2022 Private Placement have been exercised. |
|
As |
RISK
FACTORS
Investing
in our securities features a extreme diploma of risk. You might want to fastidiously have in mind the hazards and uncertainties we describe beneath. The risks
and uncertainties described beneath are these vital risk parts, presently acknowledged and explicit to us, which we think about are associated
to an funding in our securities. If any of these risks materialize, our enterprise, consolidated outcomes of operations or consolidated
financial scenario might endure, the worth of our securities might decline significantly and you may lose half or your entire funding.
Additional risks and uncertainties not presently acknowledged to us or that we now deem immaterial may also harm us and adversely affect your
funding in our securities.
Risks
Related to Financial Place
We
are an early-stage experience agency and have a historic previous of nice working losses; we anticipate to proceed to incur working losses,
and we would not at all receive or maintain profitability.
As
a progress stage agency, we don’t presently have revenues to generate cash flows to cowl working payments. Since our inception,
we’ve got now incurred working losses in yearly on account of costs incurred in reference to evaluation and progress actions and
regular and administrative payments associated to our operations. For the years ended December 31, 2021 and 2020, we incurred
net losses of roughly $988,941 and $1,736,037, respectively. As of September 30, 2022 and December 31, 2021, we had
an amassed deficit of $8,770,263 and $7,428,598, respectively.
We
anticipate to incur losses for the foreseeable future as we proceed the occasion of experience merchandise. If we fail to develop to be worthwhile,
or if we’re unable to fund our persevering with losses, our shareholders might lose all or a substantial part of their funding.
We
will need substantial additional funding to perform our enterprise and such funding won’t be obtainable or, whether or not it’s obtainable, such financing
is liable to significantly dilute our present shareholders.
The
progress and commercialization of latest utilized sciences entails vital costs. As we’re in early stage of the engineering, electronics,
algorithm and mechanical parts of our software program program choices and functions, we nonetheless ought to develop, modify, refine and finalize them.
To permit us to carry out these and totally different related objects and proceed to perform our enterprise, we would need to enhance substantial additional
capital, or enter into strategic partnerships, to permit us to:
| ● | assemble or entry progress and commercialization capabilities; | |
| ● | Develop and try market our merchandise; | |
| ● | buy or license additional inside packages and totally different infrastructure; and | |
| ● ● | hire and help additional administration and software program program progress personnel. check out and certify with regulatory firms inside the nations the place we search to deploy our providers. |
Until
we’ll generate a ample amount of product revenue to finance our cash requirements, which we would not at all receive, we anticipate to finance
our cash needs primarily by means of public or private equity selections, debt financings or by means of the establishment of doable strategic
alliances. We are able to’t make sure that additional funding will in all probability be obtainable on acceptable phrases, or the least bit. If we aren’t able to secure
additional equity funding when wished, we would ought to delay, cut back the scope of, or take away quite a few of our scientific analysis, progress
purposes or future commercialization initiatives.
In
addition, any additional equity funding that we do pay money for will dilute the possession held by our present security holders. The amount
of this dilution is also significantly elevated if the shopping for and promoting price of our widespread stock is lower on the time of any financing. Regardless,
the monetary dilution to shareholders will in all probability be vital if our stock price doesn’t enhance significantly, or if the environment friendly price
of any sale is beneath the worth paid by a particular shareholder. Any debt financing that we pay money for eventually might comprise substantial
restrictions on actions and collectors might search a pledge of some or all of our property. Now we’ve got not acknowledged potential sources for
such financing that we’ll require, and we might not have commitments from any third occasions to supply any future debt financing. If we
fail to amass funding as wished, we is also compelled to cease or cut back operations, and our outcomes, financial scenario and stock
price could be adversely affected.
We
will need substantial additional funding to proceed our operations, which can result in vital dilution or restrictions on our
enterprise actions. We’d not be succesful to extend capital when wished, if the least bit, which could energy us to delay, cut back or take away our
product progress purposes or commercialization efforts and can set off our enterprise to fail.
Our
operations have consumed substantial portions of cash since inception. We anticipate to need substantial additional funding to pursue the
progress of our software program program choices and functions and launch and commercialize such merchandise.
We
raised gross proceeds to us of $250,000 beneath the 2022 Private Placement. Even after giving influence to the 2022 Private Placement, we
would require vital additional capital for the extra progress and commercialization of our merchandise (which can be in different ranges
of design and progress) and may need to spice up additional funds sooner if we choose to and are able to develop additional rapidly than we
presently anticipate. Extra, we anticipate our payments to increase in reference to our ongoing actions. In addition to, we anticipate to
incur vital commercialization payments related to product progress, promoting, product sales and distribution.
Furthermore,
we anticipate to incur additional costs associated to working as a public agency. We may also encounter surprising payments, difficulties,
points, delays and totally different unknown parts which is able to enhance our capital needs and/or set off us to spend our cash sources faster
than we anticipate. Accordingly, we would need to pay money for substantial additional funding with a view to proceed our operations.
To
date, we’ve got now financed our operations by means of a combination of equity investments from private consumers, the incurrence of debt, and experience
licensing revenues, and we anticipate to proceed to take advantage of such strategy of financing for the foreseeable future. Additional funding from
these or totally different sources won’t be obtainable when or inside the portions wished, on acceptable phrases, or the least bit.
If
we enhance capital by means of the sale of equity, or securities convertible into equity, it should result in dilution to our then present
stockholders, which is perhaps vital counting on the worth at which we might presumably promote our securities. For example, in connection
with the closing of the 2022 Private Placement, we issued an mixture of three,000,000 shares of our widespread stock to the investor in that
offering along with warrants exercisable for an extra 5,000,000 shares.
If
we enhance additional capital by means of the incurrence of indebtedness, we would develop to be subject to covenants limiting our enterprise actions,
and holders of debt units may need rights and privileges senior to those of our equity consumers. In addition to, servicing the curiosity
and principal reimbursement obligations beneath debt facilities might divert funds that will in some other case be obtainable to help evaluation and
progress or commercialization actions.
If
we’re unable to spice up capital when wished on commercially low-cost phrases, we is perhaps compelled to delay, cut back or take away our evaluation
and progress for our utilized sciences or any future commercialization efforts. Any of these events might significantly harm our enterprise,
financial scenario and prospects.
We
may not at all receive profitability.
On account of
of the fairly a couple of risks and uncertainties associated to the occasion and commercialization of software program program choices and functions,
we’re unable to exactly predict the timing or amount of future revenue or payments or when, or if, we’ll receive profitability.
Now we’ve got financed our operations primarily by means of contributions from our founders, the issuance and sale of equity and equity linked
securities, and experience licensing product sales. The dimensions of our future net losses will rely, partially, on the velocity of progress or contraction
of our payments and the extent and worth of progress, if any, of our revenues. We anticipate to proceed to expend substantial financial and
totally different sources on, amongst totally different points:
| ● | investments to develop and enhance our platforms and experience infrastructure, make enhancements to the scalability, availability and security of our platforms, and develop new merchandise; | |
| ● | product sales and promoting, along with growing our indirect product sales group and promoting purposes; | |
| ● | progress of our operations and infrastructure, every domestically and internationally; and | |
| ● | regular administration, along with licensed, accounting and totally different payments related to being a public agency. |
If
we’re unable to effectively commercialize our merchandise or if revenue from any of our merchandise that receives promoting approval is insufficient,
we received’t receive profitability. Furthermore, even after we effectively commercialize our merchandise, our deliberate investments may not finish consequence
in elevated revenue or progress of our enterprise. We’d not be succesful to generate net revenues ample to offset our anticipated worth will enhance
and deliberate investments in our enterprise and platform. In consequence, we would incur vital losses for the foreseeable future, and will
not be succesful to acquire and preserve profitability. If we fail to understand and preserve profitability, then we would not be succesful to acquire
our advertising technique, fund our enterprise or proceed as a going concern.
Our
quarterly outcomes may fluctuate significantly and period-to-period comparisons of our outcomes won’t be vital.
Our
quarterly outcomes, along with the levels of future revenue, if any, our working payments and totally different costs, and our working margins,
may fluctuate significantly eventually, and period-to-period comparisons of our outcomes won’t be vital. This may be notably
true to the extent that we don’t effectively implement our enterprise model. Accordingly, the outcomes of anyone interval shouldn’t be
relied upon as an indication of our future effectivity. In addition to, our quarterly outcomes may not completely mirror the underlying effectivity
of our enterprise. Components which is able to set off fluctuations in our quarterly outcomes embody, nevertheless are normally not restricted to:
| ● | the timing of enterprise product sales for our merchandise in different ranges of progress; | |
| ● | our means to effectively implement our enterprise model; | |
| ● | our means to attract and retain distribution networks, purchasers and to develop our enterprise; |
|
| ● | changes in our pricing insurance coverage insurance policies or these of our rivals; | |
| ● | the timing of our recognition of revenue and the mixture of our revenues in the midst of the interval; | |
| ● | the amount and timing of working payments and totally different costs related to the maintenance and progress of our enterprise, infrastructure and operations; | |
| ● | the amount and timing of working payments and totally different costs related to the occasion or acquisition of firms, firms, utilized sciences or psychological property rights; | |
| ● | the timing and costs associated to licensed actions; | |
| ● | changes inside the aggressive dynamics of our {{industry}}, along with consolidation amongst rivals or purchasers; | |
| ● | lack of our govt officers or totally different key employees; | |
| ● | {{industry}} circumstances and developments which could be explicit to the vertical markets by which we promote or intend to advertise our merchandise; and | |
| ● | regular monetary and market circumstances. |
Fluctuations
in quarterly outcomes may negatively have an effect on the value of our widespread stock, irrespective of whether or not or not they have an effect on or mirror the final effectivity
of our enterprise. If our quarterly outcomes fall beneath the expectations of consumers or any securities analysts who observe our shares,
or beneath any guidance we would current, the worth of our unusual shares might decline significantly.
Foreign exchange
alternate worth fluctuations affect our outcomes of operations, as reported in our financial statements.
We
incur payments in U.S. {{Dollars}} and our helpful overseas cash is the U.S. dollar. However, elevated worldwide product sales eventually may
result in abroad overseas cash denominated product sales, resulting in potential abroad overseas cash risk. If we aren’t able to effectively hedge
in direction of the hazards associated to overseas cash fluctuations, our financial scenario and outcomes of operations is perhaps adversely affected.
which can adversely affect our financial scenario and outcomes of operations.
Risks
Related to Our Agency, Enterprise, and Enterprise
Changes
inside the configuration of the experience underlying our merchandise beneath progress may result in additional costs or delay.
As
merchandise are developed by means of within the path of commercialization, it’s widespread that different parts of the occasion program, resembling programming
methods and configuration, are altered alongside one of the best ways in an effort to optimize processes and outcomes. Any changes we make carry the possibility
that they received’t receive the meant goals. Any of these changes might set off our merchandise beneath progress to hold out in one other manner.
Such changes may also require additional testing. This may delay completion of merchandise, enhance costs, and jeopardize our means
to start out product sales and generate revenue.
Our
administration has a restricted experience working a public agency and are subject to the hazards usually encountered by early-stage firms.
Although
administration of the Agency has experience in working small firms, current administration has not wanted to deal with progress whereas being
a public agency. In addition to, administration has not overseen a corporation with huge progress. On account of we’ve got now a restricted working historic previous,
our working prospects should be considered in gentle of the hazards and uncertainties steadily encountered by early-stage firms
in rapidly evolving markets. These risks embody:
| ● | risks that we would not have ample capital to understand our progress approach; |
| ● | risks that we would not develop our product and restore selections in a manner that allows us to be worthwhile and meet our purchasers’ requirements; |
| ● | risks that our progress approach won’t be worthwhile; and |
| ● | risks that fluctuations in our working outcomes will in all probability be vital relative to our revenues. |
These
risks are described in extra ingredient beneath. Our future progress will rely significantly on our means to deal with these and the other risks
described on this half. If we don’t effectively deal with these risks, our enterprise could be significantly harmed.
We
have a historic previous of working losses and we’re going to need additional financing to meet our future long-term capital requirements.
We
have a historic previous of losses and will proceed to incur working and net losses for the foreseeable future. As of September 30, 2022,
we had an amassed deficit of $8,770,263. Now we’ve got not achieved sustainable profitability on an annual basis. We won’t be
able to attain a level of revenue to understand profitability. If our revenues develop slower than anticipated, or if working payments
exceed expectations, then we would not be succesful to acquire profitability inside the near future or the least bit, which may depress our stock
price.
We
may need vital additional capital, which we is also unable to amass.
We
may should pay money for additional financing over time to fund operations. Our administration can’t predict the extent to which we might require
additional financing and should current no assurance that additional financing will in all probability be obtainable on favorable phrases or the least bit. The rights
of the holders of any debt or equity which can be issued eventually is perhaps senior to the rights of widespread shareholders, and any future
issuance of equity might finish consequence inside the dilution of our widespread shareholders’ proportionate equity pursuits in our agency. Failure
to amass financing or an incapacity to amass financing on unattractive phrases might have a fabric hostile influence on our enterprise, prospects,
outcomes of operation and financial scenario.
Our
sources won’t be ample to deal with our potential progress; failure to accurately deal with our potential progress could be detrimental
to our enterprise.
We
may fail to adequately deal with our potential future progress. Any progress in our operations will place a giant stress on our administrative,
financial and operational sources, and enhance requires on our administration and on our operational and administrative packages, controls
and totally different sources. We can’t assure you that our present personnel, packages, procedures or controls will in all probability be enough to help our
operations eventually or that we’ll effectively implement acceptable measures in line with our progress approach.
As part of this progress, we would ought to implement new operational and financial packages, procedures and controls to develop, follow and
deal with our employee base, and maintain shut coordination amongst our technical, accounting, finance, promoting and product sales employees. We can’t
guarantee that we’ll accomplish that, or that if we’re able to take motion, we’ll efficiently mix them into our present
employees and packages. To the extent we buy firms, we are able to even should mix and assimilate new operations, utilized sciences and
personnel. If we’re unable to deal with progress efficiently, resembling if our product sales and promoting efforts exceed {our capability} to place in,
maintain and restore our merchandise or if new employees are unable to understand effectivity ranges, our enterprise, working outcomes and financial
scenario is perhaps materially and adversely affected.
Our
financial state of affairs creates doubt whether or not or not we’re going to proceed as a going concern.
We solely have enough
capital sources available to perform as-is for a further 6 months. Since inception, the Agency has generated minimal revenues and
has incurred losses and reported losses for the interval from inception by means of September 30, 2022. Extra, we anticipate to incur
an online loss for the fiscal 12 months ending December 31, 2022, totally on account of elevated working payments. There can be no
assurances that we’ll receive a level of revenues enough to generate ample cash stream from operations or pay money for
additional financing by means of private placements, public selections and/or monetary establishment financing important to help our working capital
requirements. To the extent that funds generated from any private placements, public selections and/or monetary establishment financing are insufficient,
we must always enhance additional working capital. No assurance can be provided that additional financing will in all probability be obtainable, or if
obtainable, will in all probability be on acceptable phrases. These circumstances enhance substantial doubt about our means to proceed as a going concern.
If enough working capital won’t be obtainable, we is also compelled to discontinue operations, which could set off consumers to lose
their entire funding. Our auditors have indicated that these circumstances enhance substantial doubt regarding the Agency’s means
to proceed as a going concern.
We
may need to enhance the scale of our group, and we is also unable to deal with speedy progress efficiently.
Our
failure to deal with progress efficiently might have a fabric and hostile influence on our enterprise, outcomes of operations and financial scenario.
We anticipate {{that a}} interval of nice progress will in all probability be required to deal with doable acquisitions of enterprise, merchandise, or rights,
and potential inside progress to take care of licensing and evaluation actions. This progress will place a giant stress on administration,
operational and financial sources. To deal with the anticipated progress of our operations and personnel, we must always every improve our present
operational and financial packages, procedures and controls and implement new packages, procedures and controls. We must always moreover develop our
finance, administrative, and operations employees. Our current personnel, packages, procedures and controls may not adequately help future
operations. Administration is also unable to hire, follow, retain, encourage and deal with important personnel or to ascertain, deal with and exploit
present and potential strategic relationships and market options.
We
are relying on the continued firms and effectivity of our senior administration, the shortage of any of whom might adversely affect our
enterprise, working outcomes and financial scenario.
Our
future effectivity relies upon the continued firms and persevering with contributions of our senior administration to execute our advertising technique,
and to ascertain and pursue new options and product enhancements. The shortage of firms of senior administration, might significantly
delay or forestall the achievement of our strategic goals. The shortage of the businesses of senior administration for any objective might adversely
affect our enterprise, prospects, financial scenario and outcomes of operations.
We
may develop to be subject to claims of infringement or misappropriation of the psychological property rights of others, which can prohibit
us from rising our merchandise, require us to amass licenses from third occasions or to develop non-infringing choices and subject
us to substantial monetary damages.
Third
occasions might, eventually, assert infringement or misappropriation claims in direction of us with respect to merchandise we develop. Whether or not or not
a product infringes a patent or misappropriates totally different psychological property contains difficult licensed and factual factors, the dedication
of which is normally not sure. As a consequence of this truth, we are able to’t make sure that we’ve got not infringed the psychological property rights of others. Our
potential rivals may assert that some facet of our product infringes their patents. On account of patent functions may take years
to scenario, there moreover is also functions now pending of which we’re unaware which is able to later result in issued patents upon which our merchandise
might infringe. There moreover is also present patents or pending patent functions of which we’re unaware upon which our merchandise may
inadvertently infringe.
Any
infringement or misappropriation declare might set off us to incur vital costs, place vital stress on our financial sources,
divert administration’s consideration from our enterprise and harm our fame. If the associated patents in such declare have been upheld as reliable
and enforceable and we’ve got been found to infringe them, we is perhaps prohibited from selling any product that’s found to infringe besides
we might pay money for licenses to utilize the experience lined by the patent or are able to design throughout the patent. We is also unable to amass
such a license on phrases acceptable to us, if the least bit, and we would not be succesful to revamp our merchandise to avoid infringement. A court docket docket might
moreover order us to pay compensatory damages for such infringement, plus prejudgment curiosity and can, in addition to, treble the compensatory
damages and award authorized skilled fees. These damages is perhaps substantial and can harm our fame, enterprise, financial scenario and
working outcomes. A court docket docket moreover might enter orders that rapidly, preliminarily or utterly enjoin us and our purchasers from making,
using, or selling merchandise, and can enter an order mandating that we undertake certain remedial actions. Counting on the character
of the help ordered by the court docket docket, we might develop to be answerable for added damages to third occasions
We
won’t be worthwhile inside the implementation of our enterprise approach or our enterprise approach won’t be worthwhile, each of which
will impede our progress and progress.
Our
enterprise approach is to develop providers that mix all by fintech, mobile charge, and point-of-sale experience
ecosystems. Our means to implement this enterprise approach depends on our means to:
| ● | Distinguish ourselves in a extremely aggressive market; |
| ● | Arrange mannequin recognition and purchaser loyalty; and |
| ● | Deal with progress in administrative overhead costs in the midst of the initiation of our enterprise efforts. |
We
do not know whether or not or not we’ll proceed effectively implementing our enterprise approach or whether or not or not our enterprise approach will
lastly obtain success. In assessing our means to meet these challenges, a potential investor ought to contemplate our need for
vital portions of capital to fund software program program progress and execute licenses and mannequin recognition, our administration’s relative
inexperience, the aggressive circumstances present in our {{industry}} and regular monetary circumstances. Our progress is actually relying on
our means to effectively implement our enterprise approach. Our revenues is also adversely affected if we fail to implement our enterprise
approach or if we divert sources to a enterprise that lastly proves unsuccessful.
We
ought to efficiently deal with the enlargement of our operations, or our agency will endure.
Our
enterprise consists of software program program, firmware, and middleware choices for mobile funds processing and point-of-sale utilized sciences. Enlargement
of our operations, to include the occasion of all our portfolio, may also set off a giant demand on our administration, funds and
totally different sources. Our means to deal with the anticipated future progress, should it occur, will depend upon a giant progress of our
accounting and totally different inside administration packages and the implementation and subsequent enchancment of numerous packages, procedures
and controls. There can be no assurance that vital points in these areas received’t occur. Any failure to develop these areas and
implement and improve, procedures and controls in an surroundings pleasant methodology at a tempo in line with our enterprise might have a fabric hostile
influence on our enterprise, financial scenario and outcomes of operations. There can be no assurance that our makes an try to develop our promoting,
product sales, manufacturing and purchaser help efforts will in all probability be worthwhile or will result in additional product sales or profitability in any future
interval.
We
have restricted present mannequin id and purchaser loyalty; if we fail to market our mannequin to promote our service selections, our enterprise
might endure.
On account of
of our restricted commercialization of our merchandise, we presently wouldn’t have sturdy mannequin id or mannequin loyalty. We think about that establishing
and sustaining mannequin id and mannequin loyalty is important to attracting purchasers as quickly as we’ve got now commercially viable merchandise supplied
by usies. In an effort to entice purchasers to our merchandise, we is also compelled to spend substantial funds to create and maintain mannequin recognition
amongst prospects. We think about that the value of our product sales campaigns might enhance significantly eventually. If our branding efforts
are normally not worthwhile, our means to earn revenues and preserve our operations will in all probability be harmed. Promotion and enhancement of our merchandise
and corporations will depend on our success in persistently providing high-quality providers to our purchasers.
In
2021 and 2020, three and two purchasers, respectively, comprised 100% of our purchaser base and revenue streams.
We
derive our revenues from licensing and processing fees generated from our providers, along with third celebration embedded distributors.
This focus of customers places at monumental financial risk should an account with one in all our purchasers be disrupted or discontinued,
whether or not or not by our private actions, market forces, or one other set off. In 2017, our three important purchasers have been Veritaspay Philipines, Inc.,
Axepay, Inc., and ICICI Monetary establishment of India, representing 14.7%, 47.3%, and 38.0% of full revenues. In 2018, 81% of revenues have been derived
from ICICI Monetary establishment of India and 16.4% have been derived from AxePay, Inc. The remaining 2.6% was derived from miscellaneous firms. In 2019,
44.09% of our revenues have been derived from ICICI Monetary establishment of India and 55.1% have been derived from AxePay, Inc. Veritaspay Philipines, Inc. and
the Agency not have any affiliation. Contact Enhancements, Inc. is in Ontario and is our companion vendor servicing ICICI Monetary establishment of
India. In 2020 and 2021, the Agency grew its number of purchasers in different industries and has been licensing its utilized sciences in its
portfolio. Any shift in worldwide politics, the regulation of the charge home, or world opponents might have an effect on our relationship
with these purchasers and dropping these purchasers would drastically cut back our yearly revenues. The instability of governments related
to limitations of Covid-19 and entry to journey to and from these nations, and the current wrestle between Russia and Ukraine, may create
restrictions or sanctions which may pose a risk to our enterprise. In addition to, our enterprise train and cross-border charge rails inside
China are on a regular basis subject to risk if China imposes sanctions on US and/or Canada firms.
A
competitor with a stronger or additional acceptable financial place may enter our market.
The
success of our enterprise primarily relies upon the success our merchandise and their market effectivity, compared with rival utilized sciences supplied
by a competitor. If a direct competitor arrives in our market, attaining market acceptance for our firms may require additional promoting
efforts and the expenditure of nice funds, the availability of which we are able to’t be assured, to create consciousness and demand amongst
purchasers. Now we’ve got restricted financial, personnel and totally different sources to undertake additional promoting actions. Accordingly, no assurance
can be on situation that we’ll win enterprise from a stronger competitor.
Litigation
may harm our enterprise.
Substantial,
difficult or extended litigation might set off us to incur vital costs and distract our administration. As an example, lawsuits by employees,
stockholders, collaborators, distributors, purchasers, rivals or others is perhaps very dear and significantly disrupt our enterprise.
Disputes typically with such firms, organizations or individuals are normally common, and we can’t assure you that we’ll
on a regular basis be succesful to resolve such disputes or on phrases favorable to us. Sudden outcomes might set off us to have financial publicity in
these points in additional of recorded reserves and insurance coverage protection safety, requiring us to supply additional reserves to deal with these liabilities,
as a consequence of this truth impacting revenue.
Six
Shareholders private roughly or have the correct to vote on 52.94% of our glorious widespread stock. In consequence, these shareholders have
substantial voting vitality in all points submitted to our stockholders for approval along with:
| ● | Election of our board of directors; | |
| ● | Eradicating of any of our directors; | |
| ● | Modification of our Certificates of Incorporation or bylaws; | |
| ● | Adoption of measures which may delay or forestall a change in administration or impede a merger, takeover or totally different enterprise combination involving us. |
As
a outcomes of their possession and place, these shareholders are able to significantly have an effect on all points requiring stockholder approval,
along with the election of directors and approval of nice firm transactions. In addition to, the long term prospect of product sales of
vital portions of shares held by these shareholders might affect the market price of our widespread stock if {{the marketplace}} doesn’t
orderly modify to the rise in shares out there out there and the value of your funding inside the Agency may decrease. Their stock possession
may discourage a potential acquirer from making a younger present or in some other case attempting to amass administration of us, which in flip might cut back
our stock price or forestall our stockholders from realizing a premium over our stock price.
We
depend on the info and skills of our senior administration.
We
have benefited significantly from the administration and effectivity of our senior administration. Our success will depend on our means to
retain our current administration, and recruit additional administration personnel. Opponents for senior administration in our {{industry}} is intense
and we can’t guarantee that we’ll retain our personnel, or recruit additional personnel. The shortage of the businesses of certain
members of our senior administration might forestall or delay the implementation and completion of our strategic goals or divert administration’s
consideration to on the lookout for licensed replacements.
It
is also robust to implement a U.S. judgment in direction of us, our officers and directors and the abroad people named on this registration
assertion in america or in abroad nations, or to assert U.S. securities authorized pointers claims in abroad nations or serve course of
on our officers and directors and these consultants.
Whereas
we’re included inside the State of Delaware, presently a majority of our directors and govt officers are normally not residents of the United
States, and the abroad people named on this on this registration assertion of which this prospectus sorts a part are located exterior
of america. The overwhelming majority of our property are located exterior america. As a consequence of this truth, it is perhaps robust for an investor,
or each different explicit individual or entity, to implement a U.S. court docket docket judgment based totally upon the civil obligation provisions of the U.S. federal securities
authorized pointers in direction of us or any of these people in a U.S. or abroad court docket docket, or to influence service in fact of upon these people inside the United
States. Furthermore, it is perhaps robust for an investor, or each different explicit individual or entity, to assert U.S. securities regulation claims in genuine
actions instituted in abroad nations. Abroad courts may refuse to take heed to a declare based totally on a violation of U.S. securities authorized pointers on the
grounds that abroad nations are normally not important in all probability probably the most acceptable dialogue board by which to ship such a declare. Even when a abroad court docket docket agrees
to take heed to a declare, it’d resolve that abroad regulation and by no means U.S. regulation is related to the declare. If U.S. regulation is found to be related,
the content material materials of related U.S. regulation needs to be proved as a reality, which usually is a time-consuming and costly course of. Certain problems with course of
may even be dominated by abroad nations regulation. There could also be little binding case regulation in abroad nations addressing the problems described
above.
We
is also subject to fairly a couple of and ranging privateness and security authorized pointers, and our failure to adapt might result in penalties and reputational
harm.
We
are subject to authorized pointers and guidelines masking data privateness and the security of personal information. The legislative and regulatory
panorama for privateness and data security continues to evolve, and there was an rising take care of privateness and data security
factors which may affect our enterprise. Throughout the U.S., fairly a couple of federal and state authorized pointers and guidelines, along with state security breach notification
authorized pointers, state information privateness authorized pointers, and federal and state shopper security authorized pointers, govern the gathering, use, disclosure, and security
of personal information. Each of these authorized pointers is subject to varied interpretations by courts and authorities firms, creating difficult
compliance factors for us. If we fail to regulate to related authorized pointers and guidelines we is perhaps subject to penalties or sanctions, along with
authorized penalties if we knowingly pay money for or disclose individually identifiable effectively being information from a lined entity in a manner
that isn’t accredited or permitted.
Totally different
nations have, or are rising, authorized pointers governing the gathering, use and transmission of personal information as properly. The EU and totally different
jurisdictions have adopted data security authorized pointers and guidelines, which impose vital compliance obligations. Throughout the EU, for example,
environment friendly May 25, 2018, the GDPR modified the prior EU Data Security Directive (95/46) that dominated the processing of personal data
inside the European Union. The GDPR imposes vital obligations on controllers and processors of personal data, along with, as in distinction
to the prior directive, bigger necessities for buying consent from folks to course of their non-public data, additional sturdy notification
requirements to folks regarding the processing of their non-public data, a strengthened explicit individual data rights regime, crucial data
breach notifications, limitations on the retention of personal data, and strict pointers and restrictions on the change of personal data
exterior of the EU, along with to the U.S. The GDPR moreover imposes additional obligations on, and required contractual provisions to be included
in, contracts between firms subject to the GDPR and their third-party processors that relate to the processing of personal data.
Any
failure to regulate to the requirements of GDPR and related nationwide data security authorized pointers of EU member states, might end in regulatory
enforcement actions and vital administrative and/or financial penalties in direction of us (fines of as a lot as Euro 20,000,000 or as a lot as 4%
of the entire worldwide annual turnover of the earlier financial 12 months, whichever is bigger), and can adversely affect our enterprise,
financial scenario, cash flows and outcomes of operations.
If
we’re unable to find out product sales and promoting capabilities or fail to enter into agreements with third occasions to market and promote any
merchandise we would effectively develop, we would not be succesful to efficiently market and promote any such merchandise and generate product revenue.
We
don’t presently have the infrastructure for the product sales, promoting and distribution of any of our merchandise, and will assemble this infrastructure
or make preparations with third occasions to hold out these capabilities with a view to commercialize any merchandise that we would effectively develop.
The establishment and progress of a product sales energy, each by us or collectively with a progress companion, or the establishment of a contract
product sales energy to market any merchandise we would develop will in all probability be pricey and time-consuming and can delay any product launch. If we, or
our progress companions, are unable to find out product sales and promoting performance or each different non-technical capabilities important to
commercialize any merchandise we would effectively develop, we would need to contract with third occasions to market and promote such merchandise.
We’d not be succesful to arrange preparations with third-parties on acceptable phrases, if the least bit.
If
we aren’t able to develop a strong mannequin and/ or enhance market consciousness for our merchandise, then our enterprise, outcomes of operations
and financial scenario is also adversely affected.
We
think about that the success of our merchandise will rely partially on our means to develop a strong mannequin id for our agency and merchandise,
and to increase the market consciousness of our merchandise and their capabilities, as quickly as these merchandise are commercially launched. The worthwhile
promotion of our mannequin will rely largely on our continued promoting efforts and our means to provide embedded charge firms with
our merchandise and make sure that our experience provides the anticipated benefits. Our mannequin promotion and thought administration actions may
not obtain success or produce revenue. In addition to, neutral {{industry}} analysts may current opinions of our merchandise and of competing
providers, which may significantly have an effect on the notion of our merchandise inside the market. If these opinions are opposed
or not as optimistic as opinions of our rivals’ providers, then our mannequin is also harmed.
The
promotion of our mannequin moreover requires us to make substantial expenditures, and we anticipate that these expenditures will enhance as
our {{industry}} turns into additional aggressive and as we search to grow to be new markets. These bigger expenditures may not result in any elevated
revenue or in revenue that’s ample to offset the higher expense ranges. If we don’t effectively maintain and enhance our mannequin,
then our enterprise may not develop, we would even see our pricing vitality lowered relative to rivals and we would lose purchasers, all of which
would adversely affect our enterprise, outcomes of operations and financial scenario.
Failure
to deal with our progress efficiently might enhance our payments, decrease our revenue and forestall us from implementing our enterprise approach.
We
anticipate that our means to generate revenues and procure profitability would require substantial progress in our enterprise, which may put
a stress on our administration and financial sources. To deal with this and our anticipated future progress efficiently, along with as we develop
into new geographic areas, we must always proceed to maintain and enhance our information experience infrastructure, along with our financial
and accounting packages and controls. We moreover ought to entice, follow and retain a wide selection of licensed software program program and {{hardware}} builders
and engineers, technical and administration personnel, product sales and promoting personnel and purchaser and channel companion help personnel.
Failure to efficiently deal with our speedy progress could lead on on us to over-invest or under-invest in progress and operations, result in
weaknesses in our packages or controls, give rise to operational errors, losses, lack of productiveness or enterprise options and
result in lack of employees and lowered productiveness of remaining employees. Our progress might require vital capital expenditures
and should divert financial sources from totally different duties resembling the occasion of latest providers. If our administration is unable
to efficiently deal with our progress, our payments might enhance larger than anticipated, our revenue might decline or develop additional slowly than
anticipated, and we is prone to be unable to implement our enterprise approach. The usual of our providers might endure, which can
negatively affect our fame and harm our means to retain and entice channel companions or purchasers.
The
persevering with prevalence of the COVID-19 pandemic may adversely affect our operations and our capital elevating efforts.
In
late 2019, a novel stress of Coronavirus, additionally known as COVID-19, was reported in Wuhan, China. Whereas initially the outbreak was largely
concentrated in China, it has now unfold globally. Many countries across the globe, have vital governmental measures utilized
to handle the unfold of the virus, along with short-term closure of firms, excessive restrictions on journey and the movement of people,
restricted entry to nursing properties, hospitals and totally different medical institutes and totally different supplies limitations on the conduct of enterprise. These
measures have resulted in work stoppages and totally different disruptions. Our evaluation and progress actions, and product sales and promoting efforts,
rely, partially, on attendance at in-person conferences, {{industry}} conferences and totally different events, enterprise visiting, and in consequence some
of our product sales and promoting actions have been halted.
The
extent to which the coronavirus impacts our operations will depend on future developments, which can be extraordinarily not sure and may’t be predicted
with confidence, along with the interval and severity of the outbreak, and the actions which can be required to incorporate the coronavirus
or take care of its have an effect on. Particularly, the continued unfold of the coronavirus globally, might have a fabric hostile have an effect on on our operations
and workforce, along with our promoting and product sales actions and expertise to spice up additional capital, which in flip might have a fabric
hostile have an effect on on our enterprise, financial scenario and outcomes of operation.
If
we fail to attract and retain key administration and R&D personnel, we is also unable to effectively develop or commercialize our merchandise.
We
may need to develop and efficiently deal with our managerial, operational, financial and totally different sources with a view to effectively pursue
our product progress and commercialization efforts. As a corporation with a restricted number of personnel, we’re extraordinarily relying on the
progress, enterprise and financial expertise of the members of our senior administration. The shortage of such folks or the businesses
of any of our totally different senior administration might delay or forestall the extra progress and potential commercialization of our merchandise
and, if we aren’t worthwhile discover acceptable replacements, might harm our enterprise. Our success moreover relies upon our continued means
to attract, retain and encourage extraordinarily licensed administration and technological personnel and we won’t be able to take motion eventually
due to the extraordinary opponents for licensed personnel amongst high-technology and companies. If we aren’t able to entice and retain
the obligatory personnel, we would experience vital impediments to our means to implement our enterprise approach.
We
may search to develop our enterprise by means of acquisitions of complementary merchandise or utilized sciences, and the failure to deal with acquisitions,
or the failure to mix them with our present enterprise, might have a fabric hostile influence on our enterprise, financial scenario
and dealing outcomes.
From
time to time, we would have in mind options to amass totally different merchandise or utilized sciences which is able to enhance our merchandise, platform or experience,
develop the breadth of our markets or purchaser base, or advance our enterprise strategies. Potential acquisitions comprise fairly a couple of risks,
along with:
| ● | points assimilating the acquired merchandise or utilized sciences; | |
| ● | factors sustaining uniform necessities, procedures, controls and insurance coverage insurance policies; | |
| ● | unanticipated costs associated to acquisitions; | |
| ● | diversion of administration’s consideration from our present enterprise; | |
| ● | risks associated to coming into new markets by which we’ve got now restricted or no experience; and | |
| ● | elevated licensed and accounting costs relating to the acquisitions or compliance with regulatory points. |
We
don’t have any current commitments with respect to any acquisition. We do not know if we’ll set up acceptable acquisitions, whether or not or not
we’ll effectively full any such acquisitions on favorable phrases or the least bit, or whether or not or not we’ll effectively
mix any acquired merchandise or utilized sciences. Our potential incapacity to mix any acquired merchandise or utilized sciences efficiently
may adversely affect our enterprise, working outcomes and financial scenario.
If
we fail to increase or retain our number of charge corridors, or scope of the pay out and pay in nations, our enterprise and dealing
outcomes will in all probability be negatively impacted.
We
ought to proceed to retain and develop our number of charge corridors and the scope of our world networks to develop our enterprise as our customers
require a worldwide charge and settlement group. Our enterprise and dealing outcomes relies upon the worthwhile execution of our approach,
our means to find out and/or maintain relationships with regulated third-party companions for our enterprise, resembling banks, financial
institutions, MSBs, PSPs and charge card networks, along with parts exterior our administration, along with regulatory requirements and costs
in key nations and the usual and scope of firms provided by the regulated third occasions that we companion with to complete our world
group. Particularly, the expansion of our group into new nations requires an in depth enterprise relationship with quite a few regulated
companions resembling native banks, financial institutions and/or totally different MSBs or PSPs which can delay, limit, or altogether prohibit the launch
of our providers in such nations which may have an effect on how we service our purchasers. In addition to, the native regulatory setting
might have a giant have an effect on on how we perform as a result of the regulatory setting may fluctuate broadly by means of scope and maturity. These
areas are difficult and fluid as they regularly evolve and any vital failure to anticipate and effectively deal with regulated third-party
companions, the fluidity of any corridor, or the regulatory setting in any pay in/pay out nations may significantly have an effect on our means
to increase, retain and/or develop the scope of our world group.
Our
enterprise is also adversely affected if we’re unable to grow to be or perform our enterprise in worldwide markets effectively.
We
presently have operations in Canada, america, India, and the Philippines, and we’ve got now information experience and help operations
in India and the Philippines. As part of our progress approach, we would develop our operations by offering our providers in additional
areas the place we’ve got now little or no experience, and by growing our enterprise inside the jurisdictions by which we’ve got now operations. There
will in all probability be challenges and a finding out curve with respect to new enterprise, product sales and promoting, operational and regulatory areas in markets
exterior of our current operations. These challenges will embody the presence of established rivals, our lack of knowledge in these
new worldwide markets, and in new regulatory requirements. In addition to, we face challenges associated to coming into and growing
in markets by which we’ve got now restricted or no experience and thru which we won’t be well-known. Offering our providers in new
nations requires substantial expenditures and takes considerable time, and we would not get higher our investments in new markets in a effectively timed
methodology or the least bit. We is also unable to attract new companions for our world group and provision of native providers, we would
be unable to attract new purchasers, and we would fail to anticipate rivals’ expertise or fail to tailor our providers
to these worldwide markets in a price environment friendly and effectively timed methodology.
The
progress of our providers on a worldwide basis exposes us to risks relating to managing cross-border partnerships and operations,
elevated costs normal and challenges and costs defending psychological property and delicate data, doubtlessly hostile tax penalties,
elevated and ever-changing regulatory compliance requirements, lack of acceptance of our providers, challenges attributable to
distance, language, and cultural variations, alternate worth risk and publicity to political instability. This means our approach and efforts
to develop and develop our world group along with the worldwide nature of our operations won’t be worthwhile, which can limit our
means to maintain or develop our enterprise.
We
companion and mix with third occasions to help our operations and corporations, along with risk administration, purchaser due diligence, charge
processing, purchaser help, and settlements and funds, all of which exposes us to risks exterior our direct administration.
We
are a experience agency, and we companion with third occasions to supply different firms that aren’t our core enterprise. The third-party
suppliers which could be built-in into our proprietary experience embody KYC/KYB/AML and purchaser due diligence suppliers, transaction monitoring
suppliers along with risk administration and information security purposes for fraud related security. As well-known above, we moreover companion
with an in depth group of regulated third celebration companions to ship the worldwide charge and settlement group. Any failure or interruption
to the businesses provided by these third-party regulated companions and/or third-party suppliers may set off delay or failure to ship our
firms and negatively have an effect on our purchaser experience.
Our
third-party service suppliers moreover help our enterprise operations and processes, along with purchaser help firms, from different areas
across the globe. If such third-party companions develop to be unable or unwilling to supply theses enterprise course of help firms, we risk
having delays in buyer help or totally different interruptions in our enterprise operations, which can have a opposed have an effect on on our fame
and end in an absence of purchasers.
In
addition, a couple of of those third-party suppliers and/or regulated companions course of personally identifiable information and purchaser funds.
Any failure of these third occasions to maintain enough cybersecurity, data privateness, enterprise continuity, fraud controls or totally different inside
controls, might result in vital obligation or financial loss to our purchasers and us. We might face regulatory or governmental penalties
for any vital failure attributable to such third-party service suppliers and/or companions along with substantial costs associated to
the remediation of such obligation, each on account of licensed requirements or lack of purchaser perception and loyalty.
Our
enterprise is uncovered to risks associated to the coping with of purchaser funds by means of third celebration MSB’s and Gateway Processors.
Although
we don’t preserve the funds of customers immediately, as we’re a experience agency and by no means licensed to take motion anyplace on the earth, our experience
directs the charge and settlement of customers fund by means of our regulated third-party companions. These regulated third-party companions current
the preserve, deal with, convert, and charge and settlement capabilities on behalf of our purchasers. All of these capabilities carried out by different
third occasions subjects us to the possibility of loss arising from circumstances resembling fraud by employees or by third occasions, execution of unauthorized
transactions, errors relating to transaction processing, insolvency or liquidity events or failure for any objective, to ship the third
celebration firms in a effectively timed methodology. The incidence of any of a majority of those events may set off us financial loss and reputational harm.
Any
failure to provide superior purchaser help may negatively have an effect on {{our relationships}} with our purchasers which may adversely affect our
enterprise, financial scenario, and outcomes of operations.
In
integrating, implementing, and using our platform, our purchasers depend on our help crew to resolve any technical and operational
scenario on a 24/7 basis, along with guaranteeing that our platform is accurately built-in with the platforms of our third-party service suppliers
and managed companions. As we rely on these third occasions to supply firms, our means to supply help can be relying on the
capabilities of the help teams of our third-party service suppliers. In addition to, we’ll in all probability be confronted with scaling challenges that coincide
with progress along with sustaining superior help firms. We’d not be succesful to answer on a effectively timed basis to the rise in demand
for purchaser help provided by our help crew or by the help crew of third-party service suppliers. This elevated in demand for
purchaser help with no corresponding enhance in revenue may have an effect on our working outcomes. In addition to, any failure to supply and/or
maintain superior purchaser help, may adversely affect our fame and mannequin, and our means to advertise our platform to present and
potential purchasers. If we don’t retain present purchasers, entice new purchasers, and/or enhance our purchasers’ use of our
platform, our enterprise and financial outcomes of our operations is also negatively impacted.
Interruptions
or effectivity points associated to our experience and infrastructure may adversely affect our enterprise and dealing outcomes.
We
anticipate that our enterprise will rapidly develop, and we’re going to experience vital progress which may put a stress on our operations
and employees. To deal with our anticipated progress efficiently, we must always maintain and enhance our packages and controls, along with our information
experience, and security infrastructure. This progress depends upon partially on the pliability of our present and potential purchasers to entry
our platforms at any time and instantly.
Our
platforms are proprietary, and we rely on the expertise our operations and software program program progress teams for the uninterrupted effectivity
of our platforms. We’d experience, disruptions, delays, and totally different effectivity factors related to our platform on account of parts, along with
infrastructure changes, introductions of latest efficiency, human or software program program errors, delays in scaling our technical infrastructure,
failure to predict our infrastructure requirement, functionality factors on account of a wide selection of purchasers accessing our platforms
concurrently, denial-of-service assaults, third celebration service provider factors, earthquakes, hurricanes, floods, fires, pure disasters,
vitality losses, disruptions in telecommunications firms, fraud, navy or political conflicts, terrorist assaults and totally different geopolitical
unrest, laptop computer viruses, ransomware, malware, or totally different events.
We
are subject to risks relating to licensed proceedings.
We
are subject to different claims and licensed actions arising inside the unusual course of its enterprise. Any such litigation is perhaps very dear
and can distract our administration from specializing in working our enterprise. The existence of any such litigation might harm our enterprise,
outcomes of operations and financial scenario. Outcomes of exact and potential litigation are inherently not sure. An unfavorable finish consequence
in a licensed persevering with might adversely affect our fame, financial scenario and dealing outcomes.
Our
merchandise’ place inside the present chain of charge processing makes us a frequent purpose of hackers.
The
world charge processing home is rife with private and government-sponsored hackers of various nationalities, with varied ranges of
sophistication, pursuing different agendas. Though our merchandise use extraordinarily refined encryption experience and we don’t retailer purchaser
property or money, should our merchandise develop to be compromised in a roundabout manner by hackers, abroad or dwelling, private or government-sponsored,
it could result in a breach of purchaser privateness, potential theft of purchaser data, and even finish consequence inside the lack of purchaser property.
Failure
of our information experience packages might significantly disrupt the operation of our enterprise.
Our
means to execute our advertising technique and to regulate to regulatory requirements with respect to data administration and data integrity depends upon,
partially, on the continued and uninterrupted effectivity of our information experience packages (“IT packages”). These packages
are inclined to interrupt from numerous sources, along with telecommunications or group failures, malicious human acts and pure
disasters. Moreover, no matter group security and back-up measures, a couple of of our servers are doubtlessly inclined to bodily or digital
break-ins, laptop computer viruses and comparable disruptive points. Whatever the precautionary measures we’ve got now taken to cease unanticipated
points which may affect our IT packages, there aren’t any assurances that digital break-ins, laptop computer viruses and comparable disruptive
points, and/or sustained or repeated system failures or points arising in the midst of the enhance of any of our IT packages that interrupt
our means to generate and maintain data received’t occur. The incidence of any of the foregoing with respect to our IT packages might
have a fabric hostile influence on our enterprise, outcomes of operations or financial scenario.
The
market for our merchandise is characterised by altering experience, requirements, necessities and merchandise, and we is also adversely affected
if we don’t reply promptly and efficiently to these changes.
The
market for our charge processing choices and merchandise is characterised by evolving utilized sciences, altering {{industry}} necessities, altering
political and regulatory environments, frequent new product introductions and speedy changes in purchaser requirements. The introduction
of merchandise embodying new utilized sciences and the emergence of latest {{industry}} necessities and practices can render present merchandise outdated
and unmarketable. Our future success will depend on our means to bolster our present merchandise and to develop and introduce, on a effectively timed
and cost-effective basis, new merchandise and product choices that preserve tempo with technological developments and rising {{industry}} necessities
and deal with the an increasing number of refined needs of our purchasers. In the end:
| ● | we won’t be worthwhile in rising and promoting new merchandise or product choices that reply to technological change or evolving {{industry}} necessities; |
| ● | we may experience difficulties which may delay or forestall the worthwhile progress, introduction and promoting of these new merchandise and choices; or |
| ● | our new merchandise and product choices may not adequately meet the requirements of {{the marketplace}} and procure market acceptance. |
If
we’re unable to answer promptly and efficiently to altering utilized sciences and market requirements, we’ll in all probability be unable to compete efficiently
eventually.
There
can be no assurance that we’ll effectively set up new product options and develop and produce new merchandise to market in a effectively timed
methodology, or that the merchandise and utilized sciences developed by others received’t render our merchandise or utilized sciences outdated or noncompetitive.
The failure of our new product progress efforts might have a fabric hostile influence on our enterprise, outcomes of operations and future
progress.
If
our experience and choices cease to be adopted and utilized by non-public and non-private organizations, we would lose a couple of of our present purchasers
and our operations will in all probability be negatively affected.
Our
means to develop depends upon significantly on whether or not or not non-public and non-private organizations undertake our experience and choices as part of their
new necessities and whether or not or not we’ll leverage our expertise into enterprise choices. If these organizations don’t undertake our
experience, we would not be succesful to penetrate among the many new markets we’re specializing in, or we would lose a couple of of our present purchaser base.
In
order for us to understand our progress goals, our utilized sciences and choices needs to be tailor-made to and adopted in numerous areas along with,
amongst others, bodily entry administration, laptop computer entry administration, and verification. Extra, our charge processing utilized sciences and choices
should be adopted by financial institutions, retailers and prospects.
We
can’t exactly predict the long term progress worth, if any, or the final phrase dimension of these markets. The enlargement of {the marketplace} for our merchandise
and corporations relies upon quite a few parts resembling the related charge, effectivity and reliability of our providers compared with the
providers of our rivals, purchaser notion of the benefits of our merchandise and choices, public notion of the
intrusiveness of these choices and the type by which organizations use the info collected, purchaser satisfaction with our
providers and promoting efforts and publicity for our providers. Our providers may not adequately
deal with market requirements and mustn’t obtain in depth market acceptance. If our choices or our providers don’t obtain in depth market
acceptance, our enterprise and our financial outcomes will endure.
We
will in all probability be subject to the U.S. Abroad Corrupt Practices Act and totally different anti-corruption authorized pointers, along with export administration authorized pointers, customs authorized pointers,
sanctions authorized pointers and totally different authorized pointers governing our anticipated operations. If we fail to regulate to those authorized pointers, we is perhaps subject to civil
or authorized penalties, totally different remedial measures, and licensed payments, which can adversely affect our enterprise, outcomes of operations
and financial scenario.
Our
operations, if initiated, will in all probability be subject to certain anti-corruption authorized pointers, along with the U.S. Abroad Corrupt Practices Act (“FCPA”),
and totally different anti-corruption authorized pointers that apply in nations the place we do enterprise. The FCPA and totally different anti-corruption authorized pointers normally prohibit
us and our employees and intermediaries from bribing, being bribed or making totally different prohibited funds to authorities officers or totally different
people to amass or retain enterprise or obtain one other enterprise profit. We and our enterprise companions perform in quite a few jurisdictions
that pose a extreme risk of potential FCPA violations and we participate in collaborations and relationships with third occasions whose actions
might doubtlessly subject us to obligation beneath the FCPA or native anti-corruption authorized pointers. In addition to, we can’t predict the character, scope
or influence of future regulatory requirements to which our worldwide operations is prone to be subject or the type by which present authorized pointers
is prone to be administered or interpreted. We moreover anticipate turning into subject to totally different authorized pointers and guidelines governing our worldwide operations,
along with guidelines administered inside the U.S. and inside the EU, along with related export administration guidelines, monetary sanctions on
nations and people, customs requirements and overseas cash alternate guidelines (collectively, “Commerce Administration Authorized pointers”). There
can be no assurance that we’ll be completely environment friendly in guaranteeing our compliance with all related anticorruption authorized pointers, along with
the FCPA or totally different licensed requirements, resembling Commerce Administration Authorized pointers. Any investigation of potential violations of the FCPA, totally different anti-corruption
authorized pointers or Commerce Administration Authorized pointers by U.S., EU or totally different authorities might have an hostile have an effect on on our fame, our enterprise, outcomes of
operations and financial scenario. Furthermore, should we be found to not be in compliance with the FCPA, totally different anti-corruption authorized pointers
or Commerce Administration Authorized pointers, we is also subject to authorized and civil penalties, disgorgement and totally different sanctions and remedial measures, as
properly as a result of the accompanying licensed payments, any of which can have a fabric hostile influence on our fame and liquidity, along with
on our enterprise, outcomes of operations and financial scenario.
Regulatory
changes or actions may alter or prohibit the utilization of digital or crypto property in a manner that adversely impacts the Agency’s operations
and enterprise.
Non-Fungible
Tokens or NFTs depend upon their underpinning cryptocurrency, primarily ETH. As digital property have grown in every recognition and market dimension,
governments across the globe have reacted in one other manner, with certain governments deeming cryptocurrencies illegal and others allowing
their use and commerce. Ongoing and future regulatory actions may alter, perhaps to a materially hostile extent, the pliability of the Agency
to proceed to perform its tokenization and NFT enterprise. The influence of any future regulatory change on the Agency or any digital and/or
crypto property that the Agency may depend upon isn’t potential to predict, nevertheless any such change is perhaps substantial and hostile to the Agency.
Governments
may also take regulatory movement which is able to enhance the related charge and/or subject cryptocurrency firms to additional regulation. The influence
of any future regulatory change is perhaps substantial and hostile to the Agency. Governments may eventually take regulatory actions
that prohibit or severely prohibit the correct to amass, private, preserve, promote, use, or commerce digital and/or crypto property, or to alternate
digital and/or crypto property for fiat overseas cash. By extension, comparable actions by governments may finish consequence inside the restriction of the acquisition,
possession, holding, selling, use or shopping for and promoting inside the Agency’s shares. Any such restriction might result in materially and adversely
affect the Agency’s enterprise, financial scenario, and outcomes of operations and will finish consequence inside the Agency liquidating its inventory
of digital and/or crypto property at unfavorable prices.
The
Agency has an evolving enterprise model which is subject to different uncertainties.
As
cryptocurrencies resembling Ether and blockchain utilized sciences develop to be additional broadly obtainable, we anticipate the businesses and merchandise associated
with them to evolve. Future guidelines may require us and/or our customers to range our or their enterprise to adapt completely with federal,
state and worldwide authorized pointers regulating cryptocurrencies resembling Ether. To stay current with the {{industry}}, our enterprise model may need
to evolve as properly. On occasion, we would modify parts of our enterprise model relating to our approach. We can’t present any assurance
that these or each different modifications will in all probability be worthwhile or received’t result in harm to the Agency’s enterprise.
The
Agency is subject to a extraordinarily evolving regulatory panorama and any hostile changes to, or our failure to regulate to, any authorized pointers or guidelines
might adversely affect the Agency’s enterprise, prospects, or operations.
Our
enterprise, our customers’ firms, and our third-party financial service suppliers’ firms are subject to in depth authorized pointers,
pointers, guidelines, insurance coverage insurance policies, and licensed and regulatory guidance, along with these governing securities, commodities, crypto asset custody,
alternate and change, data governance, data security, cybersecurity, and tax. A lot of these licensed and regulatory regimes have been adopted
earlier to the arrival of the online, mobile utilized sciences, digital and crypto property, and related utilized sciences. In consequence, they don’t
ponder or deal with distinctive factors associated to the crypto monetary system, are subject to vital uncertainty, and fluctuate broadly all through
U.S. federal, state, and native and worldwide jurisdictions. These licensed and regulatory regimes, along with the authorized pointers, pointers, and guidelines
thereunder, evolve steadily and is also modified, interpreted, and utilized in an inconsistent methodology from one jurisdiction to a distinct,
and will battle with one another. Moreover, the complexity and evolving nature of our enterprise and the quite a few uncertainty surrounding
the regulation of the crypto monetary system requires us to coach our judgement as as to if certain authorized pointers, pointers and guidelines apply to
us or our customers, and it’s doable that governmental our our bodies and regulators may disagree with our or our customers’ conclusions.
To
the extent the Agency, our customers, or our third-party financial firms companions haven’t complied with such authorized pointers, pointers, and guidelines,
we is perhaps subject to vital fines and totally different regulatory penalties, which can adversely affect our mannequin, fame, enterprise,
working outcomes, and financial scenario.
The
crypto monetary system is new and has little to no entry to policymakers or lobbying organizations, which may harm our means to efficiently
react to proposed legal guidelines and regulation of digital and/or crypto property or digital and/or crypto asset platforms hostile to our
enterprise.
As
digital and crypto property have grown in every recognition and market dimension, different U.S. federal, state, and native and abroad governmental
organizations, shopper firms and public advocacy groups have been inspecting the operations of crypto networks, prospects and platforms,
with a take care of how crypto property could be utilized to launder the proceeds of illegal actions, fund authorized or terrorist enterprises,
and the safety and soundness of platforms and totally different service suppliers that preserve crypto property for patrons. A lot of these entities have
known as for heightened regulatory oversight and have issued shopper advisories describing the hazards posed by crypto property to prospects and
consumers.
The
crypto monetary system is in its early stage and has little to no entry to policymakers and lobbying organizations in a lot of jurisdictions. Rivals
from totally different, additional established industries, along with standard financial firms, may need greater entry to lobbyists or governmental
officers, and regulators which could be concerned regarding the potential for crypto property for illicit utilization may affect statutory and regulatory
changes with minimal or discounted inputs from the crypto monetary system. In consequence, new authorized pointers and guidelines is also proposed and adopted
in america and internationally, or present authorized pointers and guidelines is also interpreted in new strategies, that harm the crypto monetary system
or crypto asset platforms, which can adversely have an effect on our customers’ firms and the Agency’s operations, enterprise, and
price of the Agency’s shares.
Cryptoassets’
standing as a “security,” a “commodity” or a “financial instrument” in any associated jurisdiction is
subject to a extreme diploma of uncertainty and if we or our customers are unable to accurately characterize a crypto asset, we, or they, may
be subject to regulatory scrutiny, investigations, fines, and totally different penalties, which may adversely affect our enterprise, working outcomes,
and financial scenario.
The
licensed check out for determining whether or not or not any given crypto asset is a security (i.e. the Howey Test) is a extraordinarily difficult, fact-driven analysis
the tip results of which is hard to predict. The SEC’s place on most totally different crypto property, except for Ether, Bitcoin, and ICOs,
is that it’s as a lot as market people to search out out whether or not or not or not a particular crypto asset is a “security.” The SEC normally
doesn’t current advance guidance or affirmation on the standing of any crypto asset as a security. Furthermore, the SEC’s views
on this house have superior over time and it’s robust to predict the trail or timing of any persevering with evolution. It’s additionally doable
{{that a}} change inside the governing administration or the appointment of latest SEC commissioners might significantly have an effect on the views of the
SEC and its employees. Public statements by senior officers on the SEC level out that the SEC doesn’t intend to take the place that Ether
or Bitcoin are securities (of their current variety). With respect to all totally different crypto property, there’s presently no certainty beneath the
related licensed check out that such property are normally not securities, nevertheless the conclusions we would draw based totally on our risk-based analysis
referring to the possibility {{that a}} particular crypto asset is perhaps deemed a “security” beneath related authorized pointers.
Various
abroad jurisdictions have taken a broad-based methodology to classifying crypto property as “securities,” whereas totally different abroad
jurisdictions have adopted a narrower methodology. In consequence, certain crypto property is also deemed to be a “security” beneath
the authorized pointers of some jurisdictions nevertheless not others. Various abroad jurisdictions may, eventually, undertake additional authorized pointers, guidelines,
or directives that affect the characterization of crypto property as “securities.” If Ether or each different supported crypto asset
is deemed to be a security beneath any U.S. federal, state, or abroad jurisdiction, or in a seamless in a court docket docket of regulation or in some other case,
it may need hostile penalties. For example, all transactions in such crypto asset should be registered with the SEC or totally different
abroad authority, or carried out in accordance with an exemption from registration, which can severely limit its liquidity, usability
and transactability. Moreover, the networks on which such supported crypto property are utilized is also required to be regulated as securities
intermediaries, and subject to related pointers, which can efficiently render the group impracticable for its present capabilities.
Extra, it could draw opposed publicity and a decline inside the regular acceptance of the crypto asset. Moreover, it’d make it robust
for such crypto asset to be traded, cleared, and custodied as compared with totally different crypto property that aren’t considered to be securities.
Ongoing
and future regulatory actions might efficiently intrude with the Agency’s and our customers’ operations limiting or stopping
future revenue period by the Agency or rendering our operations outdated. Such actions might severely have an effect on our means to proceed
to perform and our means to proceed as a going concern or to pursue our approach the least bit, which could have a fabric hostile influence
on the Agency’s enterprise, prospects, and operations.
The
prices of digital property are terribly dangerous.
Values
of digital property have historically been extraordinarily dangerous. Various parts may affect the worth of digital and/or crypto property along with,
nevertheless not restricted to offer and demand, consumers’ expectations with respect to the velocity of inflation, charges of curiosity, overseas cash alternate
fees or future regulatory measures (if any) that prohibit the shopping for and promoting of digital and/or crypto property or the utilization of crypto property as
a sort of charge. Furthermore, some purportedly decentralized digital and/or crypto property is also additional centralized than broadly believed,
or may develop to be additional centralized over time, rising the possibility that an hostile event impacting an individual persona or entity might
result in a reduction inside the price of digital property. Whereas digital property networks are typically decentralized and don’t should rely
on any single authorities or institution to create, transmit and resolve price, truly a single persona or entity may need the
means to exert centralized authority over a group. Furthermore, for digital and/or crypto property that depend upon miners, refined
miner groups may develop to be unduly influential over time if system or bandwidth requirements develop to be too extreme. The place a single persona
or entity exerts an outsize have an effect on, an hostile event impacting that exact individual or entity, resembling an insolvency persevering with, might
result in a reduction inside the price of digital and/or crypto property.
A
lack of progress by crypto property into retail and enterprise markets, or a contraction of such restricted use as has developed to date,
may result in elevated volatility or a reduction inside the price of that crypto asset or crypto property normally, each of which can
materially and adversely affect the operations and enterprise of the Agency and the value of the Agency’s shares.
The
loss or destruction of a personal key required to entry certain crypto property or digital property is also irreversible.
Cryptocurrencies
and, by extension, NFTs, are controllable solely by the possessor of the non-public key or keys relating to the “digital pockets”
by which the digital asset is held. Private keys needs to be safeguarded and saved private with a view to forestall a third celebration from accessing
the digital or crypto property held in such pockets. To the extent a personal secret’s misplaced, destroyed or in some other case compromised and no backup
of the non-public secret’s accessible, the Agency will in all probability be unable to entry the crypto property or NFTs held inside the related digital pockets.
Any lack of private keys relating to digital wallets used to retailer the Agency’s crypto property and NFTs for use in its operations
might adversely affect its enterprise and financial place and the value of the Agency’s shares.
Digital
asset transactions are irrevocable, and losses may occur.
Digital
and crypto asset transactions are irrevocable and stolen or incorrectly transferred digital and/or crypto property, along with NFTs, may
be irretrievable. Digital asset transactions are normally not reversible with out the consent and energetic participation of the recipient of the
transaction. As quickly as a transaction has been verified and recorded in a block that’s added to the blockchain, an incorrect change of digital
property received’t be reversible. To the extent that the Agency is unable to affect a corrective transaction with a third celebration or is incapable
of determining the recipient of its digital property by means of error or theft, the Agency can be unable to revert or in some other case get higher
any incorrectly transferred digital property, or to remodel or get higher digital property transferred to uncontrolled accounts.
Blockchain
networks, digital and crypto property, and the exchanges on which these property are traded are relying on net infrastructure and
weak to system failures, security risks and speedy technological change.
The
success of crypto asset-based blockchain and totally different digital asset platforms will depend on the continued progress of a gentle public
infrastructure, with the obligatory tempo, data functionality and security, and the effectively timed progress of complementary merchandise resembling high-speed
modems for providing reliable net entry and corporations. Digital property have expert, and are anticipated to proceed to experience,
vital progress inside the number of prospects and amount of content material materials. There isn’t a such factor as a assurance that the associated digital asset infrastructure
will proceed to have the power to help the requires positioned on it by this continued progress or that the effectivity or reliability of the experience
received’t be adversely affected by this continued progress. There could also be moreover no assurance that the infrastructure or complementary merchandise
or firms important to make digital property a viable product for his or her meant use will in all probability be developed in a effectively timed methodology, or that such
progress received’t finish consequence inside the requirement of incurring substantial costs to adapt to altering utilized sciences. The failure of these
utilized sciences or platforms or their progress might materially and adversely affect the Agency’s enterprise and the value of the
Agency’s shares.
Proposed
Ethereum upgrades to bolster the group’s scalability and throughput won’t be delivered, and group congestion might set off
prospects to migrate to totally different blockchains, which can materially and adversely affect the enterprise of the Agency.
Like
all blockchain networks, rising adoption ends in group congestion, as home on decentralized ledgers is inherently scarce. From a
design standpoint, placing a stability between security, decentralization, and scalability (or transactional throughput) is subject of
good debate amongst innovators and has led to the creation of numerous networks that take / make completely totally different trade-offs to understand completely totally different
outcomes. Pragmatically speaking, if group congestion rises to the aim the place transaction fees make it prohibitively pricey for
widespread prospects to perform on the group, these prospects may stop using the group, and software program builders may search to assemble on totally different
networks the place prospects can afford to transact.
Whereas
no challenger networks have however supplied vital opponents to Ethereum for each prospects or software program builders, there’s stress
on Ethereum protocol builders to deploy “Ethereum 2.0”, which ensures vital scaling enhancements and ease group
congestion. If Ethereum 2.0 takes too prolonged to launch, or doesn’t launch the least bit, one other blockchain group may entice prospects
and builders, tough Ethereum’s place as in all probability probably the most helpful and broadly used smart contracting platform. Even when Ethereum
2.0 does launch, important protocol changes and upgrades are harmful and there is perhaps design flaws or bugs that is perhaps exploited in strategies
which could be robust to anticipate. A reduction in Ethereum’s adoption or utilization relative to challenger smart contracting networks
might materially and adversely affect operations and the enterprise of the Agency.
We
may not be succesful to compete with totally different firms, a couple of of whom have greater sources and experience.
We
may not be succesful to compete effectively in direction of present or future rivals. We’d not have the sources to compete with larger suppliers
of comparable providers or merchandise in the mean time. The crypto asset {{industry}} has attracted different high-profile and well-established operators,
a couple of of which have significantly greater liquidity and financial sources than we do. Opponents from present and future rivals
might result in our incapacity to secure acquisitions and partnerships that we would should develop our enterprise eventually. This opponents
from totally different entities with greater sources, experience and reputations may result in our failure to maintain or develop our enterprise,
as we would not at all be succesful to effectively execute our advertising technique. If we’re unable to develop and keep aggressive, our enterprise might
be negatively affected which could have an hostile influence on the Agency’s enterprise and the value of the Agency’s shares,
which could harm our consumers.
Risks
related to NFTs, normally
Merely
put, NFTs are distinctive, one-of-a-kind digital property made doable by certain digital asset group protocols. As a consequence of their non-fungible
nature, NFTs introduce digital scarcity and have develop to be modern as on-line “collectibles”, very similar to bodily unusual collectible
objects, resembling shopping for and promoting enjoying playing cards or art work. Like precise world collectibles, the value of NFTs is also liable to “enhance and bust” cycles
as recognition will enhance and subsequently subsides. Certain metadata pertaining to NFTs is also saved “offchain”, i.e., not
on a decentralized digital asset group. If the entity behind an NFT mission ceases web internet hosting associated metadata relating to NFTs, such
NFTs may develop to be worthless. If any of these events have been to occur, it could adversely affect the businesses of our customers and the Agency’s
enterprise and the value of the Agency’s shares.
The
Agency’s NFT enterprise is uncovered to the potential misuse of digital property and malicious actors
Since
the existence of digital property, there have been makes an try to make use of them for speculation or malicious capabilities. Although lawmakers an increasing number of
regulate the use and functions of digital property, and software program program is being developed to curtail speculative and malicious actions,
there can be no assurance that these measures will sufficiently deter these and totally different illicit actions eventually. Advances in experience,
resembling quantum computing, might end in a malicious actor or botnet (a voluntary or hacked assortment of laptop techniques managed by networked
software program program coordinating the actions of the pc techniques) being able to change the blockchain on which digital asset transactions rely. In such
circumstances, the malicious actor or botnet might administration, exclude, or modify the ordering of transactions, or generate new digital
property or transactions, using such administration. The malicious actor or botnet might double spend its private digital property and forestall the affirmation
of various prospects’ transactions for so long as it maintains administration. Such changes might adversely affect the value of the Agency’s
shares.
The
security procedures and operational infrastructure of the Agency is also breached due to the actions of outdoor occasions, error, or malfeasance
of an employee of the Agency or in some other case, and, in consequence, an unauthorized celebration may pay money for entry to the Agency’s digital
asset accounts, private keys, data or crypto tokens. Furthermore, exterior occasions may attempt to fraudulently induce employees of the
Agency to disclose delicate information with a view to attain entry to the infrastructure of the Agency. As a result of the methods used to amass
unauthorized entry, disable, or degrade service, or sabotage packages change steadily, or is also designed to remain dormant until a
predetermined event, and typically are normally not acknowledged until launched in direction of a purpose, the Agency is also unable to anticipate these methods
or implement enough preventative measures. If an exact or perceived breach of the Agency’s digital property account occurs, the
market notion of the effectiveness of its security protocols is perhaps harmed and the value of the Agency’s shares is perhaps
materially adversely affected.
The
have an effect on of geopolitical events on the provision and demand for crypto property like Ether and BTC is not sure.
As an alternative to fiat currencies
which could be backed by central governments, cryptocurrencies resembling Ether and Bitcoin, which can be comparatively new, are subject to offer and
demand forces based totally upon the desirability of one other, decentralized means of buying and selling gadgets and corporations, and it’s unclear
how such present and demand will in all probability be impacted by geopolitical events. Nonetheless, political or monetary crises may encourage huge scale
acquisitions or product sales of Ether and Bitcoin each globally or domestically. Large scale product sales of cryptocurrencies would result in a reduction
of their market prices and adversely affect our and our customers’ firms and our means to pursue our approach, which can
have a fabric hostile influence on the Agency’s operations and prospects and have an effect on the Agency’s enterprise, profitability
and the value of the Agency’s shares
The
extra progress and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in digital
and crypto property is subject to numerous parts which could be robust to evaluate.
The
use of cryptocurrencies resembling Ether to, amongst totally different points, buy and promote gadgets and corporations and full totally different transactions, is a part
of a model new and rapidly evolving {{industry}} that employs digital property based totally upon a laptop generated mathematical and/or cryptographic
protocol. The enlargement of this {{industry}} sometimes, and the utilization of crypto property resembling Ether particularly, is subject to a extreme diploma
of uncertainty, and the slowing or stopping of the occasion or acceptance of rising protocols may adversely affect the Agency’s
operations. The weather affecting the extra progress of the {{industry}}, embody, nevertheless are normally not restricted to:
| ● | continued worldwide progress inside the adoption and use of digital and crypto property; | |
| ● | governmental and quasi-governmental regulation of crypto property and their use, or restrictions on or regulation of entry to and operation of the group or comparable cryptocurrency packages; | |
| ● | changes in shopper demographics and public tastes and preferences; | |
| ● | the maintenance and progress of the open-source software program program protocol of the group; | |
| ● | the availability and recognition of various sorts or methods of buying and selling gadgets and corporations, along with new strategy of using fiat currencies; | |
| ● | regular monetary circumstances and the regulatory setting relating to digital and crypto property; and, | |
| ● | opposed shopper sentiment and notion of Ether notably and cryptocurrencies normally. |
A
decline inside the adoption and use of digital and/or crypto property might materially and adversely affect the effectivity of the Agency.
As
a outcomes of digital and crypto property being a relatively new asset class and a technological innovation, they’re subject to a extreme diploma
of uncertainty. The adoption, progress and longevity of any digital and/or crypto asset would require progress in its utilization and inside the blockchain
for diverse functions. A shortage of progress in use of digital and/or crypto property and blockchain utilized sciences might adversely affect
the enterprise and the financial effectivity of the Agency.
In
addition, there isn’t a assurance that any digital and/or crypto property will maintain their price over the long term. Even when progress in
the utilization of any digital and/or crypto property occurs inside the near or medium time interval, there isn’t a assurance that such use will proceed to develop
over the long term. A shortage of progress of digital property into the retail and enterprise markets may result in elevated volatility or
a reduction out there out there price of these property. Extra, if fees enhance for recording transactions on these blockchains, demand for
digital property is also lowered and forestall the expansion of the networks to retail retailers and enterprise firms, resulting in a
low cost inside the price of these property. A contraction in use of any digital asset may result in elevated volatility or a reduction in
prices, which can materially and adversely affect the enterprise of the Agency and the value of the Agency’s shares.
Banks
may not current banking firms, or may decrease off banking firms, to firms that current digital and crypto asset-related firms
or that accept crypto property as charge.
Although
quite a few vital U.S. banks and funding institutions allow purchasers to carry and put cash into crypto property, the acceptance and
use by banks of crypto property varies. Whereas we anticipate Ether and Bitcoin to proceed to understand greater acceptance by banks and funding
institutions, we can’t exactly predict the extent and scope of firms that these institutions will present to firms partaking
in Ether or totally different crypto asset related actions.
A
number of firms that current digital and/or crypto asset-related firms have been unable to look out banks which could be ready to supply
them with monetary establishment accounts and banking firms. Equally, quite a few such firms have had their present monetary establishment accounts closed by their
banks. Banks may refuse to supply monetary establishment accounts and totally different banking firms to digital and crypto asset-related firms, or firms
that create or accept digital property, for quite a few causes, resembling perceived compliance risks or costs. The issue that many
firms that current digital and crypto asset-related firms have and will proceed to have discover banks ready to supply them
with monetary establishment accounts and totally different banking firms may decrease the usefulness of digital and crypto property as a charge system and harm public
notion of digital and crypto property. Equally, the usefulness of digital and crypto property as a charge system and most of the people notion
of digital and crypto property is perhaps damaged if banks have been to close the accounts of many or of some key firms providing digital
and crypto asset-related firms.
This
might decrease the market prices of digital and crypto property, have an effect on the enterprise of the Agency and adversely affect the value of the
Agency’s shares.
Market
adoption of crypto property has been restricted to date and extra adoption is not sure.
At current,
there’s comparatively small use of crypto property inside the retail and enterprise market in comparison with comparatively huge use by speculators,
thus contributing to price volatility which may adversely affect an funding inside the Agency’s shares. Crypto property have solely
not too way back develop to be accepted as a manner of charge for gadgets and corporations by certain important retail and enterprise retailers, and use of crypto
property by prospects to pay such retail and enterprise retailers stays restricted. Conversely, a great portion of crypto asset demand
is generated by speculators and consumers on the lookout for to income from the fast or long-term holding of crypto property. A shortage of progress
by crypto property into the retail and enterprise markets, or a contraction of such use, may result in elevated volatility or a reduction
out there out there price of these property. Extra, if fees enhance for recording transactions on these blockchains, demand for crypto property
is also lowered and forestall the expansion of the networks to retail retailers and enterprise firms, resulting in a opposed have an effect on
on the Agency’s enterprise and it prospects.
Risks
related to Employee Perception and Elevated risk of Employee Fraud
Given
the eternal nature of transactions on the blockchain, as talked about elsewhere in these Hazard Components, the extent of perception in employee
conduct presents an extra layer of risk, for example, in trusting employees with cryptocurrency and pockets keys, to direct in direction of
goals. We perform minting teams for our customers whereby we work together in widespread ETH and totally different crypto- based totally transactions, carried out
by employees on behalf of the Agency.
Transaction
to Acceptable Recipient
Given
the eternal nature of transactions on the blockchain, as talked about elsewhere in these Hazard Components, the importance of inputting recipient
information (resembling public key information) and verification of getting obtained proper information from recipient inside the first event,
which could be previous administration of the Agency, may finish consequence inside the lack of cryptocurrencies or digital property, resembling NFTs.
Introduction
of latest necessities, potential for incompatibility, non-listing on platforms and obsolescence
ETH
or totally different protocols might offer you new necessities that make the prevailing EIP-721 standard15 inoperable or outdated. EIP-1155 and EIP-2981
and ones however to be created or ones which have been invested prior nevertheless not however exploited, won’t be operable with the earlier necessities. Interoperability,
the pliability to share information all through completely totally different blockchain networks, with out restrictions, is perhaps impacted or solely prevented
by new protocols and affect the enterprise of the Agency.
Uninsured
or uninsurable risks
The
Agency’s blockchain property are uninsured and are weak to finish loss inside the event of a theft, security breach, employee
error or IT malfunction. The Agency takes every obtainable precaution to chop again the possibility of blockchain asset losses on account of theft, security
breach, employee error or IT malfunction.
Digital
and Crypto asset Know-how Related Risks
The
open-source development of the Ethereum and Bitcoin group protocols signifies that the contributors to the protocol are normally circuitously
compensated for his or her contributions in sustaining and rising the protocol. The Ethereum and Bitcoin networks, for example, perform
based totally on an open-source protocol maintained by contributors. As open-source duties, Ethereum and Blockchain are normally not represented by
an official group or authority. As a result of the group protocol won’t be provided and its use doesn’t generate revenues for contributors, contributors
are normally not compensated for sustaining and updating the group protocols. The scarcity of assured financial incentive for contributors
to maintain or develop the networks and the scarcity of assured sources to adequately deal with rising factors with the networks may
cut back incentives to deal with the issues adequately or in a effectively timed methodology. A failure to accurately monitor and enhance the protocol might
harm the Ethereum group and could have a fabric hostile influence on our customers’ firms and on the Agency’s enterprise,
prospects, operations, and profitability.
The
decentralized nature of crypto asset packages may end in gradual or inadequate responses to crises, which may negatively affect our enterprise.
The
decentralized nature of the governance of crypto asset packages may end in ineffective dedication making that slows progress or prevents
a group resembling Ethereum from overcoming emergent obstacles. Governance of many crypto asset packages is by voluntary consensus and
open opponents with no clear administration development or authority. To the extent lack of readability in firm governance of a crypto asset
system ends in ineffective dedication making that slows progress and progress of such networks and crypto property, our enterprise and the
enterprise of our customers is perhaps impaired which can negatively have an effect on our operations, prospects, and the value of the Agency’s
shares.
Crypto
property face vital scaling obstacles that will end in extreme fees or gradual transaction settlement situations.
Crypto
property face vital scaling obstacles that will end in extreme fees or gradual transaction settlement situations and makes an try to increase the
amount of transactions won’t be environment friendly. Scaling crypto property is vital to the widespread acceptance of cryptoassets as a manner
of charge, which widespread acceptance is vital to the continued progress and progress of our enterprise. Many crypto asset networks,
along with the Ethereum group, face vital scaling challenges. As an example, crypto property are restricted with respect to what variety of
transactions can occur per second. People inside the crypto asset ecosystem debate potential approaches to rising the widespread amount
of transactions per second that the group can take care of and have utilized mechanisms or are researching strategies to increase scale. However,
there isn’t a guarantee that any of the mechanisms in place or being explored for rising the scale of settlement of crypto asset transactions
will in all probability be environment friendly, or how prolonged they’ll take to develop to be environment friendly, which can adversely affect the enterprise of our purchasers, our enterprise
and the value of the Agency’s shares.
The
traits of crypto property have been, and will eventually proceed to be, exploited to facilitate felony exercise resembling fraud,
money laundering, tax evasion and ransomware scams; if any of our customers or our third-party financial firms suppliers accomplish that or are
alleged to have achieved so, it could adversely affect us.
Crypto
property and the crypto property {{industry}} are comparatively new and, in a lot of circumstances, frivolously regulated or largely unregulated. Some types of
crypto property have traits, such as a result of the tempo with which crypto property transactions can be carried out, the pliability to conduct
transactions with out the involvement of regulated intermediaries, the pliability to interact in transactions all through quite a few jurisdictions,
the irreversible nature of certain crypto property transactions and encryption experience that anonymizes these transactions, that make
crypto asset transactions notably weak to utilize in felony exercise resembling fraud, money laundering, tax evasion and ransomware
scams.
Whereas
we think about that our risk administration and compliance framework, which includes thorough opinions we conduct as part of our due diligence
course of (each in reference to onboarding new customers or monitoring present customers), inside motive designed to detect any such
illicit actions carried out by our potential or present customers, we can’t make sure that we’ll detect any such felony exercise
in all circumstances. On account of the tempo, irreversibility and anonymity of certain crypto asset transactions make them more durable to hint,
fraudulent transactions is also additional liable to occur. Our customers or their potential banking counterparties is also notably centered
by folks on the lookout for to conduct fraudulent transfers, and it is perhaps robust or not potential for them to detect and avoid such transactions
in certain circumstances. If one in all our customers have been to interact in or be accused of partaking in illegal actions using crypto property,
we is perhaps subject to different fines and sanctions, along with limitations on our actions, which may also set off reputational harm
and adversely affect our enterprise, financial scenario, outcomes of operations and price of the Agency’s shares.
Risks
Related to our Psychological Property
We
is also compelled to litigate to implement or defend our psychological property rights, or the psychological property rights of our licensors.
We
is also compelled to litigate to implement or defend our psychological property rights in direction of infringement and unauthorized use by rivals.
In so doing, we would place our psychological property liable to being invalidated, held unenforceable, or narrowed in scope. Extra,
an hostile result in any litigation or safety proceedings may place pending functions liable to non-issuance. In addition to, if any
licensor fails to implement or defend its psychological property rights, it will seemingly adversely affect our means to develop and commercialize
our proprietary experience property along with our means to cease rivals from making, using, and selling competing merchandise. Any
such litigation is perhaps very dear and can distract our administration from specializing in working our enterprise. The existence or finish consequence
of any such litigation might harm our enterprise, outcomes of operations and financial scenario.
Furthermore,
as a result of substantial amount of discovery required in reference to psychological property litigation, there’s a risk that some
of our confidential and proprietary information is perhaps compromised by disclosure all through the type of litigation. In addition to, there
is perhaps public bulletins of the outcomes of hearings, motions or totally different interim proceedings or developments. If securities analysts
or consumers perceive these outcomes to be opposed, it could have a fabric hostile influence on the worth of our widespread stock, should
a market ever develop.
We
is also unable to adequately forestall disclosure of commerce secrets and techniques and strategies and totally different proprietary information.
We
depend upon commerce secrets and techniques and strategies to protect our proprietary know-how and technological advances, notably the place we don’t think about patent security
is appropriate or obtainable. However, commerce secrets and techniques and strategies are robust to protect. We rely partially on confidentiality agreements with our
employees, consultants, exterior scientific collaborators, sponsored researchers and totally different advisors to protect our commerce secrets and techniques and strategies and totally different
proprietary information. These agreements may not efficiently forestall disclosure of confidential information and mustn’t current an enough
remedy inside the event of unauthorized disclosure of confidential information. In addition to, others may independently uncover our commerce
secrets and techniques and strategies and proprietary information. Costly and time-consuming litigation is perhaps important to implement and resolve the scope of our
proprietary rights. Failure to amass or maintain commerce secret security or failure to adequately defend our psychological property
might permit rivals to develop generic merchandise or use our proprietary information to develop totally different merchandise that compete with our
merchandise or set off additional, supplies hostile outcomes upon our enterprise, outcomes of operations and financial scenario.
The
change of experience and information to contract producers pursuant to the manufacturing of our merchandise moreover creates a risk of uncontrolled
distribution and copying of concepts, methods and processes relating to our merchandise. Such uncontrolled distribution and copying might
have a fabric hostile influence on the value of our merchandise if used for the manufacturing of competing software program program or in some other case used commercially
with out our buying financial compensation.
We
may develop to be subject to third occasions’ claims alleging infringement of patents and proprietary rights or on the lookout for to invalidate our
patents or proprietary rights, which is perhaps dear, time-consuming and, if effectively asserted in direction of us, delay or forestall the occasion
of our enterprise approach.
We
can’t assure you that our proprietary experience property received’t infringe present or future patents or logos. We is also unaware
of patents or logos which have already issued {{that a}} third celebration might assert are infringed by our proprietary experience property
or one in all our future product candidates. On account of patent functions can take a couple of years to scenario and is also confidential for eighteen
months or additional after submitting, there is also functions now pending of which we’re unaware, and which may later result in issued patents
that we would infringe by commercializing our proprietary experience property or any of our future product candidates. In addition to, third
occasions may pay money for patents eventually and declare that use of our utilized sciences infringes upon these patents. Moreover, we would face claims
from non-practicing entities (commonly known as “patent trolls”), which don’t have any associated product revenue and in direction of
whom our private patent portfolio may thus don’t have any deterrent influence.
We
is also subject to third-party claims eventually in direction of us or our collaborators that will set off us to incur substantial payments
and, if worthwhile in direction of us, might set off us to pay substantial damages, along with treble damages and authorized skilled’s fees if we’re
found to be willfully infringing a third celebration’s patents. If a patent infringement go effectively with have been launched in direction of us or our collaborators,
we or our collaborators is perhaps compelled to stop or delay evaluation, progress, manufacturing or product sales of our proprietary experience
property. Due to patent infringement claims, or with a view to avoid potential claims, we or our collaborators may choose to hunt,
or be required to hunt, a license from the third celebration and would most definitely be required to pay license fees or royalties or every. These
licenses won’t be obtainable on acceptable phrases, or the least bit. Even after we or our collaborators have been able to pay money for a license, the rights
is also nonexclusive, which could give our rivals entry to the equivalent psychological property. Lastly, we is perhaps prevented from
commercializing a product, or compelled to revamp it, or to cease some facet of our enterprise operations if, on account of exact or
threatened patent infringement claims, we or our collaborators are unable to enter into licenses on acceptable phrases. Even after we’re
worthwhile in defending such claims, infringement and totally different psychological property litigation can be pricey and time-consuming to litigate
and divert administration’s consideration from our core enterprise. Any of these events might harm our enterprise significantly.
In
addition to infringement claims in direction of us, if third occasions have prepared and filed patent functions inside the U.S. that moreover declare
experience to which we’ve got now rights, we would ought to participate in interference proceedings inside the USPTO to search out out the priority of
invention. Third occasions may also attempt to provoke reexamination, submit grant evaluation, or inter occasions evaluation of our patents inside the
USPTO. We may also develop to be involved in comparable opposition proceedings inside the EPO or comparable locations of labor in several jurisdictions referring to
our psychological property rights with respect to our merchandise and experience. Any of these claims
might have a fabric hostile influence on our enterprise, outcomes of operations and financial scenario.
Buying
and sustaining our patent security relies upon compliance with different procedural, doc submission, cost charge and totally different requirements
imposed by governmental patent firms, and our patent security is perhaps lowered or eradicated for non-compliance with any of these
requirements.
The
USPTO and different abroad governmental patent firms require compliance with quite a few procedural, documentary, cost charge and totally different
provisions in the midst of the patent and trademark course of. There are circumstances by which noncompliance might find yourself in abandonment or lapse of
a patent or patent software program, resulting in partial or full lack of patent rights inside the associated jurisdiction. In such an event,
rivals could also be succesful to enter the market ahead of would in some other case have been the case, which can have a fabric hostile influence
on our enterprise, outcomes of operations and financial scenario.
We
may not be succesful to defend our psychological property rights all by the world.
Submitting,
prosecuting and defending logos and patents in our proprietary experience property and any future developments or acquisitions all by
the world is prohibitively pricey. Rivals may use our utilized sciences in jurisdictions the place we’ve got not obtained trademark or patent
security to develop their very personal merchandise and, extra, may export in some other case infringing merchandise to territories the place we’ve got now trademark
and patent security, nevertheless the place enforcement won’t be as sturdy as that inside the U.S. These merchandise may compete with our merchandise in jurisdictions
the place we might not have any issued or licensed patents or logos and our patent and trademark claims, or totally different psychological property
rights won’t be environment friendly or ample to cease them from so competing.
Many
firms have encountered vital points in defending and defending psychological property rights in abroad jurisdictions. The
licensed packages of certain nations, notably certain rising nations, don’t favor the enforcement of patents and totally different psychological
property security, which can make it robust for us to stop the infringement of our patents or promoting of competing merchandise
in violation of our proprietary rights normally. Proceedings to implement our patent rights in abroad jurisdictions might result in substantial
worth and divert our efforts and a highlight from totally different parts of our enterprise.
Risks
Referring to Our Canada, India and Philippines Operations
Our
experience progress teams are headquartered in India the Philippines and, as a consequence of this truth, our outcomes is also adversely affected by monetary
restrictions imposed on, and political and navy instability in, India and the Philippines.
Our
experience progress headquarters, which properties significantly all of our evaluation and progress crew, along with engineers, machinists,
researchers, and scientific and regulatory personnel along with the power of our contract producer and final assembly are located
in India and the Philippines. Our employees, service suppliers, directors and officers are residents of Canada. Accordingly, political,
monetary and navy circumstances in India, the Philippines and Canada and the encircling areas may immediately affect our enterprise. Any
hostilities involving India, the Philippines or Canada or the interruption or curtailment of commerce inside India, the Philippines or Canada
or between India, the Philippines or Canada and their respective shopping for and promoting companions might materially and adversely affect our enterprise,
financial scenario and outcomes of operations and can make it more durable for us to spice up capital. Although we plan to maintain
inventory in India, the Philippines and Canada, an extended interruption might materially and adversely affect our enterprise, financial
scenario and outcomes of operations.
Present
political uprisings, social unrest and violence in different nations in Southeast Asia are affecting the political stability of those
nations. This instability may end in deterioration of the political relationships that exist between the U.S. and Canada and these
nations and has raised points referring to security inside the space and the potential for armed battle. Our enterprise insurance coverage protection does
not cowl losses which is able to occur on account of an event associated to the security state of affairs in Southeast Asia. Any losses or damages
incurred by us might have a fabric hostile influence on our enterprise. Any armed conflicts, terrorist actions or political instability
inside the space might materially and adversely affect our enterprise, financial scenario and outcomes of operations.
Risks
Related to the Possession of our Widespread Stock
Our
stock price has expert volatility and will proceed to experience volatility, and in consequence, consumers in its widespread stock might
incur substantial losses.
The
Agency’s stock price has fluctuated beforehand, has not too way back been dangerous, and is also dangerous eventually. All through 2021, the
highest bid price for our widespread stock was $0.33 per share, whereas the underside bid price all through that interval was $0.02 per share. The Agency
may incur speedy and substantial decreases in its stock price inside the foreseeable future which could be unrelated to its working effectivity
or prospects. In addition to, the present COVID-19 pandemic has precipitated broad stock market and {{industry}} fluctuations. The stock market has
expert extreme volatility that has sometimes been unrelated to the working effectivity of particular firms. Due to this
volatility, consumers may experience losses on their funding inside the Agency’s widespread stock. The shopping for and promoting price of our widespread
stock might proceed to fluctuate broadly on account of:
| ● | investor response to the Agency’s enterprise approach; | |
| ● | the success of aggressive merchandise or utilized sciences; | |
| ● | regulatory or licensed developments in america and totally different nations, notably changes in authorized pointers or guidelines related to the Agency’s merchandise; | |
| ● | restricted current liquidity and the doable need to increase additional capital; | |
| ● | the Agency’s means or incapacity to spice up additional capital and the phrases on which it raises it; | |
| ● | the Agency’s public disclosure of the phrases of any financing which it consummates eventually; | |
| ● | declines out there out there prices of shares normally; | |
| ● | variations inside the Agency’s financial outcomes or these of firms which could be perceived to be very similar to us; | |
| ● | the Agency’s failure to develop to be worthwhile; | |
| ● | the Agency’s failure to spice up working capital; | |
| ● | bulletins of technological enhancements by us or our potential rivals; | |
| ● | changes in or our failure to meet the expectations of securities analysts; | |
| ● | new merchandise supplied by us or our rivals; | |
| ● | bulletins of strategic relationships or strategic partnerships; | |
| ● | any acquisitions we would consummate; | |
| ● | bulletins by the Agency or its rivals of nice contracts, new firms, acquisitions, enterprise relationships, joint ventures or capital commitments; | |
| ● | cancellation of key contracts; | |
| ● | the Agency’s failure to meet financial forecasts we publicly disclose; | |
| ● | future product sales of widespread stock, or securities convertible into or exercisable for widespread stock; | |
| ● | hostile judgments or settlements obligating us to pay damages; | |
| ● | future issuances of widespread stock in reference to acquisitions or totally different transactions; | |
| ● | acts of wrestle, terrorism, or pure disasters; | |
| ● | shopping for and promoting amount in our stock; | |
| ● | product sales of the Agency’s widespread stock by it or its stockholders; | |
| ● | developments relating to patents or property rights; | |
| ● | regular monetary, {{industry}} and market circumstances; and | |
| ● | authorities regulatory changes; or | |
| ● | totally different events or parts which can be previous our administration, along with these ensuing from such events, or the prospect of such events, along with wrestle, terrorism and totally different worldwide conflicts, public effectively being factors along with effectively being epidemics or pandemics, such as a result of the present outbreak of the COVID-19 pandemic, and pure disasters resembling fire, hurricanes, earthquakes, tornados or totally different hostile local weather and native climate circumstances, whether or not or not occurring in america or elsewhere, might disrupt the Agency’s operations, disrupt the operations of its suppliers or result in political or monetary instability. |
These
broad market and {{industry}} parts may severely harm the market price of the Agency’s widespread stock, irrespective of its working
effectivity. As a result of the stock price of its widespread stock has fluctuated beforehand, has been not too way back dangerous and is also dangerous in
the long term, consumers in its widespread stock might incur substantial losses. Beforehand, following durations of volatility out there out there,
securities class-action litigation has sometimes been instituted in direction of firms. Such litigation, if instituted in direction of the Agency, might
result in substantial costs and diversion of administration’s consideration and sources, which can materially and adversely affect
its enterprise, financial scenario, outcomes of operations and progress prospects. There can be no guarantee that the Agency’s stock
price will keep at current prices or that future product sales of its widespread stock received’t be at prices lower than these provided to consumers.
In
addition, the securities markets sometimes have expert extreme price and shopping for and promoting amount volatility beforehand. The shopping for and promoting prices
of securities of many firms at our stage of progress have fluctuated broadly, sometimes for causes unrelated to the working effectivity
of the actual firms. These regular market and {{industry}} parts may adversely affect the shopping for and promoting price of our widespread stock, regardless
of our exact working effectivity. If our stock price is dangerous, we might face securities class movement litigation, which can finish consequence
in substantial costs and a diversion of administration’s consideration and sources and can set off our stock price to fall.
Our
Widespread Stock is thinly traded, so you might be unable to advertise at or near ask prices or the least bit if it’s worthwhile to advertise your shares to spice up
money or in some other case need to liquidate your shares.
Our
widespread stock has historically been sporadically traded on the OTCQB, which signifies that the number of people severe about shopping for our
shares at or near ask prices at any given time is also comparatively small or non-existent. This case is attributable to quite a few
parts, along with the reality that we’re a small agency which is relatively unknown to stock analysts, stock brokers, institutional consumers
and others inside the funding neighborhood that generate or have an effect on product sales amount, and that even after we acquired right here to the attention of such people,
they’re sometimes risk-averse and could be reluctant to watch an unproven agency resembling ours or purchase or advocate the acquisition of
our shares until such time as we turned additional seasoned and viable. As a consequence, there is also durations of quite a few days or additional when
shopping for and promoting train in our shares is minimal or non-existent, as compared with a seasoned issuer which has a giant and common amount of shopping for and promoting
train that may normally help regular product sales with out an hostile influence on share price. We can’t offer you any assurance that
a broader or additional energetic public shopping for and promoting market for our widespread shares will develop or be sustained, or that current shopping for and promoting ranges will
be sustained.
The
market price for our widespread stock is very dangerous given our standing as a relatively unknown agency with a small and thinly traded
public float, restricted working historic previous and lack of revenue, which can end in in depth fluctuations in our share price. The worth at which
you purchase our shares won’t be indicative of the worth that may prevail inside the shopping for and promoting market. You might be unable to advertise your widespread
shares at or above your purchase price, which may result in substantial losses to you.
The
market for our shares of widespread stock is characterised by vital price volatility when compared with seasoned issuers, and we anticipate
that our share price will proceed to be additional dangerous than a seasoned issuer for the indefinite future. The volatility in our share
price is attributable to quite a few parts. First, as well-known above, our shares are sporadically traded. As a consequence of this lack of liquidity,
the shopping for and promoting of comparatively small parts of shares may disproportionately have an effect on the worth of those shares in each path.
The worth for our shares might, for example, decline precipitously inside the event that quite a few our shares is obtainable out there in the marketplace
with out commensurate demand, as compared with a seasoned issuer which can greater take up these product sales with out hostile have an effect on on its share
price. Secondly, we’re a speculative funding on account of, amongst totally different points, our restricted working historic previous and lack of revenue or income
to date, and the uncertainty of future market acceptance for our potential merchandise. As a consequence of this enhanced risk, additional risk-averse
consumers may, beneath the concern of dropping all or most of their funding inside the event of opposed data or lack of progress, be additional inclined
to advertise their shares out there in the marketplace additional quickly and at greater reductions than could be the case with the securities of a seasoned issuer.
The following parts may add to the volatility inside the price of our shares: exact or anticipated variations in our quarterly or annual
working outcomes; acceptance of our inventory of video video games; authorities guidelines, bulletins of nice acquisitions, strategic
partnerships or joint ventures; our capital commitments and additions or departures of our key personnel. A lot of these parts are previous
our administration and will decrease the market price of our shares irrespective of our working effectivity. We can’t make any predictions or
projections as to what the prevailing market price for our shares will in all probability be at any time, along with as as to if our shares will preserve
their current market prices, or as to what influence the sale of shares or the availability of shares in the marketplace at any time can have on
the prevailing market price.
Shareholders
should be aware that, based mostly on SEC Launch No. 34-29093, {the marketplace} for penny shares has suffered in latest occasions from patterns of
fraud and abuse. Such patterns embody (1) administration of {the marketplace} for the security by one or just some broker-dealers which could be sometimes related
to the promoter or issuer; (2) manipulation of prices by means of prearranged matching of purchases and product sales and false and misleading press
releases; (3) boiler room practices involving high-pressure product sales strategies and unrealistic price projections by inexperienced product sales people;
(4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the equivalent securities
by promoters and broker-dealers after prices have been manipulated to a desired diploma, along with the following inevitable collapse of
these prices and with consequent investor losses. Our administration is aware of the abuses which have occurred historically inside the penny
stock market. Although we don’t anticipate to have the ability to dictate the conduct of the market or of broker-dealers who participate
out there out there, administration will try contained in the confines of smart limitations to cease the described patterns from being established
with respect to our securities. The incidence of these patterns or practices might enhance the volatility of our share price.
Our
issuance of additional shares of widespread stock, or selections or warrants to purchase shares of widespread stock, would dilute your proportionate
possession and voting rights.
We
are entitled beneath our articles of incorporation to scenario as a lot as 500,000,000 shares of widespread stock. Now we’ve got issued and glorious, as
of the date of this prospectus, 491,892,061 shares of widespread stock. Our board may normally scenario shares of widespread stock, preferred stock
or selections or warrants to purchase these shares, with out extra approval by our shareholders based totally upon such parts as our board of
directors may deem associated in the mean time. It’s seemingly that we’ll be required to scenario a substantial quantity of additional securities to spice up
capital to extra our progress. It’s additionally seemingly that we’ll scenario a substantial quantity of additional securities to directors, officers,
employees and consultants as compensatory grants in reference to their firms, every inside the kind of stand-alone grants or beneath our
stock plans. We can’t offer you any assurance that we’ll not scenario additional shares of widespread stock, or selections or warrants to purchase
these shares, beneath circumstances we would deem acceptable on the time.
The
elimination of monetary obligation in direction of our directors beneath our Articles of Incorporation and the existence of indemnification rights
to our directors, officers and employees may result in substantial expenditures by the Agency and will discourage lawsuits in direction of our
directors, officers and employees.
Our
directors and govt officers are indemnified as provided by the Fundamental Firm Regulation of the State of Delaware and our Articles
of Incorporation incorporates provisions that take away the obligation of our directors for monetary damages to our agency and shareholders.
We may also have contractual indemnification obligations beneath our agreements with our directors, officers and employees. The foregoing
indemnification obligations might result in our agency incurring substantial expenditures to cowl the value of settlement or harm
awards in direction of directors, officers and employees that we is also unable to recoup. These provisions and resultant costs may also discourage
our agency from bringing a lawsuit in direction of directors, officers and employees for breaches of their fiduciary duties, and will equally
discourage the submitting of spinoff litigation by our shareholders in direction of our directors, officers and employees even if such actions,
if worthwhile, might in some other case revenue our agency and shareholders.
Anti-takeover
provisions may impede the acquisition of our agency.
Certain
provisions of the Delaware Fundamental Statutes have anti-takeover outcomes and will inhibit a non-negotiated merger or totally different enterprise combination.
These provisions are supposed to encourage any explicit individual severe about shopping for us to barter with, and to amass the approval of, our
board of directors in reference to such a transaction. However, certain of these provisions may discourage a future acquisition of
us, along with an acquisition by which the shareholders might in some other case receive a premium for his or her shares. In consequence, shareholders
who might need to participate in such a transaction may not have the possibility to take motion.
We
may develop to be involved in securities class movement litigation which may divert administration’s consideration and harm our enterprise.
The
stock market sometimes, and the shares of early stage firms particularly, have expert extreme price and amount fluctuations.
These fluctuations have sometimes been unrelated or disproportionate to the working effectivity of the companies involved. If these fluctuations
occur eventually, the market price of our shares might fall irrespective of our working effectivity. Beforehand, following durations
of volatility out there out there price of a particular agency’s securities, securities class movement litigation has sometimes been launched
in direction of that agency. If the market price or amount of our shares suffers extreme fluctuations, then we would develop to be involved on this sort
of litigation, which is perhaps pricey and divert administration’s consideration and sources from managing our enterprise.
As
a public agency, we may also typically make forward-looking statements about future working outcomes and provide some financial
guidance to most of the people markets. Our administration has restricted experience as a administration crew in a public agency and in consequence, projections
won’t be made effectively timed or set at anticipated effectivity ranges and can materially affect the worth of our shares. Any failure to meet
printed forward-looking statements that adversely affect the stock price might result in losses to consumers, stockholder lawsuits
or totally different litigation, sanctions or restrictions issued by the SEC.
Our
widespread stock is presently deemed a “penny stock,” which makes it more durable for our consumers to advertise their shares.
The
SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the wants associated to us, as any equity
security that has a market price of decrease than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock,
besides exempt, the rules require {{that a}} supplier or provider approve a person’s account for transactions in penny shares, and the supplier
or provider receive from the investor a written settlement to the transaction, setting forth the id and quantity of the penny stock
to be purchased.
In
order to approve a person’s account for transactions in penny shares, the supplier or provider ought to pay money for financial information and
funding experience goals of the actual individual and make a reasonable dedication that the transactions in penny shares are acceptable
for that exact individual and the actual individual has ample information and experience in financial points to have the ability to evaluating the hazards of
transactions in penny shares.
The
supplier or provider ought to moreover ship, earlier to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight variety models forth the premise on which the supplier or provider made the suitability dedication,
and that the supplier or provider obtained a signed, written settlement from the investor earlier to the transaction.
Normally,
brokers is also a lot much less ready to execute transactions in securities subject to the “penny stock” pointers. This will more and more make it additional
robust for consumers to get rid of our widespread stock if and when such shares are eligible in the marketplace and will set off a decline out there out there
price of its stock.
Disclosure
moreover should be made regarding the risks of investing in penny shares in every public selections and in secondary shopping for and promoting and regarding the charge
payable to every the broker-dealer and the registered advisor, current quotations for the securities and the rights and coverings
obtainable to an investor in circumstances of fraud in penny stock transactions. Lastly, month-to-month statements needs to be despatched disclosing present
price information for the penny stock held inside the account and information on the restricted market in penny stock.
As
an issuer of “penny stock,” the security provided by the federal securities authorized pointers relating to forward-looking statements
doesn’t apply to us.
Although
federal securities authorized pointers current a safe harbor for forward-looking statements made by a public agency that recordsdata research beneath the federal
securities authorized pointers, this safe harbor won’t be obtainable to issuers of penny shares. In consequence, we received’t take pleasure in this safe
harbor security inside the event of any licensed movement based totally upon a declare that the material provided by us contained a fabric misstatement
of reality or was misleading in any supplies respect as a consequence of our failure to include any statements important to make the statements not
misleading. Such an movement might hurt our financial scenario.
As
an issuer not required to make research to the Securities and Commerce Charge beneath Half 13 or 15(d) of the Securities Commerce
Act of 1934, holders of restricted shares may not be succesful to advertise shares into the open market as Rule 144 exemptions may not apply.
Beneath
Rule 144 of the Securities Act of 1933 holders of restricted shares, may avail themselves of certain exemption from registration is the
holder and the issuer meet certain requirements. As a corporation that isn’t required to file research beneath Half 13 or 15(d) of the Securities
Commerce Act, often called a non-reporting agency, we would not, eventually, meet the requirements for an issuer beneath 144 that will
allow a holder to qualify for Rule 144 exemptions. In such an event, holders of restricted stock should take advantage of one different exemption
from registration or depend upon a registration assertion to be filed by the Agency registered the restricted stock. At current, the Agency
has no plans of submitting a registration assertion with the Charge.
Securities
analysts may elect to not report on our widespread stock or may scenario opposed research that adversely affect the stock price.
At
this time, no securities analysts current evaluation safety of our widespread stock, and securities analysts may not elect to not current
such safety eventually. It’d keep robust for our agency, with its small market capitalization, to attract neutral financial
analysts that may cowl our widespread stock. If securities analysts don’t cowl our widespread stock, the scarcity of study safety may adversely
affect the stock’s exact and potential market price. The shopping for and promoting market for our widespread stock is also affected partially by the evaluation
and research that {{industry}} or financial analysts publish about our enterprise. If quite a few analysts elect to cowl our agency after which
downgrade the stock, the stock price would seemingly decline rapidly. If quite a few of these analysts cease safety of our agency, we
might lose visibility out there out there, which, in flip, might set off our stock price to say no. This may need a opposed influence on the
market price of our widespread stock.
We
haven’t paid cash dividends beforehand and don’t anticipate to pay cash dividends inside the foreseeable future. Any return on funding
is also restricted to the value of our widespread stock.
We
have not at all paid cash dividends on our capital stock and don’t anticipate paying cash dividends on our capital stock inside the foreseeable
future. The charge of dividends on our capital stock will depend on our earnings, financial scenario and totally different enterprise and monetary
parts affecting us at such time as a result of the board of directors may have in mind associated. If we don’t pay dividends, our widespread stock is also
a lot much less helpful because of a return in your funding will solely occur if the widespread stock price appreciates. We presently intend to retain
all future earnings to fund the occasion of our merchandise.
Directors,
govt officers, principal stockholders and affiliated entities private a giant proportion of our capital stock, they normally may make
selections that our stockholders don’t have in mind to be of their best pursuits.
At current, our directors, govt
officers, principal stockholders and affiliated entities beneficially private, inside the mixture, roughly 52.94% of our glorious
voting securities. This focus of possession may need the influence of delaying or stopping a change accountable for our Agency that
is also favored by totally different stockholders. This may forestall transactions by which stockholders might in some other case get higher a premium for his or her
shares over current market prices. This focus of possession and have an effect on in administration and board decision-making may also harm
the worth of our capital stock by, amongst totally different points, discouraging a potential acquirer from on the lookout for to amass shares of our capital
stock (whether or not or not by making a younger present or in some other case) or in some other case attempting to amass administration of our Agency.
Sale
of our widespread stock by the marketing stockholders might encourage fast product sales by third occasions, which can contribute to the extra decline
of our stock price.
The
vital downward stress on the worth of our widespread stock attributable to the sale of cloth portions of widespread stock might encourage
fast product sales by third occasions. Such an event might place extra downward stress on the worth of our widespread stock.
Our
widespread stock has been thinly traded and we can’t predict the extent to which a shopping for and promoting market will develop.
Our
widespread stock is traded on the OTC Markets OTCQB tier. Our widespread stock is thinly traded when compared with larger additional broadly acknowledged firms.
Thinly traded widespread stock can be additional dangerous than widespread stock shopping for and promoting in an brisk public market. We can’t predict the extent to
which an brisk public market for our widespread stock will develop or be sustained after this offering.
We
are uncovered to additional risks on account of “going public” by way of a reverse acquisition transaction.
We
are uncovered to additional risks because of our enterprise historically turned a public agency by means of a “reverse acquisition”
transaction in March 2006. There was elevated focus in latest occasions by authorities firms on such transactions, and we is also
subject to elevated scrutiny by the SEC or totally different authorities firms and holders of our securities on account of the completion of
that prior transaction. Furthermore, our beforehand “going public” by way of a reverse acquisition transaction may make
it more durable for us to amass safety from securities analysts of important brokerage firms because of there is also little incentive to
these brokerage firms to advocate the acquisition of our widespread stock. Extra, funding banks is also a lot much less susceptible to adapt to underwrite
secondary selections on our behalf than they may if we turned a public reporting agency by way of an preliminary public offering (IPO),
because of they is perhaps a lot much less acquainted with our agency on account of additional restricted safety by analysts and the media, and since we turned
public at an early stage in our progress. The failure to acquire evaluation safety or help out there out there for our shares can have
an hostile influence on our means to develop a liquid market for our widespread stock. The incidence of any such event might set off our enterprise
or stock price to endure.
If
we fail to maintain right and environment friendly inside controls, our means to provide right and effectively timed financial statements is perhaps
impaired, which can harm our working outcomes, our means to perform our enterprise and consumers’ views of us.
We
are required to regulate to Half 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, subject to certain
exceptions. Half 404 of the Sarbanes-Oxley Act requires public firms to conduct an annual evaluation and evaluation of their inside
controls and to amass attestations of the effectiveness of inside controls by neutral auditors. As a personal agency, Smart Card
Promoting and advertising Applications Inc. was not subject to requirements to find out, and didn’t arrange, inside administration over financial reporting
and disclosure controls and procedures earlier to the reverse acquisition transaction. Our administration crew and Board of Directors will
should commit vital efforts to sustaining enough and environment friendly disclosure controls and procedures and inside administration over
financial reporting with a view to regulate to related guidelines, which may embody hiring additional licensed, financial reporting and
totally different finance and accounting employees. Furthermore, any of our efforts to reinforce our inside controls and design, implement and maintain
an enough system of disclosure controls won’t be worthwhile and would require that we expend vital cash and totally different sources.
Guaranteeing
that we’ve got now enough inside financial and accounting controls and procedures in place so as that we’ll produce right financial statements
on a effectively timed basis is a dear and time-consuming effort that may need to be evaluated steadily. Our failure to maintain the effectiveness
of our inside controls in accordance with the requirements of the Sarbanes-Oxley Act might have a fabric hostile influence on the tradability
of our widespread stock, which in flip would negatively have an effect on our enterprise. We might lose investor confidence inside the accuracy and completeness
of our financial research, which can have an hostile influence on the worth of our widespread stock. In addition to, if our efforts to adapt
with new or modified authorized pointers, guidelines, and necessities differ from the actions meant by regulatory or governing our our bodies on account of ambiguities
related to watch, regulatory authorities may provoke licensed proceedings in direction of us and our enterprise is also harmed.
If
supplies weaknesses or deficiencies in our inside controls exist and go undetected or unremedied, our financial statements might embody
supplies misstatements that, when discovered eventually, might set off us to fail to meet our future reporting obligations and set off
the worth of our widespread stock to say no.
We
wouldn’t have a class of our securities registered beneath Half 12 of the Commerce Act. Until we do or we develop to be subject to Half 15(d)
of the Commerce Act, we’ll in all probability be a “voluntary filer.”
We
are normally not presently required beneath Half 12 or Half 15(d) of the Commerce Act to file periodic research with the SEC. We anticipate that
we’re going to develop to be subject to the reporting requirements beneath Half 15(d) of the Commerce Act upon the effectiveness of the registration
assertion of which this prospectus sorts a part. However, until such registration assertion turns into environment friendly we’re a voluntary filer
and we’re presently considered a non-reporting issuer beneath the Commerce Act. Furthermore, although we presently anticipate that we
will register our widespread stock beneath Half 12 of the Commerce Act, until we accomplish that, we aren’t subject to the SEC’s proxy pointers,
and large holders of our capital stock received’t be subject to helpful possession reporting requirements beneath Sections 13 or 16 of
the Commerce Act and their related pointers. In consequence, our stockholders and potential consumers may not have obtainable to them as so much
or as sturdy information as they could have if and after we develop to be subject to those requirements.
In
addition, if we don’t register beneath Half 12 of the Commerce Act, we might as soon as extra develop to be a voluntary filer and can cease submitting
annual, quarterly or current research beneath the Commerce Act.
Product sales
of a substantial number of shares of our widespread stock inside the public market, or the notion that such product sales might occur, might set off
our stock price to fall. Shares of our widespread stock representing 2.74% of our presently glorious shares will develop to be freely tradable
upon the effectiveness of the registration assertion of which this prospectus sorts a part.
If our present stockholders
promote, or level out an intention to advertise, substantial portions of our widespread stock inside the public market, the shopping for and promoting price of our widespread
stock might decline. As of the date of this prospectus, an entire of 491,892,061 shares of our widespread stock are glorious. Of those shares,
145,537,483 are presently freely tradable, with out restriction, inside the public market. Upon the effectiveness of the registration assertion
of which this prospectus sorts a part, an extra 13,500,000 shares of widespread stock included on this prospectus which sorts a part
of this Registration Assertion, which amount consists of 5,000,000 shares issuable upon practice of warrants issued inside the 2022 Private
Placement, will in all probability be registered for resale beneath the Securities Act. Such shares will characterize roughly 2.74% of our presently glorious
shares of widespread stock. Any product sales of those shares or any notion out there out there that such product sales may occur might set off the shopping for and promoting price
of our widespread stock to say no. As of the date of effectiveness of this registration assertion, such shares registered for resale will
be freely tradable with out restriction.
SPECIAL
NOTE ABOUT FORWARD-LOOKING STATEMENTS
We
have made forward-looking statements on this prospectus, along with the sections entitled “Administration’s Dialogue and Analysis
of Financial State of affairs and Outcomes of Operations” and “Enterprise,” which could be based totally on our administration’s beliefs
and assumptions and on information presently obtainable to our administration. Forward-looking statements embody the info relating to
our doable or assumed future outcomes of operations, enterprise strategies, financing plans, aggressive place, {{industry}} setting,
potential progress options, the outcomes of future regulation and the outcomes of opponents. Forward-looking statements embody all
statements that aren’t historic information and can be acknowledged by means of forward-looking terminology such as a result of the phrases “think about,”
“anticipate,” “anticipate,” “intend,” “plan,” “estimate” or comparable expressions.
These statements are solely predictions and comprise acknowledged and unknown risks and uncertainties, along with the hazards outlined beneath “Hazard
Components” and elsewhere on this prospectus.
Although
we think about that the expectations mirrored in our forward-looking statements are low-cost, we can’t guarantee future outcomes, events,
ranges of train, effectivity or achievement. We aren’t beneath any duty to interchange any of the forward-looking statements after the date
of this prospectus to evolve these statements to express outcomes, besides required by regulation.
SELLING
STOCKHOLDERS
This
prospectus pertains to the offering and resale by the marketing stockholders acknowledged herein
of as a lot as 13,500,000 shares of widespread stock, par price $0.001 per share, of SmartCard Promoting and advertising
Applications, Inc. Of the 13,500,000 shares being supplied, 8,500,000 of such supplied shares are
presently issued and glorious. These shares are comprised of an mixture of (i) 3,000,000
shares of widespread stock issued and provided to an accredited investor inside the “2022 Private
Placement”, (ii) 5,000,000 shares of widespread stock issuable upon practice of widespread
stock purchase warrants issued to the investor inside the 2022 Private Placement; and (iii) 5,500,000
shares of widespread stock issued to non-management holders of our widespread stock. We received’t
receive any of the proceeds if the marketing stockholders acknowledged on this prospectus promote
their shares.
The
selling stockholders acknowledged inside the desk beneath may typically present and promote beneath this prospectus any or your complete shares
of widespread stock described beneath the column “Shares of Widespread Stock Being Equipped on this Offering” inside the desk beneath. The
desk beneath has been prepared based totally upon information furnished to us by the marketing stockholders as of the dates represented inside the footnotes
accompanying the desk. The marketing stockholders acknowledged beneath may need provided, transferred or in some other case disposed of some or all of
their shares given that date on which the info inside the following desk is obtainable in transactions exempt from or not subject to
the registration requirements of the Securities Act. Knowledge regarding the selling stockholders may change typically and,
if important, we’re going to amend or complement this prospectus accordingly and as required.
The
following desk and footnote disclosure following the desk models forth the title of each selling stockholder, the character of anywhere,
office or totally different supplies relationship, if any, that the marketing stockholder has had contained in the earlier three years with us or with any of
our predecessors or associates, and the number of shares of our widespread stock beneficially owned by the marketing stockholder sooner than this
offering. The number of shares mirrored are these beneficially owned, as determined beneath related pointers of the SEC, and the info
won’t be basically indicative of helpful possession for each different goal. Beneath related SEC pointers, helpful possession consists of
any shares of widespread stock as to which a person has sole or shared voting vitality or funding vitality and any shares of widespread stock which
the actual individual has the correct to amass inside 60 days by means of the practice of any risk, warrant or correct or by means of the conversion of
any convertible security. Besides in some other case indicated inside the footnotes to the desk beneath and subject to neighborhood property authorized pointers the place
related, we think about, based totally on information furnished to us, that each of the marketing stockholders named on this desk has sole voting
and funding vitality with respect to the shares indicated as beneficially owned.
We
have assumed that each one shares of widespread stock mirrored inside the desk as being supplied inside the offering lined by this prospectus will
be provided typically on this offering. We can’t current an estimate as to the number of shares of widespread stock that can in all probability be held
by the marketing stockholders upon termination of the offering lined by this prospectus because of the marketing stockholders may present some,
all or none of their shares of widespread stock being supplied inside the offering.
| Title of Selling Shareholder | Shares of Widespread Stock Owned Earlier to Offering | Shares of Widespread Stock to be Equipped for the Selling Shareholder’s Account | Shares of Widespread Stock Owned by the Selling Shareholder After the Offering | P.c of Widespread Stock to be Owned by the Selling Shareholder After the Offering | ||||||||||||
| Leonite Fund I, LP1 | 8,000,000 | 8,000,000 | — | — | ||||||||||||
| Moumita Dey2 | 1,050,000 | 1,050,000 | — | — | ||||||||||||
| Subodh Mukherjee3 | 450,000 | 450,000 | ||||||||||||||
| Evan J. Costaldo4 | 2,666,667 | 2,666,667 | — | — | ||||||||||||
| Eric M. Sherb5 | 1,333,333 | 1,333,333 | — | — | ||||||||||||
1
Incorporates (i) 3,000,000 shares of widespread stock held by the marketing stockholder, and (ii) 5,000,000 shares the marketing stockholder
has the correct to amass by means of the practice of a typical stock purchase warrant. Avi Geller has the power to vote or get rid of the
securities held of report by the marketing stockholder and is also deemed to beneficially private these securities. Mr. Geller disclaims helpful
possession with respect to such shares.
2
Shares issued to the marketing stockholder in consideration for the Agency’s
acquisition of software program program from the marketing stockholder’s enterprise, Acquisition BotBerries Inc. Moumita Dey has the power to vote or
get rid of the securities held of report by the marketing stockholder and is also deemed to beneficially private these securities.
3
Shares issued to the marketing stockholder in consideration for the Agency’s
acquisition of software program program from the marketing stockholder’s enterprise, Acquisition BotBerries Inc. Subodh Mukherjee has the power to vote
or get rid of the securities held of report by the marketing stockholder and is also deemed to beneficially private these securities.
4 Shares issued to the marketing stockholder
in consideration for licensed firms. Mr. Costaldo is exterior firm and securities counsel to the Agency.
5
Shares issued to the marketing stockholder in consideration for accounting firms. Mr. Sherb is an outside accounting information
to the Agency.
PLAN
OF DISTRIBUTION
We
are registering the shares of widespread stock issued to the marketing stockholders to permit the resale of these shares of widespread stock by
the holders of the shares of widespread stock typically after the date of this prospectus. We received’t receive any of the proceeds
from the sale by the marketing stockholders of the shares of widespread stock. We’re going to bear all fees and payments incident to our obligation
to register the shares of widespread stock.
The
selling stockholders may promote all or a portion of the shares of widespread stock beneficially owned by them and supplied hereby from time
to time immediately or by means of quite a few underwriters, broker-dealers or brokers. If the shares of widespread stock are provided by means of underwriters
or broker-dealers, the marketing stockholders will in all probability be accountable for underwriting reductions or commissions or agent’s commissions.
The shares of widespread stock is also provided in quite a few transactions, which may comprise crosses or block transactions, and is also provided
on any nationwide securities alternate or quotation service on which our widespread stock is also listed or quoted on the time of sale, inside the
over-the-counter market, or in transactions in some other case than on these exchanges or packages. Product sales by the marketing stockholders of the widespread
stock to be registered hereunder, on the OTCQB tier of the OTC Markets Group, Inc., or an alternate, is perhaps made at prevailing market
prices on the time of the sale, at fixed prices, at negotiated prices, or at varied prices selected the time of sale. In consequence,
we can’t know the worth at which any of our widespread stock to be registered hereunder may lastly be provided by the holders thereof.
The
selling stockholders may use any quite a few of the subsequent methods when selling shares:
| ● | unusual brokerage transactions and transactions by which the broker-dealer solicits purchasers; | |
| ● | block trades by which the broker-dealer will attempt to promote the shares as agent nevertheless may place and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an alternate distribution in accordance with the rules of the related alternate; | |
| ● | privately negotiated transactions; | |
| ● | settlement of fast product sales entered into after the environment friendly date of the registration assertion of which this prospectus is a part; | |
| ● | broker-dealers may agree with the marketing stockholders to advertise a specified number of such shares at a stipulated price per share; | |
| ● | by means of the writing or settlement of selections or totally different hedging transactions, whether or not or not such selections are listed on an selections alternate or in some other case; |
| ● | a combination of any such methods of sale; and |
|
| ● | any totally different methodology permitted pursuant to related regulation. |
The
selling stockholders moreover may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 beneath the Securities
Act, as permitted by that rule, or Half 4(a)(1) beneath the Securities Act, if obtainable, fairly than beneath this prospectus, provided
that they meet the components and conform to the requirements of those provisions, along with the requirements of Rule 144(i) related
to former “shell firms.”
Vendor-dealers
engaged by the marketing stockholders may put together for various broker-dealers to participate in product sales. If the marketing stockholders influence
such transactions by selling shares of widespread stock to or by means of underwriters, broker-dealers or brokers, such underwriters, broker-dealers
or brokers may receive commissions inside the kind of reductions, concessions or commissions from the marketing stockholders or commissions from
purchasers of the shares of widespread stock for whom they could act as agent or to whom they could promote as principal. Such commissions will
be in portions to be negotiated, nevertheless, moreover as set forth in a complement to this prospectus, inside the case of an firm transaction will
not be in additional of a customary brokerage charge in compliance with FINRA Rule 5110.
In
reference to product sales of the shares of widespread stock or in some other case, the marketing stockholders may enter into hedging transactions with broker-dealers
or totally different financial institutions, which may in flip work together briefly product sales of the shares of widespread stock in the course of hedging in positions
they assume. The marketing stockholders may also promote shares of widespread stock fast and if such fast sale shall occur after the date
that this registration assertion is asserted environment friendly by the SEC, the marketing stockholders may ship shares of widespread stock lined
by this prospectus to close out fast positions and to return borrowed shares in reference to such fast product sales. The marketing stockholders
may also mortgage or pledge shares of widespread stock to broker-dealers that in flip may promote such shares, to the extent permitted by related
regulation. The marketing stockholders may also enter into risk or totally different transactions with broker-dealers or totally different financial institutions or
the creation of quite a few spinoff securities which require the availability to such broker-dealer or totally different financial institution of
shares supplied by this prospectus, which shares such broker-dealer or totally different financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction). Nonetheless the foregoing, the marketing stockholders have been steered that
they may not use shares registered pursuant to this registration assertion to cowl fast product sales of our widespread stock made earlier to the
date the registration assertion of which this prospectus sorts a part is asserted environment friendly by the SEC.
The
selling stockholders may, typically, pledge or grant a security curiosity in some or your complete shares of widespread stock owned by
them and, within the occasion that they default inside the effectivity of their secured obligations, the pledgees or secured occasions may present and promote the shares
of widespread stock typically pursuant to this prospectus or any modification to this prospectus beneath Rule 424(b)(3) or totally different related
provision of the Securities Act, amending, if important, the guidelines of selling stockholders to include the pledgee, transferee or totally different
successors in curiosity as selling stockholders beneath this prospectus. The marketing stockholders moreover may change and donate the shares
of widespread stock in several circumstances by which case the transferees, donees, pledgees or totally different successors in curiosity can be the marketing
helpful householders for capabilities of this prospectus.
The
selling stockholders and any broker-dealer or brokers participating inside the distribution of the shares of widespread stock supplied hereby may
be deemed to be “underwriters” contained in the which suggests of Half 2(11) of the Securities Act in reference to such product sales. In
such event, any commissions paid, or any reductions or concessions allowed to, any such broker-dealer or agent and any income on the resale
of the shares purchased by them is also deemed to be underwriting commissions or reductions beneath the Securities Act. Selling stockholders
who’re “underwriters” contained in the which suggests of Half 2(11) of the Securities Act will in all probability be subject to the prospectus provide
requirements of the Securities Act and is also subject to certain statutory liabilities of, along with nevertheless not restricted to, Sections 11,
12 and 17 of the Securities Act and Rule 10b-5 beneath the Commerce Act.
Each
selling stockholder has educated us that it isn’t a registered broker-dealer and doesn’t have any written or oral settlement or understanding,
immediately or indirectly, with any explicit individual to distribute the widespread stock. Upon us being notified in writing by a selling stockholder that
any supplies affiliation has been entered into with a broker-dealer for the sale of widespread stock by means of a block commerce, explicit offering,
alternate distribution or secondary distribution or a purchase order order by a broker-dealer, a complement to this prospectus will in all probability be filed, if required,
pursuant to Rule 424(b) beneath the Securities Act, disclosing (i) the title of each such selling stockholder and of the participating broker-dealer(s),
(ii) the number of shares involved, (iii) the worth at which such the shares of widespread stock have been provided, (iv) the commissions paid or
reductions or concessions allowed to such broker-dealer(s), the place related, (v) that such broker-dealer(s) didn’t conduct any investigation
to substantiate the info set out or included by reference on this prospectus, and (vi) totally different information supplies to the transaction.
In no event shall any broker-dealer receive fees, commissions and markups, which, inside the mixture, would exceed eight % (8%).
Beneath
the securities authorized pointers of some states, the shares of widespread stock is also provided in such states solely by means of registered or licensed brokers
or sellers. In addition to, in some states the shares of widespread stock won’t be provided besides such shares have been registered or licensed
in the marketplace in such state or an exemption from registration or qualification is in the marketplace and is complied with in all respects.
Any
selling stockholder may promote some, all or not one of many shares of widespread stock to be registered pursuant to the registration assertion
of which this prospectus sorts a part.
Each
selling stockholder and each different explicit individual participating in such distribution will in all probability be subject to related provisions of the Commerce
Act and the rules and guidelines thereunder, along with, with out limitation, Regulation M of the Commerce Act, which may limit the timing
of purchases and product sales of any of the shares of widespread stock by the marketing stockholder and each different participating explicit individual. Regulation
M may also prohibit the pliability of any explicit individual engaged inside the distribution of the shares of widespread stock to interact in market-making actions
with respect to the shares of widespread stock. All of the foregoing may affect the marketability of the shares of widespread stock and the pliability
of any explicit individual or entity to interact in market-making actions with respect to the shares of widespread stock.
We
will pay all payments of the registration of the shares of widespread stock, along with, with out limitation, SEC submitting fees and payments
of compliance with state securities or “blue sky” authorized pointers; provided, nonetheless, that each selling stockholder will pay all underwriting
reductions and selling commissions, if any, and any licensed payments incurred by it.
USE
OF PROCEEDS
We
received’t receive any proceeds from the sale of our widespread stock supplied by this prospectus. Now we’ve got agreed to bear the payments (totally different
than any underwriting reductions or selling commissions or any licensed payments incurred by any selling stockholder) in reference to
the registration of the shares of our widespread stock being supplied for resale hereunder by the marketing stockholders.
DETERMINATION
OF OFFERING PRICE
Our
shares of widespread stock are presently quoted on the OTCQB tier of the OTC Markets Group, Inc. beneath the ticker picture “SMKG”.
The marketing stockholders will resolve at what price they could promote the shares of widespread stock supplied by this prospectus, and such product sales
is also made at fixed prices, at prevailing market prices on the time of the sale, at varied prices selected the time of sale, or
at negotiated prices.
PRICE
RANGE FOR OUR COMMON STOCK
Our widespread stock won’t be traded
on any alternate. Our widespread stock is quoted on the OTCQB market, an interdealer quotation system, beneath the picture “SMKG”.
The ultimate closing bid price of our widespread stock on the OTCQB market was $0.03 on December 15, 2022. The extreme and low bid prices
of our widespread stock for the durations indicated are set forth beneath. The stock prices inside the desk are derived from quotations on the OTCQB
market. Such OTCQB quotations mirror inter-dealer prices, with out markup, markdown or commissions. On account of our widespread stock is
traded typically, these prices may not basically characterize exact transactions or a liquid shopping for and promoting market.
| Quarter Ended | Extreme | Low | |||||||
| June 30, 2020 |
0.03 | 0.01 | |||||||
| September 30, 2020 |
0.04 | 0.01 | |||||||
| December 31, 2020 |
0.05 | 0.02 | |||||||
| March 31, 2021 |
0.33 | 0.02 | |||||||
| June 30, 2021 |
0.12 | 0.03 | |||||||
| September 30, 2021 |
0.08 | 0.04 | |||||||
| December 31, 2021 |
0.13 | 0.04 | |||||||
| March 31, 2022 |
0.09 | 0.04 | |||||||
| June 30, 2022 |
0.07 | 0.02 | |||||||
| September 30, 2022 | 0.02 | 0.02 | |||||||
Holders
of our Widespread Stock
As of September 30,
2022, there have been roughly 100 stockholders of report of our widespread stock. This amount doesn’t embody shares held by brokerage
clearing properties, depositories or others in unregistered variety. The stock change agent for our securities is Manhattan Swap
Registrar Co., 38B Sheep Pasture Freeway, Suite 202, Port Jefferson, New York 11777.
DESCRIPTION
OF SECURITIES
Our
Certificates of Incorporation authorizes widespread stock. Particularly, the Certificates of Incorporation,
as amended, authorizes the issuance of 500,000,000 shares of widespread stock, par price $0.001.
The rights and privileges of the widespread stock are summarized beneath. As of December 31, 2022,
there are 491,892,061 shares of our widespread stock issued and glorious.
Widespread
Stock.
We
are accredited by our Amended Certificates of Incorporation to scenario an mixture of 500,000,000
shares of capital stock, of which 500,000,000 are shares of Widespread Stock. As of December
31, 2022, we had 491,892,061 shares of Widespread Stock issued and glorious. Each shareholder
of our widespread stock is entitled to knowledgeable rata share of cash distributions made to shareholders,
along with dividend funds. The holders of our widespread stock are entitled to at the least one vote for
each share of report on all points to be voted on by shareholders. There isn’t a such factor as a cumulative
voting with respect to the election of our directors or each different matter. As a consequence of this truth, the
holders of larger than 50% of the shares voted for the election of those directors can elect
your complete directors. The holders of our widespread stock are entitled to acquire dividends when
and if declared by our Board of Directors (the “Board of Directors” and the “Board”)
from funds legally obtainable as a consequence of this truth, cash dividends are on the only real discretion of our
Board of Directors. Throughout the event of our liquidation, dissolution or winding up, the holders
of widespread stock are entitled to share ratably in all property remaining obtainable for distribution
to them after charge of our liabilities and after provision has been made for each class
of stock, if any, having any alternative in relation to our widespread stock. Holders of shares
of our widespread stock don’t have any conversion, preemptive or totally different subscription rights, and there
aren’t any redemption provisions related to our widespread stock.
Preferred
Stock
None.
Selections
None.
Warrants
As of September 30,
2022, we had glorious warrants to purchase 5,000,000 shares of widespread stock at an practice price of $0.12 per share.
Dividend
Rights
Holders
of our widespread stock are entitled to acquire dividends, if any, as is also declared typically by our board of directors out of
legally obtainable funds. See “Dividend Protection.”
Registration
Rights
Pursuant
to the phrases of the 2022 Private Placement agreements, we agreed to file with the SEC the registration assertion of which this prospectus
sorts a part, to register for resale your complete 3,000,000 shares of our widespread stock issued inside the 2022 Private Placement, along with
an extra 5,000,000 shares of our widespread stock issuable upon practice of warrants issued inside the 2022 Private Placement.
Swap
Agent and Registrar
Our
change agent and registrar is Manhattan Swap Registrar Co., 38B Sheep Pasture Freeway, Suite 202, Port Jefferson, New York 11777.
Their cellphone amount is (631) 928-7655.
Obligation
and Indemnification of Directors and Officers
Our
directors and govt officers are indemnified as provided by the Fundamental Firm Regulation of the State of Delaware and our directors
are indemnified by our Certificates of Incorporation. These provisions state that our directors may set off us to indemnify a director or
former director in direction of all costs, charges and payments, along with an amount paid to settle an movement or fulfill a judgment, actually
and pretty incurred by him/her on account of him/her performing as a director. The indemnification of costs can embody an amount paid
to settle an movement or fulfill a judgment. Such indemnification is on the discretion of our board of directors and is subject to the
Securities and Commerce Charge’s protection referring to indemnification.
Sections
145 and 102(b)(7) of the Fundamental Firm Regulation of the State of Delaware current {{that a}} firm may indemnify any explicit individual made a
celebration to an movement by objective of the reality that he or she was a director, govt officer, employee or agent of the corporate or is
or was serving on the request of an organization in direction of payments (along with attorneys’ fees), judgments, fines and portions paid
in settlement actually and pretty incurred by him or her in reference to such movement if he or she acted in good faith and in a
methodology he or she reasonably believed to be in, or not towards, the simplest pursuits of the corporate and, with respect to any authorized
movement or persevering with, had no low-cost set off to think about his or her conduct was unlawful, moreover that, inside the case of an movement by or
in correct of the corporate, no indemnification may normally be made in respect of any declare as to which such explicit individual is adjudged to
be liable to the corporate.
Insofar
as indemnification for liabilities arising beneath the Securities Act of 1933 is also permitted to directors, officers or people controlling
us pursuant to the foregoing provisions, or in some other case. Now we’ve got been steered that inside the opinion of the Securities and Commerce Charge,
such indemnification is in direction of public protection as expressed inside the Act and is, as a consequence of this truth, unenforceable.
DIVIDEND
POLICY
We
have not at all issued any dividends and don’t anticipate to pay any stock dividend or any cash dividends on our widespread stock inside the foreseeable
future. We presently intend to retain our earnings, if any, for use in our enterprise. Any dividends declared on our widespread stock inside the
future will in all probability be on the discretion of our Board of Directors and subject to any restrictions which can be imposed by our lenders.
BUSINESS
Overview
SmartCard
Promoting and advertising Applications, Inc. (“SmartCard Promoting and advertising Applications” and the “Agency”) is an revolutionary Fintech and Paytech
accelerator agency working as an E-Commerce, Cloud, and Mobility software program program choices and functions provider to the worldwide funds
{{industry}}. We think about in super-apps and ship a set of proprietary cloud-based enterprise choices, functions and marketplaces to
our charge {{industry}} enterprise purchasers to assist with the deployment of their service supplier portfolios. By providing Enterprise Intelligence
and Digital Transformation strategies by means of our proprietary portfolio of specialized cloud and mobility software program program choices and functions
with embedded funds experience to our purchasers contained in the Banking, Enterprise Enterprise, Retail Degree-of-Sale with e-Pockets / m-Pockets,
Cross-border Funds, Blockchain, Crypto, Non-Fungible Tokens or “NFTs”, Token, Digital ID, Video eKYC and Funds industries
with a take care of Digital Retail retailers, Events Tech, Ed-tech, Tele-medicine, Digital Vault, and Transit Reserving.
We
have a methodical methodology to the funds acceptance {{industry}}. Our proprietary enterprise functions are developed as a cloud-SaaS model
for web and mobility, offering flexibility, security and scalability to our purchasers. The Agency’s proprietary cloud and mobility
functions are licensed as white-label choices to our purchasers and companions. We develop enterprise course of functions for B2B, B2C,
B2B2C and P2P with built-in charge networks and embedded third celebration devices to expedite the go-to-market for our purchasers. This service supplier
on-boarding approach permits for easy adoption and ready-to-market merchandise for our purchasers. Extra, we search to ascertain distributors with
distinctive utilized sciences which we would seamlessly mix with as part of a pay-per-use model by tier amount pricing embedded inside our
functions, a course of additionally known as “API’s”. This method amplifies every service supplier and purchaser engagement whereas
rising revenues. We think about that API’s are the backbone of our approach.
The
rise in demand for cross-border funds to help worldwide commerce has develop to be a big different for SmartCard Promoting and advertising Applications
to provide every digital charge rails combined with digital card funds firms as Funds as a Service (“PaaS”). The Agency
makes use of its private charge rails as an embedded charge firms approach to hurry up its portfolio of enterprise deployments for its purchasers.
The
Agency has positioned itself to be a key firms and functions provider inside the Paytech, Fintech and Blockchain industries with its
distinctive strategy of licensing its experience with embedded charge rails, blockchain protocols, and utilities contained in the Agency’s
portfolio of functions. This distinctive agnostic ecosystem provides enterprise intelligent processes, embedded utilities and charge experience
sources in a digital approach for faster deployments. This ecosystem and digital approach experience is obtainable in markets which could be
each regulated or inside the strategy of rising and/or implementing their regulatory framework to allow for mass adoption.
SmartCard
Promoting and advertising Applications has an IP portfolio of 20+ proprietary choices. All of the Agency’s proprietary platforms are designed with
at least three tier ranges by means of Companion, Service supplier and Specific individual prospects. These prospects are interlinked by means of a permission-based development
on each platform by means of a registration and approval course of guaranteeing compliance and safety.
Our
persevering with approach is to develop a seamless portfolio of specialized {{industry}} charge experience wireframes, marketplaces and to allow
our purchasers to “Mannequin As Their Private” for e-commerce and E-POS semi-integrated choices on the cloud and mobile infrastructures
to market and permit their portfolios of outlets and prospects. The tip result’s a robust performing lineup of middleware’s that
mix merely with different types of charge {{industry}} financial institutions and processors creating a robust gateway. We purpose
banks and Third Event Processors for host issuing, shopping for and native charge {{industry}} firms with an present service supplier portfolio
mix that’s ready for a breadth of trending utilized sciences which incorporate each little factor from funds, blockchain to social-media advantages
for his or her purchasers with an built-in price matrix to their gateways to supply seamless activations and revenues.
We presently depend upon
a small number of purchasers for nearly all of our revenue. As mirrored in our accompanying consolidated financial statements,
for the 9 months ended September 30, 2022, our revenue was $440,487, and for the 12 months ended December 31, 2021, our revenue
was $405,412. Now we’ve got not generated revenue since inception, have sustained net losses of $988,941 for the 12 months ended December
31, 2021 and $357,723 for the 9 months ended September 30, 2022, and have incurred opposed cash flows from operations for
the years ended December 31, 2021 and 2020. As of December 31, 2021, we had an amassed deficit of $8,417,539. Accordingly,
our accompanying consolidated financial statements have been prepared assuming that the Agency will proceed as a going concern.
Our means to proceed as a going concern for the next twelve months depends upon our means to generate ample cash
flows from operations to meet our obligations, which we’ve got not been able to accomplish to date, and/or to amass additional
working capital from related and third-parties. By the use of the date our consolidated financial statements have been obtainable to be issued,
we’ve got now been financed by our important shareholder and third-party consumers. Now we’ve got suffered recurring losses from operations,
have a giant amassed deficit, proceed to experience opposed cash flows from operations, and our financial statements
don’t embody any modifications that will finish consequence from the tip results of this uncertainty. For the foregoing causes, our neutral
auditor raised substantial doubt referring to our means to proceed as a going concern in its accompanying opinion to our financial
statements.
The Agency presently generates
revenues by means of the white-label licensing of its cloud and mobility functions and via our processing of recurring funds transactions.
In addition to, the Agency moreover has a strategic financial model in fintech which is pushed by an alternate of price by means of the licensing
our utilized sciences to customers and companions in consideration for equity of their respective firms combined with a revenue share model.
The Agency’s enterprise strains which can be presently producing revenue embody: Distant Deposit Seize, Cross-border Funds, Fintech
Accelerator, Genorocity, Granularchain, OriginatorX, NFT Restricted Assortment, and Qr.guru. The Agency’s enterprise strains which aren’t
presently producing revenues embody: Menu.events, Mytravel.menu, Phaces.io, Profiler.us, Onroute.tech, ijobs.retailer, articul8te, Mtickets.events,
Abotslife, and Doctor-vid.
Our
IP Portfolio Introduction Timeline
The
beneath timeline represents the Agency’s conception and preliminary progress of each {{industry}} software program inside the Agency’s
psychological property portfolio.
Principal
Merchandise and Firms
The Agency
maintains an in depth IP portfolio which can be licensed inside quite a few industries. The beneath desk demonstrates that the enlargement in
each {{industry}} creates a direct channel different for the Agency. The primary downside that we presently face is our incapacity to pursue
quite a few industries concurrently on account of our undercapitalization. We moreover face fierce world opponents. However, in reference to
our strategic alliances with Compuage Infocom India, PWC India, and XPAY Worldwide Firm inside the Philippines, we hope to have the choice
to enter additional markets as each of these enterprise relationships provides us with the pliability to mix by means of the native reselling
of the Agency’s utilized sciences by their respective networks and companions, which can in flip permit the Agency to supply embedded funds
using our utilized sciences by means of native financial institutions and funds firms companions. The additional benefit of this system may cut back
market-entry friction.
Our
in-house design concept and progress experience lab develops our proprietary software program program choices and functions which we offer to
our purchasers as white-label “Mannequin as your Private” licensing options by means of our private net enterprise market, www.emphasispay.com.
Our e-commerce, cloud and mobility construction consists of: Funds with QR & Pockets, Distant Deposit Seize, Blockchain, Crypto,
NFTs, EKYC by Video, E-commerce, Cross Border FX, Events Administration, Transit and Monitoring, Paperwork Vaulting, Digital ID Key, E-Gaming,
E-Sports activities actions, Card Issuing Administration & Media Publishing. These purpose industries combined characterize larger than $22.8 Trillion in options
between 2022 – 2025 (as referenced beneath in “Market Alternate options”). Our proprietary software program program portfolio, which
we offer to our purchasers for white-label licensing by means of our Emphasispay.com market, presently consists of the subsequent functions:
Psychological
Digital Property Property Portfolio
| Platform | Description | Life Cycle |
|
|
Genorocity www.genorocity.com |
 |
A Digital Retail Platform & Pockets with a set of choices for Malls, Lodge & Leisure Property, Theme Parks, Enterprises, Franchisers and further. Coupons, Enjoying playing cards, Loyalty components, Social-media, Present Showcase, Promoted provides, Proximity, Beacon Tech for every Web & Cell Functions with charge gateways. |
In Use |
|
Mtickets.events www.mtickets.events www.mobile.events
|
 |
A digital events and mobile Ticketing administration platform with an events portal for planners, associations, retailers and networking groups. A full digital suite of choices consists of: creating of events, conferences, exhibitors, collaborators, companion suppliers, ticketing and registrations. Every web and mobile functions with charge gateways embedded. |
Marketable |
|
Check21SaaS www.check21saas.com www.checkvalet.com
|
|
Distant Deposit Seize experience. Cloud-based with multi-scanner selections, seamlessly built-in, working remotely from division or client areas. Moreover with processing efficiency and x9 clearing recordsdata for settlement. |
In Use |
|
Articul8te www.articul8te.com
|
 |
Our newer launch Digital Data-Room for Product sales, Content material materials & Job administration software program every Web & Cell. The suite of choices consists of: Private or Public mode with Group set-up, To-do Lists, Social-media & Articles publishing, Creating Duties and Invites, with monitoring and calendar efficiency. |
Marketable |
|
Mytravel.menu www.mytravel.menu
|
 |
Designed to grab the Shopper & Enterprise pre-order meals market and onboard or inflight menu product sales. The making use of permits transport operators to easily mix and import menu selections. |
Marketable |
|
iJobs.retailer www.ijobs.retailer
|
|
A digital job seeker decision for every service supplier and job seeker. This revolutionary decision is QR Code based totally and permits the job seeker to simply add their CV and Profile inside seconds. It provides the service supplier a web-based portal to publish job options and promote content material materials by means of modern social media channels. |
Marketable |
|
Emphasispay www.emphasispay.com
|
 |
A proprietary CRM & CSM decision Merchandise • Promoting and advertising & Communications • Promoting and advertising PDF’s • Companions, ISV & • Shopper Prospect sorts • Webinars, Teaching, • Portal Banners |
In Use |
|
QR.guru http://www.qr.guru http://myshopping.guru
|
 |
A digital e-Commerce procuring platform; a lead generator and capturing decision for product sales events, MLM and internet affiliate marketing on-line. Generates automated distinctive URL and QR codes by event or enterprise variety. Incorporates a user- nice product alternative guidelines, along with exportable leads and data. Incorporates a Prize Scan decision to grab data and set prizes on merchandise. |
In Use |
|
Menu.events http://menu.events |
 |
Made for event facilities, conference amenities and catering firms. Presents a totally digital catering order software program for every web and mobile. Incorporates dashboards for patrons, retailers, and administrators, with a customizable interface. |
Marketable |
|
Granularchain http://granularchain.com |
 |
A digital ID Key with a permission-based onboarding and EKYC by Video Biometric decision with two-level authenticate decision on a permission-based transaction construction for Digital ID with Paperwork Vault |
In Use |
|
Profilr.social http://profilr.social |
 |
A search engine and reserving monitoring decision with eKYC that organizes public information and social group information into simple profiles that can enable you to safely uncover and discover out about people. The ability to assemble a case file on an individual is now a simple exercise with Profilr.social. |
Marketable |
|
Onroute.Tech http://www.onroute.tech |
 |
Designed to deal with Reserving Journey and Monitoring choices for folks, limousine, courier, shuttle and bus firms for the transit {{industry}}. |
Marketable |
|
Distributer.E mail https://distributer.piece of email |
 |
An piece of email advertising marketing campaign and analytics decision for enterprises and corporations to distribute and deal with piece of email campaigns with analytics. |
In Use |
|
Atelier.Social https://atelier.social |
 |
A publishing and managing software program for Social Media Content material materials, Promoting and advertising and Networking. An important software program to collect data, analytics and reporting to reinforce different and conversion. |
Marketable |
|
ABotsLife https://abotslife.com |
 |
Connects your on-line enterprise with patrons by means of real-time conversations in your on-line enterprise web site, social media, WhatsApp, and totally different platforms and captures the data for title to movement. With Choices resembling Machine Learning, AI ChatBot is a preferred mode of dialog with firms, supporting purchasers with queries, exercise stroll by means of and administration, and lead period, product sales help. Most popular with Educational Institutions, Banks, FI’s, Insurance coverage protection firms, Pharmaceuticals, Hospitals, Precise Property, Logistics, Tele-Medicine and SME’s all through industries. |
In Use |
|
Eschool System https://eschool.packages |
 |
College Administration System platform permits schools to perform on a cloud setting enabling them to deal with your complete array of tutorial and administrative operations. |
Marketable |
|
Doctor Vid http://doctor-vid.com |
 |
The Platform provides Medical Clinics and Medical medical doctors with the Tele-Medicine communications wished to facilitate every scheduling and E-Video courses. Enabling docs, hospitals, and pharmacies to register on the platform and purchasers can entry and book appointments seamlessly and contactless, and built-in with charge gateways. |
In Enchancment |
|
Phaces.io http://phaces.io |
 |
A SaaS decision for Organizations to permit Facial Recognition for security verification and to authenticate prospects for on-line conferences, webinars, conferences and onsite conferences or events. |
In Enchancment |
|
OriginatorX http://originatorx.com |
 |
The platform underwrites your full issuing,
“Underwriting” refers again to the course of |
In Use |
|
NFT Restricted Assortment http://nftlimitedseries.com |
 |
NFT Restricted assortment provides the distinctive means
The platform moreover provides a digital tour of |
In Use |
|
Axepay.com https://axepay.com |
 |
The platform is an end-to-end completely automated cloud-based, cross-border, enterprise grade funds infrastructure that seamlessly processes quite a few transaction charge types (B2B,B2C, B2B2C, C2B,P2P) and techniques (e-commerce /e-billing /e-escrow/MPOS and POS/ single or bulk pay-in and pay-out, pay as you go enjoying playing cards prime up/ship) with risk administration and a worldwide compliance ecosystem all accessible by an Axepay API and an individual interface. Axepay provides a portal for cross-border FX funds as a service by allowing entry to our group of financial firms companions and focuses on offering cross-border charge rails for larger than 180 nations and onboarding in larger than 42 Nations along with China. |
In Use |
Market
Alternate options for Each Platform by Enterprise and Sources
| Platform | Enterprise | Snapshot | Provide |
| Articul8te | CRM | The CRM market is now valued at roughly $44.64 Billion USD. By 2025, the market is projected to only about double, reaching roughly $80 Billion. | https://crm.org/crmland/current-state-of-crm-2020 |
| iJobs.Retailer | Jobs Market | The Worldwide Recruitment Software program program Market is anticipated to develop by USD $683.80 Million all through 2020-2024. | https://www.businesswire.com/data/home/20210127005676/en/683.8-Million-Improvement-in-Recruitment-Software program program-Market-All through-2020-2024-33-Improvement-to-Come-from-Europe-Technavio |
| Onroute.Tech | Transit Administration | The worldwide Smart Transportation market dimension is anticipated to develop from USD $94.5 Billion in 2020 USD to $156.5 Billion by 2025, at a Compound Annual Improvement Charge (CAGR) of 10.6% in the midst of the forecasted interval. | https://www.marketsandmarkets.com/Market-Research/smart-transportation-market-692.html |
| Mtickets.Events | Events Administration | The Worldwide Digital Events market dimension was valued at USD $77.98 Billion in 2019 and is anticipated to develop at a compound annual progress worth (CAGR) of 23.2% from 2020 to 2027. | https://www.financialexpress.com/brandwagon/how-virtual-events-powered-by-artificial-intelligence-is-here-to-stay/2207960/ |
| Check21SaaS | Banks | Amid the COVID-19 catastrophe, the worldwide market for Intelligent Digital Items estimated at US$12.4 Billion inside the 12 months 2020, is projected to achieve a dimension of US$17.5 Billion by 2027, rising at a CAGR of 5.1% over the analysis interval 2020-2027. | https://www.businesswire.com/data/home/20200805005449/en/Worldwide-Intelligent-Digital-Items-Enterprise-2020-to-2027—Market-Trajectory-Analytics—ResearchAndMarkets.com |
| OriginatorX | ERC20 Tokens | IBM states that Psychological Properties for Tokenizing Patents Issuance to be a $1 Trillion Buck Plus Market. | https://cryptoslate-com.cdn.ampproject.org/c/s/cryptoslate.com/ibm-is-turning-patents-into-nfts-calls-it-a-future-trillion-dollar-market/amp/ |
| Profilr.Social | Lead Investigation | The worldwide Social Media Analytics market dimension is anticipated to develop from USD $3.6 Billion in 2020 to USD $15.6 Billion by 2025, at a Compound Annual Improvement Charge (CAGR) of 34.1% | https://www.marketsandmarkets.com/Market-Research/social-media-analytics-market-96768946.html |
| QR.Guru | eCommerce | The worldwide e-Commerce market had product sales reaching $3.5 Trillion and represented 14% of the entire share of worldwide retail product sales by the tip of 2020. Worldwide e-Commerce product sales are anticipated to achieve $4.2 Trillion and make up 16% of full retail product sales. | https://www.statista.com/statistics/534123/e-commerce-share-of-retail-sales-worldwide/ |
| Menu.Events | Menu Administration at Events | The worldwide Restaurant Administration software program program market is projected to achieve USD $6.94 Billion by 2025. | https://www.grandviewresearch.com/press-release/global-restaurant-management-software-market |
| MyTravel.Menu | Transit Menu Administration | The worldwide market for Catering Firms is anticipated to achieve $616.24 Billion by 2023 whereas rising at a relentless CAGR of 4.5 %. | https://www.beroeinc.com/press/global-catering-service-market-reach/ |
| Distributer.E mail | E mail Administration | The worldwide Digital Promoting and advertising software program program market dimension was valued at USD $43.8 Billion in 2019 and is anticipated to register a CAGR of 17.4% from 2020 to 2027. | https://www.grandviewresearch.com/industry-analysis/digital-marketing-software-dms-market |
| Granularchain | Digital Onboarding | The Doc Seize software program program market is poised to develop by USD $3.58 Billion all through 2020-2024, progressing at a CAGR of 12% | https://www.researchandmarkets.com/research/5019068/global-document-capture-software-market-2020-2024 |
| DIgital ID Key | The Digital Identification Choices market is anticipated to develop at 16% CAGR to achieve US $33 Billion by 2025. | https://www.globenewswire.com/news-release/2020/07/14/2061673/0/en/Digital-Identification-Choices-Market-to-grow-at-16-CAGR-to-reach-US-33-billion-by-2025-Worldwide-Insights-on-Excessive-Tendencies-Enlargement-Plans-Investments-Analysis-Key-Improvement-Drivers-Most important-Pl.html | |
| Video eKYC | The worldwide e-KYC market anticipated to achieve USD $1,015.36 Million by 2026. The anticipated CAGR for the e-KYC market is spherical 22% from 2020 to 2026. | http://www.globenewswire.com/en/news-release/2021/03/30/2201548/0/en/Worldwide-E-KYC-Market-Dimension-to-Register-a-Doc-Improvement-and-Will-Attain-USD-1-015-36-Million-By-2026-according-to-Information-Components.html | |
| Paperwork Vault | Globally, the Digital Vault market is anticipated to develop from USD $451.63 Million in 2018 to USD $873.81 Million by 2023, at a CAGR of 14.1% in the midst of the forecast interval, 2018–2023. | https://www.marketresearchfuture.com/research/digital-vault-market-7234 | |
| Doctor Vid | Tele Medicine | The worldwide Digital Market dimension is anticipated to develop from $140 Billion in 2018 to $380 Billion in 2024. | https://finance.yahoo.com/data/34-billion-growth-global-digital-013000270.html |
| Phaces.io | Facial Recognition | The worldwide Facial Recognition market dimension was valued at USD $3.4 Billion in 2019 and is anticipated to develop at a CAGR of 14.5% from 2020 to 2027. | https://www.grandviewresearch.com/industry-analysis/facial-recognition-market |
| Eschool.Applications | On-line Learning | The worldwide On-line Coaching market is projected to witness a CAGR of 9.23% in the midst of the forecast interval to achieve an entire market dimension of US$319.167 billion in 2025, rising from US $187.877 Billion in 2019. | https://www.researchandmarkets.com/research/4986759/global-online-education-market-forecasts-from |
| Genorocity | Market Place | Worldwide Retail e-Commerce Product sales will decelerate to a 16.5% progress worth in 2020 (down from 20.2% remaining 12 months). A collective anticipated progress of $3.914 trillion in e-Commerce product sales this 12 months. Sooner than COVID-19, the forecast was that world retail would develop by 4.4%, to $26.460 trillion in 2020. For e-Commerce, these figures had been 18.4% progress and $4.105 trillion in product sales. However, it has decreased the retail forecast by over 10 proportion components and e-commerce forecast by 2 proportion components. This lowered our normal outlook for retail e-commerce product sales by $190.79 Billion. | https://www.emarketer.com/search1/?query=globalpercent20e-commerce |
| Axepay | International change Administration | Throughout the 2020 International change market, the widespread amount traded per day is $6.6 Trillion. | https://www.bloomberg.com/data/articles/2019-09-16/global-currency-trading-surges-to-6-6-trillion-a-day-market |
| Digital Charge | The transaction price of the worldwide Cell Funds market was USD $3714. 5 Billion in 2019, and it’s anticipated to achieve a price of USD $12,407. 5 billion by 2025, registering a CAGR of 23. 8% over the forecast interval 2020 – 2025. | https://www.globenewswire.com/news-release/2020/06/03/2043142/0/en/Digital-Funds-Market-Improvement-Tendencies-Forecasts-2020-2025.html | |
| eCommerce | The worldwide e-Commerce market had product sales reaching $3.5 Trillion and represented 14% of the entire share of worldwide retail product sales by the tip of 2020. It’s projected that world e-Commerce product sales will attain $4.2 Trillion and make up 16% of full retail product sales. | https://www.statista.com/statistics/534123/e-commerce-share-of-retail-sales-worldwide/ |
Market
and Multi-Tenant Wireframe
The
Fintech Sector
Downsides
| ● | The switch to digital has been accelerated by Covid-19 on a worldwide diploma for every sustainability and continuity. |
|
| ● | Society has realized that it could be completely disconnected from face-to-face conferences, events and procuring experiences and proceed our day-to-day efficiency. |
|
| ● | New adoption of Blockchain and Play to Earn has develop to be a part of the mainstream, along with in division banking actions, grocery procuring, at commerce reveals and in journey. |
Excessive
Globalization Alternate options
| ● | Compliance with Onboarding Individuals and Firms | |
| ● | Conversion to Digital Property and Crypto Tokenomics Fashions | |
| ● | Cyber Issues of safety are the least bit time extreme – a clarification for enhance in on-line Transactions | |
| ● | FX Transactions and Cross-border Funds | |
| ● | Retail Marketplaces, Metaverses, E-commerce, EGaming and ESports |
Echo
influence
| ● | The Digitization of Debt, Equity and Property is being disrupted by Blockchain, Tokenization, NFT, Crypto Foreign exchange, Cell Wallets and new methods of centered engagement by means of DAO’s and DEFI. |
| ● | Treasury and Regulatory Compliance needs, Enhanced Biometric Devices and Cyber Security are driving the demand for Digital ID’s required for the Onboarding, Monitoring and Transaction experience. |
Digital
Transformation in Fintech & Paytech
The
Agency accelerates Digitization & Virtualization with its huge and scalable proprietary portfolio of enterprise intelligent choices
to fast-track deployment and reduce CAPEX, offering its purchasers a breadth of E-Commerce and Cloud & Mobility functions encapsulating
Cyber Security with the addition of embedded charge and blockchain protocols and utilities.
Modus
Operandi
The
Agency invests in rising its functions, choices and platforms, and licensing its psychological properties to its companions and
purchasers, as ‘Mannequin As Your Private’ choices which velocity up their duties. The Agency’s customers even have the selection
to purchase our psychological properties for restricted use.
| ● | We develop enterprise intelligent course of wire-frames, mix charge gateways and card networks. |
| ● | We embed third celebration devices to expedite the go-to-market course of. |
| ● | We get hold of distributors with distinctive utilized sciences and seamlessly mix their merchandise as half of a pay-per-use model by tier embedded inside our functions. |
| ● | This onboarding activation approach permits for easy adoption and ready-to-market merchandise. |
| ● | This approach amplifies every service supplier and purchaser engagement whereas rising revenues for all occasions |
Our
Key Markets
The
Agency’s experience approach has important implications for driving adoption by means of interoperability of charge experience functions.
The Agency moreover realizes that to understand a definite section standing to ship core experience and permit Web 3.0, Banking 4.0, and an actual digital
ecosystem with seamless purchaser journey, we must always characterize a proponent of change.
The
departure of standard banking charge processors inside the financial {{industry}} has provided an opportunity for the Agency’s portfolio
of merchandise to characterize as a lead enabler of enterprise intelligent processes and protocols that enhance transactions and seize real-time
data for bettering data-analytics and profiling to allow for centered product sales, upselling and promotional train. SmartCard Promoting and advertising
Applications provides a seamless journey for each little factor in Blockchain, Crypto Coin, NFT & Pockets with a market platform to launch fromenabling
a model new charge panorama by means of a set of steps which help organizations and enterprises to prepare their go to market approach by
determining parts alongside one of the best ways to launch their mobile wallets, tokens and crypto money.
The
concept to commercialization ranges are difficult and require a methodical plan and go-to-market approach far previous the offering and shopping for and promoting
of money or tokens, and the utility use and tooling of crypto money and tokens is considerably additional difficult then fiat or card use parameters,
notably when migrating into quite a few charge schemes, point-of-sale networks and with card issuers.
A
key differentiator from our rivals is that our in-house platforms and choices for each little factor blockchain, crypto money, NFTs and
digital Tokens, allow us to supply our purchasers with an end-to-end service to get to market, delivering market utilized sciences with
embedded funds and blockchain. This makes our price proposition distinctive in our purpose markets on a worldwide scale and the benefits are
being capitalized on as we secure partnerships and purchasers all through the globe. The thought and model supplied by many new selections lacks
the highway of web site to ship an actual Tokenomics model, DEFI or DAO offering to maturity. The costs and framework can be an superior
experience for small and medium sized firms, along with huge companies which may have additional difficulty on delivering a seamless
offering with precise purchaser price.
Our
price proposition creates a complete offering for lots of industries along with Retail, Banking, HealthCare, Events, Transit, Journey, Leisure
& Hospitality, Egaming, Esports, Play-to-Earn fashions and further. We provide market experience which is the origin framework required
for a seamless neighborhood vendor and purchaser experience.
Web
3.0
Web
3.0 is the third period of net firms for internet sites and functions that focuses on using a machine-based understanding of
data to supply a data-driven, machine finding out (ML), Massive Data, decentralized ledger experience (DLT), Artificial Intelligence (AI) and
Semantic Web. The ultimate phrase goal of Web 3.0 is to create additional intelligent, linked and open internet sites.
Web
3.0 operates by means of decentralized protocols which could be the premise of blockchain and cryptocurrency experience. These are interoperable,
seamlessly built-in, and automated by means of smart contracts used to vitality quite a few functions and transactions.
Web
3.0 is the next stage of the web evolution that makes the online additional intelligent by processing information with near-human-like intelligence
by means of the power of AI packages that run smart purposes to assist prospects.
Our
Web3.0 Agnostic Price Offering
The
beneath Web 3.0 spherical diagram represents the Agency’s functions, utilities and embedded choices which ship an enriched
experience whereas actualized in a real-time setting for each little factor digital, blockchain and artificial intelligence.
Banking
4.0
Banking
4.0 is printed by 4 important traits.
| ● | Transition from product-based operations to service-based roles. Choices supplied by banks of the long term will see a better take care of resolving explicit points encountered by their purchasers as a substitute of merely offering up immutable banking merchandise. |
| ● | Requires banks and financial institutions to undertake a additional customer-centric methodology to banking. |
| ● | Shift in direction of digital choices that extra the futuristic purpose of bettering purchaser experience and promoting service-based operations. |
| ● | Requires banks and financial institutions to collaborate with fintech firms on different fronts for financial firms like lending and partnering to create co-branded merchandise. |
At
the core of Banking 4.0 is a recalibration of how financial firms match into the lives of consumers and the operations of firms
and organizations that use these firms. Know-how is inevitably redefining financial firms and in doing so isn’t simply reducing
friction and making provide additional seamless, it’s additionally providing strategies to reframe financial firms.
Our
beneath Banking 4.0 diagram represents an ecosystem of the Agency’s experience portfolio, showcasing stream of data and use of
the experience. Each platform optimizes the enterprise transaction and individual course of whereas managing and directing data to the designated
system for effectivity and analytics.
The
Digital Realm
The
fundamentals of the Digital Realm are the equivalent with e-commerce moreover the digital and digital realm has an precise place for financial institutions,
telecom and enterprises to be immersive and interactive for the on demand custom. Buyers must be engaged in real-time and the model new
interval of augmented actuality for procuring, gaming, hospitality, teaching and even banking represents an thrilling different for our merchandise
and corporations. The virtualization of the Agency’s portfolio with Digital and Augmented actuality can be an exponential different
for rising industries resembling Metaverses, EGaming, ESports and Blockchain gaming.
The
Metaverse Accelerated by SmartCard Promoting and advertising Applications Market platforms
The
Metaverse is a digital actuality home that mixes parts of social media, on-line gaming, enterprise, augmented actuality (AR), digital
actuality (VR), and the rising adoption of cryptocurrencies, to allow prospects to work collectively and pay or earn practically. Augmented actuality overlays
seen parts, sound, and totally different sensory enter onto real-world settings to bolster the individual experience. In distinction, digital actuality
is solely digital and enhances fictional realities.
| 1. | Launching the Coin contained in the Metaverse |
The
steps to launch any coin inside the Metaverse require organizations to stipulate their product approach and digital property for centered communities
and clearly define their end targets. We take a look on the subsequent parts to supply organizations with a 360 diploma view to strategize their
fashions.
| ● | Step 1: Prep: Scope, Worth Degree, Capital Elevate |
|
| ● | Step 2: Coin – Use case / Offering, NFT Market |
|
| ● | Step 3: Pre-sales and Pre-registration of the Token or Crypto Coin |
|
| ● | Step 4: Earn Model, Make investments Pre-sales and Staking methods |
|
| ● | Step 5: Coin offering approach and areas |
|
| ● | Step 6: Launch |
| 2. | Sustaining the coin contained in the Metaverse and Charge World |
Launching
a worthwhile token or crypto coin by a company requires strategic alignment of firms and folks by means of the market accessibility
to ensure the sustenance and progress benefitting the neighborhood at huge. The Agency’s core philosophy of market permits firms
with a portal to launch provides on providers. This expands the utility of the Metaverse in true sense. The tokens/money issued
by enterprises develop to be the premise of the transactions and interact firms with folks. Individuals commerce, accumulate or pay for provides,
providers by means of these money and tokens ending the cycle of Metaverse. All of the eco-system evolves with the individual engagement
and makes the crypto coin and token sustainable. The Agency’s experience portfolio delivers cradle to grave choices exploiting
market multi-tenant construction to understand all of it.
DEFI
Decentralized
Finance (“DeFi”) is an rising financial experience based totally on secure distributed ledgers very similar to these utilized by cryptocurrencies.
The system eliminates the administration banks and financial institutions have on money, financial merchandise, and financial firms.
In
order for firms to activate merchandise, firms and be a part of the blockchain sector to participate on this new structural group, market
experience is crucial as a result of price to help distributors and prospects in an neutral group.
DAO
The
decentralized autonomous group (“DAO”) was a system created by a bunch of builders to automate decision-making,
along with assigning voting to facilitate cryptocurrency transactions. The prospect of structuring DAO’s and providing an open
framework with the Agency’s wireframes turns into an extension of our attain into digital ID’s, Charge Rails, and market
interoperability, to connect all communities and financial service suppliers.
Tokenomics
In
the crypto issuing home, the time interval “Tokenomics” refers again to the monetary model for the utility of the Crypto Coin or Crypto
Token. The Agency’s market experience, Cross-Border Rails with the Blockchain protocols, and utilities, create a enterprise
approach for financial institutions, enterprises and startups to understand a really helpful and seamless Tokenomics model for his or her Digital
Asset Tokens and/or Crypto Coin selections, which empowers helpful and sustainable use in e-Commerce, Retail, Cell Wallets and plenty of
several types of use case types for individual adoption and on-ramp proper right into a worthwhile enterprise model.
Operational
Historic previous
Since
the beginning of 2015, the Agency has focused on two distinct channels of enterprise progress:
| 1) | The occasion and commercialization of its proprietary software program program platform choices and functions for the funds, incentives and events industries; and |
| 2) | Strategic partnerships to develop alterative funds choices for charge {{industry}} firms, along with banks, telecoms, acquirers / issuers of financial institution playing cards (e.g. credit score rating, debit and loyalty enjoying playing cards) as an acceptance degree for emulating charge and rewarding transactions, processing and settlement. |
The
Agency’s first partnership entered into with Contact Innovation in North America in late 2014 and early 2015 resulted inside the experience
progress for our Check21 Act software program program platform, servicing the need for Distant Deposit Seize (RDC), which was commercially deployed
in trial ranges in late May 2015 with the Agency’s first joint client, ICICI Monetary establishment of India (its Canadian subsidiary all through 14
branches and select firm customers). The platform decision as a cloud-based host was lastly branded as Check21saas.com, and its
worthwhile deployment is now allowing us to market the platform to purchasers internationally. Concurrently with the occasion success
of Check21Saas.com, the Agency commenced the design and progress of its Genorocity.com platform, and shortly thereafter, its Mtickets.events
platform.
All by
2016 and 2017, the Agency ambitiously sought to develop its experience portfolio to meet the model new changes in world markets for charge
enterprise processing functions and the foreseeable demand inside the financial, workforce and retail markets for intelligent enterprise functions
in a position to deploy.
All by 2017 and 2018, the Agency
continued to develop its charge experience infrastructure and labored with our present purchasers to commercialize software program program choices,
strengthening its place inside the financial firms part. We moreover began transitioning the Agency from a direct service supplier firms
provider to enabling a channel of portfolio retailers for banks and telecom firms. This transition permits us to position ourselves
as a experience host to help processors and {{industry}} consultants whereas extra establishing relationships with banks and credit score rating unions
and partnering with charge suppliers globally. A set of worthwhile {{industry}} channel companions in Airways, Events Administration, and Shopping for
Services, opened up options for the Agency to leverage a definitive approach to design, develop and license its experience portfolio.
The introduction of Menu.events, Mytravel.menu, Onroute.tech turned part of the Agency’s growing offering.
In 2018, the Agency invested
in govt administration in India to open a model new channel of enterprise options to hurry up our experience selections in a model new sturdy
monetary system of scale. Now we’ve got been strategizing avenues for working with financial institutions in India and educating them on our experience
portfolio, so that we’d enter the Indian market as a vibrant experience agency and chief inside the Digital Know Your Shopper (“EKYC”)
marketplace for digital choices. We’re actively working with the Mumbai FinTech Hub (established by the Authorities of Maharashtra
for implementing Maharashtra State FinTech Protection), VISA, the India Institute for Enchancment and Evaluation in Banking Know-how or “IDRBT”
(the Certifying Authority for the Indian Banking and Financial Sector, licensed by the Controller of Certifying Authority, Authorities
of India, for issuing Digital Certificates), and further not too way back the PWC India’s Worldwide Financial Service Centre or “IFSC”
(set-up to undertake financial firms transactions which could be presently carried on exterior India by overseas financial institutions and
overseas branches / subsidiaries of Indian financial institutions), in reference to embedded financial firms merchandise and embedding
dwelling charge schemes utilizing the Agency’s utilized sciences. In addition to, the Agency is in steady engagement with financial
institutions and enterprises inside the India space to supply entry the Agency’s product portfolio, and with respect to integrations
with Visa CyberSource and Visa Direct, which provides potential vital price as it should allow us to service or license to any Visa
member monetary establishment or enterprise worldwide that’s enabled with the Visa Charge Facilitator. Visa Charge Facilitator shopping for is a charge
processing service licensed to member banks by means of important card schemes resembling Visa, MasterCard, Amex, and Uncover.
The
Agency’s 2018 launch of Granularchain.com created an important different for the Agency, as these choices cater to larger
enterprises required to meet the EKYC requirements. Granularchain.com is a multi-link relationship administration decision for Signature
seize EKYC for the financial {{industry}}, which allows financial institutions and enterprises to create, scenario and deal with securely a QR
engine-exchange for permission-based “invitation solely” entry of client profiles, paperwork, digital signatures, for firm
or explicit individual prospects. Granularchain.com makes use of a blockchain token to create tamper-resistant encryption of data contained in the system, nevertheless neither
Granularchain.com nor the Agency logs or maintains any client data. Neither Granularchain.com nor the Agency are involved inside the issuance
or administration of any cryptocurrency issuances or selections. Please see our “Hazard Components” for added information referring to
the utilization of blockchain parts. Considered one of many additional broadly acknowledged inherent risks associated to the
blockchain pertains to the 51% vulnerability, which can permit an attacker to interrupt down the consensus mechanism and assume administration over
the blockchain.
The
Agency’s progress in India has led to our establishment of various strategic alliances, along with:
| ● | Mumbai Fintech Hub – A Authorities of Maharashtra Initiative for implementation and promotion of Fintech inside the State, located Mumbia, inside the Financial and Monetary capital of India. |
| ● | Compuage Infocomm India Ltd. – A big distributer in India with roughly 12500+ on-line and offline retailers, resellers and system integrators in SAARC Space |
| ● | Wipro Ltd. – An IT & ITES service agency and integration agency with a market cap of $8B USD. Wipro caters to the EU, Heart East and Africa areas, giving the Agency entry to with Banks, Financial Institutions, Organizations and Governments inside the areas. |
| ● | Redington India Ltd. – An in-principal approval to entry their distribution channel of 37,500 Channel Companions and Resellers inside the India and SAARC areas, Heart East, Africa, and South East Asia. |
| ● | IDBRT (Institute for Enchancment and Evaluation in Banking Know-how) – Established by the Reserve Monetary establishment of India, is a novel institution focused solely on Banking Know-how. The Agency works rigorously with the group to assist them with revolutionary experience for Indian banks |
In
2020, the Agency launched three additional SaaS platforms to meet the needs of points raised by the COVID-19 Pandemic, which created
extra options in education experience (“Edtech”), Telemedicine, and pre-screening security utilized sciences. Our response
to this was our launch of our Eschool.packages, Phaces.io, and Doctor-Vid software program program platforms, which can be having success with options
in cloud merchandise distribution inside the India and the SARC areas. All through this time, the Agency began planning its progress plan into
Blockchain, Non-Fungible Token (NFT), Digital Token issuances, and Smart Contracts as an alternative funds scheme.
Present
Developments
In
2021, the Agency focused on quite a few enterprise engagements for the occasion of its distributor product sales channel, along with our engagement
with ITD Cloud, a US based totally distribution agency with over 30 resellers in experience VoIP firms inside the US. we moreover engaged a big
distributer, Compuage Infocomm India, which has over 10,000 resellers all by India, and the SARC and EMEA areas. Compuage Infocomm
India’s important purchasers are banks and telecoms. This engagement turned a strategic entry degree for promoting by means of experiences
inside the self-discipline networks. This engagement provided the Agency with a wider attain to methodology and supply customers with the experience suite
by means of this partnership. In addition to, all by 2021 – 2022, the Agency engaged with different charge companions worldwide, along with:
| ● | XCoop. A corporation which provides firms to Latin America growing the attain of our charge rails in LATAM. | |
| ● | Unified Signal. A corporation with over 44 Million Pockets Buyers. | |
| ● | FacilitaPay. This integration provides Charge and a Monetary establishment as a Service (BaaS) platforms for firms across the globe that desires to hook up with the LATAM financial ecosystem and infrastructure. | |
| ● | FISERV: This offering provides PCI Compliant PoS and MPoS models giving Card present selections to our customers in North America | |
| ● | XE: This engagement provides an entire range of overseas cash firms and merchandise, along with our Foreign exchange Converter, Market Analysis, Foreign exchange Data API and quick, easy, secure Money Transfers for folks and corporations. | |
| ● | Cambioreal. This engagement facilitates worldwide money remittance in Brazil and the US. | |
| ● | AnyPay: A model new technique of accepting funds inside the Philippines. The Anypay platform was constructed by the Agency and is an ecommerce charge cart and pockets for retailers and folks inside the Philippines by means of our minority stake in XPay World. The platform is backed by the PF license that was granted to Xpay World from Paymaya, which is a subsidiary of the most important telecom firms inside the Philippines. | |
| ● | Cellulant: The engagement expands our attain inside the African sub-continent in roughly 26+ nations. |
The
Agency moreover expanded different merchandise in reference to our psychological property portfolio, defending abreast of market requirements,
along with:
| ● | NFT Restricted Assortment: A NFT minting, issuing, publishing and shopping for and promoting platform. |
| ● | A Bots Life: An AI-driven chat bot for organizations to interact with customers on parts along with product sales inquiry, help, product stroll by means of, regtech analysis and further. |
Our
persevering with approach is to develop a seamless portfolio of specialized {{industry}} charge experience wireframes, marketplaces and to allow
our purchasers to “Mannequin As Their Private” for e-commerce and E-POS semi-integrated choices on the cloud and mobile infrastructures
to market and permit their portfolios of outlets and prospects. The tip result’s a robust performing lineup of middleware’s that
mix merely with different types of charge {{industry}} financial institutions and processors creating a robust gateway. We purpose
banks and Third Event Processors for host issuing, shopping for and native charge {{industry}} firms with an present service supplier portfolio
mix that’s ready for a breadth of trending utilized sciences which incorporate each little factor from funds, blockchain to social-media advantages
for his or her purchasers with an built-in price matrix to their gateways to supply seamless activations and revenues.
On
September 20, 2019, the Agency entered into an settlement to license its experience to XPAY World Firm (“XPay”) in
the Philippines in alternate for seven % of XPay’s glorious shares of widespread stock. Pursuant to this settlement, the Agency
and XPay labored in collaboration to develop and produce to market a funds {{industry}} certification PCI inside the Philippines, and to introduce
the Agency’s entire experience portfolio into the India market. In addition to, the Agency developed the Anypay.ph platform for
Xpay to ship to market a charge decision for onboarding micro service supplier accounts by means of the charge facilitator and third celebration processors
licenses. Xpay was sponsored by PayMaya the subsidiary of Smart Telecom and KKR Group Investments.
On
June 25, 2021, the Agency entered into a purchase order order of provide code settlement with Acquisition Botberries Inc. in India to amass a reproduction
of its provide code with embedded artificial intelligence for the Agency to fast-track the experience in its private platforms for an enhanced
digital assistant and purchaser experience. The Agency’s “Abotslife” experience in its IP portfolio and its Chat Bot
Ai experience provide library permits the Agency to advance manufacturing of digital purchaser relationship administration and develop a digital
assistant decision for firms to service purchasers with Artificial Intelligence and self -service automation methods.
A
new digital market is popping into additional favorable to the thought of Metaverse and embracing Crypto, NFT and Blockchain. The Agency has strategically
developed a set of platforms which permit organizations and communities to deploy faster with a view to satisfy the expectations and preferred
engagement environments of in the mean time’s purchasers. Not solely can an individual now launch a coin inside the digital market, nevertheless folks
can make sure that these money current the individual with an added price goal which turns into the driving energy to interact all the neighborhood
members at huge.
In
early 2022, we began the occasion and deployment of three new platforms inside the Blockchain sector, as follows:
| 4. | NFT Restricted Assortment (http://www.nftlimitedseries.com). A platform which supplies the distinctive means to curate in sequence quite a few NFTs, thus making a restricted assortment. NFT Restricted Assortment is a model new addition to the Agency’s Ecoverse, designed to “Mint your NFTs”. |
This
platform moreover provides a digital tour of the NFT market allowing folks to flick by their selections, choose from the store
and purchase. Artists, firms and folks can mint & present their merchandise / firms and NFT inside the market and place
a bid risk inside a specified timeframe.
| 5. | OriginatorX (http://originatorx.com). A platform which “underwrites” your full issuing, publishing and auditing strategy of the Digitization of Debt, Equity or Patents into Tokens or Crypto Money. The platform delivers a robust administration and audit software program to Downside ERC20 Tokens and streamlines them into the model new world monetary system via SmartContract Auctions. “Underwriting” refers again to the strategy of compiling all agency data, (e.g. firm, licensed, and administration information, and so forth.) required to be collected and verified, and accredited for approval. That’s the equal of a banking institution’s “KYC” course of for a assured debt observe, whereby the issuer of the observe ought to submit the data and development of the product to be tokenized proper right into a digital token. The offering of the token or digital debt / asset and valuation along with the utmost present and pointers of engagement, additionally known as Tokenomics, ought to all be included as part of the underwriting course of. |
| 6. | MetaRealm.firm (https://metarealm.firm). An firm platform for VR and AR viewing with an enhanced service creator studio for digital retailers. |
The
design of these combined strategies for the money launched by an enterprise incorporates a multi-tenant multi-industry decision, “Tokenomics”
– allowing onboarding retailers a market the place they add their merchandise, firms and offers. The neighborhood members use their
money to commerce, alternate or redeem to purchase or remit. Extra, the service supplier engages with the patrons by means of different methods of
engagement i.e., Loyalty Rewards purposes, Retail, E-gaming and Esports.
Our
combination of platforms permit a company or a neighborhood to create a self-sustaining eco-system to launch their very personal money and market,
for folks and retailers, with an engagement software program to ensure a faster go to market approach.
One
occasion of our dwell enterprise use case software program is our client, Shekel Coin. This coin is launched for a neighborhood creating an ecosystem
to interact folks and retailers and guaranteeing that each one the necessity of a given household is fulfilled with inside the Metaverse of their
private making. We focus on with this as, “Metaverse in Movement, as in distinction to most Metaverses, our approach provides all {{that a}} individual may need
imagined with a hands-on life software program and utilization.
It
is apparent that with the mass adoption of Digital and Augmented Actuality, and the popularity of Metaverses and Digital Realms, the next
part for enterprises and financial institutions will seemingly characterize the necessity to enter these new market segments and channels.
Our perform is to supply the utilities and tooling required to ship the shopper journey for b2b, b2c, b2b2c and p2p channels. The Agency
has opened its design studio for AR & VR design beneath the marketable space, Metarealm.firm, to provide our purchasers the pliability
for digital collaborations.
XPay
Worldwide Overview
XPAY
Worldwide Firm (“XPay”) is Philippines-based and globally deployed boutique experience choices provider that delivers
the latest Digital Transition and Financial utilized sciences obtainable in the mean time. The Agency holds a seven % minority stake in XPay. The
Agency’s partnership with XPay provides for a charge experience known as a Terminal Administration Decision (TMS), which allows for
experience functions that require Android Degree of Sale terminals to hurry up firms to the Agency’s South East Asia customers
for his or her Digital Transformation and Charge initiatives. Xpay works rigorously with customers from inception (prototyping, planning), by means of
designing and establishing part, to the completion of the provision chain (deploying, managing) and fills any gaps in digital operations and
charge approach with a customized decision. XPay provides all required sources to lift a corporation’s Digital Charge and Market
and White-labels their licensed charge infrastructure to lift customers to a premier charge provider to their shopper and institutional
market.
Firms
supplied by XPay:
| ● | PCI Compliant Distant TMS Host, which includes a Service supplier Administration Platform, Charge Swap and e-Commerce gateways | |
| ● | AWS Web internet hosting | |
| ● | EMV PoS Android System Certification | |
| ● | MPoS built-in and licensed | |
| ● | E-Commerce Cart | |
| ● | Digital Terminal | |
| ● | Blockchain AI | |
| ● | Charge Facilitation License (Philippines): VISA, MasterCard, JCB, AMEX (USD &PHP) | |
| ● | Third Event processor License in progress: : VISA, MasterCard, JCB, AMEX (USD &PHP) | |
| ● | Aggregator for Gcash & Maya Great wallets Philippines |
The beneath desk demonstrates
the Non-public Card Knowledge, or, “PCI”, and techniques of contact for card charge flows, utilizing the XPay Terminal Administration
Host Swap for EMV POS (Euro MasterCard Visa chip and pin compliant charge terminals) models and card acceptance for Card Present
Transactions by Xpay. “Terminal Administration Host Swap” or “TMS” is a charge card acceptance platform for point-of-sale
terminals and e-commerce carts. The column on the left specifies the license or certification requirement as part of the PCI which Xpay
has achieved and maintains as an {{industry}} commonplace. “PCI” is an {{industry}} commonplace requirement for “Non-public Card Knowledge”
security. The column on the correct describes utilization beneath explicit licenses or certifications granted by the sponsor acquiror of report
inside the respective nation.
| Charge Processing | |
| License/ Certification | Description |
| PCI-DSS L3.2.1 Licensed | Considered one of many first smart Cloud Charge Processing switches to be constructed and PCI licensed on AWS Cloud servers all through the entire spectrum of the charge universe, allowing plug-and-play white-labeling at a fraction of the related charge and time for Enterprises and Financial Institutions. |
| Charge Facilitator and Third-Event Processor Licenses | The one charge facilitator and third-party processor License issued by PayMaya to Xpay inside the Philippines (beforehand the subsidiary of Smart Telecom and now neutral by means of investments by KKR Group Investments). Card types accepted: Visa, Mastercard, JCB, AMEX, WeChatpay, Alipay, PayMaya, Gcash, GrabPay*, and BancNet* Processing in USD and PHP USD and PHP and settlement of funds. Constructed notably for infinite plug-ins of charge methods, along with nevertheless not restricted to: Fiat, E-Cash, Loyalty, and Cryptocurrencies |
| On-line Charge System (OPS) Registration | Regulated by the Central Monetary establishment of the Philippines​ (Bangko Sentral Ng Pilipinas) |
| AML Licensed | Regulated by Philippines Anti-Money Laundering Council |
| Visa Direct | Interconnectivity for Card-to-Card Swap as part of the Visa All over the place Initiative |
Xpay
World Construction
Philippines
Enterprise Enlargement
XPay
Philippines’ flagship client is Packworks Ventures, Inc., which provides enterprise helpful useful resource planning (“ERP”) and totally different
enterprise software program program choices to larger than 150,000 sari-sari retailers all by the Philippines. Packworks’ decision is deployed
as a experience layer that covers the entire sari-sari price chain, along with inventory ordering from the Mannequin Principals selling to resellers,
or, “mega sari sari retailers”, and the reselling train to the smaller retailers, or, “micro sari sari retailers”.
Packworks,
using software program program integrations with XPay’s charge platform and the Agency’s proprietary utilized sciences will ship price added
financial firms. The preliminary ranges are underway and embody charge acceptance, loyalty, and pockets issuing. Later ranges will embody
mortgage, insurance coverage protection, and checking account origination, amongst others.
Upcoming
Licensing Alternate options
XPay
Philippines is engaged in superior negotiations for the acquisition of a purpose agency holding Philippine Central Monetary establishment licenses for
Digital Money Issuing, Digital Asset Service Provider (crypto overseas cash), and Remittance Swap Agency.
Potential
Acquisition of Additional XPay Singapore Equity
The
Agency and XPay Singapore have entered discussions for the Agency’s acquisition of additional shares of XPay Singapore in consequence
of XPay Philippines’ provide of the enterprise engagement with Packworks, which is due to worthwhile collaboration and integration
of the Agency and the XPay Charge Platform.
Axepay
Inc.
The
Agency’s partnership with Axepay Inc., a Canadian firm (“Axepay”), commenced in 2016 to allow for cross-border
funds along with China. Axepay.com is a direct service to market platform for cross-border funds. The enterprise model depends on
embedded partnerships with financial service suppliers (financial institutions, MSBs, PSPs, EMIs and totally different charge service and abroad
alternate suppliers which could be regulated inside the funds change, remittance, and abroad alternate commerce desk industries. Our financial service
companions have an important perform inside the Axepay infrastructure as Axepay.com is a experience decision and the platform provides the digital
signature affirmation of instructions to our financial firms companions on behalf of our customers and supreme end-users. Any funds
transferred funds or funds made using the Axepay platform are transferred by quite a few of our financial firms companions, relying
on the kind and methodology of charge. We presently have a giant roster of financial service companions in a position to deploy and we proceed to
uncover and finalize additional suppliers to develop the financial service ecosystem of Axepay.
2022
Private Placement
On March 10, 2022 (the “Issuance
Date”), the Agency entered proper right into a Securities Purchase Settlement with Leonite Fund I, LP, an accredited investor (the “March
2022 Investor”), to supply for the sale by the Agency to the March 2022 Investor of a Senior Secured Promissory Discover inside the mixture
principal amount of $568,181.82 (the “March 2022 Discover”, and, the “Financing”), to be paid by the March 2022 Investor
to the Agency in two tranches (each, a “Tranche”). The first Tranche consists of a charge by the March 2022 Investor to
the Agency on the Issuance Date of $250,000, from which the March 2022 Investor retained $10,000 to cowl its licensed fees. A second Tranche
consisting of $250,000 will in all probability be paid by the March 2022 Investor to the Agency upon the Agency attaining net earnings in additional of $45,000
in two (2) consecutive calendar quarters in the midst of the 12 month interval following the Issuance Date, a lot much less $5,000 which the March 2022 Investor
will retain to cowl its licensed fees, resulting in an mixture amount of as a lot as $500,000 in full proceeds to be obtained by the Agency
inside the Financing. The principal amount of the March 2022 Discover consists of an Genuine Downside Low price of $68,181.82 (the “OID”),
resulting in an mixture of as a lot as $500,000 in full proceeds obtained by the Agency inside the Financing. The OID will in all probability be earned upon each
Tranche on a pro-rata basis. (As an example: upon the advance of the first Tranche, $34,090.91 will in all probability be added to the principal amount of
the wonderful Discover together with the amount superior, and the entire amount owed, or the entire principal amount, will in all probability be $284,090.91.)
Together with the March 2022 Discover, the March 2022 Investor moreover obtained (i) 3,000,000 shares of widespread stock of the Agency (the “Shares”),
and (ii) a typical share purchase warrant (the “Warrant”, and together with the March 2022 Discover and the Shares, the “Securities”)
to amass 5,000,000 shares of widespread stock of the Agency. The Warrant is exercisable for five(5) years at an practice price of $0.12
per share. The closing of the Financing inside the amount of $250,000 occurred on March 10, 2022.
The
maturity date (the “Maturity Date”) for each Tranche is on the end of the interval that begins on the date each Tranche is
superior and ends twelve (12) months thereafter, and curiosity associated to the March 2022 Discover will reset every day and accrue at a worth
equal to the upper of 14% annually or WSJ Prime plus 6%, which is payable month-to-month by the Agency. The March 2022 Discover is also pay as you go
by the Agency in full or partially at any time, at 110% of the wonderful principal and accrued curiosity. Throughout the event of default by
the Agency of the March 2022 Discover, any amount of principal plus curiosity due will bear curiosity on the lesser of the velocity of 24% per
annum or the utmost licensed amount permitted by regulation. The March 2022 Discover and the Warrant carry commonplace anti-dilution provisions. In addition to,
pursuant to the March 2022 Discover we agreed to file a Kind S-1 Registration Assertion to register the Securities. The March 2022 Discover might
be accelerated if an event of default occurs beneath the phrases of the March 2022 Discover, along with, nevertheless not restricted to, the Agency’s
failure to pay principal and curiosity when due, certain chapter events or if the Agency is delinquent in its SEC filings. The Warrant
won’t be exercised by the March 2022 Investor into larger than 4.99% of the Agency’s glorious widespread stock at any degree in
time.
If
earlier to the Maturity Date, the Agency enters a subsequent financing on phrases which could be additional favorable to the investor(s) inside the subsequent
financing than the phrases of the Financing, the phrases of the Financing will in all probability be amended to include such greater phrases so long as the March
2022 Discover is superb. In addition to, the March 2022 Investor has the correct of first refusal on any financing so long as the March 2022
Discover is superb. Furthermore, the March 2022 Investor has the correct to be repaid 100% of the remaining stability of principal and
curiosity beneath the March 2022 Discover from the online cash proceeds of any future financing or asset sale closed on by the Agency, provided,
nonetheless, that the reimbursement obligation will solely be related to as a lot as 50% of the first $500,000 inside the mixture generated by the Agency
from any future financing proceeds. Extra, the March 2022 Investor has the correct to participate in any future offering by the Agency
for a interval of eighteen (18) months from the Issuance Date for an amount as a lot because the Financing amount in strict accordance with the phrases
of such future offering. In addition to, the Agency is required to file a Registration Assertion on Kind S-1 with the SEC to register the
Shares, and the shares of widespread stock issuable upon practice of the Warrant.
The
obligations of the Agency beneath the March 2022 Discover characterize a main priority security curiosity and rank senior with respect to any
and all indebtedness of the Agency present earlier to or incurred as of or following the preliminary Issuance Date. The obligations of the
Agency beneath the March 2022 Discover are secured pursuant to the Security and Pledge Settlement entered into between the Agency and the
March 2022 Investor on the Issuance Date. So long as the Agency has any obligation beneath the March 2022 Discover, the Agency received’t incur
or endure to exist or guarantee any indebtedness that’s senior to or pari passu with the Agency’s obligations beneath the March
2022 Discover. The March 2022 Discover is secured by the property of the Agency.
The
Agency claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)
for the non-public placement of the Securities pursuant to Half 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated
beneath the Securities Act. The March 2022 Investor is an accredited investor as outlined in Rule 501 of Regulation D promulgated beneath
the Securities Act. The March 2022 Discover is a debt obligation arising except for inside the unusual course of enterprise which constitutes
a direct financial obligation of the Agency.
The
foregoing information is a summary of each of the agreements involved inside the transactions described above, won’t be full, and is licensed
in its entirety by reference to the entire textual content material of those agreements, each of which is linked an exhibit to this prospectus. Readers should
evaluation these agreements for a complete understanding of the phrases and circumstances associated to this transaction.
Our
Prospects
At current,
the Agency’s enterprise is concentrated on servicing a regularly rising guidelines of customers, software program program vendor companions inside the
fintech sectors, and charge card networks which can be all integral parts of our strategic plan to hurry up purchaser activations and
generate licensing fees and recurring transactional revenues. Our purchasers, ICICI Monetary establishment of India, Contact Innovation, Inc., Membership UBCTV,
and Axepay Inc., and further not too way back, Unified Signal, Shekel World, Arclay, and Franchise Commerce, are all concrete examples of our progress
potential. All of the Agency’s purchasers are occasions to a daily settlement that consists of licensing, session/progress,
and eventually funds processing which may embody cross-border FX funds.
Financial
Estimates Calculator – Charge Rails
Forecast:
Financial Institution, Enterprise, and Service supplier Purchaser Onboarding:
| Yr | Financial Institutions & MSB’s* | Retailers per Financial Institution | Enterprise Buyers | Retailers |
| 2022 | 8 | 15,000 | 10 | 5,000 |
| 2023 | 15 | 20,000 | 100 | 7,500 |
| 2024 | 25 | 25,000 | 250 | 10,000 |
*MSB
denotes Money Service Enterprise
Aim:
For each financial institution and money service enterprise, we estimate a minimal widespread dimension of two million purchasers and the number of
retailers set out inside the above desk ratio. For each enterprise the minimal widespread dimension of 100,000 purchasers could be enrolled and activated
immediately or by means of their respective retailers. The low widespread used is taken under consideration the premise bottom-line transaction dimension inside the current
market.
Frequent
purchaser transactions range from ten (10) situations per 12 months to as so much as twelve (12) situations month-to-month and even every day counting on the popularity,
effectivity, and worth effectiveness of the merchandise supplied.
Licensing
Targets
Financial
Institution, Enterprise, and Service supplier Purchaser Onboarding:
| Yr | Licenses | Retailers per License | Clients per Buyers | Option to Purchase with (5% 4-year royalty) |
| 2022 | 20 | 15,000 | 150,000 | 2 |
| 2023 | 80 | 20,000 | 1.5 million | 8 |
| 2024 | 200 | 25,000 | 5 million | 40 |