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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ________________

Commission file number ~~000~~001-~~53361~~40701

~~BITNILE METAVERSE~~RISKON INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		30-0680177
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

303 Pearl Parkway, Suite 200, San Antonio, TX	78215	(800) 762-7293
11411 Southern Highlands Pkwy, Suite 240, Las Vegas, NV	89141	(800) 762-7293
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		BNMV		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September 30, ~~2022~~2023, the aggregate market ~~value~~ value of the registrant’s common stock held by non-affiliates of the registrant was $301,~~023~~512,~~598~~503 based on the closing sale price as ~~reported~~ reported on the Nasdaq Stock Market of $390.008403. Shares of the registrant’s common stock held by executive officers, directors or 10% beneficial owners and by each other person who may be deemed to be an affiliate of the registrant have been excluded from this computation. ~~This~~ This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

There were 232,~~522~~666,~~816~~241 shares of common stock outstanding as of July 10 12, ~~2023~~2024.

Documents incorporated by reference: None

~~BITNILE~~RISKON ~~METAVERSE~~INTERNATIONAL, INC. AND SUBSIDIARIES

FORM 10-K

FOR THE FISCAL YEAR ENDED MARCH 31, ~~2023~~2024

INDEX

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1413
Item 1B.	Unresolved Staff Comments	3945
Item 2.	Properties	39
Item 1C.	Cybersecurity	45
Item 3.	Legal Proceedings	39
Item 2.	Properties	46
Item 4.	Mine Safety Disclosures	40
Item 3.	Legal Proceedings	47
Item 4.	Mine Safety Disclosures	47
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4148
Item 6.	Reserved	4148
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4248
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5657
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	5758
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5758
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	5859
Item 11.	Executive Compensation	63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
Item 13.	Certain Relationships and Related Transactions, and Director Independence	6766
Item 14.	Principal Accountant Fees and Services	6867
PART IV
Item 15.	Exhibits and Financial Statement Schedules	6968
Item 16.	Form 10-K Summary	7270
Signatures		7371

iCAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

~~NOTE~~This ~~ABOUT~~Annual ~~FORWARD~~Report on Form 10-~~LOOKING~~K ~~STATEMENTS~~(the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Report is filed, and we do not intend to update any of the forward-looking statements after the date this Report is filed to confirm these statements to actual results, unless required by law.

This ~~Annual~~ Report onalso ~~Form~~contains ~~10-K~~estimates ~~(the~~and ~~“Annual Report”)~~other ~~contains~~statistical ~~forward-looking~~data ~~statements~~made by ~~within~~independent ~~the~~parties ~~meaning~~and ofby ~~Section~~us ~~27A~~relating ofto ~~the~~market ~~Securities~~size ~~Act~~and ofgrowth ~~1933,~~ and ~~Section~~other ~~21E~~industry ~~of the~~data. ~~Securities~~These ~~Exchange~~data ~~Act~~involve a number of ~~1934~~assumptions and limitations, asand ~~amended.~~you ~~These~~are ~~statements~~cautioned ~~relate~~not to ~~future~~give ~~events~~undue orweight ~~our~~to ~~future~~such ~~financial performance~~estimates. We have ~~attempted~~ tonot ~~identify~~independently ~~forward-looking~~verified ~~statements~~the bystatistical and ~~terminology~~other ~~including~~industry ~~“anticipates,”~~data ~~“believes,”~~generated ~~“expects,” “can,”~~by ~~“continue,”~~independent ~~“could,”~~parties ~~“estimates,”~~and ~~“expects,”~~contained ~~“intends,” “may,”~~in ~~“plans,”~~this ~~“potential~~Report and,” ~~“predict~~accordingly,” ~~“should”~~we orcannot ~~“will”~~guarantee ~~or the~~their ~~negative of these terms~~ accuracy or ~~other~~completeness, ~~comparable~~though ~~terminology.~~we ~~These~~do ~~statements~~generally ~~are~~believe ~~only~~the ~~predictions;~~data ~~uncertainties~~to ~~and~~be ~~other~~reliable. ~~factors~~In ~~may cause our actual results~~addition, ~~levels of activity~~projections, ~~performance~~assumptions orand ~~achievements~~estimates toof beour ~~materially different from any~~ future ~~results, levels or~~ ~~activity,~~ performance orand ~~achievements~~the ~~expressed~~future orperformance ~~implied~~of bythe ~~these~~industries ~~forward-looking~~in ~~statements.~~which ~~Although~~ we ~~believe~~operate ~~that~~are ~~the~~necessarily ~~expectations reflected~~subject into ~~the~~a ~~forward-looking~~high ~~statements~~degree ~~are~~of ~~reasonable,~~uncertainty weand risk ~~cannot~~due ~~guarantee~~to ~~future~~a ~~results,~~variety ~~levels~~ of ~~activity~~factors, ~~performance~~including orthose ~~achievements. Our~~described ~~expectations~~in ~~are~~“Risk asFactors” ofand ~~the~~elsewhere ~~date~~in this ~~Annual~~ Report. isThese ~~filed,~~ and weother factors docould ~~not~~cause ~~intend~~results to ~~update~~differ ~~any~~materially offrom ~~the~~those ~~forward-looking~~expressed ~~statements after~~in the ~~date~~estimates ~~this~~made ~~Annual~~by ~~Report~~the isindependent ~~filed~~parties toand ~~confirm these statements to actual results, unless required~~ by ~~law~~us.

This Annual Report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Annual Report and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this Annual Report. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

RISK FACTOR SUMMARY

Below is a summary of the principal factors that make an investment in our common stock speculative. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this ~~Annual~~ Report and our other filings with the SEC before making investment decisions regarding our common stock.

● We have incurred significant losses since inception, and we may continue to incur losses and negative cash flows in the future;.

●

We will need to raise additional capital to fund our operations in furtherance of our business plan.

●

We have an evolving business model, which increases the complexity of our business.

● ~~There~~We ~~are~~recently ~~various~~formed ~~inherent~~and ~~risks~~launched ~~related~~askROI.com, ~~to the Company’s planned spinoffs~~BitNile.com, ~~including~~RiskOn360 ~~but~~and ~~not~~GuyCare ~~limited~~and ~~to,~~have ~~the~~recently ~~risk~~started oftheir ~~change~~operations; inthere ~~record~~are ~~date~~inherent byrisks anrelated ~~external~~to ~~regulator, delays in~~ the ~~effectiveness~~viability ~~of registration statements,~~ and ~~the~~success ~~transfer~~ of ~~intellectual~~new ~~property and litigation;~~businesses.

● WeThe ~~recently~~Series ~~acquired BitNile.com~~B, ~~Inc.;~~Series ~~its~~C ~~risks~~and ~~have~~Series ~~become~~D ~~ours,~~preferred asstock itcould isresult ~~currently~~in ~~our~~significant ~~principal~~dilution ~~operating~~if ~~business~~or when converted into common stock.

● ~~The~~Our ~~Series~~subsidiary BAgora and ~~Series~~its Csubsidiaries ~~preferred~~are ~~stock,~~currently ~~if approved for by our shareholders, could result~~ in ~~significant~~bankruptcy ~~dilution when converted into common stock;~~proceedings.

● There are various inherent risks related to the Company’s non-core digital asset hosting business in Agora.

● There are various inherent risks related to the Company’s non-core intellectual property in Zest Labs.

●

Our holding company model presents certain additional risks.

●

Our growth strategy is subject to a significant degree of risk.

●

We are heavily dependent on our senior management, and a loss of a member of our senior management team could cause our stock price to suffer.

●

If we fail to anticipate and adequately respond to rapid technological changes in our principal industry, including evolving industry-wide standards, in a timely and cost-effective manner, our business, financial condition and results of operations would be materially and adversely affected.

● We may be significantly impacted by developments and changes in laws and regulations, including increased regulation of the crypto asset industry.

● If we do not continue to satisfy the Nasdaq Stock Market LLC’s continued listing requirements, our common stock could be delisted from Nasdaq. In particular, on June 21, 2023, we received a letter from Nasdaq notifying us that we have violated Nasdaq’s voting rights rule set forth in Listing Rule 5640.

●

Our common stock price is volatile.

ii● Risks relating to maintaining an active, liquid and orderly trading market for our common stock as a result of our delisting from trading on the Nasdaq Capital Market of the Nasdaq Stock Market LLC.

PART I

ITEM 1.

BUSINESS

~~Unless~~As ~~the context otherwise indicates or requires, all product names and trade names~~ used in this ~~Annual~~ Report, onthe ~~Form~~terms ~~10-K~~“we,” “us,” ~~(this~~“our,” “~~Annual~~RiskOn ~~Report~~International,”) ~~are~~“ROII” and the “Company’s” ~~trademarks,~~mean ~~although~~RiskOn ~~the~~International, ~~“®”~~Inc., ~~and~~a ~~“™”~~Nevada ~~trademark~~corporation ~~designations~~and ~~may~~its ~~have~~consolidated ~~been~~subsidiaries, ~~omitted~~unless otherwise indicated.

As used in this Annual Report, the terms “we,” “us,” “our,” “BitNile Metaverse” and the “Company” mean BitNile Metaverse, Inc., a Nevada corporation and its consolidated subsidiaries, unless otherwise indicated.Overview

~~Overview~~On November 1, 2023, BitNile Metaverse, Inc. changed its name to RiskOn International, Inc. and its ticker from BNMV to ROI, which became ROII when trading of the shares of our common stock (the “Common Stock”) was suspended by Nasdaq on February 28, 2024. We are a holding company incorporated in the State of Nevada on November 19, 2007. The change in the name and ticker were undertaken to emphasize our commitment to developing a vertically integrated community while creating a seamless and enriched user experience.

~~BitNile~~We ~~Metaverse~~own 100% of BitNile.com, Inc. (“BNC”), including the BitNile.com Metaverse~~” or~~ platform (the “~~Company~~Metaverse”). isThe aMetaverse, ~~holding~~which ~~company,~~went ~~incorporated~~live into the ~~State~~public ~~of Nevada~~ on ~~November 19, 2007. Through~~ March 311, 2023, allows users ~~the~~to ~~Company’s~~engage ~~former~~with ~~wholly~~a ~~owned~~new ~~subsidiaries~~social ~~with~~networking ~~the~~community ~~exception~~and ofpurchase ~~Agora~~both ~~Digital~~digital ~~Holdings,~~and ~~Inc~~physical products while playing 2D and 3D immersive games., We aalso ~~Nevada~~wholly ~~corporation~~own RiskOn360, Inc. (“~~Agora~~RiskOn360”) ~~and~~, ~~Zest~~formerly ~~Labs,~~Ault ~~Inc.~~Iconic, aand ~~Nevada~~GuyCare, ~~corporation~~Inc. (“~~Zest Labs~~GuyCare”). ~~have~~RiskOn360 organizes ~~been~~and ~~treated~~holds ~~for~~business ~~accounting~~training ~~purposes~~conference asand ~~divested.~~learning ~~See~~seminars ~~below~~on certain dates and in ~~Note~~ 1certain ~~“Organization~~cities ~~and~~across ~~Summary~~the ofUnited ~~Significant~~States; RiskOn360 ~~Accounting~~held ~~Policies”~~one ~~and~~event ~~Note~~during 2the ~~“Discontinued~~twelve ~~Operations~~months ended March 31, 2024.” ~~As a~~GuyCare ~~result~~was offormed ~~the~~in ~~divestitures,~~September ~~all~~2023 ~~assets~~and provides men’s health and ~~liabilities~~wellness services as a core part of ~~the~~creating ~~former~~a ~~subsidiaries~~sound ~~have~~and ~~been~~successful ~~reclassified~~individual toexperience; ~~discontinued~~GuyCare ~~operations~~opened its first clinic onin ~~the~~January ~~consolidated~~2024. ~~balance~~We ~~sheet~~are ~~for~~developing ~~March~~askROI.com 31(“askROI”), ~~2022~~an ~~and~~artificial ~~all~~intelligence ~~operations~~(“AI”)- ofpowered ~~these~~software-as-a-service (“SAAS”) ~~companies~~platform ~~have~~through ~~been~~ROII. ~~reclassified~~askROI will utilize a licensed large language model (“LLM”) to ~~discontinued~~provide ~~operations~~businesses with intelligent data analysis, actionable insights, and ~~loss~~decision onsupport. ~~disposal~~The onplatform ~~the~~is ~~consolidated~~designed ~~statements~~to ofintegrate ~~operations~~with ~~for~~existing ~~the~~company tools ~~year~~and ~~ended~~data ~~March~~sources, 31offering solutions for sales, ~~2023~~support, and administrative teams.

~~The~~Key ~~Company’s~~Developments ~~principal~~in ~~subsidiaries consisted of (a) BitNile.com, Inc., a Nevada corporation (“BNC”) which includes~~ the ~~platform~~Fiscal ~~BitNile.com~~Year ~~(the~~Ended ~~“Platform”) and that was acquired by the Company on~~ March 6 31, ~~2023, which transaction has been reflected as an asset purchase, and (b) Ecoark, Inc., a Delaware corporation (“Ecoark”) that is the parent of Zest Labs and Agora.~~2024

On ~~June~~August 1725, ~~2022~~2023, ~~Agora~~we, ~~sold~~along ~~its~~with ~~ownership~~our ~~in Trend~~former ~~Discovery~~subsidiary ~~Holdings~~Zest Labs, ~~LLC~~Inc. to(“Zest aLabs”) ~~non-related third party,~~ and ~~currently~~Zest ~~holds~~Labs ~~only the assets that remain in Bitstream Mining~~Holdings, LLC, ~~its wholly~~ (owned ~~subsidiary.~~by InGary ~~addition~~Metzger, ~~Ecoark~~one ~~sold 100%~~ of ~~Banner~~our ~~Midstream~~current ~~Corp.,~~board inmembers and ~~two~~therefore ~~separate~~a ~~transactions.~~related ~~Ecoark~~party) ~~sold~~ (the ~~oil~~“Purchaser”), ~~and~~entered ~~gas~~into ~~production and~~a ~~service~~stock ~~assets~~purchase toagreement, ~~Fortium~~whereby ~~Holdings~~the ~~Corp.~~Purchaser ~~(renamed~~purchased 100% ~~White~~of ~~River~~the ~~Energy~~issued ~~Corp) (“WTRV”) on July 25, 2022,~~ and ~~sold~~outstanding ~~its~~common ~~transportation services~~stock ~~assets~~of toZest ~~Enviro~~Labs ~~Technologies~~from ~~US,~~us ~~Inc.~~in ~~(renamed~~exchange ~~Wolf~~for ~~Energy~~the ~~Services,~~Purchaser ~~Inc.)~~agreeing ~~(“Wolf~~to ~~Energy”)~~distribute onany ~~September~~net ~~7, 2022.~~proceeds ~~For~~from ~~full~~any ~~details~~new ofor ~~these~~ongoing ~~transactions,~~intellectual weproperty ~~refer~~litigation ~~you~~or to the ~~Current~~sale ~~Reports~~or onlicensing ~~Form~~of ~~8-K~~any ~~filed~~intellectual ~~with~~property ~~the~~of ~~Securities~~Zest ~~and~~Labs ~~Exchange~~to ~~Commission~~our shareholders ~~(“SEC”)~~of onrecord ~~June~~as ~~21,~~of ~~2022,~~November ~~July 29~~15, 2022. ~~and~~As ~~September~~a 12result, ~~2022.~~Zest WeLabs ~~have~~is ~~removed~~no ~~all~~longer ~~pertinent~~our ~~information~~subsidiary. ~~pertaining~~All to the ~~Trend~~ ~~Discovery~~assets ~~Holdings, LLC,~~ and ~~Banner~~liabilities ~~Midstream~~have ~~Corp~~been ~~operations~~assumed by ~~from~~the ~~this~~Purchaser ~~Annual~~and ~~Report,~~we ~~and~~recorded ~~instead~~a ~~have~~gain ~~focused~~of ~~our~~$683,152 ~~disclosure~~from ~~solely on~~the ~~our~~disposal ~~current~~of ~~operations~~Zest Labs.

~~Key~~On ~~Developments~~November 1, 2023, our wholly owned subsidiary, Agora Digital Holdings, Inc. (“Agora”) and Bitstream Mining LLC (“Bitstream”), Agora’s sole operating subsidiary, filed petitions for Chapter 7 bankruptcy in the ~~Fiscal~~United ~~Year~~States ~~Ended~~Bankruptcy ~~March~~Court for the Western District of Texas. As a result, we deemed Agora to be a discontinued operation for the years ended March 31, 2024 and 2023. The cases are still pending before the court.

InThrough ~~conjunction~~March ~~with~~31, ~~the~~2024, ~~acquisition~~our offormer ~~BNC~~wholly onowned ~~March~~subsidiaries 6,have ~~2023,~~been ~~the~~treated ~~Company~~for ~~changed~~accounting ~~its~~purposes ~~name~~as ~~from~~divested. ~~Ecoark~~This ~~Holdings,~~Report ~~Inc.~~includes toonly ~~BitNile~~those ~~Metaverse,~~subsidiaries ~~Inc.~~as onof March 2131, ~~2023 and its stock ticker~~2024. ~~symbol~~The ~~was~~comparative ~~subsequently~~financial ~~changed~~statements ~~from~~for ~~ZEST~~the toyear ~~BNMV.~~ended ~~Furthermore, in~~ March ~~2023~~31, 2023 reflect the ~~Company~~operations ~~experienced~~of athose ~~significant~~subsidiaries ~~change~~that inwere ~~its~~sold ~~business~~during ~~model~~the asyear itended ~~shifted~~March ~~its~~31, ~~focus~~2024 onas ~~the~~discontinued ~~Platform,~~operations ~~adapting~~in itthe toconsolidated ~~becoming~~statements aof ~~revenue-generating~~operations ~~model~~ and ~~away~~as ~~from~~assets ~~the~~and ~~legacy~~liabilities ~~subsidiaries~~of ~~Agora~~discontinued ~~and~~operations ~~Zest.~~on ~~The Company also achieved or experienced~~ the ~~following~~consolidated ~~key~~balance ~~developments during the fiscal year ended March 31, 2023 (“FY 2023”):~~sheets.

OnThe ~~June~~Metaverse 8,represents ~~2022,~~a ~~the~~significant ~~Company~~development ~~entered~~in ~~into~~the aonline ~~Securities~~metaverse ~~Purchase~~landscape. ~~Agreement~~By ~~with~~integrating ~~Ault~~various ~~Lending,~~elements ~~LLC~~such ~~(“Ault~~as ~~Lending”)~~virtual markets, ~~pursuant~~real toworld ~~which~~goods ~~the~~marketplaces ~~Company~~and ~~sold~~VIP ~~Ault~~experiences, ~~Lending 1~~gaming,~~200~~ ~~shares of~~social ~~Series A Convertible Redeemable Preferred Stock~~activities, 3sweepstakes,~~429~~ ~~shares of Common Stock~~gambling, and ~~a warrant to purchase shares of Common Stock for a total purchase price of $12~~more,~~000,000.~~ ~~The~~we ~~Series~~aim Ato ~~and~~revolutionize ~~warrant later incurred multiple amendments in order for~~ the ~~Company~~way topeople ~~maintain compliance~~interact ~~with Nasdaq listing standards~~online.

InRiskOn360 ~~conjunction~~organizes ~~with~~and ~~the~~holds ~~transaction~~business ~~with Ault~~training ~~Lending,~~and ~~Company~~coaching ~~determined~~conferences itand ~~was~~learning seminars in ~~the~~certain ~~best~~cities ~~interests~~across ~~of its shareholders that it divest all of its principal operating assets through a series of spin-offs or stock dividends to~~ the ~~Company’s~~United ~~shareholders~~States. ItThe ~~intended~~curated toevents doare sodesigned ~~either~~for bythe ~~engaging in business combinations~~attendees ~~with~~to ~~existing~~learn ~~public~~from ~~companies~~keynote ~~which~~speakers ~~have trading symbols~~ and ~~markets~~panelists ~~like White River Energy Corp (formerly Fortium Holdings Corp.) (“WTRV”), which acquired White River Holdings Corp on July 25, 2022,~~ and ~~Wolf~~have ~~Energy~~intimate ~~Services,~~networking ~~Inc~~opportunities. (formerly Enviro Technologies US, Inc.) (“Wolf Energy”), which acquired Banner Midstream Corp. on September 7, 2022, or by direct dividends. The Company’s plan was also driven in part by the dividends it must pay to Ault Lending.

~~Because~~In ~~all~~September ~~spin-offs for issuers in our position require that a registration statement have been declared effective by the SEC~~2023, ~~which~~ we ~~have~~formed ~~not been able to achieve~~GuyCare, ~~the~~which ~~Company did~~provides ~~not~~health ~~complete~~and ~~any~~wellness ~~spin-offs~~services inas ~~fiscal~~a ~~year~~core ~~2023.~~part ~~The~~of ~~Company~~creating ~~has~~a ~~decided~~sound ~~to leave Agora in the Company~~ and tosuccessful ~~not proceed with the spin-off of this entity~~individual, asspecializing ~~Agora~~in men’s ~~hosting business model has potential synergies that could be achieved with the BNC acquisition~~health. The ~~Company~~clinics ~~intends~~are expected to ~~transfer~~provide ~~all~~discreet ofand ~~the~~confidential ~~common stock of Zest Labs into Zest Labs Holdings LLC (“Zest Holdings”)~~care, aensuring ~~private~~men’s ~~limited liability~~health ~~company the Company formed~~ and ~~that will own all of the intellectual property of Zest Labs as~~ well-being asthrough ~~the~~proven ~~rights~~therapeutic ~~to any funds~~interventions ~~obtained from current~~ and ~~future~~innovative ~~intellectual~~wellness ~~property litigation by Zest Labs~~programs. The ~~Company~~first ~~also~~GuyCare ~~amended~~clinic ~~the~~opened ~~Zest~~in ~~Labs~~January ~~charter to require that it distribute at least 95% of the net proceeds of the pending Zest Labs litigation recoveries, if any, to the Company’s shareholders as of November 15, 2022~~2024. ~~Additionally, net proceeds from the sale or licensing of Zest Labs intellectual property are intended to be distributed to shareholders of record as of November 15, 2022.~~

OnWe ~~June~~are 16focused on the development, ~~2022~~promotion, ~~Agora~~and ~~entered~~awareness ~~into~~of aAI ~~Membership~~integration, ~~Interest~~primarily ~~Purchase~~within ~~Agreement~~the business community. We aim to cultivate businesses and individuals by offering a technology solution with ~~Trend~~high ~~Ventures~~growth potential. Our newest endeavor, LP“askROI,” ~~pursuant~~is toa ~~which~~generative ~~Agora~~AI ~~sold~~platform ~~all~~built ofupon ~~its~~a ~~outstanding~~proprietary ~~membership~~LLM. ~~interests~~Businesses ofand ~~Trend~~individuals ~~Discovery~~alike ~~Holdings~~can leverage askROI’s capabilities for tasks such as research optimization, ~~LLC~~content creation, astreamlined ~~wholly~~communication, ~~owned~~and workflow ~~subsidiary~~improvement. ofOur ~~Agora~~ultimate tovision ~~the~~for ~~purchaser~~askROI inis ~~exchange~~to ~~for~~create a ~~$4.25~~one-stop-shop ~~million~~for ~~senior~~individuals ~~secured~~and ~~promissory~~businesses to access generative ~~note~~AI ~~issued~~products. byWe plan to regularly integrate new tools and products within the ~~purchaser~~askROI platform to ~~Agora~~continually expand the capabilities and opportunities within askROI.

OnDescription ~~July 25, 2022, the Company entered into a Share Exchange Agreement with WTRV and White River Holdings Corp, an indirect wholly owned subsidiary~~ of the Company. The Company transferred to WTRV 100% of the issued and outstanding shares of White River Holdings capital stock in exchange for 1,200 shares of WTRV’s newly designated non-voting Series A Convertible Preferred Stock. Subject to certain terms and conditions set forth in the Certificate of Designation of the Series A, the Series A will become convertible into 42,253,521 shares of WTRV’s common stock upon such time as WTRV has registered the underlying shares through a Form S-1. Upon effectiveness of the Form S-1, the Company intends to distribute 100% of the shares of WTRV to the Company’s shareholders of record as of September 30, 2022.Business

On August 23, 2022, the Company entered into a Share Exchange Agreement with Wolf Energy and Banner Midstream Corp., a wholly owned subsidiary of the Company. The Company acquired 51,987,832 shares of Wolf Energy common stock in exchange for all of the capital stock of Banner Midstream owned by Wolf Energy. Upon effectiveness of the Form S-1, the Company intends to distribute 100% of the shares of Wolf Energy to the Company’s shareholders of record as of September 30, 2022.BNC

On December 7, 2022, Agora entered into a Master Services Agreement (“MSA”) with BitNile, Inc., a Nevada corporation and wholly owned subsidiary of Ault Alliance, Inc. (“AAI”), governing the relationship between the parties and the services provided by Agora to the Company, which include providing the Company with digital assert mining hosting services in exchange for a monthly fee to be set out in applicable service orders. The terms of that MSA have not been met due to lack of capital by the Company to bring its 12MW of hosting power online.Overview

OnBNC ~~January~~is ~~11,~~an ~~2023,~~online ~~the~~gaming ~~Company~~platform ~~made~~specializing in ~~the~~2D ~~decision to~~and ~~withdraw~~3D ~~Agora’s~~sweepstakes ~~S-1~~casino ~~registration~~games. ~~statement~~Our ~~for~~3D anofferings ~~initial~~immerse ~~public~~players ~~offering~~in a metaverse-like environment, ~~due~~while toour ~~market~~2D ~~conditions~~games asprovide ~~well~~a more astraditional ~~numerous~~casino ~~regulatory~~experience. Players can participate in both free-play and sweepstakes modes, using virtual currencies (Nile Tokens ~~delays~~and ~~with~~Nile ~~respect~~Sweeps Coins) to ~~factors~~engage ~~beyond~~with the ~~Company~~platform’s ~~control~~diverse ~~related~~game tolibrary. ~~accounting~~Our ~~for~~platform is browser-based, eliminating the ~~nascent~~need ~~industry~~for downloads ofor ~~Bitcoin~~specialized ~~mining~~hardware, and fosters a social community for interactive gameplay.

OnBNC’s ~~January~~games ~~24,~~operate ~~2023~~primarily on a free-to-play model, ~~the~~where ~~Company~~players ~~entered~~can ~~into~~participate anand ~~At-The-Market~~potentially ~~Issuance Sales~~win ~~Agreement~~without ~~(“ATM”)~~any ~~with~~purchase ~~Ascendiant~~necessary. ~~Capital~~Players ~~Markets,~~can ~~LLC~~accumulate ~~(“Ascendiant”)~~Nile Tokens through various methods, ~~pursuant~~including togameplay, ~~which~~daily ~~the~~bonuses, ~~Company~~promotional ~~could issue~~offers, and ~~sell~~direct ~~from~~purchase. ~~time~~These toNile ~~time,~~Tokens ~~through~~are ~~Ascendiant,~~used ~~shares~~for ofstandard play within the ~~Company~~platform’s ~~common~~ecosystem ~~stock~~and ~~with~~cannot ~~offering~~be ~~proceeds~~redeemed offor upcash toor ~~$3,500,000~~prizes. ~~The~~ ~~purpose~~Additionally, ofplayers ~~the~~can ~~ATM~~acquire ~~was~~Nile toSweeps ~~ensure~~Coins ~~sufficient~~through specific ~~liquidity~~promotional ~~for~~activities, ~~the~~such ~~Company~~as togameplay ~~continue~~achievements, ascontests, aor ~~going~~special ~~concern~~offers. ~~Upon~~These ~~the~~Nile ~~sale~~Sweeps ofCoins ~~approximately~~can be redeemed for ~~$3,500,000~~cash ~~through~~prizes ~~the~~or ~~ATM~~other rewards, ~~the~~adding ~~Company~~an ~~terminated~~extra ~~the~~layer ~~ATM~~of inexcitement ~~June~~and ~~2023~~potential value to the gaming experience.

OnBusiness March 6, 2023, the Company entered into an Amendment to the Share Exchange Agreement dated as of February 8, 2023 by and among AAI, the owner of approximately 86% of BNC, as well as certain individuals employed by AAI, providing for the acquisition of all of the outstanding shares of capital stock of BNC, in exchange for (i) 8,637.5 shares of newly designated Series B Convertible Preferred Stock of the Company issued to AAI, and (ii) 1,362.5 shares of newly designated Series C Convertible Preferred Stock of the Company to be issued to the individuals employed by AAI. The Company accounted for this transaction as an asset purchase.Strategy

~~Description~~BNC’s business strategy centers on innovation and user engagement within the rapidly growing digital entertainment market. BNC aims to leverage the demand for accessible, immersive, and socially driven experiences. The free-to-play model with the addition of ~~Business~~sweepstakes through Nile Sweeps Coins aims to attract a wide range of players and incentivize continued engagement.

~~Bitnile.com,~~Key ~~Inc.~~strategic initiatives include:

~~Overview~~● Technological Leadership:

~~BitNile.com,~~o ~~Inc.~~Continuous ~~(“BNC”)~~investment is in ~~the embryonic~~cutting-edge ~~stage~~technology of development yet represents a significant development in the online metaverse landscape, offering immersive, interconnected digital experiences that are engaging, and dynamic. By integrating various elements such as virtual markets, real world goods marketplaces, gaming, social activities, sweepstakes, and more, BNC aims to ~~revolutionize~~enhance the ~~way people interact online. BNC~~platform’s ~~rapidly growing virtual world~~performance, ~~BitNile.com (the “Platform”) is accessible via almost any device using a web browser~~graphics, ~~does not require permissions, downloads or apps,~~ and ~~the~~overall ~~Platform~~user ~~can be enjoyed without the need for bulky and costly virtual reality headsets~~experience.

~~BNC’s~~o ~~business~~Exploration ~~strategy~~of ~~revolves~~emerging ~~around creating~~technologies alike ~~seamless,~~virtual ~~all-encompassing~~reality ~~platform that caters to various user needs and interests. The Platform’s strategic pillars include:~~ (~~i) leveraging cutting edge technology to offer a user-friendly, browser-based platform compatible with Virtual Reality (~~“VR”) ~~headsets~~ and ~~other~~augmented ~~modern~~reality ~~devices for an enhanced experience;~~ (ii“AR”) ~~providing a diverse range of products and experiences that caters~~ to ~~users~~ ~~with~~potentially ~~different~~expand ~~interests~~the ~~and~~Metaverse’s ~~preferences;~~capabilities ~~(iii) fostering global connections~~ and ~~a sense of community among users, encouraging socialization and collaboration; and (iv) focusing on continuous innovation to stay ahead of industry trends and customer expectations~~reach.

2● Content Diversification and Expansion:

~~Customers~~o Partnering with established and emerging game developers to rapidly expand the Metaverse’s game library and offer a wider variety of themes, genres and gameplay styles.

~~BNC~~o ~~targets~~Development ~~a broad audience, including: (i) tech-savvy individuals seeking immersive digital experiences; (ii) gamers of all skill levels interested in a diverse array of gaming options; (iii) collectors~~ and ~~traders~~acquisition of ~~digital~~high-quality ~~assets,~~3D ~~such as virtual real estate, digital art,~~ and ~~unique~~2D ~~collectibles;~~games ~~(iv)~~to ~~shoppers~~cater ~~seeking~~to adiverse ~~convenient, intuitive~~player ~~platform~~preferences ~~for purchasing real world goods; (v) users seeking either social interaction~~ and global connectivity in a virtual environment or an immersive shopping experience that allows real world shopping in a virtual environment; (vi) creators of virtual spaces within our virtual online environment; and (vii) business owners and marketers seeking to have an online presence with a 3D virtual online environmentinterests.

~~Tech-savvy~~o ~~Individuals~~Regular introduction of new game themes, features, and challenges to keep the content fresh and engaging.

~~Tech-savvy~~o ~~individuals~~Potential ~~are~~expansion ~~drawn~~into toother ~~BNC~~forms ~~due~~of ~~to its innovative, cutting-edge technology and immersive virtual experiences. These users are likely to engage with the Platform’s virtual markets, trading~~ digital ~~assets~~entertainment ~~like~~beyond ~~virtual~~sweepstakes ~~real estate~~gaming, ~~world~~such ~~and~~as ~~personal~~skill-based ~~space~~games ~~design,~~or ~~digital art and unique collectibles. They may also be early adopters of VR headsets, using them to explore the metaverse and interact with other users in~~ social ~~hubs~~experiences.

~~Gamers of All Skill Levels~~2

~~BNC~~● ~~attracts~~Community ~~gamers~~Building ~~through its wide range of gaming options, providing a diverse~~ and comprehensive selection. The platform offers sweepstakes gaming experiences, allowing gamers to enter contests and compete against fellow players for both virtual and real money prizes. By participating in sweepstakes games, gamers can assess and demonstrate their skills in comparison to others. Additionally, BNC facilitates social gaming experiences, enabling users to engage with one another while playing single player games equipped with chat features. The platform also plans to introduce casual and multiplayer games, fostering collaboration and communication among gamers who seek a shared gaming experience. Competitive gamers have the opportunity to exhibit their abilities by engaging in contests of skill, which provide a platform for earning recognition and winning prizes.Engagement:

~~Collectors~~o Fostering a vibrant and ~~Traders~~inclusive ofonline ~~Digital~~community ~~Assets~~through chat features, forums, social events, and in-game interactions.

~~BNC’s~~o ~~virtual~~Development ~~markets~~of ~~cater~~loyalty toprograms ~~users interested in collecting, trading,~~ and ~~investing~~rewards insystems ~~digital assets. These users will be able~~ to ~~interact~~incentivize ~~with~~player ~~the~~engagement ~~Platform’s offerings by buying, selling,~~ and trading digital assets, such as virtual real estate, digital character skins, digital art, and unique collectibles; exploring and engaging with the digital art galleries and museums featured in the metaverse, and attending virtual events and auctions for exclusive digital asset releases and limited-edition collectiblesretention.

~~Shoppers~~o ~~Seeking~~Active ~~Real~~engagement ~~world~~with ~~Goods~~the player community through social media, feedback channels, and live events.

~~Users~~● ~~looking~~Marketing ~~for a convenient, intuitive platform to purchase real world goods can explore BNC’s real world goods marketplaces, which will offer a diverse range of products. These users can browse~~ and ~~purchase~~User items from categories such as fashion, electronics, travel, and home goods; interact with virtual showrooms and product demonstrations to gain a better understanding of the products they’re interested in, and participate in virtual events, sales, and promotions to discover new products and take advantage of special offers.Acquisition:

~~Social~~o ~~Seekers~~Targeted marketing campaigns to reach specific demographics and ~~Global~~player ~~Connectors~~interests.

~~BNC~~o isLeveraging ~~anticipates~~partnerships ~~it will attract users who prioritize social interaction~~ and ~~global~~collaborations ~~connectivity within a virtual environment. Our future plans involve offering multiple avenues through which users can engage~~ with ~~the~~influencers, ~~platform's offerings. This includes participating in diverse social hubs~~brands, ~~facilitating the opportunity to meet~~ and ~~interact~~media ~~with individuals~~outlets ~~from around the world. Users will have the ability~~ to ~~collaborate~~increase onbrand ~~projects,~~awareness ~~exchange ideas,~~ and ~~forge~~attract new friendships within the metaverse. Additionally, they will have the freedom to build and personalize private spaces, allowing them to host virtual gatherings, parties, or events for their friends and online communities. Furthermore, users ~~can look forward to attending virtual events, concerts, and conferences, providing them with opportunities to connect with like-minded individuals who share their interests and passions~~.

Byo ~~understanding~~Optimization ~~its~~of ~~target~~user ~~customers~~acquisition ~~and~~strategies ~~the ways~~through indata ~~which~~analysis ~~they interact with BNC’s various products~~ and ~~experiences,~~performance ~~the Platform can effectively tailor its offerings to meet the needs and preferences of its diverse user base~~tracking.

3● Regulatory Compliance and Responsible Gaming:

~~Products~~o Maintaining strict adherence to all applicable laws and regulations governing sweepstakes gaming.

~~BNC~~o ~~intends~~Implementing toresponsible ~~offer~~gaming anmeasures, ~~extensive~~such ~~range~~as ofself-exclusion ~~products and experiences designed to cater to a diverse audience with varied interests and preferences. By providing a comprehensive suite of offerings~~options, ~~the~~ ~~Platform~~spending ~~aims to attract and engage users~~limits, ~~creating a vibrant~~ and ~~dynamic~~educational ~~metaverse environment~~resources. ~~The following is an expanded list of BNC’s current and planned products and experiences, most of which remain in development:~~

●o ~~Virtual~~Proactive ~~markets:~~engagement ~~Facilitating~~with ~~the~~regulatory ~~trading~~bodies ofand ~~digital~~industry ~~assets~~organizations ~~like~~to ~~digital~~stay ~~skins,~~informed aabout ~~graphic~~emerging ~~download~~trends ~~that changes the appearance of characters in video games, for avatar customization in virtual real estate, digital art,~~ and ~~unique~~best ~~collectibles, enabling users to participate in a digital economy;~~practices.

●By ~~Real~~focusing ~~world~~on ~~goods~~these ~~marketplaces:~~key ~~Offering~~strategic ainitiatives, including ~~platform~~the ~~for~~strategic ~~users~~use toof ~~shop~~third-party ~~for~~game aproviders, ~~diverse~~BNC ~~range~~aims ofto ~~real~~establish ~~world~~itself ~~products,~~in ~~including~~the ~~fashion,~~sweepstakes ~~electronics~~gaming industry, providing a compelling and ~~home~~rewarding ~~goods,~~experience ~~connecting~~for ~~the~~players ~~virtual~~while ~~and~~driving ~~physical~~sustainable ~~worlds;~~growth and profitability.

~~● Gaming: Providing an extensive selection of gaming options for users of all skill levels, including participation in games, sweepstakes, and social gaming experiences;~~Competition

●BNC ~~Sweepstakes~~operates ~~gaming:~~in ~~Featuring~~ a ~~dedicated~~competitive ~~gaming~~landscape, ~~zone~~facing competition ~~for~~from ~~users~~various toplayers ~~engage~~ in ~~sweepstakes~~the gaming, ~~with opportunities to win both virtual~~ and ~~real~~entertainment ~~money prizes;~~industry:

● ~~Contests~~Established ofSweepstakes ~~skill~~Casino Platforms: ~~Organizing~~Well-known ~~competitions~~platforms ~~for~~like ~~users~~LuckyLand toSlots, ~~showcase~~Chumba ~~their~~Casino, ~~talents~~Funzpoints, and ~~compete~~Stake.us ~~against~~have ~~others~~garnered ~~for~~significant ~~prizes~~user bases and ~~recognition~~offer ina ~~various~~wide ~~disciplines;~~range of sweepstakes games.

● ~~Building~~Emerging ~~private~~Sweepstakes ~~spaces~~Casino Platforms: ~~Allowing~~New ~~users~~platforms toare ~~construct~~continually ~~and~~entering ~~customize~~the ~~their~~market, ~~dream~~seeking ~~homes~~to orcapture ~~private~~market ~~spaces,~~share ~~tailoring their environments~~ with aninnovative ~~array~~offerings, ofattractive ~~design~~promotions, ~~options~~ and ~~sharing~~unique ~~their~~social ~~creations with others or keeping them as personal retreats;~~features.

● ~~Socialization~~ Brick-and-Mortar ~~connectivity~~Casinos: ~~Fostering~~Traditional ~~global~~casinos ~~connections~~provide byan ~~enabling~~alternative ~~users~~form toof ~~interact~~entertainment ~~with~~for ~~individuals~~those ~~from~~seeking ~~around~~a ~~the~~social ~~world,~~gaming ~~forming~~experience ~~new~~and ~~friendships,~~the ~~collaborating~~chance onto ~~projects,~~win orreal ~~engaging in conversations within various social hubs; and~~money.

● ~~Real~~Traditional ~~and~~Online ~~virtual~~Casinos ~~concerts~~(where legal): ~~Hosting~~In ~~live~~jurisdictions ~~and~~where ~~virtual~~online ~~concerts~~gambling ~~within~~is ~~the~~legal ~~metaverse~~and regulated, ~~featuring~~BNC ~~performances~~may ~~from~~also ~~both~~face ~~real~~indirect ~~world~~competition ~~and~~from ~~virtual~~traditional ~~artists~~online casinos, ~~allowing~~which ~~users~~often tooffer ~~attend~~a ~~and~~wider ~~enjoy~~variety ~~shows~~of ingames anand ~~immersive~~betting ~~environment~~options.

~~By planning to offer a diverse and comprehensive range of products and experiences,~~ BNC ~~aims~~differentiates toitself ~~create~~through aseveral ~~vibrant and engaging metaverse platform that appeals to users with a wide array~~key ~~of interests and preferences.~~factors:

~~Industry~~● High-Quality 3D and 2D Games: BNC’s focus on immersive 3D metaverse experiences, alongside traditional 2D offerings, provides a unique and diverse variety of gameplay options compared to many existing sweepstakes platforms that primarily focus on 2D games. This dual approach attracts a wider demographic, including players who enjoy the immersive, interactive nature of 3D environments and those who prefer the classic appeal of 2D gameplay.

The metaverse industry is experiencing rapid growth and expansion, driven by advances in technology, increased interest in virtual experiences, and the rise of digital economies. Key trends include: the integration of virtual and physical worlds; the integration of artificial intelligence (“AI”) and machine learning in virtual environments; VR and Augmented Reality (“AR”) technologies that are becoming more accessible and affordable, enabling a wider audience to engage with the metaverse; the rise of virtual concerts, events, and conferences within the metaverse, providing new opportunities for entertainment and networking; the emergence of virtual economies and markets; and the growing importance of socialization and community-building in digital spaces.3

4● Social Community Building: BNC prioritizes fostering a vibrant and interactive community, encouraging player interaction, collaboration, and competition. This strong emphasis on social features sets it apart from platforms that may focus primarily on individual gameplay.

~~User~~● ~~Adoption~~Innovation in Sweepstakes Experiences: BNC is committed to continuous innovation, introducing new game mechanics, promotional offers, and ~~Growth~~reward systems to keep the sweepstakes experience fresh and exciting for players.

~~The~~● ~~growing~~Accessibility ~~popularity of virtual experiences~~ and ~~digital platforms has led to a surge in user adoption and engagement in the metaverse industry. A number of factors contribute to this growth, including~~Convenience: ~~increased~~The Metaverse’s accessibility ofon ~~VR and AR technologies, making immersive experiences more affordable and widely available; the ongoing digitization of~~ various ~~aspects of everyday life~~devices, ~~from~~including ~~work~~mobile ~~and education to entertainment and socialization~~phones, ~~which drives users to seek out new digital experiences; the COVID-19 pandemic~~tablets, ~~which accelerated the adoption of digital platforms~~ and ~~virtual experiences as people adapted to remote work~~desktops, ~~learning,~~makes ~~and~~it ~~social~~convenient ~~distancing~~for ~~measures;~~players ~~greater connectivity and high-speed internet accessibility, rapid technological advancements and improved infrastructure, which have led~~ to ~~more~~enjoy ~~people~~their ~~being~~favorite ~~able~~games toanytime ~~access the metaverse~~ and ~~other virtual environments~~anywhere, ~~thereby~~offering ~~bolstering~~an ~~engagement~~advantage ~~and~~over ~~participation; the development of innovative gaming~~ brick-and-mortar entertainment experiences for whom the metaverse provides a platform for unique, immersive experiences that surpass traditional digital games or entertainment, contributing to its escalating popularity; and growth in ecommerce and digital business opportunitiescasinos. ~~Management believes that the metaverse offers a new domain for businesses to engage with consumers, driving its adoption in various sectors, including retail, real estate, and marketing.~~

~~Integration~~By ofcombining ~~Virtual~~these differentiating factors, BNC aims to carve out a distinct niche in the sweepstakes gaming market, appealing to a broader audience and ~~Physical~~providing ~~Worlds~~a more immersive and socially engaging experience than many competitors.

~~One~~Strategic of the key trends in the metaverse industry is the growing integration of virtual and physical worlds, enabling users to seamlessly transition between digital and real-world experiences. This trend is evident in: (i) the emergence of virtual marketplaces where users can trade digital assets and purchase real world goods; (ii) the incorporation of AR and VR technologies in retail, entertainment, and other industries, providing immersive, interactive experiences that blur the lines between the digital and physical realms; (iii) the development of virtual environments that replicate real world locations, allowing users to explore and interact with digital versions of familiar places; and (iv) the integration of virtual and physical realms in the metaverse presents new opportunities for businesses to reach and engage with their target audiences in both spaces.Partnerships

~~Virtual~~To ~~Economies~~accelerate its growth and ~~Markets~~enhance its platform, BNC has established key strategic partnerships:

~~The~~● ~~metaverse~~Platform ~~industry~~Development isPartner: ~~witnessing~~BNC ~~the~~is ~~rise of~~collaborating ~~virtual~~with ~~economies~~outside ~~and~~contractors ~~markets,~~that ~~where~~are ~~users~~considered ~~can~~leading ~~trade digital assets, such as virtual real estate, digital art, and unique collectibles. Key factors driving this trend include: development of cryptocurrencies and blockchain~~ technology, ~~enabling~~providers ~~transparent~~specializing ~~transactions~~ in ~~digital~~ ~~markets;~~online ~~growing~~gaming ~~interest in non-fungible tokens (“NFTs”) and digital collectibles~~platforms, ~~which has led~~ to ~~the~~develop ~~creation of new marketplaces~~ and ~~trading~~maintain ~~platforms for these assets;~~ the ~~realization~~platform’s ~~of the potential for virtual goods to hold and accrue value over time; expanding opportunities for creative expression and entrepreneurship within the metaverse~~infrastructure, ~~incentivizing~~ensuring ~~users to participate in virtual economies and trade digital assets; increasing global connectivity and internet penetration~~scalability, ~~enabling a larger user base to engage in virtual economies and markets~~reliability, and ~~collaborations between established brands and the metaverse industry, introducing real-world businesses and their customer bases to virtual economies and markets~~security.

~~Socialization~~● Game Provider Partnerships: BNC is actively partnering with various third-party game developers to curate a diverse and ~~Community~~high-quality ~~Building~~game inlibrary, ~~Digital Spaces~~offering players a wide range of engaging 3D and 2D sweepstakes experiences.

~~The~~● ~~importance~~Management ofExpertise: ~~socialization~~BNC ~~and~~has ~~community building~~engaged ina ~~digital~~seasoned ~~spaces~~team iswith ~~another~~extensive ~~significant~~experience ~~trend~~ in the ~~metaverse~~online ~~industry.~~gaming ~~As users spend more time in virtual environments, platforms are placing a greater emphasis on fostering connections~~ and ~~interactions~~sweepstakes ~~among users. This trend can be observed in: the creation of social hubs~~industry, ~~virtual events, and gatherings designed~~ to ~~bring~~provide ~~users~~strategic ~~together and encourage networking~~guidance, ~~collaboration,~~operational ~~and communication; the integration of social media and messaging features within metaverse platforms~~support, ~~allowing users to stay connected with friends~~ and ~~communities while~~marketing ~~exploring~~expertise. ~~virtual~~This ~~worlds;~~partnership ~~the~~ensures ~~development~~that ofBNC ~~user-generated~~benefits ~~content~~from ~~and~~industry ~~customization~~best ~~tools,~~practices ~~empowering users to create unique experiences~~ and ~~contribute~~a todeep ~~the~~understanding ~~growth and expansion~~ of the ~~metaverse;~~target implementation of voice and video chat and real-time communication features, enhancing the sense of presence and fostering more immersive social experiences in virtual environments; collaboration between brands, influencers, and metaverse platforms to host virtual events, concerts, and exhibitions, creating shared experiences and strengthening community bonds and virtual education and learning communities, providing opportunities for knowledge sharing, skill development, and collaborative learning in the metaversemarket.

~~The~~These ~~metaverse~~strategic ~~industry~~partnerships isare ~~experiencing~~expected ~~rapid~~to ~~growth and~~enable ~~transformation,~~BNC ~~driven~~to ~~by,~~focus ~~among~~on its ~~other~~core ~~factors,~~competencies ~~technological~~while ~~advancements,~~leveraging ~~increased~~the ~~user~~expertise ~~adoption,~~ and ~~the~~resources ~~emergence~~ of ~~virtual economies~~established ~~and~~players ~~markets.~~in As the ~~industry~~technology, ~~continues to evolve~~gaming, itand ~~will~~management besectors. We ~~essential~~believe that ~~BNC~~this ~~stay~~collaborative ~~informed~~approach ofwill ~~key~~accelerate ~~trends~~BNC’s ~~and~~time ~~driving~~to ~~forces shaping~~market, enhance the ~~future~~Metaverse’s ofcapabilities, ~~the~~and position ~~metaverse~~us ~~landscape~~for sustained growth and ~~adapt~~success toin ~~those~~the ~~trends~~competitive assweepstakes ~~they~~gaming ~~arise~~landscape.

~~Business~~BNC’s ~~Operations~~Product and Experience Portfolio

~~BNC’s~~● ~~focuses~~3D onand ~~delivering~~2D aSweepstakes ~~comprehensive, immersive,~~Gaming: ~~and~~A ~~interconnected~~diverse ~~metaverse~~selection ~~experience.~~of Tovisually ~~achieve~~engaging ~~this,~~3D ~~management~~and ~~has~~2D ~~identified~~games ~~several~~with ~~core~~integrated ~~strategic~~sweepstakes, ~~initiatives~~offering ~~that will~~opportunities ~~guide~~to ~~the~~win ~~Platform’s~~virtual ~~growth~~ and ~~development~~real prizes.

~~Technological~~● ~~Innovation~~Social Gaming and ~~User~~Interaction: ~~Experience~~ A platform for users to connect and interact in a social environment, including social hubs, chat features, and opportunities for collaboration.

~~BNC~~● ~~places~~Contests aof ~~strong~~Skill ~~emphasis~~(Potential): onThe ~~leveraging technology to create a user-friendly experience. By offering a browser-based~~ platform ~~that~~may isoffer ~~compatible~~competitions ~~with~~where VRusers ~~headsets~~showcase ~~and~~their ~~other~~talents ~~modern devices, BNC aims to ensure accessibility and convenience~~ for ~~users~~prizes ~~across various platforms. BNC intends to continuously invest in research~~ and ~~development~~ ~~to aim to stay at the forefront of technological advancements in the metaverse space, and work to ensure that users enjoy an unparalleled experience~~recognition.

5Regulatory Environment: Present and Future Challenges

~~Diversification~~The sweepstakes gaming industry operates within a complex and ~~Personalization~~evolving regulatory landscape. While sweepstakes models are distinct from traditional gambling, they are still subject to various legal and regulatory requirements. These requirements can differ significantly across jurisdictions, making compliance a key concern for operators in this space.

~~BNC’s~~Present ~~strategy~~Regulatory focuses on providing a diverse range of products and experiences that caters to users with different interests and preferences. By planning to offer a wide variety of activities, from virtual markets and real world goods marketplaces to gaming and tournaments, social interaction, world building, and live and virtual events, the Platform aims to attract a broad user base and promote user engagement. Additionally, BNC intends to emphasize personalization, allowing users to customize their experiences and tailor the Platform to suit their particular needs and tastes.Challenges

~~Community~~● ~~Building~~State-Specific Regulations: Sweepstakes laws and ~~Global~~regulations ~~Connections~~vary widely from state to state, creating challenges for companies operating across multiple jurisdictions. Compliance with each state’s unique rules is crucial to maintain legal operation.

BNC recognizes the importance of fostering a strong sense of community and global connectivity among the Platform’s users. BNC intends to implement various features and initiatives designed to encourage socialization, collaboration, and networking among users from around the world. This will include the creation of social hubs, support for user-generated content, teams and communities, and the promotion of events and activities that bring users together.4

~~Monetization~~● Consumer Protection: Ensuring consumer protection is a primary regulatory concern. Operators must implement measures to prevent underage participation, promote responsible gaming practices, and ~~Revenue~~protect ~~Generation~~user data.

~~BNC’s~~● ~~business~~Advertising ~~strategy includes developing diverse revenue streams to help ensure the Platform’s long-term sustainability~~ and ~~growth.~~Marketing ~~Potential~~Restrictions: ~~monetization~~Many ~~strategies~~states ~~include charging~~impose ~~fees~~restrictions ~~for premium features, from sales and transactions~~ on ~~virtual~~the ~~markets~~advertising and ~~real~~marketing ~~world~~of ~~goods marketplaces, social~~ sweepstakes ~~gaming,~~ ~~real and virtual concerts and events~~games, ~~third~~requiring ~~party~~operators ~~vendors~~to ~~and~~adhere ~~creators,~~to ~~and~~specific ~~offering~~guidelines ~~advertising~~to ~~opportunities~~avoid ~~for~~misleading ~~brands~~consumers ~~within the~~or ~~metaverse.~~promoting ~~Additionally,~~excessive ~~the~~gambling ~~Platform will explore partnerships and collaborations with other businesses and organizations to create new revenue-generating opportunities~~behavior.

~~Compliance~~● Prize Fulfillment: Regulations often dictate the types of prizes that can be offered and ~~Regulatory~~the ~~Management~~methods for winning these prizes, ensuring fairness and transparency for players.

ToPotential ~~navigate~~Future ~~the~~Regulatory complex and evolving regulatory landscape, BNC will prioritize compliance with relevant laws and regulations in all jurisdictions where it operates. This includes data privacy and protection regulations, gaming, gambling, and sweepstakes regulations, and intellectual property rights. By maintaining a strong focus on regulatory compliance, BNC aims to minimize potential legal risks and build trust with users and partners.Challenges

~~Continuous~~● ~~Improvement~~Federal Oversight: While sweepstakes are primarily regulated at the state level, there is potential for increased federal scrutiny or regulation in the future, which could impact the industry’s operations and ~~Adaptability~~growth.

~~Finally,~~● ~~BNC’s~~Emerging ~~business~~Technologies: ~~strategy~~The ~~emphasizes the~~integration ~~importance~~ of ~~continuously~~new ~~evaluating~~technologies, ~~and~~such ~~refining~~as ~~its~~blockchain ~~offerings in response to changing market trends~~ and ~~user preferences. The Platform plans to actively seek user feedback and monitor industry developments to inform its ongoing product development and feature enhancements. This adaptability will~~cryptocurrency, ininto ~~management’s~~sweepstakes ~~opinion,~~gaming ~~allow~~platforms ~~BNC~~may toraise ~~maintain~~novel ~~its~~regulatory ~~competitive~~questions ~~edge~~ and ~~continue delivering a compelling metaverse experience for users~~challenges.

~~Competition~~● International Expansion: As companies seek to expand into new markets, they must navigate the diverse regulatory landscapes of different countries, each with its unique set of rules and requirements.

BNC ~~faces~~is ~~competition~~committed ~~from~~to ~~existing~~maintaining ~~metaverse platforms~~strict ~~and~~compliance ~~new~~with ~~entrants,~~all ~~where~~applicable sweepstakes ~~its~~laws ~~key~~and ~~competitors~~regulations. ~~include:~~We ~~established~~proactively ~~metaverse~~monitor ~~platforms~~regulatory developments, ~~such~~engage aswith ~~Decentraland,~~industry ~~The Sandbox~~stakeholders, and ~~Second~~ ~~Life,~~implement asbest practices ~~well~~to asensure ~~companies~~ that ~~focus on~~ the ~~development~~Metaverse ofoperates ~~metaverse tools and platforms such as META (formerly known as Facebook); gaming-focused platforms~~legally, ~~like~~ethically ~~Fortnite~~ and ~~Roblox; mixed reality platforms, like Microsoft Mesh, and social media platforms that integrate metaverse elements, such as META’s Horizon platform~~responsibly. ~~Should~~By ~~our~~prioritizing ~~Platform~~regulatory ~~gain widespread adoption~~compliance, ~~future~~BNC ~~competition~~aims ~~may arise~~to ~~from~~foster ~~additional~~a ~~competitors,~~safe ~~including~~and ~~tech~~enjoyable ~~giants~~environment ~~such~~for asits ~~Apple,~~players ~~Google,~~while orcontributing ~~Amazon,~~to ~~which have~~ the ~~resources~~continued growth and ~~infrastructure~~legitimacy toof ~~develop their~~the ~~own~~sweepstakes ~~metaverse platforms and ecosystems~~gaming industry.

~~Market~~GuyCare, ~~Segments and Niches~~Inc.

The metaverse industry can be broadly divided into several market segments and niches, each catering to different user needs and preferences: (i) gaming-focused metaverse platforms, such as Fortnite and Roblox, primarily cater to gamers and offer a wide range of gaming experiences and social interaction opportunities within virtual environments; (ii) in terms of VR and AR platforms, companies like META and Microsoft focus on developing hardware and software solutions to enable immersive VR and AR experiences, driving the adoption of these technologies in the metaverse; (iii) social and community-driven metaverse platforms like Second Life and BNC emphasize socialization, community building, and user-generated content, fostering connections and collaboration among users; and (iv) NFT and digital asset marketplaces, where these platforms, such as OpenSea and Decentraland, facilitate the trading of digital assets like virtual real estate, digital art, and unique collectibles, and thereby contribute to the growth of virtual economies. Meanwhile, hardware and platform developers, including Nvidia and Unity, serve as technology providers for numerous companies aiming to penetrate the metaverse market. Additionally, they are actively engaged in the development of their own metaverse platforms.Overview

6GuyCare seeks to become a leading provider of comprehensive healthcare solutions tailored to address the specific needs of the male population. Formed in 2023, GuyCare is building a consumer-centric platform that leverages innovative technologies, personalized treatments, and a patient-focused approach to transform the way men access and receive care for their health and wellness needs. GuyCare’s mission is to empower men worldwide to lead healthier, more fulfilling lives through the power of better health.

~~Differentiating~~Addressing ~~Factors~~Unique Healthcare Needs

~~With~~GuyCare recognizes the ~~increasing~~particular ~~competition~~healthcare ~~in the metaverse~~challenges ~~industry,~~faced itby ismen ~~crucial~~and ~~for~~strives ~~BNC~~ to ~~differentiate~~offer ~~itself~~a bywide ~~offering~~range ~~compelling~~of ~~features,~~innovative ~~experiences,~~products orand ~~technologies.~~services ~~Some~~to ~~potential differentiating~~meet ~~factors~~those ~~include:~~needs.

●GuyCare’s ~~Innovative~~portfolio of products and ~~user-friendly~~services addresses ~~technology:~~critical ~~BNC~~areas ~~prioritizes~~of ~~cutting~~men’s health, including sexual health, hair restoration, weight management, regenerative joint treatments, and overall well-~~edge~~being. ~~technology~~GuyCare inoffers anadvanced ~~effort~~treatments, tosuch ~~deliver~~as amedication-based ~~seamless~~therapies, ~~intuitive~~Acoustic ~~user~~Wave ~~experience~~Therapy ~~that~~for weerectile ~~believe~~dysfunction, and ~~will~~Platelet-Rich ~~have~~Plasma (“PRP”) injections for joint health, all delivered through a ~~competitive~~user-friendly ~~edge~~digital inplatform ~~the~~and ~~metaverse~~a network ~~market;~~of highly qualified healthcare professionals.

●In ~~Personalization~~the ~~and~~area ~~customization:~~of ~~BNC~~sexual ~~will~~health, ~~empower~~GuyCare ~~users~~provides treatments tofor ~~create~~erectile ~~and~~dysfunction, ~~customize~~low ~~their~~testosterone, ~~own~~and ~~experiences,~~premature ~~environments~~discharge, utilizing medication-based therapies and ~~avatars~~innovative ~~allowing~~procedures like usAcoustic toWave ~~appeal~~Therapy. This non-invasive treatment uses high-frequency sound waves to aimprove ~~broader~~blood ~~audience~~flow and ~~foster~~promote ~~greater~~tissue ~~user~~regeneration in ~~engagement;~~the targeted area.

●For ~~Diverse~~hair ~~offerings~~restoration, ~~and~~GuyCare ~~experiences:~~offers ~~BNC~~medication-based treatments ~~will~~in ~~cater~~the toform ~~a wide range~~ of ~~interests~~pills and ~~preferences,~~topical ~~such as gaming~~applications, ~~shopping,~~carefully ~~socializing,~~formulated ~~and~~to ~~trading~~promote ~~digital~~healthy ~~assets,~~hair ~~that~~growth ~~can attract a more extensive~~ and ~~diverse~~reduce ~~user~~hair ~~base;~~loss.

●Weight ~~Interoperability:~~management ~~BNC~~solutions ~~supports~~include ~~interoperability,~~products ~~enabling~~such as ~~users~~Semaglutide, toa ~~carry~~medication ~~their~~that ~~assets,~~regulates ~~identities,~~appetite and ~~experiences~~promotes ~~across~~feelings ~~multiple~~of ~~virtual~~fullness, ~~environments~~as ~~seamlessly~~well ~~using~~as ~~almost~~alternative ~~any~~options ~~modern~~like ~~browser,~~weight onloss pills. aThese ~~device~~treatments ~~that~~are ~~supports~~selected ~~those~~based ~~browsers~~on ~~“this~~their ~~includes~~safety ~~IOS,~~and ~~Android,~~efficacy ~~PC,~~profiles ~~Consoles~~to ~~and~~support ~~more”;~~men ~~and~~in their weight loss journey.

● Economic opportunities: BNC provides users with the ability to earn real-world value through virtual activities, such as owning virtual real estate or digital assets, and competitions with real world rewards.5

~~The~~Regenerative ~~metaverse~~joint ~~industry~~treatments, issuch ~~characterized~~as ~~by a competitive~~Adipose ~~landscape~~Derived ~~with~~Allograft ~~numerous~~and ~~users~~PRP injections, ~~market~~harness ~~segments,~~the ~~and~~body’s ~~niches.~~natural Tohealing ~~succeed~~capabilities into ~~this~~promote ~~rapidly~~tissue ~~evolving~~regeneration ~~market,~~and ~~BNC~~reduce inflammation ~~must~~in ~~continuously~~affected ~~innovate and~~joints. ~~differentiate~~These ~~itself,~~treatments are complemented by ~~offering~~a ~~unique~~range ~~features,~~of ~~experiences,~~vitamins and ~~technologies~~supplements ~~that~~formulated ~~cater~~ to ~~the~~support ~~diverse~~joint health ~~needs~~ and ~~preferences~~overall ~~of users~~well-being.

~~Regulatory~~GuyCare’s ~~Environment~~platform enables men to access these healthcare solutions conveniently and discreetly, connecting patients with highly qualified healthcare professionals for personalized treatment plans.

~~BNC~~Business ~~operates~~Strategy ~~within a complex~~ and ~~evolving~~Market regulatory landscape, with key considerations including: data privacy and protection regulations, such as the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”); compliance with gaming, gambling, and sweepstakes regulations in various jurisdictions; and intellectual property rights and digital asset ownership.Differentiation

BNC intends to offer a transformative digital experience by combining elements of virtual markets, real world goods marketplaces, gaming, social activities, world and personal spaces building, and sweepstakes gaming. We believe this unique integration will establish the Platform as a pioneer in the metaverse industry, catering to diverse user interests and needs. We believe that as the industry evolves and expands, BNCGuyCare’s ~~commitment~~business tostrategy ~~providing immersive~~is ~~and interconnected digital experiences will place it at the forefront of the metaverse revolution. By continuously innovating~~centered ~~and~~around ~~adapting~~three tokey ~~the ever-changing digital landscape, BNC aims to offer limitless possibilities and opportunities for users, setting the stage for a truly inclusive and dynamic metaverse.~~pillars:

As● ~~the~~Trusted ~~metaverse~~Brand: ~~industry~~GuyCare ~~continues~~strives to ~~grow~~build ~~and evolve,~~a ~~regulatory~~brand ~~challenges~~that ~~and~~is ~~considerations~~trusted ~~are~~by ~~becoming~~customers, ~~increasingly~~easy-to-use, ~~important~~ and ~~additional~~normalizes orthe ~~changing~~practice ~~regulations may increase BNC’s costs. The unique nature~~ of ~~the~~seeking ~~metaverse,~~and ~~which~~receiving ~~often~~treatment ~~combines~~by ~~elements~~empowering ofmen ~~virtual~~with ~~reality,~~personalized ~~gaming,~~care ~~social networking,~~ and ~~digital~~ ~~economies,~~an ~~presents~~omnichannel ~~a complex landscape for regulators to navigate.~~experience;

~~Present~~● ~~Regulatory~~Individualized ~~Challenges~~Products and Services: GuyCare leverages insights and customer feedback to offer personalized prescription and non-prescription treatments designed to meet individual needs; and

● Clinical Excellence: The ~~metaverse~~foundation ~~industry~~of GuyCare’s platform is ~~currently~~the ~~grappling with~~consumer ~~several~~trust ~~regulatory~~established ~~challenges,~~through ~~including:~~clinical excellence. Care delivered through the platform is subject to evidence-based clinical guidelines and provided by highly trained healthcare professionals to ensure consistency and quality.

●GuyCare ~~Data~~operates ~~Privacy~~through ~~and~~a ~~Security:~~hybrid Asmodel ~~users~~that ~~share~~integrates a ~~personal~~proprietary ~~information~~telehealth ~~and~~platform ~~engage~~with a physical clinic located in ~~transactions~~Utah. ~~within~~This ~~the~~approach ~~metaverse,~~enables ~~concerns~~GuyCare ~~about~~to ~~data~~extend ~~privacy~~its geographic reach and ~~security~~provide ~~are~~accessible, ~~paramount~~confidential healthcare services to men across the United States. ~~Regulators~~By ~~must~~leveraging ~~ensure~~technology ~~that~~and ~~platforms~~personalized ~~adhere~~care, GuyCare aims to ~~existing~~deliver ~~data~~high-quality ~~protection~~services ~~regulations,~~while emphasizing patient convenience and privacy. GuyCare competes with established entities such as ~~GDPR~~Hims and medRx. However, we believe that GuyCare’s comprehensive suite of offerings and adaptable delivery model combining in-person and virtual care provides GuyCare with the ~~CCPA;~~potential to navigate market challenges effectively and capture a growing portion of the expanding men’s health sector.

7Growth Opportunities

●GuyCare, ~~Intellectual~~having ~~Property~~recently ~~Rights:~~opened ~~The~~for ~~metaverse’s~~business ~~reliance~~in 2024, is focused on ~~user-generated~~several ~~content~~key ~~and~~growth ~~digital~~strategies ~~assets~~to ~~raises~~establish ~~questions~~itself ~~about~~as ~~intellectual~~a ~~property~~competitive ~~rights~~player ~~and~~in the ~~enforcement~~men’s ofhealth ~~copyright, trademark, and patent laws in virtual environments;~~sector:

● ~~Taxation~~Attracting ~~and Financial Regulations~~Customers: ~~The~~By ~~growth~~leveraging ofits ~~virtual~~innovative ~~economies~~products and ~~the~~developing ~~increasing~~targeted, ~~popularity~~omnichannel ofacquisition ~~cryptocurrencies~~strategies, ~~and~~GuyCare ~~NFTs~~aims ~~have~~to ~~raised~~attract ~~questions~~new ~~about~~customers ~~taxation~~seeking ~~and~~treatment ~~financial~~for ~~regulations.~~their ~~Regulators~~specific ~~must~~health ~~determine~~concerns, ~~how~~building tobrand ~~classify~~recognition and ~~tax~~trust ~~digital~~in ~~assets~~the ~~and transactions, as well as ensure compliance with anti-money laundering and know-your-customer regulations~~process; ~~and~~

● ~~Content~~Nurturing ~~Moderation~~Existing ~~and~~Customer ~~Liability~~Relationships: ~~Metaverse~~As ~~platforms~~GuyCare ~~face~~expands ~~challenges~~its inofferings ~~moderating content~~ and ~~managing~~introduces ~~user~~personalized ~~behavior~~products, ~~raising~~it ~~questions~~will ~~about~~seek ~~the~~to ~~platforms’~~foster ~~liability for user~~long-~~generated~~term ~~content~~relationships ~~and~~with ~~potential~~its ~~violations of~~ existing ~~laws~~customer base, ~~such~~encourage assubscription-based ~~those~~purchases ~~related~~and toexplore ~~hate~~cross-selling ~~speech,~~opportunities ~~harassment,~~to ~~and~~drive ~~misinformation.~~growth;

~~Future~~● ~~Regulatory~~Gradual ~~Challenges~~Specialty Expansion: GuyCare is carefully planning its specialty expansion, initially focusing on conditions that can be safely and effectively treated through its telehealth platform, require ongoing customer engagement, and have well-established generic medications as treatment options. This measured approach allows GuyCare to build a strong foundation before expanding into additional areas; and

As● Exploring New Markets: While currently focused on the ~~metaverse~~U.S. ~~industry~~market, ~~continues~~GuyCare’s digital-first, cloud-based business model has the potential to ~~develop~~ be adapted to new markets and ~~expand,~~languages ~~several~~in the future. ~~regulatory~~As ~~challenges~~GuyCare ~~are~~grows ~~likely~~and tosolidifies ~~emerge~~its position in the domestic market, ~~including:~~it will explore potential international expansion opportunities to extend its reach and impact on men’s health globally.

● Cross-border jurisdictional issues: With the metaverse being a global, borderless environment, determining jurisdiction and applying national laws to activities and transactions within the metaverse will become increasingly complex;6

●Regulatory Virtual reality and augmented reality regulations: As VR and AR technologies become more integrated into the metaverse, new regulations may be needed to address issues related to safety, privacy, and ethical considerations in the use of these technologies;Environment

●As ~~Decentralization~~a ~~and~~consumer-focused ~~governance:~~health ~~The~~and ~~increasing~~wellness ~~trend~~company delivering ~~towards~~comprehensive ~~decentralized~~telehealth ~~metaverse~~technologies, ~~platforms~~services, ~~raises~~and ~~questions~~products ~~about~~(both ~~governance~~prescription and ~~regulatory~~over ~~oversight~~the counter), GuyCare is required to comply with complex healthcare laws and regulations, as ~~traditional~~well ~~regulatory~~as ~~mechanisms~~consumer ~~may~~protection ~~not~~laws, beat ~~applicable~~both orthe ~~effective~~state and federal levels. GuyCare’s business and operations are subject to extensive regulation in ~~these~~areas ~~environments;~~such as the practice of medicine, use of telehealth, relationships with healthcare providers, privacy as well as security of personal health information and product safety.

● ~~Ethics~~Government ~~and~~Regulation ~~inclusivity~~of Healthcare: AsWhile ~~the~~GuyCare ~~metaverse~~currently ~~becomes~~accepts ~~more~~payments ~~intertwined~~only ~~with~~from ~~daily~~customers ~~life~~and not from third-party payors, ~~ethical~~GuyCare ~~considerations~~remains ~~related~~subject to ~~inclusivity,~~various ~~accessibility,~~healthcare ~~and~~regulations that affect the ~~potential~~industry ~~for~~as ~~digital~~a ~~divides~~whole ~~will~~and ~~become~~may ~~increasingly~~impact ~~important~~customer ~~for~~use ~~regulators~~of toits ~~address~~solutions;

● AIPractice ~~Ethics~~of Medicine and Telehealth: AsGuyCare’s ~~artificial~~telemedicine ~~intelligence~~services are currently licensed in four states, with plans to expand its operations to all 41 states that allow nurse practitioners to operate telemedicine services that GuyCare provides. The approval of the licensing in these additional states is ~~likely~~expected to ~~play~~occur on a ~~significant~~rolling ~~role~~basis in 2024. For the ~~functioning~~remaining ~~and~~nine ~~moderation~~states, ofwhich ~~the~~require ~~metaverse~~such services to be provided by a licensed doctor, ~~regulating~~GuyCare AIis ~~ethics~~seeking ~~will~~to becontract ~~critical~~with medical groups or hire licensed doctors to provide such services. ~~This~~GuyCare ~~includes~~has ~~preventing~~established ~~algorithmic~~systems ~~bias,~~to ~~ensuring~~ensure ~~transparency~~that inproviders AIare ~~decision-making,~~appropriately licensed and ~~protecting~~that ~~against~~telehealth ~~harmful~~services AIare ~~behavior;~~delivered in compliance with applicable laws and regulations;

● ~~Digital~~Affiliated ~~Identity~~Pharmacies: ~~Managing~~GuyCare ~~and~~contracts ~~protecting~~with ~~the~~affiliated ~~identities~~pharmacies ofto ~~individuals~~provide inpharmaceutical services. When medication is prescribed, the ~~metaverse~~client ~~could~~pays beGuyCare adirectly ~~complex~~for ~~issue.~~the Itprescription, ~~will~~and beGuyCare ~~critical~~then tosends ~~balance~~the ~~anonymity~~prescription and ~~freedom~~payment ofto ~~expression~~one or more mail order pharmacies that GuyCare contracts with, ~~the~~which ~~need~~then ~~for~~dispenses ~~accountability~~the tomedication ~~prevent~~directly ~~malicious~~to ~~behavior.~~the client;

~~Glossary~~● U.S. Federal and State Fraud and Abuse Laws: Given its current operations, GuyCare believes that the Anti-Kickback Law, the federal False Claims Act, and the Stark Law should not apply to its business. However, if the scope of ~~Terms~~these laws is extended or GuyCare begins accepting reimbursement payments from third-party payors, it may become subject to these laws and need to modify its business model accordingly;

~~Virtual~~● ~~Reality:~~U.S. ~~Virtual~~Food ~~Reality~~and Drug Administration (VR“FDA”) ~~refers to~~Regulations: aCertain ~~computer-generated~~products ~~simulation~~available orthrough ~~environment~~GuyCare’s ~~that~~platform, ~~can~~as bewell ~~experienced~~as ~~and~~the ~~interacted~~third-party ~~with~~suppliers ~~using~~and ~~specialized~~manufacturers ~~hardware~~of these products, ~~such~~are assubject ~~headsets or~~to ~~gloves~~extensive FDA regulations. ItGuyCare ~~immerses~~believes ~~users~~that its product promotion is conducted in amaterial ~~digital~~compliance ~~world~~with FDA and other regulations. However, if the FDA determines that ~~can~~GuyCare’s ~~replicate~~product ~~real-world~~promotion constitutes promotion of an unapproved use or ~~fantastical~~unapproved ~~settings~~product, ~~providing~~GuyCare acould ~~sense~~face ofregulatory ~~presence~~ and ~~allowing~~/or ~~for~~legal ~~realistic,~~enforcement ~~interactive~~actions; ~~experiences.~~and

8● Health Information Privacy and Security Laws: GuyCare has developed and maintains policies and procedures to protect customers’ health and personal information, including the adoption of administrative, physical, and technical safeguards. As GuyCare’s business operations continue to develop, it may collect additional sensitive information from customers, creating further compliance obligations and increasing exposure to regulatory risks.

~~Metaverse~~Innovative ~~Industry:~~Delivery The metaverse industry refers to the collective ecosystem of companies, technologies, and platforms involved in creating and developing the metaverse. The metaverse is a virtual universe or interconnected network of digital spaces where users can interact with each other and digital objects in real time. It aims to provide a shared, immersive, and persistent digital environment that transcends traditional online experiences.Model

~~Digital~~GuyCare ~~Economies:~~operates ~~Digital~~through ~~economies~~a ~~refer to~~hybrid ~~the~~model ~~virtual~~comprising a ~~economies~~single ~~that~~brick-and-mortar ~~exist~~clinic ~~within~~and ~~online~~an ~~platforms,~~advanced ~~games,~~telehealth ~~or virtual worlds~~platform. ~~They~~This ~~involve~~approach ~~the~~enables ~~exchange~~it ofto ~~digital~~extend ~~goods,~~its ~~services~~reach, or ~~currencies,~~offering ~~which~~accessible and ~~can~~confidential ~~have~~healthcare ~~real-world~~services ~~value.~~to Inmen ~~these~~across ~~economies,~~diverse ~~users~~geographic ~~can~~locations. ~~engage~~By inleveraging ~~various~~technology ~~economic~~and ~~activities~~personalization, ~~such~~GuyCare strives asto ~~buying~~deliver ~~and selling~~exceptional ~~virtual~~care ~~items,~~while ~~earning~~prioritizing ~~virtual~~convenience ~~currencies,~~and orcomfort ~~participating~~for inits ~~virtual marketplaces~~patients.

~~Augmented~~Strategic Reality: Augmented Reality (“AR”) is a technology that overlays digital information or virtual elements onto the real-world environment. AR enhances the user's perception of the physical world by integrating computer-generated graphics, sounds, or other sensory inputs into their view, typically through the use of smartphones, tablets, or AR glasses. It blends virtual content with the real world, providing an interactive and enriched experience.Synergies

~~Mixed~~As ~~Reality:~~a ~~Mixed~~subsidiary ~~Reality~~of ~~(“MR”) refers~~ROII, toGuyCare ~~the~~benefits ~~merging~~from shared ofresources, ~~real-world~~infrastructure, and ~~virtual~~expertise, ~~elements~~enabling it to ~~create~~scale ~~new~~its ~~environments~~operations ~~and~~efficiently. ~~visualizations~~GuyCare’s ~~where~~growth ~~physical~~strategy ~~and digital objects~~revolves ~~coexist~~around ~~and~~expanding ~~interact~~its inclinic ~~real~~network, ~~time.~~further MRenhancing ~~combines~~its ~~elements~~telehealth ofcapabilities, ~~both virtual reality~~ and ~~augmented~~forging ~~reality,~~strategic ~~allowing~~partnerships ~~users to experience~~ and acquisitions ~~manipulate~~that ~~virtual~~align ~~objects~~with ~~within~~GuyCare’s ~~their~~mission ~~physical~~to ~~surroundings.~~improve ~~It enables a seamless integration of the real and virtual worlds, enhancing the user'~~men’s ~~perception~~health ~~and~~outcomes ~~interactions~~globally.

Digital Character Skins: Digital character skins are virtual cosmetic items or appearances that can be applied to a character or avatar in a video game, virtual world, or online platform. These skins are purely aesthetic and do not affect gameplay mechanics. They allow users to customize the visual appearance of their digital persona, often offering unique designs, costumes, or visual effects that can be acquired or purchased within the virtual environment.7

Non-Fungible Tokens: Non-Fungible Tokens (“NFTs”) are digital assets that represent ownership or proof of authenticity of a unique item or piece of content. Unlike cryptocurrencies such as Bitcoin, which are fungible and interchangeable, NFTs are distinct and indivisible. They are typically based on blockchain technology, providing a transparent way to verify ownership and track the provenance of digital assets, such as artwork, collectibles, virtual real estate, or in-game items. NFTs have gained popularity for their potential to revolutionize digital ownership and enable creators to monetize their digital creations.Conclusion

AIGuyCare ~~(Artificial~~stands ~~Intelligence):~~at ~~Artificial Intelligence refers to~~ the ~~development~~forefront of ~~computer systems that can perform tasks that typically require human intelligence. AI involves~~men’s ~~the~~health ~~creation of algorithms~~ and ~~models~~wellness, ~~that~~committed ~~enable machines~~ to ~~perceive,~~delivering ~~reason~~personalized, ~~learn~~discreet, and ~~make~~comprehensive ~~decisions~~solutions orthat ~~predictions~~empower ~~based~~men onto ~~data. It~~lead ~~encompasses~~healthier, ~~various~~more fulfilling ~~subfields~~lives. ~~such~~With asGuyCare’s ~~machine~~unwavering ~~learning,~~dedication ~~natural~~to ~~language processing~~innovation, ~~computer vision~~excellence, and ~~robotics.~~patient-centered AIcare, ~~aims~~it is poised to ~~replicate~~capitalize oron ~~augment~~the ~~human~~growing ~~intelligence~~demand tofor ~~solve~~specialized ~~complex~~men’s ~~problems,~~healthcare ~~automate~~services ~~processes,~~ and ~~improve~~make ~~efficiency~~a ~~across~~meaningful ~~different~~impact ~~domains~~on the well-being of its clients nationwide.

~~Machine~~Further, ~~Learning:~~GuyCare ~~Machine~~is ~~Learning~~well-positioned isto acapitalize ~~subset~~on ofthe AIgrowing ~~that~~demand ~~focuses~~for onspecialized ~~developing~~men’s ~~algorithms~~healthcare ~~and~~services ~~models~~by ~~that~~leveraging ~~enable~~its ~~computers~~brand, toinnovative ~~learn~~products ~~from~~and ~~data~~services, and ~~make~~commitment to ~~predictions~~clinical orexcellence. ~~decisions without~~As ~~being~~GuyCare ~~explicitly~~expands ~~programmed.~~its MLclinic ~~algorithms~~network, ~~learn~~enhance ~~patterns,~~its ~~relationships~~telehealth capabilities, and ~~insights~~forge ~~from~~strategic ~~training data~~partnerships, it ~~allowing~~is ~~them~~poised to ~~generalize and~~ make ~~predictions~~a orlasting ~~take~~impact ~~actions~~ on ~~new,~~the ~~unseen~~well-being ~~data.~~of Itmen ~~involves~~worldwide ~~techniques~~while ~~such~~driving aslong-term ~~supervised~~value. ~~learning,~~GuyCare’s ~~unsupervised~~strong ~~learning,~~focus ~~and~~on ~~reinforcement~~compliance ~~learning.~~with ~~Machine~~the ~~learning~~complex ~~has~~regulatory ~~applications~~landscape ingoverning ~~various~~healthcare, ~~fields~~telehealth, ~~including~~and ~~image~~privacy ~~recognition,~~ensures ~~natural~~that ~~language~~it ~~processing, recommendation~~can ~~systems,~~navigate the challenges and ~~predictive~~opportunities ~~analytics~~in the evolving men’s health market.

9askROI

Digital Identity: Digital identity refers to the online representation of an individual or entity within digital systems or platforms. It encompasses the collection of personal information, attributes, and credentials that uniquely identify an individual in the digital realm. Digital identity can include various elements, such as usernames, passwords, biometric data, email addresses, and social media profiles. It plays a crucial role in online authentication, access control, and personalized experiences across a range of digital services, including social media, e-commerce, banking, and government platforms. Digital identity management involves the secure and responsible handling of personal information to ensure privacy and protect against identity theft or misuse.Overview

~~Corporate~~askROI, ~~Information~~an endeavor of ROII, will be an AI-powered SAAS platform designed to enhance how businesses leverage their data. Central to askROI’s potential technology is a licensed LLM from a leading provider, ensuring top-notch natural language processing, data security, and privacy compliance.

~~BNC~~askROI ~~was~~integrates ~~incorporated in~~seamlessly ~~Nevada~~with ona ~~January 9, 2023. BNC~~company’s ~~principal~~tools ~~executive~~and ~~offices~~data sources, ~~are~~delivering ~~located~~actionable atinsights, ~~303~~intelligent ~~Pearl Parkway Suite 200~~analysis, ~~San~~ ~~Antonio, TX 78215,~~ and ~~our~~data-driven ~~telephone~~decision ~~number is (800) 762-7293~~support. AsThe ofplatform ~~March~~interprets 31complex queries, identifies ~~2023~~relevant information, ~~BNC~~and ~~had~~provides 17contextualized ~~employees~~responses, ~~including~~continuously ~~ten~~learning ~~full-time~~and ~~employees~~adapting to each organization’s unique language.

~~BNC’s website address is~~Whether ~~www.bitnile.com.~~used ~~BNC’s~~for ~~website~~empowering ~~and~~sales ~~the~~teams, ~~information~~enabling ~~contained~~support onteams, or providing ~~that~~administrators ~~can~~with bereal-time ~~accessed through~~analytics, ~~that~~askROI ~~website~~aims ~~will~~to ~~not~~transform bebusiness ~~deemed to~~operations. beWith ~~incorporated~~exclusive byaccess ~~reference~~to inadvanced ~~and~~LLM technology, ~~are~~askROI ~~not~~sets ~~considered~~a ~~part~~new ofstandard ~~this~~for ~~Annual~~AI-powered ~~Report~~insights in North America.

~~Agora~~MeetKai Agreements

~~Following~~On July 12, 2024 (the ~~Company’s~~“Execution ~~sale~~Date”), we entered into (i) a Master Services Agreement (the “MSA”), (ii) a Statement of ~~Trend~~Work ~~Holdings~~#1 to the MSA (the “MSA SOW”), ~~Agora’s~~(iii) ~~only~~a ~~operating~~Development ~~subsidiary~~Agreement (the “DA”), ~~Bitstream~~(iv) a Statement of Work #1 to the DA (the “DA SOW” and collectively with the MSA, ~~engages~~the MSA SOW and the DA, the “Transaction Documents”), and (v) a letter agreement (the “Side Letter”) with MeetKai, Inc. (“MeetKai”). The MSA and MSA SOW supersede, in their entirety, the ~~hosting~~Master Services Agreement and Statement of ~~digital~~Work ~~asset~~#1 ~~miners~~to ~~for~~the Master Services Agreement we entered into with MeetKai, dated February 21, 2024, which prior agreements, pursuant to their terms, never became effective and were terminated simultaneously with the ~~mining~~execution of ~~Bitcoin~~the Transaction Documents.

~~Bitstream~~MSA and MSA SOW

~~Bitstream~~Pursuant ~~was~~to ~~originally~~the ~~organized~~MSA and the MSA SOW, MeetKai granted us a right (the “License”) to beuse, ~~our~~sub-license ~~Bitcoin~~and/or ~~mining~~resell ~~subsidiary~~MeetKai’s generative AI platform (the “LLM Platform”). ~~Due~~The toLicense ~~regulatory~~will ~~challenges~~be perpetual (the “MSA Term”) and ~~delays~~we ~~with~~will ~~its~~have ~~planned~~the ~~initial~~(i) ~~public~~right ~~offering,~~(which ~~Bitstream~~shall ~~transitioned~~be ~~its~~exclusive ~~business~~during ~~model~~the ~~from~~first ~~digital~~two ~~asset~~years ~~mining~~of the MSA Term, and non-exclusive thereafter) to ~~hosting.~~use, ~~Bitstream~~sub-license ~~also~~and/or ~~divested~~resell ~~all~~the ~~Bitcoin~~LLM ~~holdings.~~Platform ~~Bitstream~~on ~~entered~~a ~~into~~“white-labeled self-service basis” to our end customer (the ~~aforementioned~~“End ~~MSA~~User”), ~~with~~provided ~~BitNile~~that ~~Inc.~~such end customers are headquartered within the territory ~~but~~of ~~due~~North toAmerica ~~limited~~(the ~~capital~~“Territory”) ~~has~~and ~~not~~(ii) ~~been~~non-exclusive ~~able~~right to ~~fulfill~~use, sub-license and/or resell the ~~terms~~LLM ofPlatform ~~that~~to ~~MSA~~an End User outside the Territory. ~~The~~Either ~~Company~~party iswill ~~devoting~~have the ~~majority~~right ofto ~~its~~terminate ~~capital~~the ~~going~~License (A) after five years from the Execution Date, for ~~forward~~any toor ~~its~~no ~~core~~reason, ~~business~~upon of60 days prior written notice or (B) at any time if the ~~Platform~~other party materially breaches the MSA SOW and isfails ~~not~~to cure ~~confident~~such ~~that~~breach ~~Bitstream~~within agreed upon cure periods. In addition, we will ~~become~~have athe ~~viable~~right ~~hosting~~to ~~company~~terminate inthe License at any time beginning 20 months after the ~~future~~Execution Date, for any or no reason, upon 60 days prior written notice.

~~Zest~~The ~~Labs~~licensing fee (the “Licensing Fee”) for the License during the MSA Term will be payable as follows: (i) $666,667 within five (5) days of the Execution Date; (ii) $666,667 on the 15th day of each month, starting in August 2024 through December 2024; and (iii) $333,334 on the 15th day of each month, starting in January 2025 through the end of the MSA Term. In addition, we have agreed to pay MeetKai a royalty (the “Royalty”) of ten percent (10%) of all Net Income (as defined in the MSA SOW) after askROI has achieved a cumulative revenue threshold of $4 million. Further, we will reimburse MeetKai 100% of its Operational Costs (as defined in the MSA SOW) for maintaining the front-end and back-end of the LLM Platform under the MSA.

Through its wholly owned subsidiary Zest, the Company has developed intellectual property that can offer freshness management solutions for fresh food growers, suppliers, processors, distributors, grocers and restaurants. The Company idled Zest’s operations in conjunction with litigation that was filed against Walmart and Deloitte for trade secret violations; the action against Deloitte was subsequently dismissed. In lieu of conducting operations in Zest, the Company is actively pursuing various licensing or sale opportunities of its intellectual property. As previously noted, the Company intends to transfer all of the common stock of Zest into Zest Holdings, which will own all of the intellectual property of Zest as well as the rights to any current and future intellectual property litigation by Zest.8

10DA and DA SOW

~~Competition~~Pursuant to the DA and the DA SOW, MeetKai will design and develop a website for us to be used by the End Users, which will integrate an AI knowledge base chat and virtual assistant platform incorporating the use of the LLM Platform (the “Interface”). Either party will have the right to terminate the DA SOW (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice or (B) at any time if the other party materially breaches the DA SOW and fails to cure such breach within agreed upon cure periods. In addition, we will have the right to terminate the DA SIW at any time beginning 20 months after the Execution Date, for any or no reason, upon 60 days prior written notice.

The ~~Company~~development ~~faces~~fee ~~intense~~(the ~~competition~~“Development ~~with~~Fee”) for ~~respect~~the Interface during the Term will be payable as follows: (i) $166,667 within five (5) days of the Execution Date; (ii) $166,667 on tothe ~~its~~15th ~~products~~day ~~and~~of ~~services~~each month, starting in ~~all~~August ~~markets~~2024 through December 2024; and (iii) $83,333 on the 15th day of each month, starting in ~~which~~January it2025 ~~operates~~through the end of the term.

~~For~~Side ~~a discussion on BNC competition see Business Overview for BNC above.~~Letter

~~Sales~~Pursuant to the Side Letter, we and ~~Marketing~~MeetKai agreed to supplement and modify the Transaction Documents as follows:

~~Through~~1. ~~the~~Until ~~Platform,~~such ~~the~~time ~~Company~~as ~~intends~~we toachieve ~~generate revenues~~Financial ~~through~~Stability (as defined in the ~~sale~~Side ofLetter), ~~tokens~~in orno ~~coins~~event ~~that~~shall ~~provide~~we ~~the~~be ~~end~~responsible ~~user~~for ~~with~~paying ~~interactive~~MeetKai ~~entertainment~~more than an aggregate of $500,000 (~~game~~the ~~play~~“Monthly Minimum”) ~~and~~in ~~durable~~any ~~goods~~calendar ~~principally~~ month for ~~the~~all PCfees, costs and ~~mobile~~expenses ~~platforms.~~under the Transaction Documents (the “Fees and Expenses”);

In2. ~~fiscal~~All ~~year~~Fees ~~2023,~~and ~~Bitstream~~Expenses ~~changed~~due ~~its~~under ~~business model~~the ~~from~~Transaction ~~digital~~Documents ~~asset~~that ~~mining~~are toin ~~digital~~excess ~~asset~~of ~~hosting.~~the ~~Bitstream~~Monthly ~~has~~Minimum ~~generated~~(the no“Accrued ~~revenue~~Fees ~~during~~and ~~2023~~Expenses”) shall accrue (without penalty or interest) and not be payable until such time as we achieve Financial Stability. Once we determine that we have achieved Financial Stability, then we will pay to MeetKai all the Accrued Fees and Expenses in twelve (12), equal monthly payments;

~~Government~~3. ~~Regulations~~So long as we are making the Monthly Minimum payment, MeetKai will not have the right to (i) terminate any of the Transaction Documents for failure to pay any Fees and Expenses or (ii) stop or slow down on providing services under the Transaction Documents. We will have sixty (60) days to cure any breach of the failure to pay any Fees and Expenses; and

~~Set~~4. ~~forth~~In ~~below~~the isevent anthat ~~overview~~we are unable to raise $10 million of gross proceeds from raising capital (equity, debt or a combination thereof) within four (4) months from the ~~government regulations~~Execution Date, then we ~~presently~~and ~~face~~MeetKai orshall ~~could~~use ~~face~~good asfaith aefforts ~~result~~to ofrenegotiate ~~our~~the ~~current~~terms, conditions, scope and ~~planned~~Fees ~~operations~~and Expenses of the Transaction Documents. AsIn the ~~regulatory~~event ~~and~~that ~~legal~~the ~~environment evolves~~parties, wehaving ~~may~~used ~~become~~good ~~subject~~faith efforts to ~~new~~reach ~~laws,~~agreement ~~such~~on asrevised ~~further~~terms, ~~regulation~~conditions, byscope ~~the~~and ~~SEC~~Fees and ~~other~~Expenses ~~agencies~~of the Transaction Documents, ~~which~~fail ~~may~~to ~~affect~~reach ~~our~~such ~~hosting~~agreement ~~and other~~within ~~activities.~~45 ~~For~~days ~~additional~~of ~~discussion~~the ~~regarding~~start ~~our~~of ~~belief~~such ~~about~~renegotiation period, then either party shall have the ~~potential~~right, ~~risks~~upon ~~existing~~written ~~and~~notice ~~future~~to ~~regulation~~the ~~pose~~other party, to ~~our business~~terminate one or more of the Transaction Documents that were not renegotiated, ~~see~~with ~~“Risk~~immediate ~~Factors~~effect.”

~~For~~Product ~~a discussion of BNC government regulation see Business Overview for BNC above.~~Functionality

~~Agora~~● Seamless Integration: askROI aims to connect with a wide range of business tools, including customer relationship management (“CRM”) systems, cloud storage services like OneDrive and Google Drive, and communication platforms such as Slack and Microsoft Teams. By integrating with these widely used tools, askROI aims to ensure that users can access and analyze data from various sources without needing to switch between multiple applications. Ongoing expansion of integration partnerships will further streamline data access and analysis, making it easier for businesses to incorporate askROI into their existing workflows.

~~Although~~● ~~there~~Contextualized ~~was~~Understanding: aUtilizing ~~period~~the power of ~~regulatory~~its ~~uncertainty ending~~exclusively inlicensed ~~2018~~LLM, weaskROI ~~believe~~learns ~~that the SEC will not claim that Bitcoin is a security~~ and ~~therefore~~understands ~~that~~each ~~Bitcoin will not be subject to the SEC~~company’s ~~regulation.~~unique ~~The~~terminology, ~~SEC~~product ~~has~~names, ~~been~~and ~~active~~project incodes. ~~pursuing~~This ~~its~~enables ~~regulation~~the ofplatform ~~other~~to ~~cryptocurrencies~~provide byhighly ~~filing~~relevant ~~lawsuits~~ and, ~~more~~tailored ~~recently, administratively~~insights ~~against~~specific ~~a cryptocurrency that tried~~ to ~~register~~each ~~under~~organization. ~~the~~Continuous ~~Securities~~improvements ~~Exchange~~to ~~Act of 1934, as amended (~~the ~~“Exchange Act”). Further, the SEC~~platform’s ~~chairman~~natural ~~has~~language ~~given~~processing acapabilities ~~number of speeches seeking firm regulatory authority over cryptocurrencies. Whether Congress~~ will ~~enact~~allow ~~new~~for ~~legislation~~even inmore ~~this~~nuanced ~~area~~and iscontext-aware ~~uncertain~~analysis, ~~although~~helping inbusinesses ~~June~~to ~~2022,~~get ~~bipartisan~~precise ~~legislation was introduced in the Senate. However, enhanced regulation may adversely affect our future Bitcoin hosting~~ and ~~other~~accurate ~~cryptocurrency~~responses ~~activities. Moreover, there is a risk that the SEC may seek a way~~ to ~~regulate~~their ~~Bitcoin~~complex ~~as a security~~queries.

~~Blockchain~~● ~~and~~Actionable ~~Bitcoin~~Insights: ~~are~~askROI ~~increasingly~~analyzes ~~becoming subject~~vast toamounts ~~governmental~~of ~~regulation,~~data ~~both~~to ingenerate ~~the~~custom ~~U.S.~~reports, ~~and~~draft ~~internationally.~~data-rich ~~State~~presentations, and ~~local~~create ~~regulations~~visualizations ~~also~~such ~~may~~as ~~apply~~charts ~~to our activities~~ and ~~other activities in which we may participate in the future~~graphs. ~~Other~~By ~~governmental~~turning orraw ~~semi-governmental~~data ~~regulatory~~into ~~bodies~~easily ~~have~~understandable ~~shown~~formats, ~~an interest~~businesses incan ~~regulating~~make orinformed ~~investigating~~decisions ~~companies~~much ~~engaged~~more inquickly ~~the~~than ~~blockchain~~they orotherwise ~~cryptocurrency business~~could. ~~For instance~~Additionally, ~~the~~we ~~Cyber-Digital Task~~believe ~~Force~~that of the ~~U.S.~~introduction ~~Department~~ of ~~Justice~~industry-specific ~~(the~~templates ~~“DOJ”)~~for ~~published~~reports, adata ~~report~~visualizations, ~~entitled “Cryptocurrency: An Enforcement Framework” in October 2020. This report provides a comprehensive overview of the possible threats~~ and ~~enforcement~~analytics ~~challenges~~dashboards ~~the DOJ~~will ~~views~~provide asadded ~~associated~~value ~~with~~for ~~the~~users ~~use~~in ~~and~~various ~~prevalence of cryptocurrency~~sectors, asallowing ~~well~~them asto ~~the~~focus ~~regulatory~~on ~~and~~key ~~investigatory~~metrics ~~means~~relevant ~~the DOJ has at its disposal~~ to ~~deal~~their ~~with these possible threats and challenges~~industry.

~~Presently,~~● weTransparency doand ~~not~~Security: ~~believe~~The ~~any~~platform ~~U.S.~~is ordesigned ~~state regulatory~~with ~~body~~transparency ~~has~~in ~~taken~~mind, ~~any~~citing ~~action~~specific ordata ~~position~~sources ~~adverse~~for toits ~~Bitcoin~~answers ~~with~~and ~~respect~~providing todirect ~~its~~document ~~production,~~links ~~sale~~for reference. Robust data security measures, ~~and~~including ~~use~~access ascontrols, aencryption, ~~medium~~and ofaudit ~~exchange; however~~trails, ~~future~~are ~~changes~~implemented to ~~existing~~protect ~~regulations~~sensitive orinformation. ~~entirely~~Future ~~new~~updates will focus on achieving compliance with key regulations ~~may~~such ~~affect~~as ~~our~~the ~~business~~European inUnion’s ~~ways~~General itData isProtection ~~not~~Regulation ~~presently~~(“GDPR”), ~~possible for~~System usand toOrganization ~~predict~~Controls ~~with~~2, ~~any~~and ~~reasonable~~Payment ~~degree~~Card Industry Data Security Standards, which we anticipate will ensure that askROI meets the highest standards of ~~reliability~~data protection and privacy.

For example, in 2021 China banned Bitcoin mining. Additionally, lawmakers in New York recently approved legislation which would impose a two-year moratorium on certain cryptocurrency mining, including Bitcoin.9

~~Although~~● ~~Bitstream~~Ethical AI: askROI is nocommitted ~~longer~~to ~~actively~~the ~~engaged in~~ethical ~~digital~~development ~~asset~~and ~~mining~~use of AI. This includes implementing strict guidelines and oversight mechanisms to mitigate risks of bias, ~~regulations~~discrimination, ~~affecting~~or ~~Bitcoin~~misuse. By adhering to industry best practices and ~~other~~ethical ~~digital~~standards, ~~assets~~we ~~have~~believe athat ~~direct~~askROI ~~impact~~ensures onthat its ~~hosting~~AI ~~business~~models ~~model.~~are ~~See “Risk~~developed ~~Factors”~~and atdeployed ~~page~~responsibly, 29fostering oftrust ~~this~~among ~~Report~~its users and stakeholders.

11● Partner Ecosystem: askROI is currently focused on developing a robust network of consultancies, system integrators, and industry-specific solution providers. These partnerships are designed to accelerate the adoption of the platform by offering tailored solutions that meet the specific needs of different businesses. Partners will provide additional expertise, helping customers integrate askROI into their operations smoothly and efficiently. This collaborative approach aims to enhance the overall user experience and maximize the value delivered by askROI.

~~Environmental~~Business ~~Compliance~~Strategy

askROI is currently in testing, with a focus on support and commercial applications. Its flexible architecture and powerful AI capabilities make it suitable for a wide range of industries. The ~~Company’s~~go-to-market strategy involves refining the core ~~operations~~product ~~through~~based ~~the Platform~~on ~~are~~feedback ~~virtual~~from inbeta ~~nature~~users and ~~have~~rolling ~~minimal~~it ~~environmental~~out ~~impact,~~in ifstages ~~any~~to additional sectors.

~~Our~~Key ~~operations~~strategic ~~through~~initiatives Agora’s subsidiary Bitstream, are or may become subject to numerous laws and regulations relating to environmental protection and climate change. These laws and regulations change frequently, and the effect of these changes is often to impose additional costs or other restrictions on our operations. We cannot predict the occurrence, timing, nature or effect of these changes. We also operate under a number of environmental permits and authorizations. The issuing agencies may take the position that some or all of these permits and authorizations are subject to modification, suspension, or revocation under certain circumstances.include:

~~While~~● weLeveraging ~~are currently not experiencing any material expenses related to~~ the ~~environmental~~Exclusive ~~compliance,~~LLM weLicensing ~~may~~Agreement: ~~become~~By ~~subject~~utilizing toour ~~environmental~~exclusive orlicensing ~~other~~agreement ~~related~~for ~~laws~~advanced ~~and~~LLM ~~regulations~~technology, inwe ~~the future,~~aim ~~which~~to ~~may~~differentiate ~~result~~askROI from acompetitors. ~~number~~This ofagreement ~~causes,~~enables ~~the~~us ~~likelihood~~to ofoffer ~~which~~advanced ~~would~~natural ~~increase~~language ~~should~~processing wecapabilities ~~determine to initiate Bitcoin mining operations~~ and~~/or~~ ~~due~~apply it to ~~new~~only ~~regulations~~a ~~being~~particular ~~considered.~~customer’s ~~Please~~data, ~~review~~helping ~~the~~to ~~Risk~~set ~~Factors~~us apart in ~~Item~~the 1Amarket ~~of this Report~~ and ~~the~~establish ~~paragraph that~~a ~~follows~~strong ~~with~~position ~~regard~~in toNorth ~~potential environmental and other compliance expenses~~America.

On● ~~March~~Expanding ~~21,~~Integration ~~2022,~~Partnerships: ~~the~~We SEC released proposed rule changes on climate-related disclosure. The proposed rule changes would require registrants, including the Company, to include certain climate-related disclosures in registration statements and periodic reports, including information about climate-related risks that are ~~reasonably~~ ~~likely~~actively toexpanding ~~have~~our aintegration ~~material~~partnerships ~~impact~~with on the ~~registrant’s~~objective ~~business, results~~ of ~~operations,~~having oraskROI ~~financial~~be ~~condition,~~able ~~and~~to ~~certain climate-related~~seamlessly ~~financial~~connect ~~statement~~with ~~metrics in~~ a ~~note~~variety ~~to their audited financial statements. The required information about climate-related risks would include disclosure~~ of abusiness ~~registrant’s~~tools ~~greenhouse gas emissions, information about climate-related targets~~ and ~~goals, and transition plan, if any, and extensive attestation requirements~~platforms. ~~The~~By ~~proposed~~prioritizing ~~new~~integrations ~~rules~~with would also require companies to disclose multiple levels of climate impact, including primary direct impacts from the registrant’s own operations, as well as secondary and tertiary effects of the operations and uses by contractors that the registrant utilizes and endwidely-~~users~~used oftools ~~the~~such ~~registrant’s products and/or services. If adopted~~ as ~~proposed,~~CRM ~~the rule changes will result in material additional compliance and reporting costs~~systems, ~~including~~cloud ~~monitoring, collecting,~~storage analyzing and reporting the new metrics and implementing systems and hiring additional internal and external personnel with the requisite skills and expertise to serve those functions. We expect that the rules will be adopted in large part at leastservices, and ~~our compliance~~communication ~~costs will be material. However~~platforms, ~~following a June 2022 U.S. Supreme Court administrative decision,~~ we ~~expect~~aim ~~a court challenge~~ to ~~any~~reduce ~~final~~adoption ~~rule~~barriers ~~promulgated~~and byincrease ~~the~~our ~~SEC.~~potential Weuser ~~cannot predict the outcome of any such challenge~~base.

~~Intellectual~~● ~~Property~~Targeted Marketing Campaigns: Our marketing strategy includes targeted campaigns designed to showcase real-world use cases of askROI. These campaigns will highlight how the platform can drive tangible business outcomes across various functions and industries, helping potential customers understand the practical benefits of adopting our solution.

~~The~~· ~~Company~~Developing ~~owns~~a ~~all~~Robust Partner Ecosystem: We are building a network of ~~the~~consultancies, ~~intellectual~~system ~~property~~ integrators, and industry-specific solution providers to accelerate the ~~Platform~~adoption of askROI. ~~BNC’s~~We ~~software~~believe ~~provider,~~that ~~MeetKai,~~these ~~owns~~partnerships ~~various~~will ~~patents~~enable ~~related~~us to offer tailored solutions that meet the ~~metaverse~~specific ~~which~~needs ~~may~~of ordifferent ~~may~~businesses, ~~not~~enhancing bethe ~~transferred to~~overall ~~BNC~~value atproposition aof ~~future~~our ~~date~~platform.

~~The~~● ~~Company~~Investing ~~through~~in ~~Zest~~Research ~~Labs, currently holds rights to 75 U.S. patents (with additional patents pending), numerous related foreign patents,~~ and ~~U.S.~~Development: ~~copyrights~~Continuous ~~relating~~investment to certain aspects of its Zest Labs software, hardware devices including RFID technology, software, and services. In addition, Zest has registered, and/or has applied to register trademarks and service marks in ~~the~~research ~~U.S.~~ and adevelopment ~~number~~is ofcrucial ~~foreign countries~~ for ~~“Intelleflex,” the~~maintaining ~~Intelleflex~~a ~~logo,~~competitive ~~“Zest,” “Zest Data Services,” and the Zest, Zest Fresh and Zest Delivery logos, and numerous other trademarks and service marks~~edge. ~~Many~~We of Zest’s products have been designed to include licensed intellectual property obtained from third parties. Laws and regulations related to wireless communications devices in the jurisdictions in which Zest seeks to operate, subject to the outcome of pending litigation and financing and, are ~~extensive~~committed ~~and subject~~ to ~~change.~~advancing ~~Wireless~~our ~~communication~~AI ~~devices,~~capabilities ~~such as RFID readers, are subject to certification and regulation~~ by ~~governmental~~collaborating ~~and~~with ~~standardization~~our ~~bodies.~~LLM ~~These~~technology ~~certification~~provider ~~processes are extensive~~ and ~~time~~exploring ~~consuming,~~new ~~and~~innovations ~~could result~~ in ~~additional~~natural ~~testing~~language ~~requirements~~processing, ~~product~~machine ~~modifications~~learning, orand ~~delays~~data ~~in product shipment dates~~analytics.

~~Dependence~~● onEstablishing ~~Major~~a ~~Customers~~Customer Success Program: To maximize the potential that our users derive maximum value from askROI, we are developing a comprehensive customer success program. This program will include providing thorough onboarding, training, and support resources, as well as regular check-ins and consultations to help customers optimize their use of the platform over time.

~~From~~By ~~time-to-time~~pursuing wethese ~~have~~strategic ~~had~~initiatives, ~~and~~askROI ~~may~~aims ~~continue~~ to ~~have~~position ~~customers~~itself as ~~generating~~a 10leading ~~percent~~AI-powered orinsights ~~more~~engine offor ~~the~~businesses ~~Company’s~~in ~~consolidated~~North ~~revenues~~America, ~~and~~driving ~~loss~~data-driven ofdecision-making ~~such~~and ~~customers~~operational ~~could have a~~excellence ~~material~~across ~~adverse~~various ~~effect on the Company~~industries.

~~In the fiscal year ended March 31, 2023, we did not recognize any revenue from continuing operations, so a customer concentration risk would not be applicable.~~Competition

~~Human~~askROI ~~Capital~~competes in a dynamic market with several established players in the AI and analytics space. While we believe our exclusive licensing agreement for cutting-edge LLM technology provides a competitive edge, we recognize that we are only one of many suppliers to offer AI-powered insights, most of which have far greater financial, operational and other resources than we do.

AsKey ofstrengths ~~the date of this Annual Report, we have 6 full-time employees dedicated to all operations other than BNC. BNC had 17 employees, including ten full-time employees.~~include:

12● Advanced LLM Technology: Our licensing agreement enables us to leverage state-of-the-art natural language processing capabilities.

~~Our~~● ~~ability~~Seamless toIntegration: ~~successfully~~askROI ~~execute~~integrates ~~our~~smoothly ~~strategic initiatives is highly dependent on recruiting and retaining skilled personnel. Our compensation philosophy is based on incentivizing and rewarding performance,~~ with ~~alignment~~existing ofbusiness ~~individual~~tools, ~~corporate,~~facilitating ~~and~~rapid ~~shareholder interests~~adoption. ~~Compensation includes salaries, benefits, and equity participation. Our owner operator drivers are not salaried employees.~~

~~We are committed to the health, safety, and well-being of our employees and drivers. We follow applicable local, state, and federal laws, regulations, and guidance.~~10

~~Our~~● ~~Code~~Company-Specific ofContext: ~~Business~~The ~~Conduct~~platform’s ~~and~~ability ~~Ethics is designed~~ to ~~ensure~~learn ~~that~~and ~~all~~adapt ~~employees~~to ~~maintain~~unique ~~the~~organizational ~~highest~~language ~~standards~~provides oftailored ~~business conduct in every aspect of their dealings with each other, customers, suppliers, vendors, service providers, shareholders, and governmental authorities~~insights.

● Focus on Actionable Insights: We ~~believe~~aim ~~our~~to ~~relations~~empower users with ~~our~~data-driven ~~employees~~decisions and ~~drivers~~ ~~are~~tangible ~~satisfactory~~business outcomes.

~~Proposed~~● ~~Spin-Offs~~Commitment to Data Security: Robust measures are in place to promote the protection of sensitive information.

AsDespite ~~previously~~these ~~discussed~~strengths, ~~the~~we ~~spin-off~~are aware of the ~~legacy~~significant ~~non-core~~competition ~~subsidiaries~~from isboth ~~subject~~established tocompanies ~~various factors. Although White River~~ and ~~Banner~~emerging ~~Midstream were divested and transferred to WTRV in July 2022 and Wolf Energy in September 2022~~startups, ~~respectively,~~many ~~in reverse merger transactions, the planned and announced stock dividends to the Company shareholders~~ of ~~record~~which asare ~~of September 30, 2022 is subject to the SEC’s approval of Form S~~well-1funded ~~registration statements for WTRV~~ and ~~Wolf~~have ~~Energy,~~substantial ~~which are still undergoing review by the SEC~~resources. ~~The~~To ~~Company~~compete effectively, ~~still~~we ~~has~~focus ~~full~~on ~~intentions~~building toa ~~distribute~~strong ~~100%~~brand, ofcultivating ~~the common~~customer ~~stock~~loyalty, ~~it received from Wolf Energy~~ and ~~common~~leveraging ~~stock~~our itpartner ~~will~~ecosystem ~~receive~~to ~~from~~deliver ~~WTRV upon the conversion of preferred stock, upon the~~comprehensive ~~effectiveness of the aforementioned Form S-1’s~~solutions.

~~The~~Our ~~spin-off~~success ofdepends ~~Zest~~on ~~Labs~~consistently ~~into~~delivering value, ~~Zest~~staying ~~Holdings~~at ~~is expected~~the toforefront ~~occur~~of ~~prior~~technological innovation, and adapting to ~~quarter~~market needs. By remaining agile, customer-~~end~~focused, ~~September~~and 30committed to our vision, ~~2023~~askROI aims to navigate the competitive landscape and establish a strong presence in the North American market.

AsRegulatory ~~previously~~Environment ~~noted,~~(Present ~~the~~and Company made the decision in January 2023 to terminate Agora’s planned initial public offering. Instead, Agora will remain in the Company as a majority owned subsidiary due to potential synergies which could be achieved with BNC.Future)

~~Corporate~~The ~~Information~~regulatory landscape for AI and data-driven technologies is evolving rapidly, presenting both challenges and opportunities for askROI. Our exclusive licensing agreement for the LLM technology in North America adds an additional layer of complexity, as it must ensure compliance not only with regional regulations but also with the terms and conditions of the licensing agreement itself.

~~Our~~On ~~principal~~the ~~executive~~one ~~offices~~hand, ~~are~~the ~~located~~increasing ~~at 303~~focus ~~Pearl~~on ~~Parkway,~~data privacy ~~Suite~~and ~~200~~security, ~~San~~as ~~Antonio,~~exemplified TXby ~~78215,~~regulations ~~and~~such ~~our~~as ~~telephone~~the ~~number~~GDPR, ishighlights ~~(800)~~the ~~762-7293.~~critical ~~Our~~importance ~~website~~of ~~address~~responsible isdata ~~http://bitnile.net/.~~management ~~Our website~~ and ~~the~~protection. ~~information~~This ~~contained~~aligns ~~on,~~closely orwith ~~that~~our ~~can~~core bevalues ~~accessed~~and ~~through,~~ our ~~website~~commitment ~~will not be deemed~~ to beensuring ~~incorporated~~the bysecurity ~~reference in~~ and ~~are~~confidentiality ~~not considered part~~ of ~~this~~customer ~~Annual Report~~data.

13On the other hand, the lack of clear and consistent guidelines around the ethical development and use of AI technologies creates a degree of uncertainty for companies operating in this space. As regulators and policymakers work to catch up with the rapid pace of technological advancement, there is a risk of overregulation or fragmented regulatory frameworks that could hinder innovation and growth.

~~ITEM~~To ~~1A.~~navigate ~~RISK~~this ~~FACTORS~~complex regulatory environment, askROI is proactively taking steps designed to ensure compliance with existing regulations while also staying ahead of potential future developments, including:

An● ~~investment~~Collaborating inclosely ~~our~~with ~~common stock involves significant risks. You should carefully consider~~ the ~~following~~LLM ~~risks~~technology ~~and~~provider ~~all~~to ~~other~~seek ~~information set forth in this Annual Report before deciding~~ to ~~invest~~ inensure ~~our~~that ~~common~~askROI’s ~~stock.~~use ~~If any~~ of ~~the~~licensed ~~events~~technology oradheres ~~developments~~to ~~described~~all ~~below~~relevant ~~occurs,~~legal ~~our business, financial condition~~ and ~~results of~~ethical ~~operations may suffer. In that case~~guidelines, ~~the~~both ~~value~~in ofNorth ~~our~~America ~~common stock may decline~~ and ~~you~~in ~~could~~the ~~lose~~provider’s ~~all~~home ~~or part of your investment.~~jurisdiction;

~~You~~● ~~should~~Investing ~~consider each of the following risk factors and any other information set forth~~ in ~~this~~robust ~~Annual~~data ~~Report~~security ~~and~~measures ~~the other reports filed by the Company with the SEC, including the Company’s financial statements~~ and ~~related notes~~processes, insuch ~~evaluating~~as ~~the~~access Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company’s operations and business. Additional risks and uncertainties not presently known to the Companycontrols, ~~or that the Company currently considers immaterial~~encryption, ~~may also impair its business or operations. If any of the following risks actually occurs, the Company’s business~~ and ~~financial~~audit ~~condition~~trails, ~~results~~to orsafeguard ~~prospects~~customer ~~could~~data beand ~~harmed.~~maintain ~~Please also read carefully~~ the ~~section~~highest ~~entitled~~standards ~~“Note About Forward-Looking Statements” at the beginning~~ of ~~this~~data ~~Annual Report.~~privacy;

~~Risks~~● ~~Relating~~Developing toand ~~Our~~implementing ~~Company~~strict guidelines and ~~Our~~ ~~Financial~~oversight ~~Condition~~mechanisms for the ethical development and use of its AI models, drawing on best practices from industry leaders and academic experts;

We● ~~have~~Engaging ~~incurred~~with ~~net~~regulators, ~~losses~~policymakers, onand another ~~annual~~key ~~basis since~~stakeholders ~~our~~to ~~inception~~provide input and ~~may~~guidance ~~continue~~on tothe ~~experience~~development ~~losses~~of ~~and~~AI-related ~~negative~~regulations, ~~cash~~ensuring ~~flow~~that inaskROI’s ~~the~~perspective is heard and that future. regulations are informed by practical realities; and

As● ofMaintaining July 10, 2023, we had cash (not including restricted cash) of approximately $3,492. We have not been profitable on an annual basis since inception and had previously incurred significant operating losses and negative cash flow from operations. We recorded a ~~net~~commitment ~~loss~~to ~~of approximately $87~~transparency,~~361,603~~ ~~and~~both ~~$10,554,452 for the fiscal years ended March 31, 2023 and 2022. In fiscal year 2023, our net loss was increased by non-cash net gain of approximately $32.9 million from a change~~ in ~~the~~terms ~~fair value~~ of ~~our~~how ~~preferred~~askROI ~~stock~~uses and ~~warrant~~protects ~~derivative~~customer ~~liabilities~~data, ~~due~~as towell ~~the~~as ~~weakness of our stock price and $14.4 million related to a day one derivative income on the Series B and Series C preferred stock issuances. Furthermore,~~ in ~~fiscal~~how ~~year~~its ~~2023, our~~AI ~~net~~models ~~loss~~are ~~was~~developed ~~reduced by non-cash net losses of approximately $54.5 million~~ and ~~$20~~deployed.7 ~~million~~This ~~related~~should help to ~~the~~build ~~loss~~trust onwith ~~acquisition~~customers ~~of BitNile~~ and ~~the~~demonstrate ~~change~~askROI’s indedication fair value of the White River investment respectively. Fiscal year 2022 also had non-cash charges gains of approximately $15.4 million from a change in the fair value of our warrant derivative liabilities. We will likely continue to ~~incur losses and experience negative cash flows from operations for the foreseeable future. If we cannot achieve positive cash flow from operations or net income~~responsible, it ~~may~~ethical ~~make~~AI ~~it more difficult to raise capital based on our common stock on acceptable terms~~practices.

~~Our~~By ~~independent~~proactively ~~registered~~addressing ~~public~~these ~~accounting~~regulatory considerations, ~~firm~~staying ~~has~~at ~~issued~~the aforefront ~~going~~of ~~concern~~industry ~~opinion~~best onpractices, ~~our~~and ~~consolidated~~working ~~financial~~closely ~~statements~~with ~~for~~its ~~the~~LLM ~~year~~technology ~~ended March 31~~provider, ~~2023~~askROI asaims ato ~~result~~ensure ofits ~~our~~own ~~continued~~compliance ~~net~~and ~~losses,~~success ~~working~~while ~~capital~~delivering ~~deficiency,~~innovative ~~and~~AI ~~accumulated~~solutions ~~deficit~~to its customers.

~~The~~As ~~accompanying financial statements for~~ the ~~year~~regulatory ~~ended~~landscape ~~March~~continues ~~31,~~to ~~2023 have been prepared assuming the Company will continue as a going concern~~evolve, ~~but the~~ ~~ability~~askROI ofwill ~~the~~remain ~~Company~~vigilant ~~to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream~~ and ~~becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity and debt securities. However~~adaptable, ~~management~~always ~~cannot~~prioritizing ~~provide any assurances that~~ the ~~Company~~needs ~~will be successful in accomplishing any~~ of its ~~plans.~~customers ~~If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay,~~ and ~~reduce~~ the ~~scope~~integrity of ~~the Company’s development of~~ its ~~continuing operations~~platform. ~~Continuing~~By ~~as a going~~doing ~~concern~~so, iswe ~~dependent~~are ~~upon~~confident ~~its~~in our ability to ~~successfully~~navigate ~~secure~~any ~~other~~regulatory ~~sources~~challenges ofthat ~~financing~~may arise and ~~the~~emerge ~~ability~~as toa ~~conduct~~leader ~~profitable~~in ~~operations.~~responsible, compliant ~~The~~AI ~~accompanying~~innovation ~~consolidated~~for ~~financial~~businesses ~~statements~~in ~~do not include any adjustments that might be necessary if~~ the ~~Company~~North isAmerican ~~unable to continue as a going concern~~market.

Because we will require additional capital and may need or desire to engage in strategic transactions in the future to support the growth of our metaverse platform, and our inability to generate and obtain such capital or to enter into strategic transactions may be constrained due to, among other items, contractual limitations under the Series B and C preferred stock, our business, operating results, financial condition and prospects could be material and adversely affected.11

The Company announced the termination of its ATM on June 16, 2023, as substantially all of the $3,500,000 proceeds had been raised by the Company through Ascendiant. As of the date of this Annual Report, the Company is exploring additional opportunities to generate capital to continue operating as a going concern but does not have any formal contractual agreements in place.RiskOn360

~~The~~RiskOn360 ~~certificates~~organizes ofand ~~designation~~hosts ofan ~~the~~annual ~~Series~~global success A,conference Bthat ~~and~~serves Cas ~~preferred stock~~a ~~contain~~promotional ~~certain~~vehicle ~~provisions~~for ~~that limit~~ our ~~ability~~company toand ~~act~~our ~~without~~various ~~the~~offerings. ~~consent~~The ofconference ~~their~~is ~~holder,~~designed ~~AAI.~~to ~~This~~foster growth ~~means~~and ~~that~~success ~~AAI~~among ~~could~~attendees ~~prevent us~~by ~~from~~providing ~~entering~~a ~~into~~platform afor ~~strategic~~renowned ~~transaction~~speakers ~~even~~to ifshare wetheir ~~felt~~experiences itand ~~was~~strategies ~~the~~for ~~best~~achieving success ~~interest~~in ofboth ~~the~~their ~~Company~~professional and ~~its~~personal ~~shareholders~~lives.

~~Further,~~The ifprimary weobjective ~~raise~~of ~~additional~~the ~~funds~~RiskOn360 ~~through~~conference ~~future~~is ~~issuances~~to ofeducate ~~equity~~and orinspire ~~convertible~~attendees ~~debt~~by ~~securities,~~exposing ~~our~~them ~~existing~~to ~~shareholders~~a ~~could~~wide ~~suffer~~range ~~significant~~of ~~dilution~~success stories, innovative ideas, and ~~any~~best ~~new~~practices ~~equity~~from across orvarious ~~debt~~industries. ~~securities~~By webringing ~~issue~~together ~~could~~successful ~~have~~individuals ~~rights,~~from ~~preferences~~diverse ~~and~~backgrounds, ~~privileges~~RiskOn360 ~~superior~~aims to ~~those~~create ofa ~~holders~~unique oflearning ~~our~~environment that ~~common~~encourages ~~stock~~networking, collaboration, and personal growth.

14In addition to the annual conference, RiskOn360 is responsible for managing and coordinating the numerous speaking engagements of our representatives. These speaking engagements serve as an important tool for promoting our overall objectives, educating potential clients and partners about our offerings, and establishing our representatives as thought leaders in their respective fields.

WeThrough ~~have~~its ~~substantial~~conference ~~amounts~~and ofspeaking ~~indebtedness.~~engagement ~~This~~activities, ~~indebtedness~~RiskOn360 ~~and~~plays ~~the~~a ~~covenants~~crucial ~~contained~~role in ~~the~~supporting ~~Loan~~our ~~Agreements~~mission ~~substantially~~to ~~limit~~provide ~~our~~innovative ~~financial~~solutions and ~~operating~~valuable ~~flexibility.~~insights ~~Further~~to its clients, ~~conversions~~ultimately ofcontributing ~~the~~to ~~Notes~~their ~~will~~success ~~dilute~~and ~~the~~growth. ~~ownership~~RiskOn360’s ~~interest~~efforts ofin organizing these events not only help to strengthen our ~~existing~~brand ~~shareholders~~recognition but also provide a platform for showcasing our expertise and capabilities to a wide audience.

OnCorporate April 27, 2023, we entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Investors”) providing for the issuance of (i) Senior Secured Convertible Notes (individually, a “Note” and collectively, the “Notes”) with an aggregate principal face amount of $6,875,000, which Notes are convertible into shares of our common stock (the “Conversion Shares”); and (ii) five-year warrants to purchase an aggregate of 2,100,905 shares of common stock. The maturity date of the Notes is April 27, 2024.Information

~~Pursuant~~We towere ~~the SPA, we and certain of our subsidiaries~~incorporated and Arena Investors, LP, as the collateral agent on behalf of the Investors (the “Agent”) entered into a security agreement (the “Security Agreement”), pursuant to which we (i) pledged the equity interests in ~~our~~Nevada ~~subsidiaries and (ii) granted to the Investors a security interest~~ in, ~~among~~2007. ~~other~~Our ~~items,~~principal ~~all~~executive ofoffices ~~our~~are ~~deposit~~located ~~accounts,~~at ~~securities~~11411 ~~accounts,~~Southern ~~chattel~~Highlands ~~paper~~Parkway, ~~documents,~~Suite ~~equipment~~240, ~~general~~ Las ~~intangibles~~Vegas, ~~instruments and inventory~~ NV 89141, ~~and all proceeds therefrom (the “Assets”). In addition, pursuant to the Security~~ ~~Agreement, the subsidiaries granted to the Investors a security interest in its Assets~~ and, ~~pursuant to a subsidiary guarantees, jointly and severally agreed to guarantee and act as surety for~~ our ~~obligation~~telephone tonumber ~~repay~~is ~~the Notes and other obligations under the SPA, the Notes and Security Agreement~~ (~~collectively, the “Loan Agreements”~~800) 762-7293.

~~The~~We ~~Notes~~maintain ~~have a principal face amount of $6,875,000~~website addresses ~~and~~at ~~bear no interest (unless an event of default occurs) as they were issued with an original issuance discount of $1,375,000~~www. ~~The maturity date of the Notes is April 27~~riskonint.com, ~~2024~~www. ~~The Notes are convertible~~bitnile.com, ~~subject to certain beneficial ownership limitations~~www.riskon360.com, ~~into~~and ~~Conversion Shares at a price per share equal to the lower of (i) $3~~www.~~273~~guycare.com. orOur ~~(ii)~~websites ~~the greater of (A) $0.504~~ and ~~(B) 85% of~~ the ~~lowest~~information ~~volume~~contained ~~weighted~~on, ~~average price~~or ~~of our common stock during the ten (10) trading days prior to the date of conversion (the “Conversion Price”). The Conversion~~that ~~Price~~can isbe ~~subject~~accessed tothrough, ~~adjustment~~these inwebsites ~~the~~are ~~event~~not ofincorporated anby ~~issuance~~reference ~~of common stock at a price per share lower than the Conversion Price then~~ in ~~effect~~, asand ~~well~~are asnot ~~upon~~part ~~customary~~of ~~stock~~this ~~splits, stock dividends, combinations or similar events~~Report.

~~The~~Environmental Loan Agreements contain standard and customary events of default including, but not limited to, failure to make payments when due under the Notes, failure to comply with certain covenants contained in the Loan Agreements, or our bankruptcy or insolvency. Such agreements contain restrictions that substantially limit our financial flexibility, over and above the negative covenants contained the transaction document relates to the Series A Preferred Stock, which themselves are substantial. These agreements place limits on our ability to (i) incur additional indebtedness or the Agent otherwise agrees, and (ii) grant security to third persons, among many other items. These restrictions limit our ability to finance our future operations and capital needs. In addition, our substantial indebtedness could require us to dedicate a substantial portion of our cash flow, if any, from the anticipated operations to making payments on our indebtedness and other liabilities, which would limit the availability of funds for working capital and other general corporate purposes; limit our flexibility in reacting to changes in the industries in which we operate or in our competitive environment; place us at a competitive disadvantage compared to those of our competitors who have less debt than we do, and limit our ability to borrow additional funds and increase the costs of any such additional borrowings. If we are unable to pay our debts, including the Notes as they become due and payable, we would become insolvent.Compliance

~~The~~We ~~conversion~~do ofnot ~~some~~believe orthat ~~all of the Notes will dilute the ownership interests of~~ our ~~existing~~operations, ~~shareholders. Any sales~~ in the ~~public market of our common stock issuable upon such conversion~~ ~~could adversely affect prevailing market prices of our common stock. In addition~~aggregate, ~~the~~have ~~existence~~a ofsignificant ~~the~~environmental ~~Notes may encourage short selling by market participants because the conversion of the Notes would likely depress the price of our common stock~~impact.

15Please review the Risk Factors in Item 1A of this Report with regard to potential environmental and other compliance expenses.

WeIntellectual ~~cannot predict our future results because we have virtually no operating history.~~Property

We ~~acquired~~do ~~our~~not ~~metaverse~~currently ~~business~~own, onand ~~March~~do 6,not have any current ~~2023~~plans to seek, ~~which~~any ispatents ~~the~~in ~~Company’s~~connection ~~core~~with ~~business~~our ~~for~~existing ~~future~~and ~~revenue~~planned ~~growth~~operations. ~~Given~~We ~~our~~do ~~highly~~expect ~~limited~~to ~~operating~~rely ~~history~~upon trade secrets, ittrademarks, service ~~may~~marks, betrade ~~difficult~~ names, copyrights and other intellectual property rights and expect to ~~evaluate~~license ~~our~~the ~~future~~use ~~performance~~of orintellectual ~~prospects~~property rights owned and controlled by others. ~~You~~In ~~should~~relation ~~consider~~to ~~the~~bitnile.com, ~~uncertainties~~our intellectual property rights stipulate that weMeetKai ~~may~~holds ~~encounter~~ownership asof all aplatform ~~company~~and ~~that~~service ~~should~~components, including modifications and creative assets generated during our collaboration. However, ownership ~~still~~of beour ~~considered~~specific ancontent ~~early-stage~~remains ~~company~~with us. ~~These~~If ~~uncertainties~~our ~~include:~~content becomes part of collaborative creative assets, MeetKai assumes ownership of these assets, excluding our trademarks.

●Dependence ~~competition~~on ~~from~~Major ~~other more established, better capitalized companies with longer track records in the metaverse, gaming, and sweepstakes businesses;~~Customers

●In ~~our~~the ~~ability~~fiscal toyear ~~market~~ended ~~our~~March ~~services~~31, ~~and~~2024, ~~products~~we ~~for~~did not recognize any revenue from a ~~profit;~~customer that represented 10% or more of our total revenue.

●Human ~~our~~Capital ~~ability to secure and retain key customers;~~Resources

●We are committed to attracting and retaining the brightest and best talent, so investing in human capital is critical to our ~~agreement~~success. ~~with~~The aemployee ~~third-party~~traits we value include industriousness, ~~MeetKai~~intellectual curiosity, ~~for~~growth ~~development~~mindset and ~~hosting~~deeply ~~services~~caring ~~regarding~~about the ~~Platform;~~quality of work. The human capital measures and objectives that we focus on in managing our business include employee safety, talent acquisition and retention, employee engagement, development and training, diversity and inclusion, and compensation and pay equity. None of our employees is represented by a collective bargaining unit or is a party to a collective bargaining agreement. We believe that our relationship with our employees is good.

●The following description provides an overall view of our ~~ability~~company. toSince ~~adapt~~we toare ~~changing~~a ~~market~~holding ~~conditions;~~company, ~~and~~however, every statement may not be applicable to every subsidiary.

~~● our evolving business model.~~12

IfEmployee ~~we are not able to address successfully some or all of these uncertainties, we may not be able to expand our business, compete effectively or achieve profitability.~~Profile

~~Because~~As of March 31, 2024, we ~~must~~had ~~periodically~~36 ~~evaluate~~employees, ~~our intangible~~all ~~assets~~located ~~and~~in ~~investment~~the ~~holdings~~U.S., ~~for~~of ~~impairment~~whom 3 were engaged in engineering and product development, we11 ~~could~~in besales ~~required~~and tomarketing, 17 ~~recognize~~in ~~non-cash~~general ~~impairment~~operations ~~charges~~and 5 in ~~future~~general ~~periods~~administration and finance. All of these employees are employed on a full-time basis. None of ~~which~~our ~~could~~employees ~~have~~is currently represented by a ~~material~~trade ~~adverse~~union. ~~impact~~We onconsider our ~~operating~~relations ~~results~~with our employees to be good.

~~The~~As ~~Company incurred non-cash charges~~ of ~~$54.5 million~~March ~~and~~31, ~~$20.7 million related to the loss on the acquisition of BNC as well as the change in fair value of its investment holding~~2024, ~~pending~~approximately ~~dividend~~41% ~~distribution,~~ of ~~White~~our ~~River.~~current ~~The~~workforce ~~Company~~is ~~will~~female ~~assess~~and ~~these~~59% ~~investments for impairment going forward~~male, and ifour ~~the~~average ~~carrying value~~tenure ofis ~~the~~1.3 ~~holding on the Company’s balance sheet exceeds its estimated fair value, we will record an impairment charge~~years.

As of March 31, 2023, we had not generated revenue in the Company’s core business of the Platform, and the inability to generate significant revenue in this nascent business could adversely affect our business, financial condition, results of operations and prospects.Talent

~~The~~A ~~Company~~core ~~had~~tenet ~~not~~of ~~generated~~our ~~any~~talent system ~~revenue~~is to both develop talent from within and supplement with external hires. This approach has yielded loyalty and commitment in our ~~the~~employee ~~Platform~~base aswhich ofin ~~March~~turn 31grows our business, ~~2023~~our products, and ~~the~~our ~~revenue~~customers, ~~generated~~while ~~during~~adding ~~the~~new ~~first~~employees ~~quarter~~and ofexternal ~~fiscal~~ideas ~~year~~supports a ~~2024~~continuous ~~has~~improvement ~~been~~mindset ~~minimal~~and our goals of a diverse and inclusive workforce.

IfWe ~~the~~believe ~~Company~~we ~~is unable to generate significant~~materially ~~revenue~~comply inwith ~~the~~all ~~near~~applicable ~~future related to gaming~~state, ~~sweepstakes,~~local ~~sponsorship~~and orinternational ~~advertising~~laws ~~within~~governing ~~its~~nondiscrimination ~~metaverse~~in ~~platform~~employment ~~then~~in ~~its~~every ~~business model~~location in ~~the~~which ~~metaverse~~we operate. ~~will~~All beapplicants ~~difficult to fund through continuing operations~~ and ~~additional~~employees ~~capital~~are ~~will~~treated ~~need~~with ~~to be raised by~~ the ~~company to~~same ~~grow~~high ~~its~~level ~~business~~of ~~and~~respect ~~continue~~regardless ~~operating~~of ~~its~~their ~~business~~gender, asethnicity, areligion, national ~~going~~origin, ~~concern.~~age, ~~Our~~marital ~~contract with MeetKai has many performance obligations that~~status, ifpolitical ~~breached~~affiliation, ~~could~~sexual ~~impair our business~~orientation, ~~financial~~gender ~~condition~~identity, ~~results~~disability ofor ~~operations~~protected ~~and~~veteran ~~prospects~~status.

IfEmployee ~~we do not continue~~Engagement toand ~~satisfy the Nasdaq Stock Market’s continued listing requirements, our common stock could be delisted from the Nasdaq.~~Development

~~The~~Our ~~listing~~employee ofengagement efforts include our ~~common stock~~frequent onand ~~the~~transparent ~~Nasdaq~~“all-hands” ismeetings ~~contingent~~and onexecutive ~~our~~communications, ~~compliance~~through ~~with~~which ~~the~~we ~~Nasdaq’s~~aim ~~conditions~~to ~~for~~keep our ~~continued~~employees ~~listing~~well-informed and to increase transparency. We ~~are~~believe ~~not~~in ~~presently~~continual inimprovement and use employee feedback to drive and improve ~~compliance~~processes ~~with~~that ~~all~~support ~~such~~our ~~conditions,~~customers and itensure isa ~~possible~~deep ~~that~~understanding weof ~~will~~our ~~fail~~employees’ needs. We plan to ~~meet~~conduct ~~one~~annual orconfidential employee ~~more~~surveys ofas ~~these~~we ~~conditions~~believe that ongoing performance feedback encourages greater engagement in ~~the~~our ~~future~~business and improves individual performance. Our employees will participate in a 360-degree evaluation process to identify critical capabilities for development and establish new stretch goals.

InPay connection with our acquisition of BNC on March 3, 2023 the Company received a letter from Nasdaq indicating that certain of the terms of the Series B Preferred Stock and the Series C Preferred Stock, which subject to various limitations are convertible into a combined total of 13,333,334 shares of the Company’s common stock, would constitute a change of control requiring shareholder approval under Nasdaq Listing Rule 5110. Specifically, Listing Rule 5110(a) states that “[a] Company must apply for initial listing in connection with a transaction whereby the Company combines with a non-Nasdaq entity, resulting in a change of control of the Company...” Nasdaq also asked certain questions and requested certain documents and information related to various aspects of the BitNile.com transaction and other matters, including the transaction’s valuation and the process by which it arose, was negotiation and closed.Equity

~~Further,~~Our onemployee ~~June 21, 2023, the Company received~~compensation astrategy ~~letter~~supports ~~(the~~three ~~“Letter”)~~primary ~~from~~objectives: ~~Nasdaq~~attract ~~notifying~~and retain the ~~Company~~best ~~that~~team ~~Nasdaq~~members; ~~has~~reflect ~~determined~~and ~~that~~reinforce ~~the~~our ~~Company~~most ~~has~~important ~~violated Nasdaq’s~~values; ~~voting~~and ~~rights~~align ~~rule~~team ~~set~~member ~~forth~~interests inwith ~~Listing~~stockholder ~~Rule~~interests ~~5640~~in ~~(the~~building ~~“Voting~~enduring ~~Rights Rule”)~~value. ~~The~~We ~~alleged~~believe ~~violation~~people ofshould ~~the~~be ~~Voting~~paid ~~Rights~~for ~~Rule~~what they ~~relates~~do toand ~~the~~how ~~issuance~~they ofdo ~~(i) 8~~it,~~637.5~~ ~~shares~~regardless of ~~the~~their ~~newly~~gender, ~~designated~~race ~~Series~~or Bother ~~Preferred~~personal ~~Stock and (ii) 1,362~~characteristics.5 ~~shares~~To ofdeliver ~~newly~~on ~~designated Series~~that ~~C Preferred Stock (collectively~~commitment, ~~the~~we ~~“Preferred Stock”) in connection with the acquisition of BNC as well as the securities~~benchmark ofand ~~Earnity,~~set ~~Inc.~~pay ~~beneficially~~ranges ~~owned~~based byon ~~BitNile~~market ~~(collectively,~~data ~~the~~and ~~“Assets”)~~consider ~~pursuant~~factors tosuch ~~the~~as ~~Share~~an ~~Exchange~~employee’s ~~Agreement~~role ~~(the “Agreement”) by~~ and ~~among~~experience, the ~~Company,~~location ~~AAI and certain employees~~ of ~~AAI,~~their ~~which was previously disclosed on Current Reports~~job, onand ~~Form~~their ~~8-K~~performance. ~~filed~~We byalso ~~the~~regularly ~~Company~~review onour ~~February~~compensation 14practices, ~~2023~~both ~~and~~in ~~March~~terms ~~10, 2023. The Preferred Stock has a collective stated value~~ of ~~$100,000,000 (the~~our ~~“Stated~~overall ~~Value”),~~workforce and ~~votes~~individual ~~on an as-converted basis~~employees, ~~representing approximately 92.4% of the Company’s outstanding~~ ~~voting~~to ~~power~~ensure onthat aour ~~fully~~pay ~~diluted~~is ~~basis at the time of issuance~~fair, ~~assuming~~equitable ~~shareholder~~and ~~approval for the voting of these shares~~reasonable.

16Total Rewards

~~According~~As topart ~~the~~of ~~Letter,~~our ~~because the Preferred Stock was not issued~~compensation ~~for cash~~philosophy, ~~Nasdaq~~we ~~compared~~believe ~~the~~that ~~value~~we ofmust ~~the~~offer ~~Assets to the Stated Value~~ and ~~determined~~maintain ~~that~~market ~~the~~competitive ~~value~~total ofrewards ~~the~~programs ~~Assets~~for ~~was~~our ~~less~~employees ~~than~~in ~~the~~order ~~Stated Value and that the voting rights attributable~~ to ~~the Preferred Stock has the effect of disparately reducing the voting rights of the Company’s~~attract ~~existing shareholders. The Staff looked at the total assets~~ and ~~shareholders’~~retain ~~equity~~superior oftalent. ~~BNC~~In asaddition ofto ~~March~~healthy 5,base ~~2023~~wages, asadditional ~~well~~programs asinclude ~~the market~~annual ~~capitalization~~bonus ofopportunities, ~~AAI~~healthcare ~~prior to entering into the Agreement~~ and ~~immediately after closing of the transaction in determining, in~~ ~~Nasdaq’s~~insurance ~~opinion~~benefits, ~~the~~paid ~~value~~time of the Assets. The Letter did not make any reference to the projections prepared by AAI as to the future potential of the business of BNC nor to the fairness opinion that we obtained from an independent party prior to closing of the transactionoff, ~~which~~ ~~supported~~family ~~the Stated Value of the Preferred Stock for the total value of the Assets~~leave, ~~both~~family ofcare ~~which~~resources ~~the~~and ~~Company~~flexible ~~provided~~work ~~to the Staff prior to receipt of the Letter~~schedules.

~~According~~Health toand the Letter, Nasdaq determined that the voting rights of the Preferred Stock, voting on an as-converted basis, are below the minimum price per share of the Common Stock at the time of the issuance of the Preferred Stock. Additionally, Nasdaq determined that the Series B Preferred Stock provides the holder the right to appoint a majority of the Company’s board of directors when such representation is not justified by the relative contribution of the Series B Preferred Stock pursuant to the Agreement.Safety

~~Under~~The ~~the~~success ~~Voting~~of ~~Rights~~our ~~Rule,~~business is afundamentally ~~company~~connected ~~cannot create~~to athe ~~new~~well-being ~~class~~ of ~~security~~our ~~that~~people. ~~votes~~Accordingly, atwe aare ~~higher~~committed ~~rate~~to ~~than~~the anhealth, ~~existing~~safety ~~class~~and wellness of ~~securities~~our ~~or take any other action that has the~~employees. ~~effect~~We ofprovide ~~restricting~~our oremployees ~~reducing~~and ~~the~~their ~~voting~~families ~~rights~~with ofaccess anto ~~existing~~a ~~class~~variety of ~~securities.~~flexible Asand ~~such,~~convenient ~~according~~health toand ~~the~~welfare ~~Letter~~programs, ~~the issuance~~including ofbenefits ~~the~~that ~~Preferred~~support ~~Stock~~their ~~violated~~physical ~~the~~and ~~Voting~~mental ~~Rights~~health ~~Rule~~by ~~because~~providing ~~the~~tools ~~holders~~and ofresources ~~the~~to ~~Preferred~~help ~~Stock~~them ~~are~~improve ~~entitled~~or tomaintain ~~vote~~their ~~on an as-converted~~health ~~basis,~~status; ~~thus~~and ~~having~~that ~~greater~~offer ~~voting~~choice ~~rights~~where ~~than~~possible ~~holders~~so ofthey ~~common~~can ~~stock,~~customize ~~and~~their ~~the~~benefits ~~Series B Preferred Stock is entitled~~ to ameet ~~disproportionate representation~~their onneeds and the ~~Company’s~~needs ~~board~~ of ~~directors~~their families.

~~According~~ITEM to the Letter, the Company has 45 calendar days from the date of the Letter, or until August 7, 2023, to submit a plan to regain compliance (the “Compliance Plan”) with the Voting Rights Rule, and if such plan is accepted by Nasdaq, the Company can receive an extension of up to 180 calendar days from the date of the Letter to evidence compliance1A. ~~However,~~RISK if the Company’s plan is not accepted by Nasdaq, the Common Stock will be subject to delisting. The Company would have the right to appeal that decision to a hearings panel. The Letter also provides that the Company’s name will be included on a list of all non-compliant companies which Nasdaq makes available to investors on its website at listingcenter.nasdaq.com, beginning five business days from the date of the Letter. As part of this process, an indicator reflecting the Company’s non-compliance is broadcast over Nasdaq’s market data dissemination network and is also made available to third party market data providers.FACTORS

~~The~~An ~~Company~~investment ~~intends~~in toour ~~submit~~Common ~~the~~Stock ~~Compliance~~involves ~~Plan~~significant torisks. ~~Nasdaq~~You asshould ~~promptly~~carefully asconsider ~~practicable~~the following risks and ~~update~~all ~~the~~other ~~public~~information ofset forth in this Report before deciding to invest in our Common Stock. If any of the events or developments indescribed ~~this~~below ~~regard~~occurs, asour ~~required~~business, byfinancial ~~applicable~~condition ~~securities~~and ~~laws~~results of operations ~~and~~may ~~regulations~~suffer. asIn ~~well~~that ascase, ~~Nasdaq’s~~the ~~rules.~~value ~~The~~of ~~Company~~our ~~cannot~~Common ~~provide~~Stock ~~any~~may ~~assurances~~decline ~~with~~and ~~respect~~you tocould ~~Nasdaq’s~~lose ~~response~~all ~~to the~~or ~~forthcoming~~part ~~Compliance~~of ~~Plan~~your investment.

IfYou weshould ~~were~~consider toeach ~~fail~~of tothe ~~meet~~following ~~a Nasdaq listing requirement,~~risk wefactors ~~will~~and beany ~~subject~~other toinformation ~~delisting~~set byforth ~~the~~in ~~Nasdaq.~~this InReport and the ~~event~~other ~~our~~reports ~~common~~we ~~stock~~file iswith nothe ~~longer~~SEC, ~~listed~~including ~~for~~our ~~trading~~financial onstatements and ~~the~~related ~~Nasdaq~~notes, in evaluating our ~~trading volume~~business and ~~share~~prospects. ~~price~~The ~~may~~risks ~~decrease~~ and weuncertainties ~~may~~described ~~experience~~below ~~further~~are ~~difficulties~~not inthe ~~raising~~only ~~capital~~ones ~~which~~that ~~could~~impact on ~~materially affect~~ our operations and ~~financial results~~business. ~~Further,~~Additional ~~delisting~~risks ~~from~~and ~~the~~uncertainties ~~Nasdaq~~not ~~could~~presently ~~also~~known ~~have~~to ~~other negative effects~~us, ~~including~~or ~~potential~~that ~~loss~~we ofcurrently ~~confidence by~~consider ~~partners~~immaterial, may ~~lenders, suppliers and employees and could~~ also ~~trigger~~impair ~~various defaults under~~ our ~~lending~~business ~~agreements~~or ~~and other outstanding agreements~~operations. ~~Finally,~~If ~~delisting~~any ~~could~~of ~~make~~the itfollowing ~~harder~~risks ~~for~~actually usoccurs, toour ~~raise~~business, ~~capital~~financial ~~and~~condition, ~~sell~~results of ~~securities.~~operations ~~You~~and ~~may experience~~ future ~~dilution~~prospects ~~as a~~could ~~result~~be ~~of future equity offerings~~harmed. InPlease ~~order~~also toread ~~raise~~carefully ~~additional capital, we may in~~ the ~~future~~section ~~offer~~entitled ~~additional~~“Cautionary ~~shares~~Note ofAbout ~~our common~~Forward-Looking ~~stock~~Statements” ~~or other securities convertible into or exchangeable for our common stock~~ at ~~prices that may not be~~ the ~~same~~beginning asof ~~the price per share in~~ this ~~offering~~Report.

~~The Series B and Series C preferred stock, if approved by shareholders for conversion, could result in significant dilution to shareholders.~~ 13

ARisks ~~third~~Relating party fairness opinion was utilized by the Company for the March 6, 2023 acquisition of BNC. In exchange for BNC, the Company issued AAI Series B and certain of its employees Series C convertible preferred stock which would be convertible into 11,516,667 and 1,816,667 shares of the Company’s common stock on a reverse split adjusted basis. The conversion of this preferred stock by AAI and its employees, however, is subject to ~~both~~Our ~~Nasdaq and shareholder approval rules requiring a majority vote of shareholders to approve a change of control for AAI to acquire more than 19.9% of the voting rights within the~~ Company. ~~Furthermore, the conversion of the Series B~~ and ~~Series~~Our ~~C preferred stock is subject to the Company’s~~Financial authorized and available shares which are currently at 3,333,333 and 1,949,501, respectively as of the date of this Annual Report. If the Company is able to successfully obtain shareholder approval to allow the conversion of the Series B and Series C preferred stock as well as increase its authorized shares, then this event would, assuming that AAI or its employees were to sell the shares of our common stock upon conversion of the preferred stock, result in significant dilution to the Company’s existing common shareholders.Condition

17We have incurred net losses since our inception until 2024 and may continue to experience losses and negative cash flow in the future.

As of July 12, 2024, we had cash (not including restricted cash) of approximately $215,727. We have not been profitable on an ~~evolving~~annual ~~business~~basis ~~model~~since inception and have previously incurred significant operating losses and negative cash flow from operations. We recorded net losses of $34 million and $87 million for the fiscal years ended March 31, ~~which~~2024 ~~increases~~and 2023, respectively. In fiscal year 2024, our decreased net loss was primarily due to a decreased non-cash net gain of approximately $23 million from the ~~complexity~~change in the fair value of our preferred stock and warrant derivative liabilities due to the weakness of our ~~business~~stock price, partially offset by the fiscal year 2023 non-cash losses of approximately $55 million and $21 million related to the loss on acquisition of BNC and the change in fair value of the White River Energy Corp. (“WTRV”) investment, respectively. We will likely continue to incur losses and experience negative cash flows from operations for the foreseeable future. If we cannot achieve positive cash flow from operations or net income, it may make it more difficult to raise capital based on our Common Stock on acceptable terms or at all.

Our ~~business~~independent ~~model~~registered ~~has~~public ~~evolved in the past and~~accounting ~~continues~~firm tohas doissued ~~so.~~a Ingoing ~~prior~~concern ~~years~~opinion weon ~~have~~our ~~added~~consolidated ~~additional~~financial ~~types~~statements offor ~~services~~the ~~and~~year ~~product~~ended ~~offerings~~March ~~and in some cases~~31, we2024 ~~have~~as ~~modified or~~a ~~discontinued~~result ~~those offerings. We intend to continue to try to offer additional types~~ of ~~products or services, and we do not know whether any of them will be successful. From time to time we have also modified aspects of~~ our ~~business model relating to our product mix. We~~ docontinued ~~not~~net know whether these or any other modifications will be successful. The additions and modifications to our business have increased the complexity of our business and placed significant strain on our managementlosses, ~~personnel,~~working ~~operations,~~capital ~~systems~~deficiency, ~~technical performance, financial resources,~~ and ~~internal~~accumulated ~~financial control and reporting functions~~deficit. Future additions to or modifications of our business are likely to have similar effects. Further, any new business or website we launch that is not favorably received by the market could damage our reputation or our brand. The occurrence of any of the foregoing could have a material adverse effect on our business.

~~Risks~~The ~~Relating~~accompanying financial statements for the year ended March 31, 2024 have been prepared assuming we will continue as a going concern, but our ability to ~~Our~~continue ~~Planned~~as ~~Spin-offs~~a going concern depends on us obtaining adequate capital to fund operating losses until we establish a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity and debt securities. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. If we are not able to obtain the necessary additional financing on a timely basis, we will be required to delay, and curtail the development of our continuing operations, if not cease operations entirely. Continuing as a going concern is dependent upon our ability to successfully secure other sources of financing and the ability to conduct profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

~~There~~Because iswe anwill ~~inherent~~require ~~risk~~additional ~~that~~capital and amay ~~regulatory~~need or desire to engage in strategic transactions in the future to support the growth of our Metaverse platform, among other ~~agency~~projects, and our inability to generate and obtain such capital or to enter into strategic transactions may ~~attempt~~be constrained due to, ~~change~~among other items, contractual limitations under the ~~Company’s~~Series ~~record~~A, ~~date~~Series ~~for~~B, ~~its~~Series ~~planned~~C and Series D preferred stock, ~~dividends.~~our business, operating results, financial condition and prospects could be materially and adversely affected.

~~The~~On ~~Company~~October ~~announced that its common and preferred shareholders of record as of September~~ 30, ~~2022~~2023, ~~would be entitled to receive a pro rata share of~~ the ~~common~~registration ~~stock holdings of WTRV and~~statement ~~Wolf~~related ~~Energy~~to in the ~~respective spin-off reverse merger transactions of White River Holdings and Banner Midstream. Additionally~~$100, ~~the Company announced that its common and preferred shareholders of record as of November 15~~000,000 ~~2022~~equity ~~would~~line ~~be entitled to receive their pro rata share~~ of atcredit ~~least~~purchase ~~95%~~agreement ~~of any net proceeds received from~~ (the ~~ongoing~~“ELOC ~~Zest~~Purchase ~~Labs~~Agreement”) ~~litigation~~was ~~and~~declared ~~their~~effective by ~~pro rata share of Zest Labs which~~ the ~~Company plans to transfer into Zest Holdings~~SEC. ~~While~~In the ~~Company~~fiscal ~~intends~~year toended ~~distribute~~March ~~these shares of common stock and any proceeds from Zest Holdings to shareholders of record as of the previously announced record dates~~31, ~~there is a substantial risk that a regulator~~2024, ~~including but~~we ~~not~~raised ~~limited to the Depository Trust Company (“DTC”)~~$3,006,997 may require the Company to change its record date to a future unknown date selected by the regulator. If a regulator were to direct a change in this record date it could cause a material liability for the Company due to potential lawsuits from ~~both (i) common shareholders who sold their shares of common stock after~~ the ~~record~~sale date under the assumption that they would have been eligible to receive stock dividends as well as (ii) common and preferred shareholders who held their shares after the record dates but had their pro rata share of ~~ownership~~our inCommon ~~the~~Stock ~~company~~related ~~decreased due~~ to ~~subsequent dilution incurred on Company share issuances and capital raises after~~ the ~~record~~ELOC ~~dates~~Purchase Agreement. InSee ~~the~~Note ~~event~~15 ~~that a regulator attempted to change the Company’s record dates~~ for ~~these~~additional ~~stock dividends, the Company would defend itself vigorously and potentially pursue legal measures against the regulator in an attempt to mitigate any potential shareholder lawsuits~~information. ~~However, the outcome of any such action cannot be predicted with any degree of certitude by the Company and there can be no assurance that the Company would be able to successfully defend itself.~~

WeAs ~~have~~of ~~incurred~~the ~~significant~~date ~~delays~~of inthis ~~the~~Report, we are exploring ~~effectiveness~~additional ofopportunities ~~registration~~to ~~statements~~generate capital to ~~enable~~continue ~~the~~operating ~~Company~~as toa ~~issue~~going ~~stock~~concern ~~dividends~~but ofdo ~~WTRV~~not ~~and~~have ~~Wolf~~any ~~Energy~~formal agreements in place.

The ~~Form~~certificates ~~S-1~~of ~~for~~designation ~~the registration~~ of the ~~common~~Series ~~stock~~B ~~underlying~~and ~~the~~Series ~~White~~D ~~River~~preferred ~~Holdings~~ stock ~~dividend~~contain ~~was~~certain ~~filed~~provisions onthat ~~December~~limit 7,our ~~2022,~~ability ~~with~~to ~~the~~act ~~sixth~~without ~~amendment thereto having been filed on July 5, 2023. The Form S-1 for~~ the ~~registration~~consent of ~~the~~their ~~common~~holder, ~~stock~~Ault ~~underlying the Banner Midstream stock dividend was filed on March 10~~Alliance, Inc. ~~2023~~(“AAI”). AsThis ofmeans ~~the~~that ~~date~~AAI ofcould ~~the~~prevent ~~filing~~us offrom ~~this~~entering ~~Annual~~into ~~Report,~~a ~~neither~~strategic ~~registration~~transaction ~~statement~~even ~~has~~if ~~been~~we ~~declared~~felt ~~effective~~it bywas ~~the~~in ~~SEC. The~~the ~~Company~~best ~~may~~interest ~~incur~~of ~~further~~our ~~delays~~company ~~on these registration statements~~ and ~~cannot~~our ~~accurately predict when either will be declared effective, if ever~~shareholders.

WeFurther, ~~may~~if ~~encounter~~we ~~issues~~raise ~~with~~additional ~~the~~funds ~~ability to~~through ~~transfer~~future ~~either~~issuances ~~the~~of ~~intellectual~~equity ~~property~~or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity or ~~litigation~~debt securities we issue could have rights, preferences and privileges superior to those of ~~Zest~~holders ~~into~~of ~~Zest~~our ~~Holdings~~Common Stock.

~~The~~We ~~Company~~have ~~intends~~substantial toamounts ~~transfer all~~ of ~~the common stock of Zest Labs into Zest Holdings~~indebtedness. ~~Any net cash proceeds from the Zest Labs litigation or any sale or licensing of Zest Labs intellectual~~ ~~property~~This ~~would~~indebtedness ~~then~~and ~~be distributed to~~ the ~~Company’s~~covenants ~~shareholders~~contained ofin ~~record on a pro rata basis as of November 15, 2022, DTC permitting. There is an inherent risk that~~ the ~~Company~~Loan ~~may~~Agreements ~~determine~~substantially ~~that~~limit aour ~~potential~~financial ~~risk relating to the future viability of either the Zest Labs litigation or the Zest Labs intellectual property exists~~ and ~~that~~operating ~~could be triggered upon this transfer~~flexibility. ~~If this event occurs~~Further, ~~the Company~~ ~~would~~conversions ~~most likely leave Zest Labs as a wholly owned subsidiary but still intend to distribute any net cash proceeds realized by Zest Labs to shareholders~~ of ~~record~~the onNotes awill ~~pro~~dilute ~~rata~~the ~~basis~~ownership asinterest of ~~November~~our ~~15,~~existing ~~2022~~shareholders.

18On April 27, 2023, we entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Investors”) providing for the issuance of (i) Senior Secured Convertible Notes (individually, a “Note” and collectively, the “Notes”) with an aggregate principal face amount of $6,875,000, which Notes are convertible into shares of our Common Stock (the “Conversion Shares”); and (ii) five-year warrants to purchase an aggregate of 2,100,905 shares of Common Stock. The maturity date of the Notes was April 27, 2024. As of March 31, 2024, we had an outstanding balance of $4 million.

~~Risks Related to BNC~~ 14

IfPursuant ~~BNC~~to ~~fails~~the SPA, we and certain of our subsidiaries and Arena Investors, LP, as the collateral agent on behalf of the Investors (the “Agent”) entered into a security agreement (the “Security Agreement”), pursuant to ~~retain~~which ~~existing~~we ~~users~~(i) pledged the equity interests in our subsidiaries and ~~add~~(ii) granted to the Investors a ~~very~~security ~~significant~~interest ~~number~~in, among other items, all of ~~new~~our ~~users~~deposit accounts, orsecurities ifaccounts, ~~BNC’s~~chattel ~~users~~paper, ~~decrease~~documents, ~~their~~equipment, general ~~level~~intangibles, ofinstruments ~~engagement~~and ~~with~~inventory, ~~BNC’s~~and ~~products~~all proceeds therefrom (the “Assets”). In addition, ~~BNC’s~~pursuant to the Security ~~revenue~~Agreement, ~~financial~~the ~~results~~subsidiaries granted to the Investors a security interest in their Assets and, pursuant to subsidiary guarantees, jointly and ~~business~~severally ~~may~~agreed beto ~~significantly~~guarantee ~~harmed~~and act as surety for our obligation to repay the Notes and other obligations under the SPA, the Notes and Security Agreement (collectively, the “Loan Agreements”).

IfThe ~~BNC~~Notes ~~fails~~were toissued ~~retain~~with ~~existing~~a ~~users~~principal ~~and~~face ~~add~~amount aof ~~very~~$6,875,000 ~~significant~~and ~~number~~bear ofno ~~new~~interest ~~users,~~(unless oran ifevent ~~BNC’s~~of ~~users~~default ~~decrease~~occurs) ~~their~~as ~~level~~they ofwere ~~engagement~~issued with ~~BNC’s~~an ~~products,~~original ~~BNC’s revenue,~~issuance ~~financial~~discount ~~results~~of $1,375,000. The ~~and~~maturity ~~business~~date ~~may~~of bethe ~~significantly~~Notes ~~harmed~~was April 27, 2024. The ~~following~~Notes ~~events~~are convertible, ~~among~~subject ~~others,~~to ~~should~~certain ~~they~~beneficial ~~occur~~ownership limitations, ~~would have~~into Conversion Shares at a ~~materially~~price ~~adverse~~per ~~effect~~share onequal to the lower of (i) $3.273 or (ii) the greater of (A) $0.504 and (B) 85% of the lowest volume weighted average price of our ~~business,~~Common ~~results~~Stock during the ten (10) trading days prior to the date of ~~operations~~conversion (the “Conversion Price”). The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, ~~financial~~as ~~condition~~well ~~and~~as ~~future~~upon ~~prospects:~~customary stock splits, stock dividends, combinations or similar events.

●The ~~users~~Loan ~~increasingly~~Agreements ~~engage~~contain standard and customary events of default including, but not limited to, failure to make payments when due under the Notes, failure to comply with certain covenants contained in the Loan Agreements, or our bankruptcy or insolvency. Such agreements contain restrictions that substantially limit our financial flexibility, over and above the negative covenants contained in the certificates of designation of the Series A, Series B, Series C and Series D preferred stock, which themselves are substantial. These agreements place limits on our ability to (i) incur additional indebtedness unless the Agent otherwise agrees, and (ii) grant security to third persons, among many other ~~competitive~~items. ~~products~~These restrictions limit our ability to finance our future operations and capital needs. In addition, our substantial indebtedness could require us to dedicate a substantial portion of our cash flow, if any, from the anticipated operations to making payments on our indebtedness and other liabilities, which would limit the availability of funds for working capital and other general corporate purposes; limit our flexibility in reacting to changes in the industries in which we operate or ~~services~~in our competitive environment; place us at a competitive disadvantage compared to those of our competitors who have less debt than we do, and limit our ability to borrow additional funds and increase the costs of any such additional borrowings. If we are unable to pay our debts, including the Notes as they become due and payable, we would become insolvent.

●The ~~BNC~~conversion ~~fails~~of tosome ~~introduce~~or ~~new~~all ~~features,~~of ~~products,~~the orNotes ~~services~~would dilute ~~that~~the ~~users~~ownership ~~find~~interests ~~engaging~~of orour ifexisting ~~BNC~~shareholders. ~~introduces~~Any ~~new~~sales ~~products~~in orthe ~~services,~~public ormarket ~~makes~~of ~~changes~~our toCommon ~~existing~~Stock ~~products~~issuable ~~and~~upon ~~services~~such conversion could adversely affect prevailing market prices of our Common Stock. In addition, ~~that~~the ~~are~~existence ~~not~~of ~~favorably~~the ~~received;~~Notes may encourage short selling by market participants because the conversion of the Notes would likely depress the price of our Common Stock.

●On ~~BNC~~October ~~fails~~16, to2023, November ~~develop~~8, ~~all~~2023 ofand ~~the~~February ~~products~~9, it2024, ~~intends~~we toissued ~~make~~term ~~available~~notes on(“Term ~~its~~Notes”) ~~Platform,~~in ~~which~~gross ~~could~~amounts ~~adversely~~of ~~impact~~$210,000, ~~the~~$660,000 ~~utility~~and of$1,770,000, respectively, ~~our~~to ~~Platform~~institutional investors and ~~our~~received ~~user~~$2,550,000 ~~experience;~~in total proceeds. See Note 13 for additional information.

●We ~~users~~cannot ~~feel~~predict ~~that~~our ~~their~~future ~~experience~~results isbecause we ~~diminished~~have asvirtually ano ~~result~~operating ~~of the decisions BNC makes with respect to the frequency, prominence, format, size, and quality of ads that BNC displays;~~history.

●We ~~users~~acquired ~~have~~our ~~difficulty~~Metaverse ~~installing~~and conference businesses on March 6, ~~updating~~2023. Additionally, orGuyCare ~~otherwise~~was ~~accessing~~formed ~~BNC’s~~in ~~products~~September on2023 ~~mobile~~and orbegan ~~other~~operations ~~devices~~in asthe afourth ~~result~~fiscal quarter of ~~actions~~2024. byaskROI, a ~~BNC~~division orof ~~third~~ROII, ~~parties~~is ~~that~~a ~~BNC~~cutting-edge, ~~relies~~AI-powered onSAAS platform designed to ~~distribute~~revolutionize ~~BNC~~the way businesses leverage their data for a competitive advantage. At the core of askROI’s ~~products~~technology is a state-of-the-art LLM, which is exclusively licensed from a third-party provider for use in North America. It is currently in beta testing, focusing on support and ~~deliver~~commercial ~~BNC’s~~applications. ~~services;~~Given our highly limited operating history, it is difficult to evaluate our future performance or prospects. You should consider the uncertainties that we may encounter as a company that should still be considered an early-stage company. These uncertainties include:

● ~~BNC~~competition isfrom ~~unable~~other tomore ~~develop products for mobile devices that users find engaging~~established, ~~that~~better ~~work~~capitalized companies with alonger ~~variety~~track ofrecords ~~mobile~~in ~~operating~~the ~~systems~~metaverse, ~~and networks~~gaming, and ~~that~~sweepstakes ~~achieve~~businesses, aconference ~~high~~services ~~level~~businesses ofand ~~market~~specialized ~~acceptance~~healthcare services;

● ~~there~~our ~~are~~ability ~~decreases in user sentiment due~~ to ~~questions~~market ~~about~~our ~~the~~services ~~quality~~and ~~or usefulness of BNC’s~~ products orfor ~~BNC’s~~a ~~user data practices, concerns about the nature of content made available on BNC’s products, or concerns related to privacy, safety, security, well-being, or other factors~~profit;

● ~~BNC~~our isability ~~unable~~ to ~~manage~~secure and ~~prioritize~~retain ~~information~~key ~~to ensure users are presented with content that is appropriate, interesting, useful, and relevant to them~~customers;

● ~~BNC~~our isagreement ~~unable~~with toa ~~obtain~~third-party, orMeetKai, ~~attract~~for ~~engaging~~development ~~third-party~~and ~~content~~hosting services regarding the Metaverse platform;

● ~~BNC~~our isability ~~unable~~ to ~~successfully~~adapt ~~maintain~~to orchanging ~~grow~~market ~~usage of and engagement with applications that integrate with BNC’s products~~conditions;

● ~~users~~our ~~adopt~~evolving ~~new~~business ~~technologies where BNC’s products may be displaced in favor of other products or services, or may not be featured or otherwise available~~model; and

~~● there are changes mandated by legislation, government and regulatory authorities, or litigation that adversely affect BNC’s products or users or increase BNC’s compliance costs;~~15

● ~~BNC is unable to offer a number of BNC~~GuyCare’s ~~products~~limited ~~and~~operating ~~services~~history inand ~~other~~evolving ~~countries, or are otherwise limited in BNC’s~~ business ~~operations~~model, aswhich amakes ~~result~~it ofdifficult ~~foreign~~to ~~regulators,~~evaluate ~~courts, or legislative bodies determining that BNC~~GuyCare’s ~~reliance~~future onprospects ~~Standard~~and ~~Contractual Clauses or other legal bases BNC~~ may ~~rely~~increase ~~upon to transfer user data from~~ the ~~foreign~~risk ~~country~~of toyour ~~the United States is invalid;~~investment.

●If ~~there~~we isare ~~decreased~~not ~~engagement~~able ~~with~~to ~~BNC’s~~address ~~products,~~successfully some or ~~failure~~all toof ~~accept~~these ~~BNC’s~~uncertainties, ~~terms~~we ofmay ~~service,~~not asbe ~~part~~able ofto ~~privacy-focused~~expand ~~changes~~our ~~that~~business, ~~BNC~~compete ~~has~~effectively ~~implemented~~ or ~~may~~achieve ~~implement~~profitability inand ~~the~~any ~~future,~~such ~~whether~~failure would ~~voluntarily,~~have ina ~~connection~~material ~~with~~and ~~the~~adverse ~~General~~effect ~~Data~~on ~~Protection~~our ~~Regulation (“GDPR”)~~business, ~~the~~financial ~~European~~condition, ~~Union’s~~results ~~ePrivacy~~of ~~Directive,~~operations ~~the~~and ~~California~~future ~~Privacy~~prospects. ~~Rights~~Should ~~Act (“CPRA”)~~that occur, oryou ~~other~~could ~~laws,~~lose ~~regulations,~~the orentirety ~~regulatory~~of ~~actions,~~your orinvestment ~~otherwise;~~in our company.

19As of March 31, 2024, we had not generated material revenue in our core businesses – BNC, GuyCare, askROI and RiskOn360 conferences, and the inability to generate significant revenue in this nascent business could adversely affect our business, financial condition, results of operations and prospects.

●The ~~technical~~revenue orgenerated ~~other~~during ~~problems prevent BNC from delivering its products in a rapid and reliable manner or otherwise affect~~ the ~~user~~fiscal ~~experience,~~year ~~such~~2024 was ~~as security breaches or failure to prevent or limit spam or similar content~~$332, ~~or users feel their experience is diminished as a result of BNC’s efforts to protect the security and integrity of the Platform;~~425.

●If ~~BNC~~we ~~adopts~~are ~~terms,~~unable ~~policies,~~to orgenerate ~~procedures~~significant ~~related~~revenue in tothe ~~areas~~near ~~such~~future asthen ~~sharing,~~its ~~content,~~business ~~user~~model ~~data,~~will orbe ~~advertising,~~impossible orto ~~BNC~~fund ~~takes~~through continuing operations, orwhich ~~fails~~would require it to ~~take,~~raise ~~actions~~additional capital to ~~enforce~~maintain ~~BNC’s~~and ~~policies,~~grow its business and continue operating its business as a going concern. Our BitNile.com contract with MeetKai has many performance obligations that, ~~are~~if ~~perceived~~breached, ~~negatively~~could byimpair ~~BNC’s~~our ~~users~~business, orfinancial ~~the~~condition, ~~general~~results ~~public;~~of operations and prospects.

●Our ~~BNC~~Common ~~elects~~Stock towas ~~focus~~delisted ~~its~~from ~~product~~trading on ~~decisions~~Nasdaq and is currently available for quotation on ~~longer-term~~the ~~initiatives~~OTCPK ~~that~~Market, dowhich ~~not~~involves ~~prioritize~~additional ~~near-term~~risks ~~user~~compared ~~growth~~to being listed on a national securities exchange. Our ability to sell equity securities and ~~engagement;~~the liquidity of the Common Stock will be adversely affected if we are unable to transfer our listing to another national securities exchange or, at minimum, a medium that offers greater liquidity than the OTCPK Market.

●As ~~BNC~~previously ~~makes~~disclosed, ~~changes~~we inappealed ~~its~~a ~~user~~prior ~~account~~determination of ~~login~~the orListing ~~registration~~Qualifications ~~processes~~staff orof ~~changes~~the Nasdaq Stock Market LLC (“Nasdaq”) to delist the Common Stock to a Hearings Panel (the “Panel”) on February 29, 2024. On April 12, 2024, we received a written notice from the Panel that the Panel had determined to delist the Common Stock from the Nasdaq. The Panel concluded that our multiple violations of the Nasdaq Listing Rule 5640 raised public interest concerns that served as an additional and separate basis for delisting the Common Stock. Finally, the Panel found that we were not in ~~how~~compliance ~~BNC~~with ~~promotes~~the ~~different~~minimum ~~products~~$2.5 million stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) and ~~services~~had ~~across~~not ~~its~~demonstrated ~~family~~the ofability ~~products;~~to regain compliance with that requirement in the near term.

●The ~~initiatives~~delisting ~~designed~~of tothe ~~attract~~Common ~~and~~Stock ~~retain~~from ~~users~~the Nasdaq has materially and ~~engagement~~adversely impacted us in several ways, including, without limitation, by (i) reducing the ~~use~~liquidity and market price of ~~new~~the ~~technologies~~Common ~~such~~Stock; as(ii) ~~artificial~~reducing ~~intelligence,~~the ~~are~~number ~~unsuccessful~~of investors willing or able to hold or acquire the Common Stock, ~~whether~~which will negatively impact our ability to raise equity financing; (iii) impairing our ability to provide equity incentives to its employees; (iv) impacting the Common Stock as ait ~~result~~currently falls within the definition of ~~actions~~a by“penny ~~BNC~~stock,” ~~its~~which ~~competitors,~~would orcause ~~other~~brokers ~~third~~trading ~~parties,~~the Common Stock to adhere to more stringent rules; (v) causing analysts to limit or ~~otherwise~~stop coverage of the Common Stock; and (vi) limiting availability of market quotations for the Common Stock.

●Although ~~there~~the Common Stock is ~~decreased~~available ~~engagement~~for ~~with~~quotation on ~~BNC’s~~the ~~products~~OTCPK asMarket, athe ~~result~~delisting of ~~taxes~~the ~~imposed~~Common Stock on Nasdaq limits the ~~use~~liquidity of ~~social~~the ~~media~~public ortrading ~~other~~market ~~mobile~~for ~~applications~~the inCommon ~~certain~~Stock. The ~~countries~~lack of an active, ~~internet~~liquid ~~shutdowns~~trading market for the Common Stock could have material adverse effects on our business, orfinancial condition and future prospects due to, among other ~~actions~~things, byimpairing ~~governments~~the ability of holders of the Common Stock to sell their shares at the time they wish to sell them or at a price that ~~affect~~they consider reasonable and reducing the ~~accessibility~~trading liquidity and fair market value of ~~BNC’s~~the ~~products~~shares of inthe ~~their~~Common ~~countries;~~Stock, as well as our ability raise funds through the sale of equity or equity-linked securities that will be required to operate our existing and future businesses.

●We ~~BNC~~have ~~fails~~an toevolving ~~provide~~business ~~adequate customer service to users~~model, ~~marketers,~~which ~~developers,~~increases orthe ~~other~~complexity of ~~partners;~~our orbusiness.

●Our ~~BNC~~business model has evolved in the past and continues to do so. In prior years we have added additional types of services and product offerings and in some cases, ~~developers~~we ~~whose~~have ~~products~~modified or ~~are~~discontinued ~~integrated~~those ~~with~~offerings. ~~BNC’s~~We intend to continue to try to offer additional types of products or services, but there can be no assurance that any of them will be successful. From time to time we have also modified aspects of our business model relating to our product mix. There can be no assurance that these or any other ~~partners~~modifications will be successful either. The additions and ~~companies~~modifications into ~~BNC’s~~our ~~industry~~business have ~~are~~increased the ~~subject~~complexity of ~~adverse~~our ~~media~~business ~~reports~~and orplaced ~~other~~significant ~~negative~~strain ~~publicity~~on our management, ~~including~~personnel, asoperations, asystems, ~~result~~technical performance, financial resources, and internal financial control and reporting functions. Future additions to or modifications of ~~BNC’s~~our business are likely to have similar effects. Further, any new business or ~~its~~website ~~user~~we ~~data~~launch ~~practices~~that is not favorably received by the market could damage our reputation or our brand. The occurrence of any of the foregoing could have a materially adverse effect on our business.

The size of BNC’s user base and BNC’s users’ level of engagement across BNC’s products are critical to BNC’s success. BNC’s financial performance will be significantly determined by BNC’s success in adding, retaining, and engaging active users of BNC’s products that deliver ad impressions. User growth and engagement are also impacted by a number of other factors, including competitive products and services, such as TikTok, that could reduce some users’ engagement with BNC’s products and services, as well as global and regional business, macroeconomic, and geopolitical conditions. Any future declines in the size of BNC’s active user base, which to date is minimal, may adversely impact BNC’s ability to deliver ad impressions and, in turn, BNC’s financial performance.16

IfRisks ~~people~~Related ~~do not perceive BNC’s products~~ to be useful, reliable, and trustworthy, BNC may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A number of other social networking companies that achieved early popularity have since seen their active user bases or levels of engagement decline, in some cases precipitously. There is no guarantee that BNC will not experience a similar inability to generate a significant used baser or, if achieved, subsequent erosion of BNC’s active user base or engagement levels. User engagement can be difficult to measure, particularly as BNC introduces new and different products and services. Any number of factors can negatively affect user retention, growth, and engagement, including if:GuyCare

~~From time to time, certain of these factors have negatively affected user retention, growth, and engagement to varying degrees. If BNC are unable to maintain or increase BNC~~GuyCare’s ~~user~~ ~~base~~limited ~~and~~operating ~~user~~history ~~engagement, particularly for BNC’s significant revenue-generating products like Facebook~~ and ~~Instagram, BNC’s~~ ~~revenue~~evolving ~~and~~business ~~financial~~model ~~results~~make ~~may~~it bedifficult ~~adversely affected. Any significant decrease in user retention, growth, or engagement could render BNC’s products less attractive~~ to ~~users,~~evaluate ~~marketers, and developers, which is likely to have a material and adverse impact on BNC~~GuyCare’s ~~ability~~ tofuture ~~deliver~~prospects ~~ad impressions~~ and, ~~accordingly,~~may ~~BNC’s~~increase ~~revenue, business, financial condition, and results of operations. As~~ the ~~size~~risk of ~~BNC’s~~your active user base fluctuates in one or more markets from time to time, BNC will become increasingly dependent on BNC’s ability to maintain or increase levels of user engagement and monetization in order to grow revenueinvestment.

20We launched GuyCare in 2023. As a newly launched entity, GuyCare faces significant challenges in establishing its brand presence, attracting and retaining customers, and achieving profitability in a competitive market. GuyCare’s limited operating history makes it difficult for investors, analysts, and other stakeholders to evaluate our business model, financial performance and future prospects accurately, all the more so as GuyCare is merely one of our subsidiaries. GuyCare may encounter unexpected obstacles, such as market resistance to its offerings, difficulties in scaling its operations, or unforeseen regulatory hurdles, which could hinder its ability to execute its business plan effectively. Additionally, as a new entrant, GuyCare may need to invest heavily in marketing, technology infrastructure, and talent acquisition to gain market share and compete with established players, which could strain its and our financial resources and delay profitability.

~~BNC’s~~GuyCare ~~user~~operates ~~growth,~~in ~~engagement,~~a ~~and~~highly ~~monetization~~regulated industry onwith ~~mobile~~complex ~~devices~~and ~~depend~~evolving ~~upon~~healthcare ~~effective~~laws ~~operation~~and ~~with~~regulations, ~~mobile~~which ~~operating~~could ~~systems,~~adversely ~~networks,~~affect ~~technologies,~~GuyCare’s ~~products~~business, ~~and~~financial ~~standards that~~condition, ~~BNC~~and ~~does~~results ~~not~~of ~~control~~operations.

~~The~~GuyCare ~~substantial~~operates ~~majority~~in ofthe ~~BNC’s~~highly ~~revenue~~regulated healthcare isindustry, ~~expected~~which ~~to be generated from advertising on mobile devices. There~~ is nosubject ~~guarantee~~to ~~that~~a ~~popular~~complex ~~mobile~~web ~~devices~~of ~~will~~laws ~~feature~~and ~~BNC’s products,~~regulations orat ~~that~~both ~~mobile~~the ~~device~~state ~~users~~and ~~will~~federal ~~ever use BNC’s products rather than competing products~~levels. ~~BNC~~These isregulations ~~dependent~~cover ~~on the interoperability~~various aspects of ~~BNC~~GuyCare’s ~~products~~business, ~~with~~including ~~popular~~telehealth ~~mobile~~services, ~~operating~~data ~~systems~~privacy, ~~networks,~~healthcare ~~technologies~~marketing, ~~products,~~ and ~~standards~~the ~~that~~practice ~~BNC~~of ~~does not control,~~medicine. ~~such~~As asa ~~the~~new ~~Android~~entrant, ~~and~~GuyCare ~~iOS~~may ~~operating~~face ~~systems~~a ~~and~~steep ~~mobile~~learning ~~browsers.~~curve ~~Changes,~~in ~~bugs,~~ensuring orcompliance ~~technical~~with ~~issues~~all inapplicable ~~such systems~~regulations, orwhich ~~changes~~could indivert ~~BNC~~management’s ~~relationships~~attention ~~with~~and ~~mobile~~resources ~~operating~~from ~~system~~other ~~partners,~~critical ~~handset~~business ~~manufacturers,~~functions. ~~browser~~Failure ~~developers,~~to orcomply ~~mobile~~with ~~carriers,~~these orregulations could result in ~~the~~significant ~~content~~penalties, orlegal ~~application~~liabilities, ofand ~~their~~reputational ~~terms~~harm. ofMoreover, ~~service~~the orregulatory ~~policies~~landscape ~~that~~for ~~degrade~~telehealth ~~BNC~~and men’s ~~products’~~health ~~functionality,~~is ~~reduce~~constantly ~~or eliminate BNC’s~~evolving, ~~ability~~with tonew ~~update~~laws, orregulations, ~~distribute~~and ~~BNC’s~~enforcement ~~products,~~priorities ~~give~~emerging ~~preferential~~in ~~treatment~~response to ~~competitive~~technological ~~products,~~advancements ~~limit~~and ~~BNC’s~~public ~~ability~~health toconcerns. ~~deliver,~~GuyCare ~~target,~~must orproactively ~~measure~~monitor ~~the~~these ~~effectiveness~~changes ofand ~~ads,~~adapt orits ~~charge~~business ~~fees~~practices ~~related~~accordingly to ~~the~~mitigate ~~distribution~~compliance ofrisks ~~BNC’s~~and ~~products or BNC’s~~maintain ~~delivery~~its ofcompetitive ~~ads~~edge. ~~have~~This inmay ~~the~~require ~~past~~significant ~~adversely~~investments ~~affected, and could~~ in ~~the~~legal ~~future~~and ~~adversely~~compliance ~~affect~~resources, ~~the~~which ~~usage~~could ofimpact ~~BNC~~GuyCare’s ~~products and monetization~~financial ~~on mobile devices~~performance.

~~BNC’s~~The ~~products~~rapidly ~~and~~evolving ~~changes~~telehealth toindustry ~~such products~~presents ~~could~~unique ~~fail~~challenges toand ~~attract~~risks orfor ~~retain~~GuyCare ~~users~~as ora ~~generate~~new ~~revenue~~entrant ~~and~~in ~~profits,~~the ~~or otherwise adversely affect BNC’s business~~market.

~~BNC~~GuyCare’s ~~ability~~business tomodel ~~retain,~~is ~~increase,~~heavily ~~and engage~~reliant ~~its~~on ~~user~~telehealth ~~base~~services, ~~and~~which tohave ~~increase~~gained ~~BNC’s~~significant ~~revenue~~traction ~~depends~~in ~~heavily~~recent onyears ~~BNC’s~~due ~~ability~~ to ~~continue~~advancements toin ~~evolve~~technology ~~BNC’s existing products~~ and toas ~~create~~a ~~successful~~result ~~new~~of ~~products,~~the COVID-19 ~~both independently and in conjunction with developers or other third parties~~pandemic. ~~BNC~~However, ~~is currently in~~ the ~~early~~telehealth ~~stages~~industry ofis ~~development,~~still ~~has~~relatively ~~made~~new ~~a limited number of products available to users~~ and ~~has~~evolving ~~not~~rapidly, ~~developed~~which ~~all~~presents ofseveral ~~the~~risks ~~products~~for GuyCare itas ~~intends~~a tonew ~~release to users~~entrant. ~~Although~~First, ~~BNC~~GuyCare ismay ~~actively~~face ~~developing~~challenges ~~products it intends to release to users,~~ in ensuring the ~~future~~quality, ~~technological~~reliability, ~~competitive~~ orand ~~financial~~security ~~pressures,~~of ~~among~~its ~~other~~telehealth ~~changes~~platform, ~~could cause BNC to abandon its product development plans~~ which ~~would adversely~~ ~~harm~~could ~~its~~impact ~~user~~customer ~~experience~~satisfaction and ~~financial results~~loyalty. ~~In addition~~Second, ~~BNC~~GuyCare may ~~introduce~~encounter ~~significant~~resistance ~~changes~~from totraditional ~~BNC’s~~healthcare ~~products~~providers or ~~acquire~~regulatory orbodies ~~introduce~~who ~~new~~are ~~and~~skeptical ~~unproven~~of ~~products,~~telehealth’s ~~including~~efficacy ~~using technologies with which BNC has little~~ or noconcerned ~~prior~~about ~~development~~its orpotential ~~operating experience~~risks. ~~For~~ ~~example~~Third, ~~BNC~~the ~~does~~telehealth ~~not~~market ~~have~~is ~~significant~~becoming increasingly ~~experience~~crowded, with ~~consumer~~numerous ~~hardware~~players ~~products~~vying orfor ~~virtual~~market orshare ~~augmented reality technology, which may adversely affect BNC’s ability to successfully develop~~ and ~~market~~customer ~~these~~attention. ~~products~~GuyCare ~~and~~must ~~technologies.~~differentiate ~~BNC~~its ~~will~~offerings ~~incur substantial~~and ~~costs,~~value ~~and~~proposition ~~BNC~~to ~~may~~stand ~~not~~out ~~be successful~~ in ~~generating~~this ~~profits,~~competitive ~~in connection with these efforts~~landscape. ~~These efforts~~Finally, ~~including~~ the ~~introduction of~~long-term ~~new~~sustainability ~~products~~of ortelehealth ~~changes~~as toa ~~existing~~primary ~~products,~~mode ~~may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical~~of ~~concerns,~~healthcare ordelivery ~~other~~is ~~complications~~still ~~that could adversely affect BNC’s business~~uncertain, ~~reputation,~~as orit ~~financial~~may ~~results.~~be Ifimpacted ~~BNC’s~~by ~~new products~~factors orsuch as changes toin ~~existing~~reimbursement ~~products fail to engage users~~policies, ~~marketers,~~technological ~~or developers~~disruptions, or ifshifts ~~BNC’s~~in ~~business~~consumer ~~plans~~preferences. ~~are~~GuyCare ~~unsuccessful, BNC~~must ~~may~~navigate ~~fail~~these torisks ~~attract~~and oruncertainties ~~retain users or~~ to ~~generate~~establish ~~sufficient~~a ~~revenue,~~strong ~~operating~~foothold ~~margin,~~in orthe ~~other value to justify BNC’s investments,~~telehealth industry and ~~BNC’s~~drive ~~business~~long-term ~~may be adversely affected~~growth.

~~BNC~~GuyCare’s ~~may~~hybrid bebusiness ~~adversely~~model, which ~~impacted~~includes bybrick-and-mortar ~~negative~~clinics, ~~economic~~exposes ~~conditions~~GuyCare to additional operational risks and challenges.

~~BNC’s~~While ~~performance~~GuyCare ~~and~~will ~~financial~~focus ~~condition~~primarily on telehealth ~~are~~services, ~~subject~~GuyCare’s tohybrid ~~economic~~model ~~conditions~~also ~~and~~includes ~~the~~operating ~~impact~~brick-and-mortar ~~such~~clinics, ~~conditions~~which ~~have~~presents ona ~~levels~~unique set of ~~discretionary~~risks ~~spending~~and challenges. As ~~Factors~~a ~~that~~new ~~may~~entrant, ~~impact~~GuyCare ~~discretionary spending~~may ~~include~~face ~~inflation,~~significant ~~employment~~upfront ~~rates,~~costs ~~the~~in ~~liquidity~~acquiring ofor ~~the~~leasing ~~capital~~clinic ~~markets~~space, ~~economic~~purchasing ~~uncertainty~~equipment and ~~political~~supplies ~~conditions~~and hiring clinical staff. ~~Spending on~~These ~~BNC~~investments may strain GuyCare’s ~~Platform~~and ~~has~~thereby ~~declined~~RiskOn’s infinancial ~~the~~resources ~~past,~~ and ~~could~~divert ~~decline~~management’s attention infrom ~~the~~other ~~future~~critical business functions. Additionally, ~~during~~operating ~~recessionary~~physical ~~periods~~clinics ~~and~~exposes ~~other~~GuyCare ~~periods~~to ofvarious ~~uncertainty~~operational risks, orsuch inas ~~which~~property ~~capital~~maintenance, isstaffing ~~constrained.~~challenges, Ifand ~~spending~~potential onliability ~~BNC’s~~for ~~marketplace~~on-site accidents or ~~Platform~~medical ~~declines,~~malpractice. orGuyCare ~~grows~~must also atensure compliance with a ~~slower~~wide ~~rate~~range of regulations governing the operation of healthcare facilities, including safety standards, asaccessibility arequirements, ~~result~~and ofwaste ~~reduced~~management ~~discretionary~~protocols. ~~consumer~~Any ~~spending,~~lapses ~~BNC~~in compliance or negative incidents at GuyCare’s ~~business,~~clinics could ~~financial~~result ~~condition,~~in ~~and~~legal ~~results~~liabilities, ofregulatory ~~operations~~penalties ~~would~~and ~~be adversely~~reputational ~~affected~~harm.

~~BNC~~GuyCare ~~may~~faces ~~not~~intense becompetition ~~successful~~from established players in ~~its~~the ~~metaverse strategy~~men’s ~~and~~health ~~investments~~market, which could ~~adversely~~hinder ~~affect~~GuyCare’s ~~BNC~~ability to gain market share and achieve profitability. The men’s ~~business,~~health ~~reputation~~market is becoming increasingly crowded, orwith ~~financial~~numerous ~~results~~established players and new entrants vying for market share.

~~BNC~~As ~~believes~~a ~~that~~new ~~the~~company ~~metaverse,~~in anthe ~~embodied~~men’s ~~internet~~health market, ~~where~~GuyCare ~~people~~faces ~~have~~intense ~~immersive~~competition ~~experiences~~from ~~beyond~~various ~~two-dimensional screens~~sources, isincluding ~~the~~traditional ~~next~~healthcare ~~evolution~~providers, intelehealth ~~social~~platforms, ~~technology. BNC intends~~ direct-to ~~focus~~-consumer onhealth ~~helping to bring the metaverse to life. BNC expects this will be a complex~~brands, ~~evolving,~~ and ~~long-term~~retail ~~initiative~~pharmacies. ~~that~~Many ~~will involve the development~~ of ~~new~~these ~~and~~competitors ~~emerging~~have ~~technologies, require~~ significant ~~investment~~advantages inover ~~infrastructure~~GuyCare, such as ~~well~~greater asbrand ~~privacy~~recognition, larger ~~safety,~~customer ~~and security efforts~~bases, ~~and~~more ~~collaboration~~extensive ~~with~~provider ~~other companies~~networks, ~~developers,~~and ~~partners,~~vastly ~~and~~greater ~~other~~financial ~~participants~~resources. ~~However,~~To ~~the~~survive ~~metaverse may not develop~~ in ~~accordance~~this ~~with~~competitive ~~BNC’s expectations~~landscape, GuyCare ~~and~~must ~~market~~differentiate ~~acceptance~~itself ofthrough ~~features,~~innovative ~~products~~offerings, orpersonalized ~~services~~customer ~~BNC~~experiences, ~~may build for the metaverse is uncertain. While BNC intends to regularly evaluate BNC’s product roadmaps~~ and ~~make~~compelling ~~significant~~marketing ~~changes as BNC’s understanding~~campaigns. ofGuyCare ~~the~~must ~~technological~~also ~~challenges~~continuously ~~and~~monitor ~~market landscape~~ and ~~BNC’s~~adapt ~~product ideas and designs evolve, there is no guarantee that BNC will be able~~ to ~~successfully~~changes ~~compete~~ in ~~the~~competitor ~~future.~~strategies, ~~In addition~~pricing, ~~BNC has virtually no experience with consumer hardware products~~ and ~~virtual and~~market ~~augmented~~positioning ~~reality technology, which may enable other companies~~ to ~~compete~~avoid ~~more~~being ~~effectively than it can~~outmaneuvered. ~~BNC may be unsuccessful in~~ ~~BNC’s~~However, ~~future~~as ~~research~~a ~~and~~new ~~product development efforts~~entrant, ~~including~~GuyCare ifmay ~~BNC~~lack ~~is unable to develop relationships with key participants in~~ the ~~metaverse~~market ~~or develop products that operate effectively with metaverse technologies~~intelligence, ~~products,~~customer ~~systems~~insights, ~~networks, or standards. BNC hopes to make investments in virtual~~ and ~~augmented~~agility ~~reality and other technologies~~ to ~~support~~respond ~~these~~quickly ~~efforts, and BNC’s ability~~ to ~~support these efforts is dependent on generating sufficient profits from BNC’s business. In addition, as BNC’s metaverse~~competitive ~~efforts evolve~~threats, ~~BNC~~which ~~may~~could behinder ~~subject~~its ability to again ~~variety~~market ofshare ~~existing or new laws~~ and ~~regulations~~achieve inprofitability. ~~the United States and international jurisdictions~~Additionally, ~~including~~ inintense ~~the areas of privacy, safety,~~ competition, ~~content regulation, consumer protection, and e-commerce, which~~ may ~~delay~~lead ~~or impede~~to ~~the~~price ~~development of BNC’s products and services~~wars, ~~increase~~margin ~~BNC’s operating costs~~erosion, ~~require significant management time~~ and ~~attention, or~~customer ~~otherwise harm BNC’s business. As a result of these or other factors~~churn, ~~BNC’s metaverse strategy and investments may not be successful in the foreseeable future, or at all,~~ which could ~~adversely~~further ~~affect~~strain ~~BNC~~GuyCare’s ~~business, reputation, or~~ financial ~~results~~performance.

2117

~~BNC~~As ~~may~~a ~~not~~healthcare becompany ~~able~~collecting tosensitive customer ~~successfully~~information, ~~grow~~GuyCare ~~usage of~~faces significant cybersecurity and ~~engagement~~data ~~with~~privacy ~~applications~~risks that ~~integrate~~could ~~with~~expose ~~BNC’s~~GuyCare ~~products~~to legal liabilities, regulatory penalties, and reputational harm.

~~BNC~~As ~~hopes~~a tohealthcare ~~make~~company ~~investments~~that ~~to enable developers to build~~collects, ~~grow~~stores, and ~~monetize~~processes ~~applications~~sensitive ~~that~~customer ~~integrate~~information, ~~with~~including ~~BNC’s~~personal ~~products.~~health ~~Such~~data, ~~existing~~GuyCare ~~and~~is ~~prospective~~a ~~developers~~prime ~~may~~target ~~not~~for becybersecurity threats and ~~successful~~data inbreaches. ~~building,~~A ~~growing,~~successful cyber-attack or ~~monetizing~~data ~~applications~~breach ~~that~~could ~~create~~result ~~and~~in ~~maintain~~the ~~user~~unauthorized ~~engagement.~~access, ~~Additionally~~disclosure, ~~developers~~or ~~may~~theft ~~choose to~~of ~~build~~customer ~~on other platforms~~data, which ~~including~~could ~~platforms~~lead ~~controlled~~to bysignificant ~~third~~legal ~~parties~~liability, ~~rather~~regulatory ~~than~~penalties ~~building~~and ~~products~~reputational ~~that~~harm. ~~integrate~~For ~~with~~example, ~~BNC’s products.~~under ~~BNC~~state isand ~~continuously~~federal ~~seeking~~consumer privacy tolaws, ~~balance~~such as the ~~distribution~~California ~~objectives~~Consumer ofPrivacy ~~BNC’s~~Act, ~~developers~~companies ~~with~~that ~~BNC’s~~collect ~~desire~~personal todata must provide an ~~optimal~~customers ~~user~~with ~~experience,~~certain rights and ~~BNC~~protections, ~~may~~such ~~not~~as bethe ~~successful~~right into ~~achieving~~access, adelete, ~~balance that attracts~~ or ~~retains~~opt ~~such~~out ~~developers.~~of Inthe ~~addition, as~~sale ~~part~~ of ~~BNC’s~~their ~~efforts~~data. ~~related~~Violations toof ~~privacy,~~these ~~safety,~~laws ~~and~~could ~~security,~~lead ~~BNC intends~~ to ~~conduct~~significant penalties ~~investigations~~ and ~~audits~~class-action ~~of platform applications from time to time~~lawsuits. InAs ~~some~~a ~~instances~~new entrant, ~~these~~GuyCare ~~actions~~may ~~will~~lack ~~adversely~~the ~~affect~~robust ~~BNC’s~~cybersecurity ~~relationships~~infrastructure ~~with~~and ~~developers.~~data Ifprivacy ~~BNC~~controls isneeded ~~not~~to ~~successful~~safeguard incustomer ~~BNC’s~~data ~~efforts~~effectively. toGuyCare ~~grow~~must ~~the~~invest ~~number~~heavily ofin ~~developers~~building ~~that~~a ~~choose~~secure, tocompliant ~~build~~data ~~products~~management ~~that~~system ~~integrate with BNC’s~~and ~~products~~training orits ifemployees ~~BNC~~in isdata ~~unable~~privacy tobest ~~continue~~practices. toGuyCare ~~build~~must ~~and~~also ~~maintain~~regularly ~~good~~monitor ~~relations~~and ~~with~~adapt ~~such~~to ~~developers,~~changes ~~BNC’s~~in ~~user~~cybersecurity ~~growth~~ threats and ~~user~~regulatory ~~engagement as~~requirements ~~well~~to asstay ~~its~~ahead ~~financial~~of ~~results~~potential ~~may be adversely affected~~risks.

~~Some~~GuyCare’s ~~developers, creators,~~reliance ~~and users~~ on ~~our~~third-party ~~Platform may make unauthorized~~suppliers, ~~fraudulent~~ manufacturers, orand ~~illegal~~partners ~~use~~exposes ofGuyCare ~~Bitnile~~to ~~Tokens,~~various ~~Coins~~operational and ~~other~~financial ~~digital goods or experiences on our Platform, including through unauthorized third-party websites or “cheating” programs~~risks.

~~Bitnile~~GuyCare’s ~~Tokens,~~business ~~Coins, and~~model ~~digital~~depends ~~goods~~ heavily on ~~our~~third-party ~~Platform~~suppliers, ~~have~~manufacturers, noand ~~monetary~~partners ~~value~~for ~~outside~~various aspects of ~~our~~its ~~Platform~~operations, ~~and~~including ~~cannot~~pharmaceutical beproducts, ~~traded~~medical supplies, ~~between~~technology ~~accounts~~infrastructure ~~currently~~and ~~within bitnile~~marketing services.~~com,~~ ~~but~~As ~~users~~a new entrant, GuyCare may inlack the ~~future~~bargaining ~~make~~power ~~unauthorized,~~and ~~fraudulent,~~established orrelationships needed ~~illegal~~to ~~sales~~secure favorable terms and~~/or~~ ~~purchases~~reliable ofservice ~~BitNile~~from ~~Tokens,~~these ~~Coins,~~third ~~and other~~parties. ~~digital~~Any ~~goods~~disruptions onor quality issues in GuyCare’s supply chain or ~~off~~partner ofnetwork ~~our~~could ~~Platform,~~significantly ~~including~~impact ~~through~~GuyCare’s ~~unauthorized~~ability ~~third-party~~to ~~websites~~serve inits ~~exchange~~customers ~~for~~and ~~real-world~~maintain ~~currency~~business continuity. ~~For~~ For example, ~~when~~if ~~trading~~a ~~between~~key ~~characters~~supplier isexperiences ~~implemented,~~production ~~some~~delays ~~users~~or ~~may~~quality ~~make~~control ~~fraudulent~~issues, ~~use~~GuyCare ofmay ~~credit~~face ~~cards~~shortages ~~owned~~of bycritical ~~others~~products ~~on our~~or ~~Platform~~be forced to ~~purchase~~recall ~~Bitnile~~defective ~~Tokens~~items, orwhich ~~coins~~could ~~and~~lead ~~offer~~to ~~the~~customer ~~purchased~~dissatisfaction, ~~tokens~~legal liability and ~~coins~~financial ~~for~~losses. ~~sale~~Similarly, at if a ~~discount~~technology onpartner experiences a ~~third-party~~service ~~website~~outage or data breach, GuyCare’s telehealth platform may become unavailable or compromised, leading to lost revenue and reputational harm.

~~While~~As wea ~~plan~~new ~~to regularly monitor and screen usage of our Platform with the aim of identifying and preventing these activities~~business, ~~and~~GuyCare ~~regularly~~faces ~~monitor third-party~~significant ~~websites~~challenges for fraudulent Bitnile products or digital goods offers as well as regularly send cease-and-desist letters to operators of these third-party websites, we are unable to control or stop all unauthorized, fraudulent, or illegal transactions in ~~Bitnile Tokens~~developing, ~~Coins~~protecting, or ~~other digital goods that occurs on or off of our Platform. Although we are not directly responsible for such unauthorized, fraudulent,~~ and~~/or~~ ~~illegal~~commercializing ~~activities~~its ~~conducted~~proprietary bytechnology ~~these third parties, our user experience may be adversely affected,~~ and ~~users~~other ~~and/or~~intellectual ~~developers may~~property ~~choose to leave our Platform if these activities are pervasive~~assets. ~~These activities may also result in negative publicity, disputes, or even legal claims, and measures we take in response may be expensive, time consuming, and disruptive to our operations.~~

InGuyCare’s ~~addition,~~success ~~unauthorized, fraudulent,~~depends ~~and/or~~on ~~illegal~~its ~~purchases~~ability to develop, protect, and~~/or~~ ~~sales~~commercialize ofits ~~Bitnile~~proprietary ~~Tokens~~technology, ~~Coins~~trade secrets, orand other ~~digital~~intellectual ~~goods~~property on(“IP”) orassets. As ~~off~~a ofnew ~~our~~entrant ~~Platform,~~in ~~including through~~the ~~third-party~~highly ~~websites,~~competitive ~~bots,~~men’s ~~fake~~health ~~accounts~~market, orGuyCare ~~“cheating”~~may orface ~~malicious~~significant ~~programs~~challenges ~~that~~in ~~enable~~securing ~~users~~and ~~to exploit vulnerabilities~~enforcing inits ~~the~~IP ~~experiences~~rights. onFor ~~our~~example, ~~Platform~~GuyCare ormay ~~our~~lack ~~partners’~~the ~~websites~~financial resources and ~~platforms,~~internal ~~could~~legal ~~reduce~~expertise ~~our~~needed ~~revenue~~to file and ~~bookings~~prosecute bypatent applications effectively, ~~among~~or ~~other things,~~to ~~decreasing~~defend ~~revenue~~against ~~from~~IP ~~authorized~~infringement ~~and~~claims ~~legitimate~~by ~~transactions~~competitors. Additionally, ~~increasing~~GuyCare’s ~~chargebacks~~IP ~~from~~may ~~unauthorized~~be ~~credit~~vulnerable to ~~card~~reverse ~~transactions~~engineering, ~~causing~~ usunauthorized todisclosure, ~~lose~~or ~~revenue~~independent ~~and~~development ~~bookings~~by ~~from~~third ~~dissatisfied~~parties, ~~users~~particularly ~~who~~if ~~stop~~GuyCare ~~engaging~~fails ~~with~~to ~~the~~implement adequate ~~experiences~~safeguards onand ~~our~~confidentiality ~~Platform,~~agreements. orAny ~~increasing costs~~loss weor ~~incur~~compromise toof ~~develop~~GuyCare’s ~~technological~~IP ~~measures~~could tosignificantly ~~curtail~~undermine ~~unauthorized~~its ~~transactions~~competitive position and ~~other~~ability ~~malicious~~to ~~programs~~differentiate itself in the market.

~~Under~~Relying ~~the~~on ~~terms~~contracted ofmedical ~~service for~~groups ~~our Platform, which developers, creators and users are obligated to comply with, we reserve the right to temporarily~~ or ~~permanently~~hired ~~ban~~doctors ~~individuals for breaching our Terms of Use by violating applicable law or bitnile.com policies which include engaging~~ in ~~illegal~~certain ~~activity on~~states ~~the~~introduces ~~Platform. We will also employe technological measures to help detect unauthorized transactions and continue to develop~~ additional ~~methods~~ ~~and~~legal, ~~processes~~operational ~~through which we can identify unauthorized transactions~~ and ~~block~~quality ~~such~~control ~~transactions.~~risks ~~However,~~for ~~there can be no assurance that our efforts to prevent or minimize these unauthorized, fraudulent, or illegal transactions will be successful~~GuyCare.

~~Due~~In states where GuyCare cannot directly provide telemedicine services through the use of a nurse practitioner, GuyCare will need to ~~unfamiliarity~~rely on contracted medical groups or hired doctors. These relationships may introduce additional legal, operational, and ~~some~~quality ~~negative~~control ~~publicity~~risks, ~~associated~~as ~~with~~GuyCare ~~digital~~will ~~assets~~have less direct oversight over the care provided to its patients in these states. GuyCare may face increased exposure to malpractice claims or other legal issues arising from the actions of contracted or hired healthcare providers. While these providers should carry their own malpractice insurance, GuyCare ~~BNC~~could still be named in lawsuits or face reputational harm if the quality of care provided does not meet GuyCare’s ~~user~~standards. Furthermore, ~~base~~GuyCare may ~~lose~~have ~~confidence~~limited inability ~~products~~to enforce its own quality control measures and ~~services~~clinical ~~that~~guidelines ~~utilize~~when working with external ~~technology~~providers. ~~related~~Inconsistencies in the quality of care, adherence to ~~digital~~best ~~assets~~practices, or bedside manner of contracted or hired providers could undermine GuyCare’s brand reputation and customer loyalty.

~~One of BNC~~GuyCare’s ~~products~~ambitious ~~and~~multi-state ~~experiences is~~expansion aplan virtual market which facilitates the sales of digital assets from BNC as well as third party vendors like virtual real estate, digital art, user customizations and unique collectibles. Products and services that are based on digital assets are relatively new. The digital asset industry has companies that are unlicensed, unregulated, operate without supervision by any governmental authorities. As a result, users and the general public may ~~lose~~face ~~confidence~~unforeseen ~~in digital assets~~challenges, ~~including~~potentially ~~BNC~~impacting ~~products~~its ~~and~~financial ~~services.~~performance ~~Companies like BNC that deal in digital assets are appealing targets for hackers~~ and ~~malware~~growth ~~and may also be more likely to be targets of regulatory enforcement actions~~prospects. ~~Negative~~ perception, a lack of stability and standardized regulation in the digital asset industry and the failure of digital asset focused companies due to fraud, business failure, hackers or malware, or government mandated regulation, may reduce confidence in BNC’s business. Any of these events could have a material and adverse impact on BNC’s business.

22GuyCare plans to rapidly expand its telemedicine services to all 41 states in which nurse practitioners may provide services, which is anticipated to occur prior to December 31, 2024. The plan is ambitious and may face unforeseen challenges. Delays in obtaining licenses, recruiting providers, or setting up necessary infrastructure could impact GuyCare’s ability to meet its expansion targets and may negatively affect its financial performance and growth prospects.

~~Risks Related to BNC’s Business Operations and Financial Results~~18

~~Our~~The ~~business~~loss isof ~~highly~~key ~~competitive.~~management ~~Competition presents~~or anhealthcare ~~ongoing~~professionals could ~~threat~~significantly todisrupt ~~the~~GuyCare’s ~~success~~operations ofand ~~BNC~~hinder GuyCare’s ~~business~~ability to achieve its growth objectives.

~~BNC~~As ~~expects~~a tonew ~~compete~~subsidiary, ~~with~~GuyCare’s ~~companies~~success ~~providing~~is ~~connection,~~heavily ~~sharing,~~dependent ~~discovery,~~on ~~and~~the ~~communication~~skills, ~~products and services to users online~~experience, ~~as well as companies that sell advertising to businesses looking to reach consumers~~ and~~/or~~ ~~develop~~leadership ~~tools~~of ~~and~~its ~~systems~~key ~~for~~management ~~managing~~ and ~~optimizing~~healthcare ~~advertising campaigns~~professionals. ~~BNC~~These ~~faces~~individuals ~~significant~~play ~~competition~~a incritical ~~every~~role ~~aspect~~in ofsetting ~~BNC~~GuyCare’s ~~business,~~strategic ~~including~~direction, ~~but~~building ~~not~~its ~~limited~~organizational toculture, ~~companies that facilitate the ability of users to create, share, communicate,~~ and ~~discover~~executing ~~content~~its ~~and~~business ~~information online or enable marketers to reach their existing or prospective audiences~~plan. ~~BNC~~The ~~expects~~loss toof ~~compete~~one ~~to attract, engage, and retain people who use BNC’s products, to attract and retain businesses that use BNC’s free~~ or ~~paid~~more ~~business~~of ~~and~~its ~~advertising~~key ~~services,~~personnel ~~and~~could tosignificantly ~~attract~~disrupt ~~and retain developers who build compelling applications that integrate with BNC~~GuyCare’s ~~products.~~operations ~~BNC also expects to compete with companies that develop~~ and ~~deliver~~hinder ~~virtual~~its ~~and~~ability ~~augmented reality products and services. As BNC introduces or acquires new products, or as other companies introduce new products and services, including as part of efforts~~ to ~~develop the metaverse or innovate through the application of new technologies such as artificial intelligence, BNC may become~~achieve ~~subject~~its togrowth ~~additional competition~~objectives.

~~Virtually~~As ~~all~~a ~~BNC’s~~provider ~~current~~of ~~and~~healthcare ~~potential competitors~~products ~~have~~and ~~greater resources~~services, ~~experience, or stronger competitive positions in the product segments, geographic regions, or user~~ ~~demographics~~GuyCare infaces ~~which~~inherent ~~BNC~~risks ~~intends~~related to ~~operate~~product ~~than~~liability ~~BNC~~claims ~~does.~~and ~~For example~~lawsuits, ~~some~~which ofcould ~~BNC’s~~result ~~competitors may be domiciled~~ in ~~different countries~~significant ~~and~~legal ~~subject to political~~expenses, ~~legal~~damages, ~~and regulatory regimes that enable them to compete more effectively than BNC could. These factors~~ ~~may allow BNC’s competitors to respond more effectively than BNC to new or emerging technologies~~ and ~~changes~~reputational ~~in market conditions~~harm. In the event that users engage with other products and services, BNC may never see any growth in use and engagement in key user demographics or more broadly, in which case BNC’s business would be harmed.

~~BNC’s~~As ~~competitors~~a ~~may~~provider ~~develop~~of healthcare products~~, features,~~ orand services ~~that are similar to its own or that achieve greater acceptance~~, GuyCare ~~may~~faces ~~undertake~~inherent ~~more~~risks ~~far-reaching~~related ~~and~~to ~~successful~~ product ~~development~~ ~~efforts~~liability orclaims ~~marketing~~and ~~campaigns, or may adopt more aggressive pricing policies~~lawsuits. ~~Some~~If ~~competitors may gain~~ a ~~competitive~~customer ~~advantage against~~experiences ~~BNC,~~an ~~including:~~adverse byevent ~~making acquisitions; by limiting BNC’s ability to deliver, target,~~ or ~~measure~~injury ~~the effectiveness of ads;~~while byusing ~~imposing~~one ~~fees or other charges related to BNC’s delivery~~ of ~~ads; by making access to BNC~~GuyCare’s products ~~more difficult~~ or ~~impossible; by making it more difficult to communicate with BNC’s users; or by integrating competing platforms~~services, ~~applications, or features into products~~ they ~~control~~may ~~such~~take aslegal ~~mobile~~action ~~device~~seeking ~~operating~~damages ~~systems,~~from ~~search~~GuyCare. ~~engines,~~Product ~~browsers,~~liability orclaims ~~e-commerce~~can be ~~platforms.~~costly ~~BNC’s~~to ~~competitors may,~~defend and ~~in some cases will~~settle, ~~acquire~~even ~~and~~if ~~engage~~they ~~users~~are orultimately ~~generate~~found ~~advertising~~to orbe ~~other~~without ~~revenue~~merit. atAdditionally, ~~the~~negative ~~expense~~publicity ofsurrounding ~~BNC’s~~a product ~~own~~liability ~~efforts, which~~lawsuit ~~would~~could ~~negatively~~significantly ~~affect~~damage ~~BNC~~GuyCare’s ~~business~~brand reputation and ~~financial~~customer ~~results. In addition~~trust, ~~from~~particularly ~~time~~as toa ~~time,~~new ~~BNC may take actions~~ entrant in ~~response to~~the ~~competitive threats, but BNC cannot assure you that these actions will be successful or that they will not negatively affect BNC’s business and financial results~~market.

~~Real~~Economic downturns or ~~perceived~~uncertainties ~~inaccuracies~~could ~~in BNC’s~~lead ~~community~~to ~~and~~reduced ~~other~~demand ~~metrics~~for ~~may harm BNC~~GuyCare’s ~~reputation~~products and services, negatively ~~affect~~impacting ~~BNC~~GuyCare’s ~~business~~revenue and growth prospects.

~~The~~As ~~numbers~~a ~~for~~new ~~BNC’s~~business ~~key~~operating ~~metrics~~in ~~are~~the ~~calculated~~discretionary ~~using~~healthcare ~~internal~~market, ~~company~~GuyCare ~~data~~is ~~based~~particularly onvulnerable ~~the~~to ~~activity~~economic ofdownturns ~~user~~and ~~accounts,~~uncertainties. atDuring times ~~augmented~~of byeconomic ~~other~~stress, ~~sources.~~consumers may ~~While~~cut ~~these~~back ~~numbers are based~~ on ~~what~~non-essential ~~BNC~~health ~~believes~~and towellness bespending, ~~reasonable~~such ~~estimates~~as ofelective ~~BNC’s~~procedures, ~~user~~preventive ~~base~~care ~~for~~and ~~the~~premium ~~applicable~~products. ~~period~~This ~~of measurement, there are inherent~~could ~~challenges~~lead into ~~measuring~~reduced ~~usage~~demand offor ~~BNC~~GuyCare’s ~~products~~offerings, ~~across~~lower ~~online~~revenue, and ~~mobile~~increased ~~populations~~customer ~~around the world~~churn. ~~The~~Additionally, ~~methodologies~~economic ~~used to~~uncertainties ~~measure~~may ~~these~~make ~~metrics~~it ~~require~~harder ~~significant~~for ~~judgment~~GuyCare ~~and~~to ~~are~~secure ~~also~~funding ~~susceptible~~from toinvestors ~~algorithm~~ or ~~other technical errors. In addition~~lenders, ~~BNC~~particularly ~~is seeking~~as toa ~~establish~~new ~~mechanisms~~entrant towith ~~improve~~a ~~its~~limited ~~estimates~~track record of ~~its~~financial ~~user~~performance. ~~base,~~This ~~and~~could ~~such~~hinder ~~estimates may change due to improvements or changes in BNC~~GuyCare’s ~~methodology.~~ability ~~BNC intends~~ to ~~regularly~~invest ~~review~~in ~~BNC’s~~growth ~~processes for calculating these metrics~~initiatives, ~~and~~such ~~from~~as ~~time~~new toproduct ~~time~~development, ~~BNC~~market ~~expects~~expansion, toand ~~discover~~talent ~~inaccuracies in these metrics or make adjustments to improve their accuracy~~acquisition.

~~The~~Negative ~~lack~~publicity ofor ~~comprehensive~~customer ~~encryption~~feedback ~~for communications~~could onsignificantly ~~the~~damage ~~Platform~~GuyCare’s ~~may~~brand ~~increase~~reputation ~~the~~and ~~impact~~customer oftrust, ahindering ~~data~~GuyCare’s ~~security~~ability ~~incident~~to attract and retain customers.

~~Communications~~As ona ~~the~~new ~~Platform~~entrant ~~are~~in ~~not~~the ~~comprehensively~~highly competitive men’s ~~encrypted~~health atmarket, ~~this~~GuyCare’s ~~time~~success depends heavily on its ability to build and maintain a strong brand reputation. AsA ~~such,~~positive ~~any~~brand image ~~data~~can ~~security~~help ~~incident~~GuyCare ~~that~~attract ~~involves~~and ~~unauthorized~~retain ~~access~~customers, ~~acquisition~~partners, ~~disclosure~~and employees, oras ~~use~~well ~~may~~as bedifferentiate itself from competitors. However, ~~highly~~building ~~impactful~~and tomaintaining ~~BNC’s~~a ~~business.~~strong ~~BNC~~brand ~~may~~is ~~experience~~a ~~considerable~~complex ~~incident~~and ~~response~~ongoing ~~forensics,~~process ~~data~~that ~~recovery,~~requires ~~legal~~significant ~~fees~~investments in marketing, ~~and~~customer ~~costs~~experience, ofand ~~notification~~product ~~related~~quality. toAs ~~any~~a ~~such~~new ~~potential incident~~business, ~~and~~GuyCare ~~BNC~~ may face anchallenges ~~increased~~in ~~risk~~establishing ofbrand ~~reputational~~awareness ~~harm,~~and ~~regulatory enforcement~~credibility, particularly ~~and~~in ~~consumer~~a ~~litigation,~~market ~~which~~where ~~could~~established ~~further~~players ~~harm~~have ~~BNC’s~~a ~~business~~strong presence. Additionally, ~~financial~~any ~~condition~~negative publicity or customer feedback, ~~results~~whether ofjustified or ~~operations~~not, ~~and~~can ~~future~~quickly ~~business opportunities~~erode brand trust and loyalty.

~~BNC~~GuyCare ~~relies~~faces onsignificant ~~the experience~~risks and ~~expertise~~challenges in ofexecuting its ~~senior~~marketing ~~management~~and ~~team~~advertising strategy effectively and ~~skilled~~compliantly ~~employees~~in ~~with~~the ~~creative~~highly ~~and~~regulated ~~technical~~healthcare ~~backgrounds~~industry.

~~BNC’s~~As ~~success~~a ~~depends~~new entrant in ~~part~~the ~~upon~~men’s ~~the~~health ~~continued~~market, ~~service~~GuyCare ofmust ~~its~~invest ~~senior~~heavily ~~management~~in ~~team~~marketing and ~~key~~advertising ~~technical~~to ~~employees.~~build ~~Each~~brand ofawareness, ~~these~~generate ~~employees~~demand, ~~could~~and ~~terminate~~attract ~~his~~new orcustomers. ~~her~~However, GuyCare ~~relationship~~faces ~~with BNC~~significant atrisks ~~any~~and ~~time.~~challenges ~~Such~~in ~~employees,~~executing ~~particularly~~its ~~game~~marketing ~~designers,~~strategy ~~engineers~~effectively and ~~project~~compliantly. ~~managers~~For ~~with~~example, ~~desirable~~the ~~skill~~healthcare industry ~~sets~~is ~~are~~subject into ~~high~~strict ~~demand,~~ regulations around marketing and ~~BNC~~advertising, ~~devotes~~particularly ~~significant~~with ~~resources~~respect to ~~identifying,~~product ~~hiring~~claims, ~~training~~testimonials, and ~~successfully~~disclosures. ~~integrating~~Failure ~~and~~to ~~retaining~~comply with these ~~employees.~~regulations ~~Hiring and~~could ~~retaining~~result ~~skilled~~in ~~employees~~legal topenalties, ~~support~~reputational ~~BNC’s~~harm, ~~products~~ and ~~services~~loss isof ~~highly~~customer ~~competitive~~trust. Additionally, Athe ~~lack~~digital ofadvertising ~~skilled~~landscape ~~technical~~is ~~workers or~~becoming ~~the~~increasingly ~~loss~~complex ofand ~~any~~competitive, ~~member~~with ofnumerous ~~BNC’s~~players ~~senior~~vying ~~management~~for ~~team~~consumer attention ~~could~~and ~~delay~~data. orThis ~~negatively~~can ~~impact~~make ~~BNC’s~~it ~~business~~difficult ~~plans,~~for ~~ability~~GuyCare to ~~compete,~~ ~~results~~achieve ofits ~~operations,~~desired ~~cash~~return ~~flows~~on investment and ~~financial~~to ~~condition~~differentiate itself from competitors.

23GuyCare may face intellectual property infringement claims from competitors or other third parties, which could result in costly legal battles and damage to GuyCare’s reputation and financial performance.

~~Risks~~As ~~Related~~GuyCare develops and commercializes its proprietary products and technologies, it may face the risk of intellectual property infringement claims from competitors, patent trolls, or other third parties. These claims can be costly and time-consuming to ~~Government~~defend, ~~Regulation~~even if they are ultimately found to be without merit. In some cases, GuyCare may be forced to pay significant damages or royalties, or to cease using certain technologies or products altogether. Additionally, the publicity surrounding an intellectual property dispute can damage GuyCare’s reputation and customer relationships, particularly ~~Enforcement~~as a new entrant in the market.

Actions by governments that restrict access to BNC’s products in their countries, censor or moderate content on BNC’s products in their countries, or otherwise impair BNC’s ability to sell advertising in their countries, could substantially harm BNC’s business and financial results.19

~~BNC~~Any ~~expects that governments will from time to time seek to censor or moderate content available on BNC’s products~~disruptions, ~~should such products ever be developed~~outages, ~~distributed and used by customers, in their country, restrict access to BNC’s products from their country partially~~ or ~~entirely,~~security ~~or impose other restrictions~~breaches ~~that may affect the accessibility of BNC’s products~~ in ~~their country for an extended period of time or indefinitely. In addition, government authorities may seek to restrict user access to BNC~~GuyCare’s ~~products~~technology ifinfrastructure ~~they consider us to be in violation of their laws or a threat to public safety or for other reasons. It is also possible that government authorities~~ could ~~take~~significantly ~~action~~impact ~~that impairs BNC~~GuyCare’s ability to ~~sell~~deliver ~~advertising,~~its ~~including in countries where access to BNC’s consumer-facing~~ products may be blocked or restricted. In the event that content shown on BNC’s products is subject to censorship, access to BNC’s products is restricted, in whole or in part, in one or more countries, BNC would be required to or could elect to make changes to BNC’s future operations, or other restrictions are imposed on BNC’s products, or BNC’s competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that BNC cannot access or where BNC face other restrictions, BNC’s ability to increase BNC’s user base, user engagement, or the level of advertising by marketers may be adversely affected, and ~~BNC~~services ~~may not~~as bewell ~~able~~as tomaintain ~~grow~~customer ~~BNC’s~~trust ~~revenue as anticipated,~~ and ~~BNC’s financial results could be adversely affected~~loyalty.

~~BNC~~GuyCare’s ~~business~~digital-first isapproach ~~subject~~ to ~~complex~~men’s ~~existing~~health ~~U.S.~~relies ~~and~~heavily ~~foreign~~on ~~laws~~its ~~and~~technology ~~regulations~~infrastructure, ~~regarding~~including ~~privacy~~its telehealth platform, ~~data~~mobile ~~use~~apps, and data ~~protection,~~management ~~content~~systems. Any disruptions, ~~competition~~outages, ~~safety~~or ~~and~~security ~~consumer protection,~~breaches ~~e-commerce,~~in ~~and~~these ~~other~~systems ~~matters,~~could ~~many~~significantly ofimpact ~~which~~GuyCare’s ~~may~~ability beto ~~amended~~deliver ~~supplements~~its byproducts and ~~laws~~services, and ~~regulations~~to inmaintain ~~the~~customer ~~future~~trust and loyalty. ~~Many~~For ofexample, ~~these~~if GuyCare’s telehealth platform experiences a prolonged ~~laws~~outage ~~and~~or ~~regulations~~a ~~are~~data ~~subject~~breach, customers may be unable to ~~change~~access ~~and~~care ~~uncertain~~or ~~interpretation~~may ~~and~~have ~~applicability~~their topersonal ~~BNC,~~health ~~and~~information ~~could~~compromised. This could result in ~~claims~~lost revenue, ~~changes to~~regulatory ~~BNC’s~~penalties, ~~products~~ and ~~business~~reputational ~~practices,~~harm. ~~monetary penalties~~Additionally, ~~increased~~as ~~cost~~a ofnew ~~operations~~entrant, orGuyCare ~~declines~~may face challenges in ~~user~~building and ~~growth~~maintaining ora ~~engagement, or~~scalable ~~otherwise~~and ~~harm~~resilient ~~BNC’s~~technology ~~business~~infrastructure that can keep pace with its growth and evolving customer needs.

~~BNC~~Pursuing isstrategic ~~subject~~acquisitions ~~to a variety of laws and regulations, changes in existing laws and regulations~~ or ~~the interpretations of them in the United States and abroad that will involve matters central~~investments tocould ~~BNC’s~~introduce ~~business,~~significant ~~including,~~risks ~~but not limited to, privacy, data use, data protection~~ and ~~personal~~challenges ~~information,~~for ~~biometrics~~GuyCare, ~~encryption, rights~~particularly ofas ~~publicity,~~a content, integrity, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, artificial intelligence and machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights, accessibility, telecommunications, product liability, e-commerce, digital assets, gaming, gambling, sweepstakes, promotions, taxation, economic or other trade controls including sanctions, anti-corruption and political law compliance, securities law compliance, and online payment services. The introduction of new ~~products, expansion~~entrant ofwith ~~BNC’s~~limited ~~activities~~experience in ~~certain~~mergers jurisdictions, or other actions that BNC may take may subject it to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy, content, competition, consumer protection, and ~~other laws and regulations can impose different obligations or be more restrictive than those in the United States~~acquisitions.

~~BNC~~As ~~may~~GuyCare ~~incur~~grows ~~substantial expenses to comply with laws~~ and ~~regulations~~expands orits ~~defend against a claim that BNC has not complied with them. Further~~business, ~~any failure on BNC’s~~it ~~part~~may topursue ~~comply~~strategic ~~with~~acquisitions ~~any relevant laws~~ or ~~regulations~~investments ~~may~~to ~~subject~~accelerate ~~BNC~~its togrowth, ~~significant~~enter ~~civil~~new markets, or ~~criminal~~acquire ~~liabilities,~~new ~~penalties,~~capabilities. ~~taxes~~However, ~~fees,~~these ~~costs~~transactions ~~and~~can ~~negative~~also ~~publicity.~~introduce ~~The~~significant ~~application~~risks ~~of existing domestic~~ and ~~international~~challenges, ~~laws~~particularly ~~and~~for ~~regulations~~a tonew ~~BNC~~entrant ~~relating~~with tolimited ~~issues~~experience ~~such as~~in ~~user~~mergers ~~privacy~~ and acquisitions. ~~data~~For ~~protection~~example, ~~security,~~GuyCare ~~defamation,~~may ~~pricing,~~face ~~advertising,~~difficulties ~~taxation,~~in ~~digital~~integrating ~~assets,~~the ~~gambling,~~acquired ~~sweepstakes,~~company’s ~~promotions~~technology, ~~consumer~~ ~~protection~~products, ~~accessibility,~~and ~~content~~personnel into ~~regulation,~~its ~~quality~~own ~~of services~~operations, ~~law~~leading ~~enforcement~~to ~~demands,~~culture ~~telecommunications~~clashes, ~~mobile~~redundancies, ~~and intellectual property ownership and infringement in many instances is unclear~~ or ~~unsettled.~~loss ~~Further, the application to us~~ of ~~existing laws~~key ~~regulating or requiring licenses for certain businesses of BNC advertisers can be unclear~~talent. ~~For example~~Additionally, ~~BNC~~the ~~operates~~acquisition amay ~~social~~not ~~casino~~deliver ~~with~~the aexpected ~~sweepstakes~~synergies ~~component,~~or ~~through~~financial ~~which it offers real money prizes. It is unclear whether certain regulations relating to gaming~~returns, ~~gambling,~~ ~~and~~leading ~~sweepstakes apply~~ to ~~our~~a ~~operations.~~loss ~~U.S.~~of ~~export control laws and regulations also impose requirements and restrictions on exports to certain nations and persons and on BNC~~RiskOn’s ~~business.~~shareholder ~~Internationally,~~value ~~BNC may also be subject to laws regulating BNC’s activities in foreign countries~~ and ~~to foreign laws and regulations that are inconsistent from country to country~~confidence.

~~These~~GuyCare’s ~~U.S.~~dependence ~~federal,~~on ~~state,~~key ~~and foreign laws and~~suppliers ~~regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving~~ and ~~can be~~vendors ~~subject~~for tocritical ~~significant~~products ~~change. As a result, the application, interpretation,~~ and ~~enforcement~~services ofcould ~~these~~expose ~~laws~~GuyCare ~~and regulations are often uncertain, particularly in the new and rapidly evolving industry in which BNC operates, and may be interpreted and applied inconsistently from jurisdiction~~ to ~~jurisdiction~~significant ~~and~~operational ~~inconsistently with BNC’s current policies~~ and practices. For example, regulatory or legislative actions or litigation affecting the manner in which BNC displays content to BNC’s users, moderate content, or obtain consent to various practices could adversely affect user growth and engagement. Such actions could affect the manner in which BNC provides its services or adversely affect BNC’s financial ~~results~~risks.

24GuyCare’s ability to deliver high-quality products and services to its customers depends heavily on its relationships with key suppliers and vendors, such as manufacturers, distributors, and technology providers. However, as a new entrant, GuyCare may have limited bargaining power and may be vulnerable to supply chain disruptions, price increases, or quality issues. Additionally, if GuyCare becomes overly dependent on a single supplier or vendor, it may be exposed to significant risks if that relationship is terminated or becomes strained.

AsGuyCare’s ~~its~~success ~~business~~depends ~~develops,~~heavily ~~BNC~~on its ~~expects~~ability to ~~become subject to significant legislative and regulatory developments~~attract, ~~and proposed or new legislation and regulations could significantly affect BNC’s business in the future. For example~~retain, ~~BNC intends to implement certain product changes~~ and ~~controls~~motivate as a ~~result~~skilled ~~of requirements under the European General Data Protection Regulation (“GDPR”),~~ and ~~may~~diverse ~~implement~~workforce ~~additional changes~~ in the future. The interpretation of the GDPR is still evolving and draft decisions in investigations are subject to review by several European privacy regulators as part of the GDPR’s consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a ~~result, the~~highly ~~interpretation~~competitive and ~~enforcement~~regulated ~~of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty~~industry. The California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”), also establishes certain transparency rules and creates new data privacy rights for users, including limitations on BNC’s use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on BNC’s advertising services, or reductions of advertising by marketers, could adversely affect BNC’s advertising business.

~~These~~As ~~laws~~a ~~and~~new ~~regulations,~~business asin ~~well~~a ashighly ~~any~~regulated ~~associated~~and customer-facing ~~claims~~industry, ~~inquiries,~~GuyCare’s orsuccess ~~investigations~~depends orheavily ~~any~~on ~~other~~its ~~government~~ability ~~actions~~to attract, ~~have in the past led to~~retain, and ~~may~~motivate ina ~~the~~skilled ~~future~~and ~~lead~~diverse ~~to,~~workforce. ~~unfavorable~~However, ~~outcomes~~GuyCare ~~including~~may ~~increased~~face ~~compliance~~significant ~~costs,~~challenges ~~loss~~in ofcompeting ~~revenue~~for talent, ~~delays~~particularly ~~or impediments~~ in ~~the~~a ~~development~~tight oflabor ~~new~~market ~~products,~~or ~~negative~~in ~~publicity and~~high-cost ~~reputational~~locations. ~~harm~~Additionally, any ~~increased~~allegations ~~operating~~of ~~costs~~discrimination, ~~diversion of management time and attention~~harassment, ~~and~~or ~~remedies~~other ~~that~~employment-related ~~harm~~issues ~~BNC’s~~could ~~business, including~~expose ~~fines~~GuyCare orto ~~demands~~legal orand ~~orders~~reputational ~~that~~risks and ~~BNC~~impact ~~modify~~its orability ~~cease~~to ~~existing~~attract ~~business~~and ~~practices~~retain employees.

~~Changes~~Expanding ininto ~~laws~~prescription ~~affecting~~medications ~~gaming,~~ and ~~sweepstakes,~~ orother ~~the~~regulated ~~public~~substances ~~perception~~could ofexpose ~~gaming,~~GuyCare ~~and~~to ~~sweepstakes~~increased ~~may~~regulatory ~~adversely~~scrutiny, ~~impact~~legal ~~our~~liabilities, orand ~~BNC’s~~reputational ~~business~~risks.

~~BNC~~As ~~offers~~GuyCare aexpands ~~number~~its ofproduct ~~products~~offerings ~~and~~to ~~services,~~include ~~which~~prescription ~~may~~medications ~~include~~and aother ~~selection~~regulated ~~of gaming options~~substances, ~~including~~it ~~sweepstakes,~~may ~~and~~face ~~social~~increased ~~gaming~~risks ~~experiences. Social gaming experiences have recently been the subject of civil lawsuits,~~ and ~~some~~complexities ~~jurisdictions~~related ~~have taken an adverse position~~ to ~~interactive~~pharmaceutical ~~social gaming, including~~regulations ~~“social casinos”~~ and ~~sweepstakes-based gaming~~safety. ~~This~~For ~~could~~example, ~~lead~~GuyCare tomay ~~states~~be ~~adopting~~subject ~~legislation or imposing a regulatory framework~~ to ~~govern~~strict ~~interactive~~licensing, ~~social~~manufacturing, ~~gaming~~labeling, orand ~~social~~distribution ~~casino~~requirements, oras ~~sweepstakes-based~~well ~~gaming specifically. These could also result in a prohibition~~as onongoing ~~interactive~~monitoring ~~social~~and ~~gaming~~reporting orobligations. ~~social casino or sweepstakes-based gaming altogether~~Additionally, ~~restrict~~any ~~BNC’s~~adverse ~~ability~~events ~~to advertise its games,~~ or ~~substantially~~safety ~~increase~~issues ~~BNC~~related ~~or our costs~~ to ~~comply~~GuyCare’s ~~with~~products ~~these regulations, all of which~~ could ~~have an adverse effect on our or BNC’s~~ ~~results~~expose ofGuyCare ~~operations,~~to ~~cash~~legal ~~flows~~ and ~~financial~~reputational ~~condition.~~risks Itand isimpact ~~not~~its ~~possible~~ability to ~~predict~~operate ~~the~~in ~~likelihood,~~certain ~~timing, scope, or terms of any such legislation or regulation or the extent to which they may affect our or BNC’s business~~markets.

~~Regulators~~As ina ~~the~~new ~~future~~entrant ~~may~~in ~~pass additional rules and regulations that could adversely affect our or BNC’s business. In May 2019,~~ the ~~World~~highly ~~Health~~regulated ~~Organization adopted a new edition~~and oflitigious ~~its~~healthcare ~~International Classification of Diseases~~industry, ~~which~~GuyCare ~~lists~~may ~~gaming~~face ~~addiction as~~ a ~~disorder.~~heightened ~~The~~risk ~~American~~of ~~Psychiatric~~litigation ~~Association (“APA”)~~ and ~~U.S.~~regulatory ~~regulators~~investigations ~~have~~related ~~yet~~ to ~~decide whether gaming addiction should be considered a behavioral disorder, but the APA has noted that research and the debate on~~ its ~~classification are ongoing. Certain countries~~products, ~~including China and South Korea, have enacted regulations,~~ ~~such as imposing both gaming curfews and spending limits for minors~~services, ~~and established treatment programs aimed at addressing gaming addiction. It is not possible to predict the likelihood, timing, scope,~~ or ~~terms of any similar regulations in any of the markets in which BNC operates, or the extent to which implementation of such regulations may adversely affect our or BNC’s reputation and~~ business practices.

~~Consumer~~As ~~protection~~a ~~and~~new ~~health~~entrant ~~concerns~~in ~~regarding games~~the highly regulated and ~~gambling~~litigious healthcare ~~such~~industry, asGuyCare ~~BNC’s~~may ~~have~~face ~~been~~a ~~raised~~heightened inrisk ~~the~~of ~~past~~litigation and ~~may~~regulatory ~~again~~investigations berelated ~~raised~~to inits ~~the~~products, ~~future. Such concerns could lead to~~services, ~~increased~~or ~~scrutiny~~business ~~over~~practices. ~~the~~These ~~manner~~legal inand ~~which~~regulatory ~~BNC’s~~challenges ~~games~~can ~~are~~be ~~designed~~costly, ~~developed~~time-consuming, ~~distributed,~~ and ~~presented.~~distracting Wefor GuyCare, and ~~BNC~~may ~~cannot predict~~impact ~~the~~its ~~likelihood~~reputation, ~~timing~~financial orperformance, ~~scope~~and ofability ~~any~~to ~~concern~~operate ~~reaching~~in acertain ~~level~~markets. ~~that will impact its business~~Additionally, orGuyCare ~~whether~~may itbe ~~would~~subject ~~suffer~~to ~~any~~regulatory ~~adverse~~investigations ~~impacts~~or toenforcement ~~our~~actions orrelated ~~BNC’s~~to ~~results~~its ofcompliance ~~operations,~~with ~~cash~~healthcare ~~flows~~laws and ~~financial condition~~regulations.

~~Our~~Risks ~~reputation~~Related ~~may be harmed due~~ to ~~unfamiliarity or negative press associated with activities~~ BNC ~~is undertaking, including the online metaverse landscape, virtual markets, real world goods marketplaces, gaming, social activities, sweepstakes, and digital assets.~~

~~BNC~~The issweepstakes ~~focused on the development of the online metaverse landscape and is focused on immersive digital experiences, including virtual markets, real world goods marketplaces,~~ gaming~~, social~~ ~~activities,~~industry ~~sweepstakes, and more. The activities BNC~~ is ~~undertaking are based on technology that is relatively new. Many companies~~subject ~~operating~~to ~~in similar industries are unlicensed, unregulated and/or operate without supervision by any governmental authorities. As~~ a ~~result, users~~complex and ~~the~~evolving general public may lose confidence in BNC’s products and services. Companies like BNC that deal in digital assets are appealing targets for hackers and malware and may also be more likely to be targets of regulatory ~~enforcement actions. Negative perception~~landscape, a ~~lack~~with oflaws ~~stability~~ and ~~standardized~~regulations ~~regulation~~varying inwidely ~~the~~across ~~industries~~jurisdictions. inFailure ~~which BNC operates and the failure of similar companies due~~ to ~~fraud,~~comply with ~~business~~state-specific ~~failure~~regulations, ~~hackers~~consumer orprotection ~~malware~~measures, oradvertising ~~government mandated regulation~~restrictions, ~~may~~and ~~reduce~~prize ~~confidence~~fulfillment inrequirements ~~our~~could orresult ~~BNC’s business. Any of~~in ~~these~~legal ~~events could have a material~~ and ~~adverse~~financial ~~impact~~consequences onfor ~~our or~~ BNC~~’s reputation and business~~.

25Operating in the sweepstakes gaming industry requires navigating a complex and dynamic regulatory environment. Each jurisdiction has its own set of laws and regulations governing sweepstakes, creating a patchwork of legal requirements that BNC must adhere to. Failure to comply with state-specific regulations could result in legal action by customers or other parties, fines, and penalties. Moreover, BNC must implement robust consumer protection measures to prevent underage participation, promote responsible gaming, and protect user data.

~~If BNC fails to protect users or is perceived to be failing to protect users, its business will suffer and results of operations could be materially and adversely affected.~~20

~~Unfavorable~~Non-compliance ~~publicity~~with ~~regarding,~~these ~~for~~measures ~~example,~~could lead ~~BNC’s~~to ~~privacy,~~legal ~~data~~liability ~~security,~~for ~~or data protection practices~~damages, ~~terms of service, product changes, product quality, litigation or~~ regulatory ~~activity,~~ ~~the~~sanctions ~~actions~~and ofreputational damage. BNC ~~users~~must oralso ~~developers,~~ensure ~~the~~that ~~use~~its ofadvertising ~~the~~and ~~Platform~~marketing practices ~~for~~align ~~illicit~~with oreach ~~objectionable~~jurisdiction’s ~~ends~~guidelines ~~(including the use of the Platform~~ to ~~possibly~~avoid ~~entice~~misleading ~~children~~consumers ~~to interact off-Platform), actual~~ or ~~perceived~~promoting ~~incidents~~excessive orgambling ~~misuses~~behavior. ~~of user data or other privacy~~Any orbreach ~~security incidents, the substance or enforcement~~ of ~~community~~these ~~standards,~~regulations ~~the~~could ~~quality,~~result ~~integrity, characterization and age-appropriateness of content shared on the Platform, or the actions of other companies that provide similar services to ours, has~~ in ~~the~~legal ~~past,~~consequences and ~~could in~~damage ~~the~~to ~~future, adversely affect~~ BNC’s ~~reputation~~brand. ~~Although illicit activities are in violation of BNC’s terms and policies and BNC attempts to block objectionable material~~Additionally, BNC ismust ~~unable~~follow tostrict ~~prevent all such violations from occurring and measures intended to~~rules ~~make~~regarding ~~the~~prize ~~Platform more attractive to older age-verified users may create the perception that the Platform is not safe for users. In addition~~fulfillment, ~~BNC~~ ~~maya~~ensuring ~~faced~~fairness ~~allegations that its Platform has been used by criminal offenders to identify~~ and ~~communicate~~transparency ~~with~~for ~~children and to possibly entice them to interact off-Platform, outside of the restrictions of the chat, content blockers and other on-platform safety measures~~players. ~~While~~ ~~BNC~~Failure ~~devotes considerable resources~~ to ~~prevent~~meet ~~this~~these ~~from~~requirements ~~occurring, any negative publicity~~ could ~~create~~lead ~~the~~to ~~perception that BNC does~~regulatory ~~not~~action ~~provide a safe online environment~~ and ~~may~~erosion ~~have an adverse effect on the size, engagement, and loyalty~~ of ~~its~~player ~~developer and user community, which would adversely affect business and financial results~~trust.

WeBNC’s ~~may~~success bedepends ~~subject~~on tomaintaining player ~~regulatory~~trust ~~and~~in ~~other~~the ~~government investigations,~~fairness ~~enforcement~~and ~~actions,~~integrity ~~settlements,~~of ~~and~~its ~~other~~sweepstakes ~~inquiries~~games. inAny ~~the~~negative ~~future~~publicity, ~~which~~fraud, ~~could~~or ~~cause~~misconduct uscould toseverely ~~incur substantial costs or~~damage ~~require~~the uscompany’s orreputation ~~BNC~~and lead to ~~change~~a ~~its~~decline ~~business practices~~ in auser ~~manner~~engagement ~~materially~~and ~~adverse to its business~~revenue.

~~Should~~Trust ~~BNC’s~~is ~~business~~a ~~ever~~cornerstone ~~expand~~of tothe asweepstakes ~~significant~~gaming ~~degree~~industry, we and BNC’s ~~management~~success ~~expects~~hinges toon ~~receive~~maintaining ~~formal~~player ~~and~~confidence ~~informal~~in ~~inquiries~~the ~~from~~fairness ~~government~~and ~~authorities~~integrity ~~and~~of ~~regulators~~its ~~regarding BNC’s~~games. ~~compliance~~Players ~~with~~must ~~laws~~believe that ~~and~~they ~~regulations,~~have ~~many~~a ofgenuine ~~which~~chance ~~are~~of ~~evolving~~winning and ~~subject~~that tothe ~~interpretation.~~outcomes Inare ~~such~~determined aby ~~scenario~~random chance, wenot ~~and BNC~~manipulation. ~~expect~~Any toinstances ~~be the subject~~ of ~~investigations~~fraud, rigged ~~inquiries~~games, ~~data~~or ~~requests~~misconduct, ~~requests~~whether ~~for~~actual ~~information,~~or ~~actions~~perceived, ~~and~~could ~~audits~~severely indamage ~~the~~BNC’s ~~United States,~~reputation. ~~particularly~~Negative inpublicity ~~the~~stemming ~~areas~~from such ofincidents ~~privacy~~could ~~and~~spread ~~data~~rapidly ~~protection,~~through ~~including~~social ~~with~~media ~~respect~~and toonline ~~minors~~forums, ~~law~~eroding ~~enforcement,~~player ~~consumer~~trust ~~protection, civil~~and ~~rights,~~leading ~~content~~to ~~moderation,~~a ~~blockchain~~significant ~~technologies,~~decline in ~~sweepstakes,~~user ~~promotions,~~engagement. ~~gaming,~~If ~~gambling,~~players ~~and~~lose ~~competition.~~faith Inin ~~addition~~BNC’s games, ~~we or~~they ~~BNC~~ may inabandon the ~~future~~platform, beresulting ~~subject~~in toa ~~regulatory~~substantial ~~orders~~loss orof ~~consent decrees~~revenue.

~~We or~~ BNC ~~may~~operates ~~also~~in ~~become~~a ~~subject~~highly tocompetitive ~~various litigation~~market, ~~and~~facing ~~formal~~competition ~~and~~from ~~informal~~established ~~inquiries~~ and ~~investigations~~emerging bysweepstakes ~~competition~~casino ~~authorities in the United States~~platforms, ~~which~~traditional ~~may~~brick-and-mortar ~~relate to many aspects of BNC’s future business~~casinos, ~~including with respect to users~~ and ~~advertisers~~potentially, traditional asonline ~~well~~casinos aswhere ~~BNC’s industry~~legal. ~~Such~~Failure ~~inquiries,~~to ~~investigations,~~ differentiate and ~~lawsuits~~innovate ~~concern,~~could ~~among~~result ~~other things, BNC’s business practices~~ in ~~the~~a ~~areas~~loss of ~~social~~market ~~networking~~share ~~or social media services, digital advertising, gambling,~~ and ~~sweepstakes~~reduced ~~activities and/or mobile or online applications~~growth.

~~Orders~~The ~~issued~~sweepstakes ~~by,~~gaming orindustry ~~inquiries~~is ~~or enforcement~~characterized ~~actions~~by ~~initiated~~intense bycompetition, ~~government~~with ornumerous ~~regulatory~~players ~~authorities~~vying ~~could~~for ~~cause~~market usshare. or BNC tofaces ~~incur~~direct ~~substantial~~competition ~~costs,~~from ~~expose~~other usestablished ~~to civil~~ and ~~criminal~~emerging ~~liability~~sweepstakes ~~(including~~casino ~~liability~~platforms ~~for~~that ~~personnel)~~offer orsimilar ~~penalties~~games ~~(including~~and ~~substantial~~features. ~~monetary~~These ~~remedies),~~competitors ~~interrupt~~may orhave ~~require~~larger ususer orbases, ~~BNC~~greater tobrand recognition, ~~change~~and ~~its~~more ~~business~~substantial ~~practices~~financial inresources, aallowing ~~manner~~them ~~materially adverse~~ to ~~our~~invest orheavily ~~BNC’s~~in ~~business~~marketing ~~(including~~and ~~changes~~product ~~products~~development. orAdditionally, ~~user~~BNC ~~data practices),~~competes ~~result~~with intraditional ~~negative publicity~~ brick-and-mortar ~~reputational harm~~casinos, ~~divert~~which ~~resources~~offer ~~and~~a ~~the~~unique ~~time~~social experience and ~~attention~~the ofopportunity ~~management~~to ~~from~~win ~~our~~real ormoney. ~~BNC’s~~In jurisdictions ~~business,~~where oronline ~~subject~~gambling usis orlegal, BNC tomay ~~other~~also ~~structural~~face orindirect ~~behavioral~~competition ~~remedies~~from traditional online casinos that ~~adversely~~provide ~~affect~~a ~~our~~wider orvariety ~~BNC’s~~of games ~~business~~and betting options.

~~BNC~~To ~~expects~~remain competitive, ~~should~~BNC ~~its~~must ~~business~~continuously ~~ever develop,~~differentiate toitself bethrough ~~subject~~unique togame ~~regulatory~~offerings, ~~and~~superior ~~other~~user ~~government investigations~~experience, ~~enforcement actions, settlements~~ and ~~other~~innovative ~~inquiries~~features. inFailure ~~the~~to ~~future,~~do ~~which~~ so could ~~cause~~result usin ~~BNC~~a ~~incur~~loss ~~substantial~~of ~~costs~~market share ~~or require BNC~~ to ~~change~~competitors ~~its~~and ~~business~~hinder ~~practices~~the incompany’s agrowth ~~manner materially adverse to its business~~prospects.

~~Should~~The ~~BNC’s~~sweepstakes ~~business~~gaming ~~ever~~industry ~~expand~~may ~~and~~be tovulnerable ~~a significant degree, its management expects it~~ to ~~receive~~fraud ~~formal~~ and ~~informal~~money ~~inquiries~~laundering ~~from government authorities and regulators regarding BNC’s compliance with laws and regulations, many of which are evolving and subject to interpretation~~activities. InFailure ~~such a scenario, BNC expects~~ to beimplement ~~the~~effective ~~subject~~anti-fraud ~~of investigations, inquiries, data requests, requests for information, actions,~~ and ~~audits~~anti-money inlaundering ~~the~~measures ~~United~~could ~~States,~~expose ~~Europe,~~BNC ~~and around the world, particularly in the areas of privacy and data protection, including with respect~~ to ~~minors,~~legal ~~law enforcement, consumer protection, civil rights, content moderation,~~ and ~~competition.~~financial ~~In addition, BNC may in the future be subject to regulatory orders or consent decrees~~risks.

~~BNC~~The ~~may~~sweepstakes ~~also~~gaming ~~become~~industry, ~~subject~~like other forms of online gaming, is susceptible to ~~various~~fraud ~~litigation~~ and ~~formal~~money ~~and~~laundering ~~informal~~activities. ~~inquiries~~Criminals ~~and~~may ~~investigations~~attempt byto ~~competition~~exploit ~~authorities~~BNC’s inplatform ~~the~~to ~~United~~engage in ~~States~~fraudulent activities, ~~Europe~~such as using stolen credit cards, ~~and~~creating ~~other~~fake ~~jurisdictions~~accounts, ~~which~~ ~~may~~or ~~relate~~manipulating togame ~~many~~outcomes. ~~aspects~~Money oflaunderers may also try to use BNC’s ~~future~~platform ~~business,~~to ~~including~~disguise ~~with~~the ~~respect~~origin of illicit funds by converting them into virtual currencies or prizes. If BNC fails to ~~users~~detect and ~~advertisers~~prevent these activities, asit ~~well~~could asface serious legal and financial consequences. Regulators may impose hefty fines or revoke BNC’s ~~industry.~~ ~~Such~~operating ~~inquiries,~~licenses ~~investigations,~~for ~~and~~non-compliance ~~lawsuits~~with ~~concern,~~anti-fraud ~~among~~and ~~other~~anti-money ~~things,~~laundering (AML) regulations. BNC’s banking ~~business~~relationships ~~practices~~and inpayment ~~the~~processing ~~areas~~capabilities ofmay ~~social networking~~also orbe ~~social~~jeopardized ~~media~~if ~~services,~~it ~~digital~~is ~~advertising,~~perceived ~~and/or~~as ~~mobile~~a orhigh-risk ~~online applications~~business.

~~Orders~~As ~~issued~~an ~~by,~~online ~~or inquiries or enforcement actions initiated by~~platform, ~~government or regulatory authorities could cause~~ BNC tois ~~incur~~exposed ~~substantial costs, expose us~~ to ~~civil and criminal~~cybersecurity ~~liability~~threats, ~~(including~~such ~~liability~~as ~~for~~hacking ~~BNC’s~~attempts, ~~personnel) or penalties (including substantial monetary remedies)~~malware, ~~interrupt~~and ordata ~~require BNC~~breaches. toFailure ~~change its business practices in a manner materially adverse~~ to ~~BNC’s~~protect ~~business~~sensitive ~~(including~~user ~~changes~~information toand ~~BNC’s~~maintain ~~products~~robust cybersecurity ormeasures ~~user~~could ~~data practices),~~ result in ~~negative publicity and~~ reputational ~~harm~~damage, ~~divert~~legal ~~resources~~liabilities, and ~~the~~financial ~~time and attention of management from BNC’s business, or subject it to other structural or behavioral remedies that adversely affect BNC’s business~~losses.

26Cybersecurity is a critical concern for online gaming platforms like BNC, as they handle sensitive user information, including personal details and financial transactions. The platform is exposed to various cyber threats, such as hacking attempts, malware infections, and data breaches. If BNC fails to implement adequate cybersecurity measures, it could result in unauthorized access to user accounts, theft of personal information, or manipulation of game outcomes. Such incidents could severely damage BNC’s reputation, eroding player trust and leading to a mass exodus of users. Moreover, data breaches could expose BNC to legal liability, including damages awarded as a result of successful lawsuits from affected users and penalties from regulatory authorities.

~~Payment~~The ~~transactions~~financial ~~may~~impact ~~subject~~of usa tocybersecurity ~~additional~~incident ~~regulatory~~could ~~requirements~~be substantial, including costs associated with investigation, remediation, legal fees, and ~~other~~compensation to affected parties. To mitigate these risks, ~~that~~BNC ~~could~~must beprioritize ~~costly~~cybersecurity and ~~difficult~~invest toin ~~comply~~state-of-the-art security technologies, regular security audits, and employee training on data protection best practices. Compliance with orrelevant ~~that~~data ~~could~~protection ~~harm~~regulations, ~~BNC’s~~such ~~business~~as GDPR and California Consumer Privacy Act (“CCPA”), is also crucial to avoid legal repercussions.

Several of BNC’s future products may offer payments functionality, including enabling BNC’s users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using BNC’s payment infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. BNC is or may become subject to a variety of laws and regulations in the United States, Europe and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, trade sanctions, and import and export restrictions. Depending on how BNC’s payment products evolve, BNC may also be subject to other laws and regulations including those governing gambling, sweepstakes, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. BNC’s efforts to comply with these laws and regulations could be costly and result in diversion of management time and effort and may still not guarantee compliance. In the event that BNC is found to be in violation of any such legal or regulatory requirements, BNC may be subject to monetary fines or other penalties such as a cease and desist order, or BNC may be required to make product changes, any of which could have an adverse effect on BNC’s business and financial results. 21

~~Risks~~BNC ~~Related~~may be subject to ~~Data~~litigation, ~~Security~~including claims related to user disputes, ~~and~~intellectual ~~Intellectual~~property infringement, or regulatory violations. Adverse outcomes in legal proceedings could ~~Property~~result in financial losses and reputational damage.

~~Security~~As ~~breaches~~BNC grows and expands its operations, ~~improper~~it ~~access~~becomes increasingly exposed to orlegal ~~disclosure of~~risks ~~BNC’s~~and ~~data~~potential orlitigation. ~~user~~Disputes ~~data~~with users, ~~other~~such ~~hacking~~as ~~and~~those ~~phishing~~related ~~attacks~~to ongame ~~BNC’s systems~~fairness, prize payouts, or ~~other~~account ~~cyber~~suspensions, ~~incidents~~ could ~~harm~~escalate ~~BNC’s~~into legal claims against the company. Intellectual property infringement allegations, whether ~~reputation~~meritorious or not, could lead to costly and ~~adversely~~time-consuming ~~affect~~legal battles. Competitors may also initiate legal proceedings to challenge BNC’s business practices or allege unfair competition.

BNC’s industry is prone to cyber-attacks by third parties seeking unauthorized access to BNC’s data or users’ data or to disrupt BNC’s ability to provide service. BNC’s products and services involve the collectionFurthermore, ~~storage,~~regulatory ~~processing~~violations, ~~and~~such ~~transmission~~as ~~of a large amount of data. Any failure~~non-compliance towith ~~prevent~~sweepstakes orlaws ~~mitigate security breaches and improper access to~~ or ~~disclosure of BNC’s~~ data orprotection ~~user data~~regulations, ~~including personal information, content, or payment information from users, or information from marketers,~~ could result in ~~the~~enforcement ~~loss,~~actions ~~modification, disclosure, destruction, or other misuse of such data, which could harm BNC’s business~~ and ~~reputation~~legal ~~and diminish BNC’s competitive position~~consequences. InAdverse ~~addition, computer~~outcomes ~~malware, viruses, social engineering (such as spear phishing attacks), scraping, and general hacking continue to be prevalent~~ in ~~BNC’s industry and are expected to occur on BNC’s systems in the future. BNC expects to regularly encounter attempts to~~ ~~create~~legal ~~false~~proceedings orcould ~~undesirable~~have ~~user~~significant ~~accounts,~~financial ~~purchase~~implications ~~ads, or take other actions on BNC’s platform~~ for ~~purposes such as spamming, spreading misinformation, or other objectionable ends. Such attacks may cause interruptions to the services~~ BNC ~~intends to provide~~, degrade the user experience, cause users or marketers to lose confidence and trust in BNC’s products, impair BNC’s internal systems, or result in financial harm to BNC. BNC’s efforts to protect its data or the information BNC receives, and to disable undesirable activities on BNC’s platform, may also be unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance, including defects or vulnerabilities in BNC’s vendors’ information technology systems or offerings; government surveillance; breaches of physical security of BNC’s facilities or technical infrastructure; or other threats that evolve. In additiondamages, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to BNC’s data or BNC’s users’ data. Cyber-attacks continue to evolve in sophistication and volumesettlements, and ~~inherently~~legal ~~may be difficult to detect for long periods of time~~fees. ~~Although~~Even BNC intends to try to develop systems and processes that are designed to protect BNC’s data and user data, to prevent data loss, to disable undesirable accounts and activities on BNC’s platform, and to prevent or detect security breaches, BNC cannot assure you that such measures, if ~~implemented, will provide adequate security, that~~ BNC ~~will be able to~~ultimately ~~react~~prevails in a ~~timely~~legal ~~manner~~dispute, orthe ~~that~~process ~~BNC’s~~of ~~remediation~~defending ~~efforts~~against ~~will~~claims can be ~~successful. The changes in BNC’s work environment as~~ a ~~result~~ ofsignificant ~~certain~~drain ~~personnel~~on ~~working remotely could also impact~~ the ~~security of BNC~~company’s ~~systems,~~resources ~~as well as BNC’s ability to protect against attacks~~ and ~~detect and respond to them quickly~~management attention.

~~In addition~~Moreover, ~~some~~negative ofpublicity ~~BNC’s~~surrounding ~~developers or~~legal ~~other~~battles ~~partners,~~could ~~such~~harm asBNC’s ~~those~~reputation ~~that~~and ~~help~~erode usplayer ~~measure~~trust, ~~the~~even ~~effectiveness~~if ofthe ~~ads,~~company ~~may~~is ~~receive~~not orfound ~~store~~liable. ~~information~~To ~~provided~~mitigate bythese usrisks, ~~or by~~ BNC’s ~~users~~must ~~through~~prioritize ~~mobile~~legal orcompliance ~~web~~and ~~applications~~maintain ~~integrated~~a ~~with~~strong ~~BNC’s~~legal ~~products~~defense strategy. IfThis ~~these~~includes ~~third~~having ~~parties~~well-drafted orterms ~~developers~~of ~~fail~~service ~~to adopt or adhere~~and touser ~~adequate data security practices~~agreements, orproperly indocumenting ~~the~~intellectual ~~event~~property ~~of a breach of their networks~~ownership, ~~BNC’s~~and ~~data~~ensuring orstrict ~~BNC’s~~adherence ~~users’~~to ~~data may~~regulatory ~~be improperly accessed, used, or disclosed~~requirements.

~~BNC~~While ~~expects~~sweepstakes toare ~~experience~~primarily ~~cyber-attacks~~regulated ~~and other~~at ~~security~~the ~~incidents~~state ~~of varying degrees from time to time~~level, ~~and~~there ~~BNC expects to incur significant costs in protecting against or remediating such incidents. In addition, BNC~~ is ~~subject to~~ a ~~variety~~risk of ~~laws~~increased ~~and~~federal ~~regulations~~scrutiny ~~in the United States and abroad relating to cybersecurity and data protection. As a result, affected users~~ or ~~government~~regulation ~~authorities could initiate legal or regulatory actions against BNC~~ in ~~connection with~~the ~~any actual or perceived security breaches or improper access to or disclosure of data~~future, which ~~has occurred in the past and which~~ could ~~cause~~ ~~BNC~~impact ~~to incur significant expense and liability or result in orders or consent decrees forcing~~ BNC ~~to modify its business practices. Such incidents or BNC~~’s ~~efforts to remediate such incidents may also result in a decline in BNC’s active user base or engagement~~operations ~~levels. Any of these events could have a material~~ and ~~adverse effect on BNC’s business, reputation, or financial results~~growth.

27Currently, sweepstakes gaming is primarily regulated at the state level, with each jurisdiction having its own set of laws and regulations. However, there is a risk that the federal government may increase its scrutiny or introduce new regulations for the sweepstakes gaming industry in the future. This could be driven by concerns over consumer protection, problem gambling, or the need for a more unified regulatory framework. Increased federal oversight could result in stricter compliance requirements, limitations on game offerings, or changes to the sweepstakes model itself. Such regulatory changes could significantly impact BNC’s operations, increasing compliance costs and potentially limiting its ability to operate in certain jurisdictions.

WeMoreover, ~~anticipate~~federal ~~that~~regulations ~~BNC’s~~could ~~efforts related~~introduce additional barriers to ~~privacy~~entry, ~~safety,~~slowing ~~security,~~down BNC’s expansion plans and ~~content~~hampering ~~review~~its ~~will~~growth ~~identify~~prospects. ~~additional~~BNC ~~instances~~must ofclosely ~~misuse~~monitor ofany developments ~~user~~in ~~data~~federal oroversight ~~other~~and ~~undesirable~~proactively ~~activity by~~adapt ~~third~~its ~~parties~~business onstrategies ~~BNC’s~~to ~~platform~~ensure compliance.

BNC ~~intends to make investments in privacy, safety, security, and content review efforts to combat misuse of BNC~~’s ~~services~~reliance ~~and~~on ~~user~~a ~~data by~~ third-party ~~parties, including investigations~~developer ~~and~~for ~~audits~~its of platform ~~applications,~~creates asrisks ~~well~~related asto other enforcement efforts. As a result of these efforts, BNC anticipates that BNC will discover and announce additional incidents of misuse of user data or other undesirable activity by third parties. BNC may not discover all such incidents or activity, whether as a result of BNC’s data or technical limitations, including BNC’s lack of visibility over BNC’s encrypted services, the ~~allocation of resources to other projects~~quality, ~~or other factors~~reliability, and ~~BNC~~security ~~may be notified~~ of ~~such incidents or activity by~~ the ~~FTC, the media or other third parties~~platform. ~~Such~~Any ~~incidents~~issues ~~and activities may in the future include the use of user data~~ or ~~BNC’s~~delays ~~systems~~ in ~~a manner inconsistent with BNC’s terms, contracts or policies,~~ the ~~existence of false or undesirable~~development ~~user accounts~~process, ~~improper advertising practices, activities that threaten people’s safety on~~ or ~~offline,~~any orbreaches ~~instances of spamming, scraping, data harvesting, unsecured datasets,~~ or ~~spreading~~vulnerabilities ~~misinformation. BNC may also be unsuccessful~~ in ~~its efforts to enforce BNC’s policies or otherwise remediate any such incidents. Consequences of any of~~ the ~~foregoing developments include negative effects on user trust and engagement, harm to BNC~~platform’s ~~reputation~~code, ~~changes~~could tonegatively ~~BNC’s~~impact ~~business practices in a manner adverse to~~ BNC’s ~~business, and~~operations ~~adverse effects on BNC’s business~~ and ~~financial results~~reputation. Any such developments may also subject BNC to additional litigation and regulatory inquiries, which could subject BNC to monetary penalties and damages, divert management’s time and attention, and lead to enhanced regulatory oversight.

BNC’s ~~products~~decision ~~and~~to ~~internal~~outsource ~~systems~~the ~~rely~~development onof ~~software~~its ~~and~~gaming ~~hardware~~platform ~~that~~to isa ~~highly~~third-party ~~technical,~~developer introduces additional risks and ~~any~~dependencies. ~~errors~~The success and reliability of BNC’s platform heavily depend on the expertise, ~~bugs~~performance, orand ~~vulnerabilities~~integrity inof ~~these~~the ~~systems,~~chosen ordeveloper. ~~failures~~If the developer fails to ~~address~~deliver ora high-quality, ~~mitigate~~secure, ~~technical~~and ~~limitations~~scalable inplatform ~~BNC’s~~within ~~systems~~the agreed-upon timeframe and budget, ~~could~~it would materially and adversely ~~affect~~impact BNC’s ~~business.~~launch plans ~~The~~and ~~Platform~~market ~~and~~competitiveness. Delays in the ~~technology~~development ofprocess, whether due to technical challenges, resource constraints, or communication ~~the~~issues, ~~third~~could push back BNC’s go-~~party~~to-market ~~service~~timeline ~~providers~~and ~~upon~~result ~~which~~in ~~BNC~~missed ~~relies~~opportunities ~~are~~or ~~also~~increased ~~subject~~costs. toMoreover, if the ~~risks~~developer’s code ofcontains ~~severe weather~~bugs, ~~earthquakes~~vulnerabilities, ~~fires~~or performance issues, ~~floods~~it could compromise the user experience, ~~hurricanes~~expose BNC to security breaches, and ~~other~~damage ~~natural~~the ~~catastrophic~~company’s ~~events~~reputation. ~~and~~Additionally, toany ~~interruption~~misalignment byin ~~man-made~~vision, ~~problems~~expectations, ~~such~~or aswork ~~terrorism~~ethic orbetween ~~cyberattacks~~BNC and the developer could lead to project roadblocks and suboptimal outcomes.

ItRegulatory ischanges critical the success of the Platform that users be able to access BNC’s website, mobile apps and Platform at all times. BNC’s systems, or those of third parties upon which BNC relies, may experience service interruptions, degradation, outages, and other performance problems that interrupt the availability or affect the speed or functionality of BNC’s website, mobile apps and Platform due to a variety of factors, including severe weather, earthquakes, fires, floods, hurricanes, other natural disasters, power losses, disruptions in ~~telecommunications services, fraud, military or political conflicts, terrorist attacks, hardware and software defects or malfunctions, cyberattacks and other similar incidents.~~ BNC’s ~~products~~key ~~and internal systems rely on software and hardware~~markets, ~~including software and hardware developed~~ ~~or maintained internally and/or by third parties, that is highly technical and complex. In addition, BNC’s products and internal systems depend on the ability of~~ such ~~software~~as and hardware to store, retrieve, process, and manage considerable amounts of data. The software and hardware on which BNC relies is expected to contain, errors, bugs, or vulnerabilities, and BNC’s systems are subject to certain technical limitations that may compromise BNC’s ability to meet BNC’s objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the ~~code~~introduction has been released for external or internal use. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which BNC relies, or human error in using such systems, may in the future lead to outcomes including a negative experience for users and marketers who use BNC’s products, compromised ability of ~~BNC’s~~new ~~products to perform in a manner consistent with BNC’s terms~~laws, ~~contracts~~regulations, or ~~policies,~~licensing ~~delayed product introductions or enhancements~~requirements, ~~targeting,~~could ~~measurement,~~significantly orimpact ~~billing errors, compromised ability to protect~~ the ~~data of BNC~~company’s ~~users~~ ~~and/or BNC’s intellectual property or other data~~operations, ~~or reductions in BNC’s ability to provide some or all of BNC’s~~ ~~services. In addition~~growth, ~~any errors, bugs, vulnerabilities, or defects in BNC’s systems or the software~~ and hardware on which BNC relies, failures to properly address or mitigate the technical limitations in BNC’s systems, or associated degradations or interruptions of service or failures to fulfill BNC’s commitments to BNC’s users, are expected to lead to outcomes including damage to BNC’s reputation, loss of users, loss of marketers, prevention of its ability to generate revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect BNC’s business and financial resultsprofitability.

IfThe ~~BNC~~regulatory landscape for the sweepstakes gaming industry is ~~unable~~constantly toevolving, ~~protect~~and BNC’s ~~intellectual~~success depends on its ability to navigate and adapt to these changes. In BNC’s ~~property~~key markets, the ~~value~~introduction of ~~its~~new ~~brands~~laws, regulations, or licensing requirements could have a profound impact on the company’s operations and ~~other~~growth ~~intangible~~prospects. ~~assets~~For example, if a jurisdiction decides to ban or severely restrict sweepstakes gaming, BNC may be ~~diminished,~~forced to ~~and~~shut down its ~~business~~operations in that market, losing a significant source of revenue. Similarly, if a jurisdiction introduces more stringent licensing requirements or increases the cost of compliance, it could create barriers to entry or expansion, limiting BNC’s growth opportunities. Regulatory changes may bealso ~~adversely~~impose ~~affected~~new operational burdens, such as additional reporting requirements, player protection measures, or advertising restrictions, which could increase BNC’s compliance costs and reduce its profitability.

BNC relies, and expects to continue to rely on a combination of confidentiality, assignment, and license agreements with BNC’s employees, consultants, and third parties with whom BNC has relationships, as well as intellectual property laws, to protect BNC’s proprietary rights. In the United States and internationally, BNC expects to file various applications for protection of certain aspects of BNC’s intellectual property. Third parties may knowingly or unknowingly infringe BNC’s proprietary rights, third parties may challenge proprietary rights held by BNC in the future, and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which BNC operates or intends to operate. In any or all of these cases, BNC may be required to expend significant time and expense in order to prevent infringement or to enforce BNC’s rights. Although BNC expects to take measures to protect BNC’s proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to BNC’s and compete with BNC’s business. If the protection of BNC’s proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of BNC’s brands and other intangible assets may be diminished and competitors may be able to more effectively mimic BNC’s products, services and methods of operations. Any of these events could have an adverse effect on BNC’s business and financial results.22

28Integration challenges with third-party game providers: Integrating games from multiple third-party providers into BNC’s platform may lead to technical complexities, compatibility issues, and inconsistencies in user experience. Ensuring smooth integration and seamless gameplay across different providers’ games is crucial for player satisfaction and retention.

BNC’s ~~expects~~strategy to beintegrate games from various third-party providers into its platform presents both opportunities and challenges. While this approach allows BNC to ~~patent~~quickly ~~lawsuits~~expand its game library and ~~other~~offer ~~intellectual~~a ~~property~~diverse ~~rights~~selection ~~claims~~of ~~that~~content ~~are~~to ~~expensive~~players, it also introduces technical complexities and ~~time~~potential ~~consuming~~compatibility issues. Each game provider may have its own development standards, game engines, and application programming interfaces (“APIs”), which ifcan ~~resolved~~make ~~adversely~~integrating their games into BNC’s platform a complex and time-consuming process. Ensuring that all the games function smoothly, ~~could~~load ~~have~~quickly, and provide a consistent user experience across different devices and browsers is a significant technical challenge. ~~impact~~Any onglitches, lags, or disparities in gameplay quality across different providers’ games could frustrate players and lead to disengagement or churn. Moreover, managing and maintaining the integration of multiple game providers requires ongoing technical support and resources, which can strain BNC’s ~~business,~~development ~~financial~~team ~~condition~~and increase operational costs. There is also a risk that any updates, changes, or ~~results~~technical issues experienced by the third-party game providers could inadvertently impact the stability and performance of ~~operations~~BNC’s platform.

~~Companies,~~Economic indownturns ~~particular~~or ~~established~~recessions ~~ones,~~could inlead ~~the~~to ~~internet,~~reduced ~~technology,~~consumer ~~and~~spending ~~media industries typically own large numbers of patents, copyrights, trademarks, and trade secrets, and frequently enter into litigation based~~ on ~~allegations~~entertainment of infringement, misappropriation, or other violations of intellectual property or other rights. In the event that BNC ever develops a significant intellectual property portfolio, it would face similar challenges that established companies do. In addition, various “non-practicing entities” that own patents and ~~other intellectual property rights often attempt to aggressively assert their rights in order to extract value from technology companies. Furthermore~~gaming, ~~from~~negatively ~~time~~impacting ~~to time~~ BNC ~~may introduce or acquire new products, which could increase BNC~~’s ~~exposure~~revenue ~~to patent~~ and ~~other intellectual property claims from competitors and non-practicing entities~~growth.

~~From time to time,~~ BNC ~~may receive notices from patent holders and other parties alleging that certain of BNC~~’s ~~products~~financial ~~and~~performance ~~services,~~is orclosely ~~user content, infringe their intellectual~~tied ~~property rights. BNC expects, should its business ever develop,~~ to bethe ~~involved~~overall inhealth ~~a number~~ of ~~intellectual~~the ~~property~~economy ~~lawsuits. Defending patent~~ and ~~other~~consumer ~~intellectual~~spending ~~property~~patterns. ~~litigation~~During istimes ~~costly~~of ~~and~~economic ~~can impose a significant burden on management and employees~~uncertainty, ~~and~~such ~~there can~~as berecessions ~~no assurances that favorable final outcomes will be obtained in all~~ or ~~even most cases. In addition, plaintiffs may seek, and BNC~~market ~~may become subject to~~downturns, ~~preliminary~~consumers ~~or provisional rulings in the course of any such litigation, including potential preliminary injunctions requiring us to cease some or all of BNC’s anticipated operations. BNC~~ may ~~seek,~~reduce iftheir ~~possible,~~discretionary tospending ~~settle~~on ~~such~~entertainment ~~lawsuits~~ and ~~disputes on terms that are unfavorable to it~~gaming. ~~Similarly,~~As ifsweepstakes ~~any~~gaming ~~litigation to which BNC~~ is a ~~party~~form isof ~~resolved adversely~~discretionary spending, BNC’s ~~may~~revenue begrowth ~~subject~~could ~~to an unfavorable judgment that may not~~ be ~~reversed~~adversely ~~upon~~affected ~~appeal,~~by ifeconomic ~~appealed~~slowdowns. ~~The~~Players ~~terms of such a settlement or judgment~~ may ~~require~~become usmore ~~to cease~~cautious ~~some~~with ortheir ~~all of BNC’s operations or require us pay substantial amounts to the other party~~money, ~~which BNC may not be able to afford.~~ Inspending ~~addition,~~less ~~BNC~~on ~~may~~in-game ~~have~~purchases toor ~~seek~~participating aless ~~license~~frequently ~~to continue practices found to be~~ in ~~violation~~sweepstakes ofcontests. ~~a third party’s rights~~Additionally, ~~which~~advertisers may ~~not~~ becut ~~available~~back on their ~~reasonable~~marketing ~~terms,~~budgets orduring ateconomic ~~all~~downturns, ~~and~~reducing ~~may significantly increase~~ BNC’s ~~operating~~advertising ~~costs and expenses~~revenue. AsIf ~~a result,~~ BNC ~~may~~experiences ~~also~~a besignificant ~~required to develop alternative non-infringing technology or practices or discontinue the practices. The development of~~decline ~~alternative~~in ~~non-infringing~~revenue ~~technology~~due orto ~~practices~~economic ~~could require significant effort and expense~~factors, ~~could~~it ~~result~~may inbe ~~less~~forced ~~effective~~to ~~technology or~~scale ~~practices~~back orits ~~otherwise~~operations, ~~negatively~~delay ~~affect~~expansion ~~the user experience~~plans, or ~~may~~reduce ~~not~~its ~~be feasible. BNC’s business~~workforce, ~~financial condition, and~~all ~~results~~ of ~~operations~~which could behinder ~~adversely~~its ~~affected~~long-term asgrowth ~~a result of an unfavorable resolution of the disputes and litigation referred to above~~prospects.

WeBNC’s ~~rely~~platform relies heavily on ~~the~~technology, including ~~ability~~servers, tosoftware, ~~use~~and ~~the~~internet ~~intellectual property~~connectivity. ~~rights~~Any ofsignificant ~~third~~disruptions, ~~parties~~outages, ~~and~~or weperformance ~~may~~issues ~~lose~~could ~~the~~negatively ~~benefit~~impact user ofexperience ~~any~~and ~~intellectual~~lead ~~property~~to ~~owned~~a byloss orof ~~licensed to BNC~~players.

~~Substantially~~As ~~all~~an ofonline ~~our~~gaming ~~games~~platform, ~~rely~~BNC’s ~~on products,~~success ~~technologies~~is ~~and~~dependent ~~other~~on ~~intellectual~~the ~~property~~smooth ~~that~~functioning ~~are~~of ~~licensed~~its ~~from~~technology ~~third parties~~infrastructure. ~~The~~Players ~~future~~expect ~~success~~a ofseamless, ~~our~~uninterrupted ~~business~~gaming ~~will depend~~experience, inand ~~part,~~any onsignificant ~~our~~disruptions ~~ability to obtain, retain~~ or ~~expand~~outages ~~licenses~~could ~~for~~severely ~~technologies~~impact ~~and~~user ~~services in a competitive market~~satisfaction. WeServer ~~cannot~~downtime, ~~assure~~software ~~that these third-party licenses~~glitches, or ~~support~~slow ~~for~~performance could ~~such~~frustrate ~~licensed technologies and services~~players, ~~will~~leading ~~continue~~them to beabandon ~~available~~the toplatform usin onfavor ~~commercially reasonable~~of ~~terms~~competitors. Additionally, if atBNC’s ~~all.~~games Inare ~~the~~unavailable or ~~event~~inaccessible ~~that~~for weextended ~~lose~~periods, ~~the~~it ~~benefit~~could ~~of,~~result orin ~~cannot~~a ~~renew~~loss of revenue and~~/or~~ ~~expand~~damage ~~existing~~to ~~licenses,~~the wecompany’s ~~may~~reputation. beTo ~~required~~mitigate these torisks, ~~discontinue~~BNC ormust ~~limit~~invest ~~our~~in ~~use~~robust, ofscalable ~~the~~technology ~~technologies~~infrastructure, ~~and~~including ~~services~~reliable ~~that~~servers, ~~include~~efficient orsoftware, ~~incorporate~~and ~~the~~redundant ~~licensed~~systems to ~~intellectual~~ensure ~~property~~high availability. InRegular ~~addition~~maintenance, we ~~may~~performance ~~not~~monitoring, ~~have~~and ~~the~~prompt ~~leverage~~incident toresponse ~~negotiate~~are ~~amendments~~critical to minimizing the impact ~~Statement~~ of ~~Work,~~any iftechnical ~~required~~issues. Moreover, onBNC ~~terms~~must ashave ~~favorable~~contingency plans in place to ushandle asunexpected ~~those~~spikes wein ~~would~~traffic or cyber threats ~~negotiate~~that ~~with~~could ancompromise ~~unaffiliated~~the ~~third~~Platform’s ~~party~~stability.

BNC’s ~~may~~growth ~~suffer~~relies ~~from~~on ~~the~~effective ~~use~~marketing campaigns ofand auser ~~third-party~~acquisition ~~platform~~strategies. ~~for~~Failure ~~its~~to ~~primary development~~attract ofand retain players cost-effectively could limit the ~~Platform.~~company’s growth and profitability.

In the competitive sweepstakes gaming industry, effective marketing and user acquisition are critical drivers of growth. BNC’s ~~strategic~~must ~~decision~~continuously attract new players to ~~utilize~~its platform and retain existing ones to maintain a ~~third-party~~healthy player base and generate revenue. However, user acquisition can be costly, and BNC must carefully ~~platform~~balance ~~for~~its marketing expenses with the ~~primary~~lifetime ~~development~~value of ~~the~~acquired ~~bitnile~~players.~~com~~ ~~metaverse~~If ~~presents~~BNC’s amarketing ~~variety~~campaigns fail to deliver the desired results or if the cost of ~~risks.~~acquiring ~~The~~new ~~following~~players ~~events,~~exceeds ~~should~~their ~~they~~long-term ~~occur~~value, ~~would~~ ~~have~~it acould ~~materially~~drain ~~adverse~~the ~~effect~~company’s onfinancial ~~our~~resources and ~~business~~hinder its profitability. Moreover, ~~results~~with the increasing saturation of ~~operations,~~the ~~financial~~online ~~condition~~gaming market, user acquisition may become more challenging and ~~future~~expensive ~~prospects:~~over time.

●The ~~Technological~~gaming Dependencies: Employing a third-party platform for BNC’s operations creates significant technological dependencies, introducing a new set of potential risks. This dependence means that BNC’s operations on bitnile.com are tied to the stability, security, and ~~strategic~~entertainment ~~direction~~industry ~~of the third-party provider’s platform. A primary concern~~ is ~~the~~characterized by ~~risk~~rapidly ofchanging ~~technical~~consumer ~~difficulties.~~preferences In the event that the third-party platform experiences system failures, software bugs, or performance issues, BNC may encounter disruptions in its operations. This could include slowdowns, service interruptions, or even complete outages, affecting user experience and ~~potentially leading to a loss of users, decreased activity, and subsequently, reduced revenues~~trends. ~~Security~~Failure ~~is another critical area of concern. If the third-party platform suffers from security breaches, BNC could face the risk of data exposure. This could involve unauthorized access~~ to ~~user~~anticipate ~~data or corporate information, leading to privacy infringements, potential violation of data protection laws,~~ and ~~damage~~adapt to ~~BNC’s~~these ~~reputation.~~changes ~~The fallout from such a breach~~ could ~~extend~~result ~~to legal repercussions and loss of trust among users and shareholders. Further, any unexpected shift~~ in ~~the third-party provider’s product strategy could also pose~~ a ~~threat.~~decline ~~If the provider decides to discontinue certain features, change its technology stack, or modify the platform~~ in auser engagement way that is not compatible with BNC’s operations, it could leave BNC looking for new solutions. This could necessitate significant unplanned investment in modifications, alternative solutions, or even migration to a new platform, with associated costs and ~~potential service disruptions~~revenue.

●In ~~Business~~the ~~Continuity:~~fast-paced ~~Utilizing~~world aof ~~third-party~~gaming ~~platform~~and asentertainment, consumer apreferences ~~cornerstone~~and oftrends ~~operations~~can ~~introduces~~shift anrapidly. ~~element~~What ofis ~~risk~~popular ~~concerning~~today ~~business~~may ~~continuity~~not ~~for~~be ~~BNC.~~tomorrow, ~~The~~and ~~provider’s~~new ~~operations~~gaming genres, ~~which~~features, ~~are~~and ~~outside~~technologies can ~~BNC’s~~emerge ~~direct~~unexpectedly. ~~control~~To remain competitive, ~~could~~BNC bemust ~~subject~~stay attuned to ~~various~~these ~~disruptions~~changes and quickly adapt its offerings to meet evolving player demands. ~~This~~If ~~includes~~BNC ~~potential~~fails ~~financial~~to ~~instability,~~anticipate ~~service~~or ~~alterations,~~respond ~~technological~~to ~~failures~~changing consumer preferences, orit ~~even~~risks ~~company-wide~~losing ~~shutdowns.~~its ~~Such~~player ~~interruptions~~base ~~can~~to ~~have~~competitors who aare ~~significant~~more ~~cascading~~in ~~effect~~tune onwith market trends. For example, if BNC’s ~~operations,~~games ~~threatening~~become ~~the~~stale ~~regular~~or ~~functioning~~outdated ofcompared ~~bitnile.com.~~to Innewer, ~~severe~~more ~~cases~~innovative offerings, ~~this~~players ~~could~~may ~~lead~~lose tointerest aand ~~prolonged~~seek ~~suspension~~entertainment ofelsewhere. ~~services~~Similarly, ~~leaving~~if BNC ~~unable~~misses toout ~~meet~~on ~~its~~emerging ~~commitments to customers~~trends, ~~partners,~~such oras ~~other~~the ~~stakeholders.~~integration of ~~The~~social ~~fallout~~features ~~can~~or bethe ~~manifold,~~adoption ~~ranging~~of ~~from~~new ~~revenue~~technologies ~~loss~~like ~~and~~VR, ~~diminished~~it ~~customer~~could ~~trust~~fall tobehind ~~reputational~~competitors ~~damage~~who incapitalize ~~the~~on ~~marketplace~~these opportunities.

● Competitive Landscape: Utilizing a third-party platform could inadvertently contribute to intensifying competitive pressures. Given that similar tools and services are available to other market players, BNC may find its competitive edge being eroded. Furthermore, if the third-party platform decides to venture into the metaverse market, BNC could be confronted with competition from its own service provider. Additionally, the choice of platform can indirectly influence BNC’s market position. If the platform falls out of favor in the industry or is overtaken by newer, more innovative solutions, BNC’s association with it could negatively impact its perceived market standing.23

29BNC’s reliance on partnerships with third-party game developers may expose the company to risks associated with the quality, performance, and availability of these games, which could negatively impact user experience and engagement.

●BNC’s ~~Intellectual~~success ~~Property:~~depends ~~Employing~~on ~~third-party~~offering ~~technology~~a ~~presents~~diverse selection ~~substantial~~of ~~intellectual~~high-quality ~~property~~games ~~(“IP”)~~to ~~concerns~~its users. ~~When~~By ~~the~~partnering with third-party ~~provider~~game ~~retains~~developers, ~~the~~BNC ~~majority~~can ofquickly ~~the~~expand IPits ~~rights,~~game itlibrary and ~~poses~~cater ato ~~significant~~various ~~risk~~player ~~for BNC~~preferences. InHowever, ~~such~~this areliance ~~situation,~~on ~~BNC’s~~external ~~operational~~developers ~~framework~~also ~~may~~exposes ~~hinge~~the oncompany ~~technology~~to ~~for~~risks. ~~which~~If itthe ~~does~~quality of ~~not~~these ~~hold~~third-party ~~ownership,~~games ~~potentially~~fails ~~limiting~~to ~~the~~meet ~~company’s~~player ~~flexibility~~expectations due to ~~modify~~poor design, bugs, or ~~adapt~~lack ~~the~~of ~~technology~~innovation, it could lead to ~~suit~~user ~~its~~dissatisfaction and ~~evolving~~decreased ~~needs~~engagement. ~~The~~Moreover, ~~use~~if of third-party ~~technology~~developers ~~brings~~fail to deliver games on time or encounter issues with game performance and availability, it ~~the~~could ~~risk~~result ofin ~~potential~~a ~~intellectual~~suboptimal ~~property~~user ~~infringement~~experience ~~claims~~and damage BNC’s reputation. IfAdditionally, ~~the~~any ~~third-party~~negative ~~platform~~publicity or ~~unlawfully~~controversies ~~incorporates~~associated ~~other~~with ~~companies~~BNC’s ~~technologies,~~third-party ~~BNC~~game developers could ~~find~~indirectly ~~itself~~impact ~~ensnared~~the incompany’s ~~legal~~brand ~~disputes~~image.

~~● Regulatory Compliance: Utilizing a third-party platform can present complex challenges. While employing external technology can yield substantial operational advantages, it concurrently exposes~~ BNC’s tosuccess ~~potential~~will ~~compliance~~in ~~risks.~~part ~~These~~depend ~~can surface if~~ on the ~~third-party~~continued ~~platform~~service ~~does~~and ~~not~~performance ~~adhere~~of ~~strictly~~its tokey ~~all pertinent regulations~~employees, including ~~but not limited to privacy laws~~executives, ~~data protection statutes~~developers, and ~~industry-specific~~creative ~~standards~~talent. ~~Non-compliance~~The ~~may~~loss ~~trigger a broad range~~ of ~~legal~~key ~~consequences,~~personnel or ~~from fines and penalties to enforcement actions by regulatory bodies. Additionally, compliance~~ failure ~~can inflict significant damage on BNC’s reputation, leading~~ to aattract ~~loss of trust among users, shareholders,~~ and ~~the~~retain ~~broader~~skilled ~~public.~~employees ~~This~~would ~~could~~adversely ~~potentially~~affect translate into a decline in user numbers, revenue, and market share. Furthermore, regulatory landscapes are dynamic and can change swiftly due to legislative amendments, court decisions, or shifts in policy enforcement. If the ~~third-party provider fails to adapt to these changes promptly, BNC might find itself out of compliance unintentionally, exposing the~~ company’s tooperations ~~the~~and ~~aforementioned risks~~growth.

WeBNC’s ~~rely~~ability onto ~~Amazon~~innovate, ~~Web~~develop ~~Services~~engaging games, ~~for~~and aexecute ~~portion~~ its business strategy relies heavily on the expertise and dedication of ~~our~~its ~~cloud~~key ~~infrastructure~~employees. inThe ~~certain~~company’s ~~areas~~executives, developers, and ascreative atalent ~~result~~possess ~~any~~invaluable ~~disruption~~knowledge ofand ~~AWS~~skills that are critical to BNC’s success. If key personnel were to leave the company, such losses would ~~negatively~~create ~~affect~~significant ~~our~~gaps ~~operations~~in expertise and ~~significantly~~leadership, hindering BNC’s ability to operate ~~harm~~effectively ~~our~~and ~~business~~compete in the market.

~~We rely~~Moreover, onthe ~~Amazon~~loss ~~Web Services (“AWS”) a third-party provider for a portion~~ of ~~our~~top ~~backend~~talent ~~services,~~could ~~including~~delay ~~for some of our~~game ~~high-speed databases~~development, ~~scalable~~inhibit ~~object storage, and message queuing services. For location-based support areas, we outsource certain aspects of~~ the ~~infrastructure~~implementation ~~relating to our Platform. As a result, our operations depend, in part, on AWS’ ability to protect their services against damage or interruption due to a variety~~ of ~~factors,~~new ~~including infrastructure changes~~features, ~~human or software errors, natural disasters, power or telecommunications failures, criminal acts, capacity constraints~~ and ~~similar~~impede ~~events.~~if ~~Our~~not ~~developers,~~halt ~~creators, and users need to be able to access our Platform at any time, without interruption or degradation of performance. Our Platform depends, in part, on~~ the ~~virtual~~ ~~cloud~~company’s ~~infrastructure~~growth ~~hosted in AWS~~trajectory. ~~Although~~To wemitigate ~~have disaster recovery plans that utilize multiple AWS availability zones to support~~this ~~our requirements~~risk, ~~any~~BNC ~~incident~~must ~~affecting~~focus ~~their~~on ~~infrastructure~~retaining ~~that~~its ~~may~~key beemployees ~~caused~~through bycompetitive ~~fire,~~compensation ~~flood~~packages, ~~severe~~employee ~~storm,~~recognition ~~earthquake or other natural disasters~~programs, ~~power loss, telecommunications failures, cyber-attacks, terrorist or other attacks,~~ and ~~other similar events beyond~~fostering ~~our~~a ~~control,~~positive ~~could~~work ~~adversely affect our cloud-native Platform~~culture. ~~Any~~Succession ~~disruption~~planning offor orcritical ~~interference~~roles ~~with~~is ~~our~~also ~~use~~essential ~~of AWS could impair our ability~~ to ~~deliver~~ensure ~~our~~continuity ~~Platform~~of ~~reliably to our developers, creators, and users~~operations.

Additionally, ~~threats~~BNC ormust ~~attacks~~continuously ~~from~~attract ~~computer~~and ~~malware,~~recruit ~~ransomware,~~skilled ~~viruses,~~professionals ~~social~~to ~~engineering~~support ~~(including~~its ~~phishing~~growth ~~attacks), denial of service or other attacks, employee theft or misuse~~ and ~~general~~maintain ~~hacking~~a ~~have~~pipeline ~~occurred and are becoming more prevalent in our industry, particularly against cloud-native services and vendors~~ of ~~security solutions~~talent. IfFailure ~~AWS were~~ to ~~experience~~do ~~any~~so ~~of these security incidents, it~~ could ~~result~~limit inBNC’s ~~unauthorized access~~ ability to, ~~damage~~innovate ~~to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of, or loss of our data or our developers’, creators’,~~ and ~~users’~~adapt ~~data or disrupt our ability~~ to ~~provide~~the ~~our~~evolving ~~Platform~~sweepstakes orgaming ~~service~~landscape.

ABNC’s ~~prolonged~~use ~~AWS service disruption affecting our Platform for any~~ of ~~the~~in-game ~~foregoing~~virtual ~~reasons would adversely impact our ability to serve our users, developers, and creators and could damage~~currencies ~~our~~(Nile ~~reputation~~Tokens ~~with current~~ and ~~potential~~Nile ~~users,~~Sweeps ~~developers,~~Coins) ~~and~~may ~~creators,~~be ~~expose~~subject us to ~~liability,~~regulatory ~~result~~scrutiny ~~in substantial costs for remediation, cause us to lose users, developers,~~ and ~~creators,~~potential ~~or otherwise harm our business, financial condition, or results of operations. and users. We may also incur significant costs~~ for ~~using alternative hosting cloud infrastructure services or taking other actions in preparation for~~abuse, orsuch inas ~~reaction~~money ~~to,~~laundering ~~events that damage~~ or ~~interfere with the AWS services we use~~unauthorized trading.

InBNC’s ~~the~~sweepstakes ~~event~~gaming ~~that~~platform ~~our~~utilizes in-game ~~AWS~~virtual ~~service~~currencies, ~~agreements are~~namely ~~terminated~~Nile Tokens and Nile Sweeps Coins, orto ~~there~~facilitate isgameplay aand ~~lapse~~reward ofplayers. ~~service,~~While ~~elimination~~these ofvirtual ~~AWS~~currencies are ~~services~~intended orto ~~features~~provide ~~that~~a weseamless ~~utilize,~~and weengaging ~~could~~user experience, ~~interruptions in~~they ~~access~~also tointroduce ~~our~~certain ~~Platform~~risks asand ~~well~~challenges. asAlthough ~~significant~~Nile ~~delays~~Tokens and Nile Sweeps Coins are not cryptocurrencies and ~~additional~~do ~~expense~~not inhave ~~arranging~~fluctuating ~~for~~values or ~~creating~~an ~~new~~external ~~facilities~~market orfor ~~re-architecting~~trading, regulators may still ~~our~~view ~~Platform~~these ~~for~~virtual ~~deployment~~currencies onas a ~~different~~form ~~cloud~~of ~~infrastructure~~digital ~~service provider~~asset, ~~which~~subjecting ~~would~~BNC ~~adversely~~to ~~affect~~additional ~~our~~regulatory ~~business~~requirements and scrutiny. This could include compliance with anti-money laundering and know-your-customer regulations, ~~financial~~as well as potential licensing or registration requirements. ~~condition~~Failure to comply with these regulations could result in legal penalties, operational disruptions, and ~~results~~reputational ofdamage ~~operations~~for BNC.

~~Risks~~Moreover, ~~Relating~~the use of virtual currencies creates risks for BNC, such as the need to ~~Agora~~manage and safeguard large volumes of digital assets. If BNC’s virtual currency management systems are breached or compromised, it could lead to significant financial losses and erosion of player trust. There is also a risk that malicious actors may attempt to exploit BNC’s virtual currency system for illegal or otherwise illegitimate purposes, such as money laundering or unauthorized trading. This could involve players or third parties using BNC’s platform to convert illicit funds into virtual currencies and then back into real money.

InBNC ~~March~~relies ~~2023,~~on ~~the Company experienced a significant change in its business model as it has shifted its focus towards building out the Platform towards a revenue~~third-~~generating~~party ~~model~~payment ~~and away~~processors ~~from~~to ~~the~~handle ~~non-core~~player ~~legacy~~transactions ~~subsidiaries Agora~~ and ~~Zest~~prize ~~Labs~~payouts. AsAny adisruptions ~~result~~or ofissues ~~the~~with ~~shift~~these inpartners ~~business~~could ~~strategy,~~negatively ~~the~~impact ~~related risk factors for~~players’ ~~Agora~~experience ~~have~~and ~~been~~the ~~updated~~company’s ~~accordingly~~financial operations.

30To facilitate smooth financial transactions, BNC partners with third-party payment processors. These processors handle player deposits, withdrawals, and prize payouts, ensuring that funds are transferred securely and efficiently. However, relying on these external partners also exposes BNC to certain risks. If a payment processor experiences technical issues, such as system outages or payment delays, it could significantly impact player experience. Players may become frustrated if they are unable to deposit funds or withdraw their winnings in a timely manner, leading to a loss of trust and potential player churn. Moreover, if a payment processor fails to release funds to BNC as scheduled, it could disrupt the company’s cash flow and financial operations. BNC may also face liability if a payment processor mishandles player funds or engages in fraudulent activities.

~~As the Company devotes substantially all of its growth capital towards building out the Platform, there may be minimal remaining growth capital, if any, to devote to Agora’s hosting business.~~ 24

AsThe asweepstakes ~~result~~gaming ofindustry ~~the~~may ~~Company’s change in business~~experience ~~strategy as well as capital constraints~~consolidation, ~~the~~with ~~Company~~larger ~~has~~players ~~limited~~acquiring ~~resources~~smaller tocompetitors. ~~devote~~Failure to ~~building~~adapt ~~out Agora’s hosting business. To date, Agora has been unable~~ to ~~fulfill~~changing ~~the~~industry ~~terms~~dynamics ofor ~~the~~compete ~~MSA it signed~~ with ~~BitNile, Inc. in December 2022, and the Company does not currently~~larger ~~have~~consolidated ~~clarity~~entities oncould ifnegatively itimpact ~~will~~BNC’s bemarket ~~able~~position toand ~~successfully~~growth ~~enter the hosting business~~prospects.

~~Agora~~As ~~lacks~~the answeepstakes ~~operating~~gaming ~~history~~industry inmatures, ~~the digital~~it ~~asset~~may ~~hosting~~undergo ~~space~~consolidation, with larger, well-capitalized players acquiring smaller competitors to gain market share, expand their offerings, and ~~its~~achieve economies of scale. This consolidation could reshape the competitive landscape and create new ~~business~~challenges isfor ~~subject~~BNC. Larger consolidated entities may have greater financial resources to ainvest ~~number~~in ofgame ~~significant~~development, ~~risks~~marketing, and ~~uncertainties~~user ~~which~~acquisition, ~~affect~~putting ~~its~~pressure ~~future~~on ~~viability~~BNC to keep pace. They may also leverage their scale to negotiate more favorable deals with partners, suppliers, and advertisers, potentially squeezing BNC’s margins.

AsIf ofBNC ~~March~~fails ~~31,~~to ~~2023,~~adapt ~~Agora has invested in a Bitcoin mining business which was then discontinued as Bitstream transitioned~~ to athese ~~digital~~changing ~~asset hosting model. That business, Bitstream,~~industry ~~entered~~dynamics ~~agreements~~or ~~and~~differentiate ~~arrangements~~itself ~~for~~from ~~equipment~~larger ~~and power contracts. In order to proceed at its first digital asset hosting facility in Texas~~competitors, it ~~must~~risks ~~enter~~losing ~~into~~market ashare ~~long-term contract to purchase electric power from the power grid in Texas~~ and ~~use~~growth the power to mine Bitcoin on behalf of third parties as well as take advantage of future power shortages such as the one that affected Texas in the winter of 2021 and may be beginning to occur in Texas in June 2023opportunities. ~~Among the risks and uncertainties are:~~

●BNC ~~Agora~~may isface ~~currently~~challenges in ~~discussions~~protecting ~~with~~its aintellectual property ~~number~~rights, ofsuch ~~key~~as ~~players~~trademarks, ~~in this industry~~copyrights, ~~but~~and ~~has~~patents. ~~not~~Infringement ~~yet~~by ~~executed~~competitors ~~any~~or ~~definitive~~failure ~~agreements~~ to ~~purchase~~secure ~~the power needed from the retail power provider,~~ and ifenforce itintellectual property isrights ~~able~~could toharm ~~enter into an agreement for~~ the ~~power,~~company’s ~~the~~competitive ~~terms may not be as attractive as it currently expects, which may threaten the profitability of this venture;~~position.

●Intellectual ~~Although~~property ~~Agora~~(IP) ~~entered~~is ~~into~~ a ~~MSA~~valuable asset for ~~digital~~BNC, ~~asset~~as ~~hosting~~it ~~services~~includes ~~for~~the ~~BitNile~~company’s proprietary game designs, ~~Inc~~software, and brand elements. inProtecting ~~December~~these ~~2022~~IP rights is crucial to maintaining BNC’s competitive edge and preventing others from copying or exploiting its innovations. However, the digital nature of the sweepstakes gaming industry makes it ~~has~~challenging ~~not~~to ~~been~~detect ~~able~~and prevent IP infringement. Competitors may attempt to ~~successfully~~clone ~~perform~~BNC’s games, reproduce its ~~obligations~~game ~~under~~mechanics, ~~that~~or ~~contract~~use ~~and~~similar ~~does~~branding ~~not~~elements, ~~know~~diluting ifBNC’s itbrand ~~has~~identity ~~the~~and ~~capital~~market ~~resources~~share. If BNC fails to ~~fulfill~~secure and enforce its ~~obligations~~IP ~~under~~rights ~~this~~through ~~contract~~trademarks, orcopyrights, aand ~~digital~~patents, ~~hosting~~it ~~contract~~could ~~for~~lose ~~another~~its ~~party~~competitive ~~now~~advantage orand atface ~~any~~increased competition ~~point~~from inimitators. Moreover, if BNC unknowingly infringes upon the ~~future;~~IP rights of others, it could face legal action and financial penalties.

●As IfBNC ~~Agora~~expands isits ~~unable~~mobile topresence, ~~enter~~it ~~into~~may become aincreasingly ~~definitive~~dependent ~~agreement~~on ~~with~~mobile ~~the~~operating ~~power broker~~systems, ~~any~~app ~~deposits~~marketplaces, ~~Agora~~and ~~paid to~~ the ~~power~~policies ~~broker~~of ~~will~~mobile bedevice ~~forfeited~~manufacturers. ~~and~~Changes in ~~Agora~~these ~~will~~platforms ~~lack~~or apolicies ~~source~~could ~~of affordable power. This would materially and~~ adversely affect ~~Agora’s~~the ~~ability~~distribution, toaccessibility, ~~operate its digital asset hosting business~~ and ~~its~~monetization ~~financial condition. Agora has fully expensed the deposits as~~ of ~~March~~BNC’s ~~31,~~mobile ~~2023;~~applications.

●With ~~Agora~~the ~~purchased~~growing ~~and~~popularity ~~received~~of ~~delivery~~mobile gaming, BNC may focus on expanding its presence in the mobile market. However, this expansion comes with its own set of 5risks. BNC’s mobile applications will be subject to the policies and guidelines of mobile operating systems,~~000~~ ~~Canaan~~such ~~AvalonMiner~~as ~~841~~iOS ~~miners;~~and Android, as well as app marketplaces like the ~~hashrate~~App ~~versus~~Store and Google Play. These platforms have the ~~Bitcoin~~power ~~reward~~to control the distribution, visibility, and monetization of ~~these~~mobile apps. ~~miners~~Any ischanges ~~not~~in ~~economically~~their ~~viable~~policies ator ~~today~~algorithms could significantly impact BNC’s ~~prices,~~ability to reach and ~~the~~engage ~~market~~with mobile users. For example, if an app marketplace decides to ~~sell~~prioritize ~~these~~other ~~miners~~gaming isapps ~~minimal.~~or Asimplements astricter ~~result~~approval processes, ~~the~~BNC’s ~~Company~~apps may ~~took~~become anless ~~impairment~~discoverable ~~charge~~or onface ~~these~~delays ~~miners~~in ~~for~~reaching ~~the~~users. ~~fiscal~~Moreover, ~~year~~mobile ~~ended~~device onmanufacturers ~~March~~may 31introduce new hardware or software features that are incompatible with BNC’s apps, ~~2023;~~requiring significant development efforts to adapt.

●BNC ~~Agora’s~~may ~~team~~rely ~~has~~on ~~minimal~~data ~~experience~~analytics into ~~commercial~~improve ~~scale~~its platform, ~~Bitcoin~~personalize ~~hosting~~user ~~operations;~~experiences, and inform business decisions. However, the collection and use of user data may raise privacy concerns and be subject to evolving data protection regulations, such as the GDPR and the CCPA.

●Data ~~Agora~~analytics ~~may~~play ~~have~~a ~~difficulty~~crucial ~~finding~~role ~~third~~in ~~parties~~the ~~willing~~gaming industry, enabling companies like BNC to ~~consign~~gain ~~its~~insights ~~miners~~into player behavior, preferences, and engagement patterns. These insights can be used to ~~them~~optimize ~~for~~game design, personalize player experiences, and make data-driven business decisions. However, the ~~purposes~~collection and use of ~~executing~~user data also raise important privacy concerns and are subject to evolving data protection regulations worldwide. Regulations such as the GDPR in the European Union and the CCPA in the United States impose strict requirements on how companies collect, process, and protect user data. Failure to comply with these regulations could result in significant fines, legal liabilities, and reputational damage for BNC. Moreover, players are becoming increasingly aware and concerned about how their personal data is being used by gaming companies. If BNC is perceived as mishandling user data or violating privacy rights, it could erode player trust and lead to a ~~hosting~~loss ~~agreement;~~of business.

●The ~~Because~~gaming ofindustry, ~~supply chain disruptions~~ including ~~those relating to computer chips~~sweepstakes gaming, ~~Agora~~may ~~could~~be ~~encounter~~subject ~~delivery~~to ~~delays~~negative orpublic ~~other~~perception ~~difficulties~~and ~~with~~social ~~the~~stigma. ~~purchase,~~BNC ~~installing~~may ~~and~~face ~~operating~~reputational ofrisks ~~Agora’s~~if ~~power~~it ~~infrastructure~~is atassociated ~~our~~with ~~facility~~problem gambling, ~~which~~underage ~~would~~gaming, ~~adversely~~or ~~affect~~other ~~its~~social ~~ability~~issues related to ~~generate~~the ~~material revenue from its operations;~~industry.

●The ~~There~~gaming ~~are~~industry, aparticularly ~~growing~~segments ~~number~~that involve ofreal ~~well~~money ~~capitalized~~or ~~digital~~prize-based ~~asset~~gameplay, ~~hosting~~has ~~companies;~~long been associated with negative social perceptions and stigmas. Critics argue that gaming can lead to problem gambling, addiction, financial hardship, and other social ills. Sweepstakes gaming, while legally distinct from traditional gambling, may still be viewed by some as a form of gambling or a gateway to more harmful behaviors.

●If ~~Bans~~BNC ~~from~~is ~~governments~~perceived ~~such~~ as ~~China~~contributing ~~and~~to ~~New~~or ~~York~~exacerbating these social issues, ~~together~~it ~~with~~could ~~pending~~face ~~legislation~~significant inreputational ~~Congress~~risks and ~~other~~backlash ~~regulatory~~from ~~initiatives~~the ~~threaten~~public, ~~the~~media, ~~ability~~and policymakers. Negative media coverage or social media campaigns linking BNC to ~~use~~problem ~~Bitcoin~~gambling, asunderage agaming, ~~medium~~or ofother ~~exchange~~social harms could erode player trust, deter potential partners and ~~thus~~investors, ~~impact~~and damage the ~~demand~~company’s ~~for~~brand ~~mining~~image. This reputational damage could also invite increased regulatory scrutiny and ~~hosting;~~calls for stricter controls or even prohibitions on sweepstakes gaming.

~~For all of these reasons, Agora’s digital asset hosting business may not be successful.~~25

~~Agora~~Sweepstakes isgaming, ~~subject~~like toother ~~risks~~forms ~~associated~~of ~~with its~~gambling, ~~need~~may ~~for~~be ~~sufficient~~associated ~~real~~with ~~property~~negative ~~and~~social ~~a continuous source of significant electric power at economically favorable prices~~impacts, ~~and~~such ~~its~~as ~~current efforts,~~addiction ~~outstanding litigation against Bitstream,~~ and ~~negotiations~~financial hardship for ~~these~~some ~~resources~~players. toBNC ~~commence~~may ~~and~~face ~~grow~~public ~~operations~~scrutiny or atregulatory ~~its~~pressure ~~West~~to ~~Texas facilities~~address ~~may~~these ~~ultimately be unsuccessful~~concerns.

~~Agora’s~~While ~~Bitcoin~~sweepstakes ~~mining~~gaming ~~operations~~is ~~require~~legally distinct from ~~both~~traditional ~~land~~gambling, onit ~~which~~still toinvolves ~~install~~elements ~~mining~~of ~~equipment~~chance and ~~significant~~the ~~amounts~~potential offor ~~electric~~players ~~power~~ to ~~operate~~win ~~such~~or ~~equipment~~lose money. OnAs ~~December 10~~such, ~~2021, Bitstream~~it ~~entered~~may ~~into~~be aassociated with ~~lease~~some ~~agreement~~of ~~pursuant~~the tonegative ~~which~~social ~~Bitstream~~impacts ~~leased~~commonly 20attributed ~~acres~~to ofgambling, ~~land~~such ~~for~~as anaddiction ~~initial~~and ~~term~~financial ofhardship. 10Some ~~years~~players ~~and~~may ~~a subsequent~~develop ~~term~~problematic ofgaming 10behaviors, ~~years~~spending toexcessive ~~set~~amounts upof ~~mining~~time ~~equipment~~and inmoney ~~West~~on ~~Texas~~the inplatform, ~~exchange~~which ~~for~~can ~~monthly~~lead ~~payments equal~~ to 3%personal ofand ~~the~~financial ~~electricity costs~~difficulties. If ~~Bitstream does~~these ~~not~~issues ~~use~~become ~~the~~more ~~leased~~prevalent ~~land~~or ~~for~~gain 12public ~~consecutive months~~attention, ~~the~~BNC ~~lease~~may ~~will~~face ~~terminate.~~increased Onscrutiny ~~January~~from 3media, ~~2022~~advocacy groups, ~~Agora~~and ~~finalized~~regulators. There amay ~~land~~be ~~purchase agreement~~calls for aBNC ~~separate~~to ~~parcel~~implement ofstronger 20responsible ~~acres~~gaming ~~of land ($12~~measures,~~500~~ ~~per~~such ~~acre)~~as inself-exclusion ~~West Texas for $250~~tools,~~000,~~ ofspending ~~which $125~~limits,~~000~~ ~~was~~and ~~paid for by Priority~~addiction ~~Power Management (“PPM”) to assist in the funding as Agora goes through the registration statement process~~resources. ~~Agora~~Failure ~~has no obligation~~ to ~~repay~~address ~~PPM~~these ~~and~~concerns itproactively ~~has~~could nolead ~~ownership of the land. Agora has an option~~ to ~~sell~~reputational ~~back~~damage, ~~this~~regulatory ~~land~~sanctions, toand ~~the~~a ~~sellers~~loss ~~at $400 per acre upon cessation~~ of ~~the land being used as a data center~~player trust.

31Emerging technologies, such as blockchain and cryptocurrency, may disrupt traditional sweepstakes gaming models and create new competitive threats for BNC.

~~Additionally,~~The ~~Agora~~gaming ~~has~~industry ~~already~~is ~~paid~~constantly $1evolving,~~096,000~~ ~~to a power broker for~~and ~~assistance~~emerging intechnologies ~~obtaining~~have ~~12 megawatts (“MW”) of electricity at this site, with~~ the potential to ~~increase~~disrupt ~~the~~traditional ~~available~~business ~~capacity at~~models ~~the~~and ~~substation~~create tonew 48competitive MWlandscapes. ~~Agora~~In ~~had~~recent ~~entered into a second letter of intent for a second location in October 2021 where it has already~~years, ~~paid~~blockchain ~~$1,326,500~~technology and ~~committed~~cryptocurrencies tohave ~~pay~~gained ~~$1,628,000~~significant ~~upon~~attention the execution of a definitive agreement; however, these high costs and uncertainties may harm its ability to become profitable, particularly if the price of Bitcoin declines further or if Agora is unable to enter into definitive agreements for ~~the~~their ~~power~~potential onapplications ~~favorable terms or at all. While Agora has arranged for the delivery of the transformers necessary to use up to 42 MW (with agreement to go to 78 MW~~ in ~~the next six to twelve months) of electricity~~gaming, ~~Agora~~such ~~has~~as ~~conditional and unconditional rights~~decentralized togame ~~two~~asset ~~sites in West Texas for up to 372 MW~~ownership, ~~subject~~secure toin-game ~~approval by the local government~~transactions, ~~which is the only required approval needed. If Agora or the third parties with whom it contracts should fail to obtain, deliver~~ and ~~install~~new ~~the~~monetization ~~necessary items for the required energy as and when needed and on commercially viable terms, its results of operations and financial condition will be materially adversely affected~~models. ~~There~~ ~~may~~If ~~not~~these betechnologies angain ~~alternative~~widespread ~~source of electricity~~adoption, orthey ~~the resources needed to access it, and the establishment and growth of Agora’s~~could ~~Bitcoin~~fundamentally ~~mining~~change ~~operations may be stifled or hindered as a result. The Company received $865,000 related to~~ the ~~deposits~~way ~~paid~~sweepstakes ~~and~~gaming ~~expensed the~~platforms ~~remaining~~like ~~amounts~~BNC ~~related to these agreements in the fiscal year ended March 31, 2023~~operate.

~~The~~Decentralized ~~Company’s~~gaming ~~lack~~platforms ofbuilt ~~capital~~on ~~has hindered~~blockchain ~~Bitstream’s~~could ~~operations~~offer ~~and~~players ~~resulted~~greater ~~in various litigation related to Bitstream for lack of payment or lack of contract performance. On April 22~~transparency, ~~2022~~security, ~~BitStream Mining~~ and ~~Ecoark~~control ~~Holdings~~over ~~were~~their ~~sued~~ in ~~Travis County, Texas District Court (Docket #79176~~-~~0002)~~game byassets ~~Print Crypto~~and ~~Inc~~rewards. inThis ~~the~~could ~~amount~~potentially oferode ~~$256,733.28 for failure to pay for equipment purchased to operate BitStream Mining~~BNC’s ~~Bitcoin mining~~ ~~operation.~~value Onproposition ~~July 15, 2022, BitStream Mining~~ and ~~two~~market ofshare ~~their~~if ~~Management~~players ~~were~~perceive ~~parties~~these todecentralized aalternatives ~~petition~~as ~~filed~~more inattractive ~~Ward~~or ~~County~~trustworthy. ~~District Court by 1155 Distributor Partners-Austin~~Moreover, ~~LLC d/b/a Lonestar Electric Supply in~~ the use ~~amount~~ of ~~$414,026.83~~cryptocurrencies for ~~failure~~in-game totransactions ~~pay~~and ~~for~~prize ~~equipment purchased~~payouts tocould ~~operate~~introduce ~~the~~new ~~Company’s~~regulatory ~~Bitcoin~~challenges ~~mining~~and ~~operation.~~financial Onrisks ~~October~~for 17BNC, ~~2022, BitStream Mining was a party to a petition filed~~ insuch ~~Ward~~as ~~County~~volatility ~~District Court by VA Electrical Contractors, LLC~~ in ~~the~~cryptocurrency ~~amount~~values ofand ~~$1,666,187.18~~compliance ~~for~~with ~~failure~~anti-money tolaundering ~~pay for equipment purchased to operate the Company’s Bitcoin mining operation~~regulations. ~~See Legal Proceedings on page 38, for additional information.~~

~~Additionally,~~The ~~Agora’s~~gaming ~~digital~~industry ~~asset~~is ~~hosting operations~~characterized ~~could be materially and adversely affected~~ by ~~prolonged power outages, and it may have to reduce or cease its operations in~~rapid ~~the~~technological ~~event of an extended power outage, or as a result of the unavailability or increased cost of electric power as occurred in Texas in the winter of 2021~~advancements. ~~While~~Failure ~~Agora intends~~ to ~~participate~~keep inpace ~~the~~with ~~responsive~~new ~~reserve program of the Electric Reliability Council of Texas~~technologies, or ~~ERCOT,~~such ~~should~~as ~~this~~VR ~~issue~~and ~~arise~~AR, ~~which~~ could ~~offset~~render ~~some~~BNC’s orplatform ~~all of the revenue losses, were this were to occur, its business~~ and ~~results~~games ~~of operations could nonetheless be materially and adversely affected, particularly if the reserve program fails~~obsolete.

~~Agora’s~~Technology ~~digital~~is ~~asset~~a ~~hosting~~key ~~costs~~driver ~~could~~of innovation and differentiation ~~outpace~~in ~~its~~the ~~digital~~gaming ~~asset~~industry. ~~hosting~~New ~~revenues~~technologies, ~~which~~such ~~would~~as ~~continue~~VR and AR, are reshaping the way games are designed, developed, and experienced by players. If BNC fails to ~~put~~stay aabreast ~~strain~~of onthese technological advancements and incorporate them into its ~~business~~platform orand ~~increase~~games, it risks falling behind competitors and losing its ~~losses~~technological edge. Players may gravitate towards gaming platforms that offer more immersive and cutting-edge experiences, leaving BNC’s offerings looking outdated and unappealing. Moreover, failure to adopt new technologies could limit BNC’s ability to create new types of games and experiences, hindering its innovation pipeline and growth potential.

~~Agora’s~~If ~~digital~~BNC ~~asset~~relies ~~hosting~~on ~~operations will~~advertising beas ~~costly and its expenses may increase in the future. This expense increase may not be offset by~~ a ~~corresponding increase in hosting~~significant revenue. ~~Agora’s~~stream, ~~expenses~~it may be ~~greater~~vulnerable ~~than it anticipates, and its investments~~ to ~~make~~changes ~~its~~in ~~digital~~advertiser ~~asset hosting business more efficient may not succeed and may outpace monetization efforts. For example~~preferences, ifad-blocking ~~prices of Bitcoin decline or remain low~~technologies, and ~~power~~shifts ~~costs increase, Agora’s ability to become profitable will also decline. Similarly, increases~~ in ~~Agora’s~~advertising ~~costs without a corresponding~~market ~~increase in its revenue would increase our losses and could seriously harm our financial condition~~dynamics.

WeAdvertising ~~are~~is ~~subject~~a tocommon amonetization ~~highly~~strategy for ~~evolving~~gaming ~~regulatory~~platforms, ~~landscape~~and BNC may rely on advertising revenue to support its operations and ~~any~~growth. However, this reliance on advertising ~~adverse~~also ~~changes~~exposes BNC to certain risks. Advertiser preferences and spending patterns can shift rapidly based on factors such as economic conditions, changes in consumer behavior, or ~~our~~the ~~failure~~emergence of new advertising platforms. If advertisers reduce their spending on BNC’s platform or migrate to ~~comply~~other ~~with~~channels, ~~any~~it ~~laws~~could significantly impact BNC’s revenue and ~~regulations~~profitability. ~~could~~Additionally, ~~adversely~~the ~~affect~~increasing ~~our~~prevalence of ~~business~~ad-blocking technologies, ~~prospects~~such oras ~~operations~~browser extensions and built-in ad blockers, could limit the reach and effectiveness of BNC’s advertising.

~~Our~~If ~~business~~a issignificant ~~subject~~portion to extensive laws, rules, regulations, policies and legal and regulatory guidance, including those governing securities, commodities, crypto asset custody, exchange and transfer, data governance, data protection, cybersecurity and tax. Many of ~~these~~BNC’s ~~legal and regulatory regimes were adopted prior to~~player ~~the~~base ~~advent~~uses ofad-blocking ~~the Internet~~tools, ~~mobile~~it ~~technologies,~~could ~~crypto~~reduce ~~assets and related technologies. As a result, they do not contemplate or address unique issues associated with~~ the ~~crypto~~company’s ~~economy,~~advertising ~~are~~inventory ~~subject to significant uncertainty,~~ and ~~vary~~revenue ~~widely across U~~potential.S. federal, state and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the ~~complexity~~digital ~~and evolving nature of our business and the significant uncertainty surrounding the regulation of~~advertising ~~the~~market ~~crypto~~is ~~economy~~highly ~~requires us to exercise our judgement as to whether certain laws~~competitive, ~~rules and regulations apply to us, and it is possible that governmental bodies and regulators may disagree~~ with ~~our~~numerous ~~conclusions.~~gaming ~~To the extent we have not complied with such laws~~platforms, ~~rules and regulations~~websites, ~~we could be subject to significant fines~~ and ~~other~~social ~~regulatory~~media ~~consequences,~~networks ~~which~~vying ~~could~~for ~~adversely~~advertiser ~~affect our business, prospects or operations~~dollars. ~~As Bitcoin has grown~~ Changes in ~~popularity and in~~ market ~~size~~dynamics, ~~the~~such ~~Federal~~as ~~Reserve Board, U.S. Congress and certain U.S. agencies (e.g.,~~ the ~~CFTC,~~emergence ~~SEC, the Financial Crimes Enforcement Network (“FinCEN”) and the Federal Bureau~~ of ~~Investigation)~~new ~~have~~competitors ~~begun to~~or ~~examine~~ the ~~operations~~consolidation of ~~the~~ad ~~Bitcoin~~tech ~~network~~providers, ~~Bitcoin~~could ~~users~~alter ~~and~~ the ~~Bitcoin~~supply ~~exchange market. Regulatory developments~~ and~~/or~~ ~~our business~~demand ~~activities~~balance ~~may~~and ~~require~~put uspressure toon ~~comply~~BNC’s ~~with~~advertising ~~certain regulatory regimes~~rates. For example, to the extent that our activities cause us to be deemed a money service business under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us to implement certain anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

32The gaming industry is highly competitive, and BNC may face challenges in attracting and retaining top talent, including developers, designers, and creative professionals. Failure to build and maintain a skilled workforce could hinder the company’s innovation and growth.

IfBNC’s ~~politics~~success in the ~~United~~sweepstakes ~~States~~gaming industry depends on its ability to attract, ~~particularly~~develop, and retain a talented and skilled workforce. Game developers, designers, and creative ~~the~~professionals ~~climate~~are ~~change~~in ~~movement~~high demand, ~~continues~~and BNC must compete with other gaming companies, tech giants, and startups for this limited talent pool. If BNC fails to ~~affect~~offer ~~Bitcoin~~competitive ~~mining~~compensation packages, attractive work environments, and compelling projects, it ~~could~~may ~~materially~~struggle to recruit and ~~adversely~~retain ~~affect~~top ~~Agora~~talent. This could lead to a shortage of skilled personnel, hindering BNC’s ~~business~~ability ~~and~~to ~~future~~develop new games, ~~results~~innovate on its platform, and scale its operations. Moreover, the loss of ~~operation~~key employees, such as lead developers or creative directors, could disrupt ongoing projects and ~~financial~~delay ~~condition~~the launch of new offerings.

Bitcoin mining uses very large amounts of electricity to operate the high speed computers used in mining. Because West Texas presently has low electricity rates, Agora arranged for power supplies there to support its planned operations. On November 23, 2022, the Governor of New York signed into law a bill passed by the State of New York legislature, which imposed a two-year moratorium on certain cryptocurrency mining, including Bitcoin mining. While this action does not directly impact Agora’s current operations, which would be conducted in Texas, it may be the beginning of a new wave of climate change regulations aimed at preventing or reducing the growth of Bitcoin mining in the U.S., including potentially jurisdictions in which Agora now operates or may in the future operate. While New York is currently a state under Democratic control and very supportive of climate change regulations in contrast to Texas, there is a risk that Democrats may gain control of Texas and enact legislation that would make Agora’s operations in Texas economically inviable. Further if other states begin to adopt legislation that makes cryptocurrency mining prohibitively expensive or bans it, it could create a surge of demand in Texas and increase the cost of power there. The above-described developments could also demonstrate the beginning of a regional or global regulatory trend in response to environmental and energy preservation or other concerns surrounding cryptocurrencies, and similar action in a jurisdiction in which Agora operates or in general could have devastating effects to our operations. If further regulation follows, it is possible that the digital asset hosting industry may not be able to adjust to a sudden and dramatic overhaul to our ability to deploy energy towards the operation of mining equipment.26

~~The~~BNC ~~crypto~~may ~~economy~~rely ison ~~novel~~cloud ~~and~~computing ~~has little~~infrastructure toand noother ~~access~~third-party services to ~~policymakers~~host orand ~~lobbying~~deliver ~~organizations,~~its ~~which~~platform ~~may~~and ~~harm~~games. ~~our~~Any ~~ability~~disruptions toor ~~effectively~~issues ~~react~~with tothese ~~proposed~~services ~~legislation~~could ~~and regulation~~adversely ofimpact ~~crypto~~the ~~assets~~availability orand ~~crypto~~performance ~~asset~~of ~~platforms~~BNC’s ~~adverse to our business~~offerings.

AsTo ~~crypto~~efficiently ~~assets~~scale ~~have~~its ~~grown in both popularity and market size, various U.S. federal, state and local and foreign governmental organizations, consumer agencies and public advocacy groups have been examining the~~ operations ~~of crypto networks, users~~ and ~~platforms, with~~ reach a ~~focus~~global onplayer ~~how crypto assets can be used to launder the proceeds of illegal activities~~base, ~~fund~~BNC ~~criminal~~may orleverage ~~terrorist~~cloud ~~enterprises,~~computing ~~and~~infrastructure ~~the safety~~ and ~~soundness of platforms and~~ other ~~service~~third-party ~~providers that~~services ~~hold crypto assets~~ for ~~users.~~hosting, ~~Many~~game ~~of these entities have called for heightened regulatory oversight~~delivery, and ~~have issued consumer advisories~~backend ~~describing~~operations. ~~the~~While ~~risks~~these ~~posed~~services byoffer ~~crypto~~numerous ~~assets to users and investors. For instance~~benefits, insuch ~~July~~as ~~2019~~flexibility, ~~then-U.S. Treasury Secretary Steven Mnuchin stated that he had “very serious concerns” about crypto assets. In recent months~~scalability, ~~members of Congress have made inquiries into the regulation of crypto assets,~~ and ~~Gary Gensler~~cost-effectiveness, ~~Chair~~they ofalso ~~the Commission, has made public statements regarding increased regulatory~~introduce ~~oversight~~certain ~~of crypto assets~~risks. ~~Outside~~If ~~the~~BNC’s ~~United~~cloud ~~States,~~service ~~several~~provider ~~jurisdictions~~experiences ~~have~~technical ~~banned so-called initial coin offerings~~issues, such as ~~China and~~server ~~South Korea~~outages, ~~while~~network ~~Canada~~disruptions, ~~Singapore,~~or ~~Hong Kong~~performance degradation, ~~have~~it ~~opined~~could ~~that~~directly ~~token~~and ~~offerings~~adversely ~~may~~impact ~~constitute~~the ~~securities~~availability ~~offerings~~and ~~subject~~performance toof ~~local securities regulations. In July 2019, the United Kingdom~~BNC’s ~~Financial~~platform ~~Conduct~~and ~~Authority~~games. ~~proposed~~Players ~~rules~~may tobe unable ~~address harm~~ to ~~retail customers~~access ~~arising from~~ the ~~sale~~platform, ofexperience ~~derivatives~~lag ~~and~~or ~~exchange-traded~~disconnections, ~~notes~~or ~~that~~encounter ~~reference~~other ~~certain~~technical ~~types of crypto assets~~problems, ~~contending~~leading ~~that they are “ill-suited”~~ to ~~retail~~frustration ~~investors due to extreme volatility, valuation challenges~~ and ~~association with financial crimes.~~potential Inchurn. ~~May 2021~~Additionally, ~~the~~if ~~Chinese~~a ~~government~~third-party ~~called~~service ~~for~~provider suffers a ~~crackdown~~data onbreach ~~Bitcoin~~or ~~mining~~security ~~and trading~~incident, ~~and~~it incould ~~September~~compromise ~~2021,~~BNC’s ~~Chinese regulators instituted~~player adata ~~blanket ban on all crypto mining~~ and ~~transactions,~~intellectual ~~including overseas crypto exchange services taking place in China~~property, ~~effectively~~leading ~~making all~~to ~~crypto-related~~legal ~~activities~~liabilities ~~illegal~~and inreputational ~~China~~damage. InOverreliance ~~January~~on ~~2022, the Central Bank of Russia called for~~ a ~~ban~~single oncloud ~~cryptocurrency~~provider ~~activities~~or third-party ~~ranging~~service ~~from~~could ~~mining~~also toleave ~~trading,~~BNC ~~and~~vulnerable ~~on March 8, 2022, President Biden announced an executive order on cryptocurrencies which seeks~~ to ~~establish~~ avendor ~~unified~~lock-in ~~federal~~and ~~regulatory~~price ~~regime for currencies~~increases.

~~The~~If ~~crypto~~BNC ~~economy~~allows isusers ~~novel and has little~~ to no ~~access~~create ~~to policymakers~~ and ~~lobbying~~share ~~organizations in many jurisdictions. Competitors from other, more established industries, including~~content ~~traditional~~within ~~financial~~its ~~services~~platform, ~~may~~it ~~have greater access to lobbyists or governmental officials, and regulators that are concerned about the potential for crypto assets for illicit usage~~ may ~~affect statutory and regulatory changes with minimal or discounted inputs from the crypto economy. As a result, new laws and regulations may~~ be ~~proposed~~exposed ~~and~~to ~~adopted~~risks inrelated ~~the~~to ~~United States and internationally~~inappropriate, ~~or existing laws and regulations may be interpreted in new ways~~offensive, ~~that harm the crypto economy~~ or ~~crypto~~infringing ~~asset platforms~~content, which could ~~adversely~~lead ~~impact~~to legal ~~our~~liabilities ~~business~~and reputational damage.

~~Agora’s~~User-generated ~~hosting~~content ~~operations,~~can ~~including~~be a powerful engagement ~~the~~tool ~~miners~~for gaming platforms, ~~the~~allowing ~~housing~~players ~~infrastructure~~to express their creativity, ~~the~~share ~~land~~experiences, and ~~the~~build ~~facilities~~communities. asHowever, aif ~~whole~~BNC inimplements features ~~which~~that ~~its~~allow ~~miners~~users ~~are~~to ~~operated~~create and share content within its platform, ~~are~~it ~~subject~~opens itself up to certain risks. Players may create or ~~related~~share tocontent ~~uninsured~~that is inappropriate, offensive, or ~~underinsured~~violates ~~losses~~the intellectual property rights of others. This could include hate speech, graphic violence, sexual content, or copyrighted material used without permission. If BNC fails to properly moderate and ~~potential~~remove such content, it could face legal liabilities, such as lawsuits from affected parties or penalties from regulators. Moreover, the presence of offensive or inappropriate content on BNC’s platform could damage its reputation and ~~contingencies~~deter ~~for~~players ~~which~~and itpartners ~~may~~from ~~not~~engaging bewith ~~adequately~~the ~~prepared~~platform.

~~Agora’s~~Reliance ~~initial~~on ~~facilities~~professional ~~are,~~management ~~and any~~company: ~~future~~BNC’s ~~facilities~~engagement ~~it may establish will be, subject to a variety~~ of ~~risks relating to housing all of its operations, which include keeping expensive revenue-generating equipment at~~ a ~~single~~professional ~~physical~~management ~~location.~~company ~~Agora~~for ~~had~~industry ~~insurance~~expertise ~~covering general liability, but elected to forgo renewing the policy until it has clear visibility into the future viability of its hosting operations. If, upon reviewing this policy~~ and ~~commencing~~guidance ~~hosting~~creates ~~operations,~~a ~~the~~dependence ~~policy~~on ~~may~~their ~~not cover all potential losses fully or at all. For example~~knowledge, ~~Agora’s facilities~~ ~~could be rendered inoperable~~strategies, ~~temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on a facility. The security~~ and ~~other measures Agora takes to protect against these risks may not be sufficient~~execution. InAny ~~the~~shortcomings ~~event of an uninsured~~ or ~~under-insured~~misalignments ~~loss, including a loss~~ in ~~excess of insured limits, at any of~~ the ~~miners~~management ~~in Agora~~company’s ~~network,~~approach ~~such miners consigned to it for hosting by a third party, may not be adequately repaired in a timely manner or at all and Agora may lose some or all of the future revenues which~~ could ~~have~~impact ~~otherwise~~BNC’s ~~been derived from such miners. To the extent the miners~~decision-making, ~~the housing infrastructure in which~~ ~~they are held~~operations, or the land itself is permanently damaged, Agora may not be able to bear the cost of repair or replacement. Should any of these events transpire, Agora may not be able to recover, could lose a material amount of potential revenue, and ~~its~~overall ~~business and results of operations could be materially harmed as a result~~success.

33To navigate the complexities of the sweepstakes gaming industry and make informed strategic decisions, BNC has chosen to engage a professional management company with relevant industry expertise. While this collaboration can provide valuable insights, guidance, and operational support, it also creates a certain level of dependence on the management company’s knowledge, strategies, and execution capabilities. If the management company fails to provide accurate, up-to-date, or comprehensive industry information, it could lead BNC to make suboptimal decisions based on incomplete or misleading data. Moreover, if the management company’s strategic recommendations or execution plans are flawed, misaligned with BNC’s goals, or fail to adapt to changing market conditions, it could steer BNC in the wrong direction and hinder its growth and competitiveness. There is also a risk that BNC may become overly reliant on the management company’s expertise and lose the ability to develop its own internal knowledge and decision-making capabilities. This could leave BNC vulnerable if the management company’s performance declines, if key personnel leave, or if the relationship between BNC and the management company deteriorates.

~~Agora~~As ~~has~~BNC ~~had~~expands ~~difficulty~~into ~~and~~international ~~expects to continue~~markets, toit ~~have~~may ~~difficulty~~become ~~collecting~~exposed onto ~~its~~foreign ~~$4,250,000~~currency ~~note~~exchange ~~receivable~~rate ~~received~~fluctuations, inwhich ~~exchange~~could ~~for~~impact its ~~divestiture~~financial ofperformance ~~Trend~~and ~~Holdings~~cash flows.

~~Agora~~International ~~was~~expansion ~~issued~~is aan ~~Senior~~attractive ~~Secured Promissory Note~~growth byopportunity ~~Trend~~for ~~Ventures~~BNC, LPas onit ~~June~~allows ~~16,~~the ~~2022.~~company ~~The~~to ~~Trend~~tap ~~Ventures~~into ~~Note~~new ~~was~~player ~~the~~bases ~~consideration~~and ~~paid~~diversify toits ~~Agora~~revenue ~~for~~streams. ~~the~~However, ~~acquisition~~operating ofin ~~Trend Discovery~~multiple ~~Holdings.~~countries ~~The~~also ~~Trend~~exposes ~~Ventures~~BNC ~~Note~~to isforeign incurrency ~~the~~exchange ~~principal~~rate ~~amount of $4,250,000~~fluctuations. As ofBNC ~~the~~earns ~~date~~revenue ofand ~~this~~incurs ~~Annual~~expenses ~~Report,~~in ~~Agora~~various ~~has~~currencies, changes ~~not~~in ~~received any~~exchange ~~principal~~rates orcan ~~interest~~significantly ~~payments~~impact onits ~~this~~financial ~~note~~results. ~~Agora~~For ~~amended~~example, if the ~~note~~value onof ~~May~~a ~~15,~~foreign ~~2023~~currency toin ~~allow~~which ~~Trend~~BNC generates ~~Ventures~~substantial ~~additional~~revenue ~~time~~depreciates toagainst ~~obtain the~~BNC’s ~~necessary~~home ~~resources~~currency, ~~for~~it ~~repayment.~~could ~~See~~lead ~~Note~~to 25lower inreported ~~our~~earnings ~~consolidated~~and ~~financial~~reduced ~~statements~~profitability. Conversely, ~~for~~if ~~details~~the onvalue ~~the~~of ~~amendment.~~a ~~The~~foreign ~~Company has~~currency ~~fully~~in ~~reserved~~which ~~this~~BNC ~~note~~has ~~receivable~~significant ~~and~~expenses ~~accrued~~appreciates, ~~interest~~it ~~receivable~~could asincrease ofthe ~~March~~company’s costs ~~31,~~and ~~2023~~erode its margins.

~~Risks~~As ~~Relating~~BNC expands into new international markets, it may face challenges related to ~~Zest~~cultural ~~Labs~~differences, localization, regulatory compliance, and competition from local players.

AsInternational ~~the~~expansion ~~Company~~is ~~devotes~~a ~~substantially~~significant ~~all of~~growth ~~its~~opportunity ~~growth~~for ~~capital~~BNC, ~~towards~~but ~~building~~it ~~out~~also ~~the~~comes ~~Platform,~~with ~~there~~a ~~may~~unique beset ~~minimal~~of ~~remaining~~challenges. ~~growth~~Cultural ~~capital~~differences can impact player preferences, ifcommunication styles, ~~any~~and social norms, requiring BNC to ~~devote~~adapt ~~towards~~its ~~maintaining~~games and marketing strategies to resonate with local audiences. Localization efforts, ~~licensing,~~such oras ~~selling~~translating ~~Zest~~game ~~Lab’s~~content, ~~intellectual~~user ~~property~~interfaces, orand ~~towards~~customer ~~current~~support ormaterials, ~~future~~can ~~intellectual~~be ~~property~~time-consuming ~~litigation.~~and costly.

AsFailure ato ~~result~~properly oflocalize ~~the Company~~BNC’s ~~change~~offerings could result in ~~business strategy~~a assuboptimal ~~well~~player asexperience ~~capital~~and ~~constraints~~limited adoption in new markets. Additionally, ~~the~~each ~~Company~~international ~~has~~market ~~had~~may ~~limited~~have ~~resources~~its own toregulatory ~~devote~~framework togoverning ~~maintaining~~sweepstakes gaming, ~~licensing~~requiring orBNC ~~selling~~to ~~Zest~~navigate ~~Lab’s intellectual~~a ~~property~~complex web of compliance requirements. ~~Furthermore,~~Non-compliance with ~~the~~local ~~Company~~laws ~~has~~and ~~limited~~regulations ~~resources~~could lead to ~~devote~~legal topenalties, ~~current~~operational disruptions, and ~~future~~reputational ~~litigation~~damage. ~~other~~Moreover, ~~than~~BNC ~~that~~may ~~litigation~~face ~~which~~intense ~~has~~competition ~~been~~from ~~secured~~established ~~properly~~local byplayers who have a ~~litigation~~deeper ~~funding~~understanding ~~firm~~of the market, stronger brand recognition, and existing player bases. These local competitors may also have better relationships with regulators and local partners, putting BNC at a disadvantage.

~~Our ability to return shareholder value with respect to Zest Labs depends to a large extent on the outcome of the litigation related to protection of our intellectual property rights.~~27

AsRisks ~~previously~~related ~~disclosed,~~to in April 2021, a federal jury found in our favor on three claims and awarded us damages in our lawsuit against Walmart Inc. and judgment was entered in our favor that same month. For more information including disclosure on recent events, see Item 3. “Legal Proceedings” in this Report.RiskOn360

WeOur ~~expect~~dependence ~~that~~on ~~Walmart~~key ~~will~~speakers ~~appeal the District Court’s decision. Intellectual property~~ and ~~similar litigation is subject to uncertainty. There is no assurance that we will be~~attendees ~~successful~~may inadversely affect our ~~efforts~~conference’s ~~related~~impact toand ~~this~~overall ~~lawsuit or if we are, what amounts we will be able to recover~~success.

~~General~~The ~~Risks~~success of RiskOn360’s annual conference heavily relies on the participation of high-profile speakers and the attendance of key industry professionals. If RiskOn360 fails to secure the involvement of influential speakers or experiences a significant decline in attendee numbers, the conference’s impact and overall success may be adversely affected, potentially harming RiskOn360’s reputation and financial performance.

~~Our~~Prevailing ~~future~~economic ~~success~~and ~~depends~~market onconditions ~~our ability to~~may ~~retain~~influence ~~and~~the ~~attract~~demand ~~high-quality~~for ~~personnel,~~our ~~and~~conferences ~~the efforts, abilities~~ and ~~continued~~speaking ~~service of our senior management~~engagements.

~~Our~~The ~~future~~demand ~~success~~for ~~depends~~business onconferences ~~our~~and ~~ability to attract,~~speaking ~~hire,~~engagements ~~train~~may ~~and~~be ~~retain~~influenced aby ~~number~~prevailing ofeconomic ~~highly skilled employees~~ and onmarket ~~the service and performance of our senior management team and other key personnel for each of our subsidiaries particularly with the planned spin-offs~~conditions. ~~The~~In ~~loss~~times of ~~the~~economic ~~services~~uncertainty ~~of our executive officers~~ or ~~other~~downturn, ~~key~~companies ~~employees~~ and individuals ~~inadequate~~may ~~succession~~be ~~planning~~less ~~could~~willing ~~cause substantial disruption~~ to ~~our~~invest ~~business~~in ~~operations,~~attending ~~deplete~~conferences ~~our~~or ~~institutional knowledge~~hiring ~~base and erode our competitive advantage~~speakers, which ~~would~~could ~~adversely~~result ~~affect~~in ~~our~~reduced ~~business.~~revenue ~~Competition~~ for ~~qualified personnel possessing~~RiskOn360 ~~the skills necessary to implement our strategy is intense,~~ and wenegatively ~~may~~impact ~~fail~~its toability ~~attract or retain the employees necessary~~ to ~~execute~~organize ~~our business~~successful ~~model successfully~~events. ~~We do not have “key person” life insurance policies covering any of our executive officers.~~

~~Our~~RiskOn360 ~~success~~operates ~~will~~in ~~depend to~~ a ~~significant~~competitive ~~degree upon the continued efforts of our key management~~landscape, ~~engineering and other personnel, many of whom would be difficult to replace. In particular,~~ ~~we believe that our future success is highly dependent on the roles of the Company’s Chief Executive Officer (“CEO”)~~ and ~~Chief~~its ~~Financial~~market ~~Officer~~share ~~(“CFO”) as well as the shared staff in AAI that are currently managing BNC. In conjunction with the BNC transaction, the Company’s CEO, Randy May,~~ and ~~CFO,~~revenue Jay Puchir, plan to depart the Company in good standing at a future date when the Company’s preferred shareholder, AAI, elects to appoint new officers in the Company, presuming that Nasdaq permits AAI to make such appointments. Additionally, the key personnel in the Company’s core business in AAI are currently working in dual roles within AAI and may ~~not~~ be ~~able~~adversely toaffected ~~devote~~by ~~full~~other ~~time~~conferences ~~efforts~~and ~~towards BNC~~events.

~~Deterioration~~RiskOn360 ofoperates ~~global~~in ~~economic~~a ~~conditions~~competitive landscape, ~~could~~with ~~adversely~~numerous ~~affect~~companies ~~our~~organizing similar business conferences and events. If competitors are able to attract a larger audience, secure more prominent speakers, or offer more compelling content, RiskOn360’s market share and revenue may be adversely affected, potentially impacting the subsidiary’s long-term growth and profitability.

~~The~~Logistic ~~global economy~~ and ~~capital~~operational ~~and~~challenges ~~credit~~in ~~markets~~organizing ~~have experienced exceptional turmoil and upheaval over the past several years. Ongoing concerns about the systemic impact of potential long~~large-~~term~~scale ~~and~~conferences ~~widespread~~may ~~recession~~lead and potentially prolonged economic recovery, volatile energy costs, fluctuating commodity prices and interest rates, volatile exchange rates, geopolitical issues, including the recent outbreak of armed conflict in Ukraine, natural disasters and pandemic illness, instability in credit markets, cost and terms of credit, consumer and business confidence and demand, a changing financial, regulatory and political environment, and substantially increased unemployment rates have all contributed to ~~increased~~attendee ~~market volatility and diminished expectations for many established and emerging economies~~dissatisfaction, ~~including~~reputational ~~those in which we operate. Furthermore~~harm, ~~austerity~~ ~~measures that certain countries may agree to as part of any debt crisis or disruptions to major financial trading markets may adversely affect world economic conditions~~ and ~~have an adverse impact on our business. These general economic conditions could have a material adverse effect on our cash flow from operations, results of operations and overall~~ financial ~~condition~~losses.

34Organizing large-scale conferences involves significant logistical and operational challenges, such as venue selection, event management, and technology integration. Any disruptions, delays, or failures in the planning and execution of the annual conference could lead to attendee dissatisfaction, reputational harm, and financial losses for RiskOn 60 and, by extension, RiskOn itself.

The ~~availability,~~actions ~~cost~~ and ~~terms~~content ofpresented ~~credit~~at ~~also~~our conferences ~~have~~and ~~been~~speaking ~~and~~engagements may ~~continue~~impact ~~to be adversely affected by illiquid markets and wider credit spreads. Concern about~~ the ~~stability~~reputation of ~~the~~RiskOn360’s ~~markets generally,~~parent ~~and the strength of counterparties specifically~~company, ~~has led many lenders and institutional investors to reduce credit to businesses and consumers~~RiskOn. ~~These factors have led to a decrease in spending by businesses and consumers over the past several years, and a corresponding slowdown in global infrastructure spending.~~

~~Continued~~As ~~uncertainty~~a insubsidiary ~~the~~of ~~U.S.~~ROI, ~~and~~RiskOn360’s ~~international~~actions ~~markets~~ and ~~economies~~the ~~and~~content ~~prolonged~~presented ~~stagnation~~at inits ~~business~~conferences and ~~consumer~~speaking ~~spending~~engagements ~~may~~have ~~adversely~~the ~~affect~~potential ~~our~~to ~~liquidity~~impact ~~and~~the ~~financial~~reputation ~~condition, and~~of the ~~liquidity~~parent ~~and~~company. If ~~financial~~speakers ~~condition~~or ofattendees ~~our~~engage ~~customers~~in misconduct, ~~including~~express ~~our~~controversial ~~ability~~opinions, or if the conference content fails to ~~access~~meet ~~capital~~attendees’ expectations, ~~markets~~it could lead to negative publicity and ~~obtain~~reputational ~~capital~~harm ~~lease~~for ~~financing~~both RiskOn360 and ROI, potentially affecting their ability to ~~meet~~attract ~~liquidity~~future ~~needs~~speakers, attendees, and clients.

NoRisks ~~assurance~~related ofto ~~successful expansion of operations.~~askROI

~~Our~~General significant increase in the scope and the scale of our operations, including the hiring of additional personnel, has resulted in significantly higher operating expenses. We anticipate that our operating expenses will continue to increase. Expansion of our operations may also make significant demands on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. We cannot assure that significant problems in these areas will not occur. Failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. We cannot assure that attempts to expand our marketing, sales, manufacturing and customer support efforts will succeed or generate additional sales or profits in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, along with the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in its results of operations.Risks

IfOur wepre-revenue ~~cannot~~status ~~manage~~and ~~our~~evolving ~~growth effectively,~~business ~~our~~model ~~results~~make ofit ~~operations~~difficult ~~would~~to beevaluate ~~materially~~our future prospects and ~~adversely~~may ~~affected~~increase the risk of your investment.

WeaskROI, ~~experienced~~ a ~~significant~~product ~~change~~of inROII, ~~our~~is ~~business model~~still asin wethe ~~have~~pre-launch phase ~~shifted~~with ~~its~~plans ~~focus~~for ~~towards building out the Platform towards~~ a ~~revenue-generating~~limited ~~model~~Minimum ~~and~~Viable ~~away~~Product ~~from~~(“MVP”) ~~the~~release ~~legacy~~in ~~subsidiaries Agora~~July ~~and Zest Labs~~2024. ~~Our~~As ~~business~~a ~~model relies on our ability to generate~~ pre-revenue ~~through~~product ~~gaming and sweepstakes events~~ in the ~~metaverse, which is a nascent industry. Businesses that grow~~ rapidly ~~often have difficulty managing their growth while maintaining their compliance~~ ~~and~~evolving ~~quality~~AI-powered ~~standards.~~data Ifanalytics ~~we grow as rapidly as we anticipate~~market, weour ~~will~~ability ~~need~~ to ~~expand~~forecast our ~~management~~future byresults ~~recruiting~~of ~~and~~operations ~~employing~~is ~~additional executive~~extremely limited and ~~key~~subject ~~personnel~~to a ~~capable~~high degree of ~~providing the necessary support~~uncertainty. ~~There~~We ~~can~~have be no ~~assurance~~historical ~~that~~financial ~~our~~data ~~management,~~on ~~along~~which ~~with our staff, will be able~~ to ~~effectively~~base ~~manage~~projections, and our ~~growth.~~business ~~Our~~model ~~failure~~is tostill ~~meet the challenges associated with rapid growth could materially~~evolving ~~and~~as ~~adversely~~we ~~affect~~prepare for our ~~business~~initial ~~and~~market ~~operating results~~entry.

IfThe risks and uncertainties we ~~fail~~face toinclude ~~maintain~~uncertain market anreception, ~~effective~~potential ~~system~~delays in our planned release, scaling challenges, competitive pressures, regulatory hurdles, and rapid technological shifts that could potentially make aspects of ~~disclosure~~our ~~controls~~planned ~~and~~offering ~~internal~~obsolete ~~control~~before ~~over~~launch. ~~financial~~If ~~reporting~~our assumptions regarding these risks and uncertainties are incorrect, ~~our~~or ~~ability~~if we fail to ~~produce~~address ~~timely~~these ~~and~~challenges ~~accurate~~successfully, our eventual operating and financial ~~statements~~results could ordiffer ~~comply~~materially ~~with~~from ~~applicable~~our ~~regulations~~expectations, ~~could~~and beour ~~impaired.~~business would suffer.

WeOur ~~are~~lack ~~subject~~of tooperating ~~the~~history ~~reporting~~makes ~~requirements~~it ofexceptionally ~~the~~difficult ~~Exchange~~for ~~Act~~investors, analysts, and ~~the~~other ~~Sarbanes-Oxley~~stakeholders ~~Act~~to ~~which~~evaluate ~~require~~our business model, ~~among~~potential ~~other~~financial ~~things~~performance, ~~that~~and ~~public~~future prospects. Post-launch, we expect to face additional challenges typical of growing companies ~~maintain~~in ~~effective~~rapidly ~~disclosure~~changing ~~controls~~industries. Our ability to generate revenue and ~~procedures~~achieve profitability will depend on our ability to successfully launch, scale, and ~~internal~~continuously ~~control~~improve ~~over~~our ~~financial~~product in ~~reporting~~a competitive and fast-evolving market.

Although our management concluded that our disclosure controls and procedures were effective as of March 31, 2023, any failure to maintain effective controls or any difficulties encountered in their implementation or improvement in the future could cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which could result in loss of investor confidence and could have an adverse effect on our stock price.28

IfAs, ~~our~~ultimately, ~~accounting controls~~a ~~and~~product ~~procedures~~of ~~are~~a ~~circumvented~~public company, any setbacks or ~~otherwise~~delays ~~fail~~in toour ~~achieve~~launch ~~their~~plans ~~intended~~could ~~purposes,~~potentially ~~our~~impact ~~business~~the ~~could~~company’s bestock ~~seriously~~price ~~harmed~~and market perception. Investors should carefully consider these risks when evaluating ROII’s overall business and growth strategy.

WeIf ~~evaluate~~we ~~our~~fail ~~disclosure controls~~to ~~and~~innovate ~~procedures as of the end of each fiscal quarter, and annually review and evaluate our internal control over financial reporting~~ in ~~order~~response to ~~comply with the Commission’s rules relating to internal control over financial reporting adopted pursuant to the Sarbanes-Oxley~~changing ~~Act~~customer ofneeds ~~2002.~~and ~~Because~~new oftechnologies, ~~its~~our ~~inherent limitations~~business, ~~internal control over~~ financial ~~reporting may not prevent or detect misstatements. Also~~condition, ~~projections~~ ofand ~~any~~results ~~evaluation~~ of ~~effectiveness~~operations tocould future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain effective internal control over financial reporting or our management does not timely assess the adequacy of such internal control, we may be ~~subject to~~adversely ~~regulatory sanctions, and our reputation may decline~~affected.

35The AI and data analytics market is characterized by rapid technological change, frequent new product introductions, and evolving industry standards. Our ability to attract new customers, retain existing customers, and increase customer adoption depends on our ability to enhance our existing platform and introduce new features and functionality. To remain competitive, we must continuously:

~~Failure~~1. ofInvest ~~information~~in ~~technology~~research ~~systems~~and ~~or data security breaches~~development, including asbut ~~the~~not ~~result~~limited ofto ~~cyber~~taking ~~security~~measures ~~attacks, affecting us, our business associates, or our industry, may adversely affect our financial condition and operating results.~~to:

Weo ~~depend~~Allocate on information technology systems and services in conducting our business. We and others in the industries in which we operate use these technologies for internal purposes, including data storage and processing, transmissions, as well as in our interactions with our business associates. Examples of these digital technologies include analytics, automation, and cloud services. If any of our financial, operational, or other data processing systems are compromised, fail or have other significant ~~shortcomings,~~resources ~~it could disrupt our business, require us~~ to ~~incur~~hiring ~~substantial~~top ~~additional expenses,~~AI ~~result~~researchers ~~in potential liability or reputational damage or otherwise have a material adverse effect on our financial condition~~ and ~~operating results.~~engineers;

~~For~~o ~~example,~~Explore ~~the~~emerging ~~operator~~technologies ofsuch ~~the Colonial Pipeline was forced to pay $4.4 million in ransom to hackers~~ as ~~the~~quantum ~~result~~computing of a cyberattack disabling the pipeline for several days in May 2021. The attack also resulted in gasoline price increases and shortages across the East Coast of the United States. As we depend on the availability and price of gasoline in our transportation business, any significant increase in the price and/or ~~shortage~~neuromorphic ofhardware; ~~gasoline such as that experienced from the May 2021 cyberattack would have a material adverse effect on our business~~ and operating results. Additionally, our Agora operations depend on the functioning of Bitcoin mining computers and digital wallets maintained by third parties, which are also subject to enhanced risks of a cyberattack as a result.

~~Our~~o ~~limited~~Collaborate ~~ability~~with toacademic ~~protect~~institutions ~~our proprietary information and technology may adversely affect our ability~~ to ~~compete,~~stay ~~and~~at ~~our products could infringe upon~~ the ~~intellectual~~forefront ~~property rights~~ of ~~others,~~AI ~~resulting in claims against us, the results of which could be costly~~advancements.

~~Many of our products consist entirely or partly of proprietary technology owned by us~~2. ~~Although~~Enhance ~~we seek to protect~~ our ~~technology~~existing ~~through a combination of copyrights~~products, ~~trade~~including ~~secret~~but ~~laws and contractual obligations, these protections may~~ not belimited ~~sufficient~~ to ~~prevent~~taking ~~the~~measures ~~wrongful appropriation of our intellectual property, nor will they prevent our competitors from independently developing technologies that are substantially equivalent or superior~~ to our proprietary technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the U.S. In order to defend our proprietary rights in the technology utilized in our products from third party infringement, we may be required to institute legal proceedings, which would be costly and would divert our resources from the development of our business. If we are unable to successfully assert and defend our proprietary rights in the technology utilized in our products, our future results could be adversely affected.:

~~Although~~o weImprove attempt to avoid infringing known proprietary rights of third parties in our product development efforts, we may become subject to legal proceedings and claims for alleged infringement from time to time in the ~~ordinary~~accuracy ~~course of business. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention~~ and ~~resources,~~speed ~~require us to reengineer or cease sales~~ of our ~~products~~AI or require us to enter into royalty or license agreements which are not advantageous to us. In addition, parties making claims may be able to obtain an injunction, which could prevent us from selling our products in the U.S. or abroad.models;

~~Future~~o ~~sales~~Expand ~~of our common stock in~~ the ~~public market~~types ~~could lower the price~~ of ~~our~~data ~~common stock and impair~~ our ~~ability~~platform tocan ~~raise~~process ~~funds~~and inanalyze; ~~future securities offerings.~~and

Ofo ~~2,522,816~~Enhance ~~shares of common stock outstanding as of July10, 2023, approximately 2,212,944 shares are held by investors who are not~~ our ~~affiliates or~~user ~~holders~~interface offor ~~restricted~~improved ~~stock.~~usability ~~Of these 2,522,816 shares, 2,329,420 shares are unrestricted freely tradeable stock~~ and ~~193,396 shares are being held as restricted shares~~productivity. The remaining shares may be sold subject to the volume limits of Rule 144 which limits sales by any affiliate to the greater of 1% of outstanding shares in any three-month period or the average weekly trading volume over a four-week period. Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through an offering of our securities.

~~The~~3. ~~price~~Identify ofand ~~our~~respond ~~common~~to ~~stock~~emerging isindustry ~~subject to volatility~~trends, including ~~for~~but ~~reasons~~not ~~unrelated~~limited to ~~our~~taking ~~operating~~measures ~~performance, which could lead~~ to ~~losses by investors and costly securities litigation.~~:

~~The~~o ~~trading~~Monitor ~~price~~changes ~~of our common stock is likely to be highly volatile and could fluctuate~~ in ~~response~~regulatory toenvironments athat ~~number~~might ofcreate ~~factors,~~new ~~some~~requirements ofor ~~which may be outside our control, including but not limited to, the following factors:~~opportunities;

●o ~~future~~Adapt ~~developments~~to ~~within~~shifts ~~BNC~~in ordata ~~the~~storage ~~Platform~~ and ~~the~~processing ~~results~~paradigms; ~~of any shareholder vote on the BNC transaction~~ and ~~any Nasdaq listing concerns arising from the BNC transaction;~~

●o Anticipate changes in ~~market~~business ~~valuations~~practices ofdriven ~~companies~~by inglobal ~~the~~events ~~nascent~~or ~~metaverse~~economic ~~industry;~~shifts.

●4. ~~future~~Anticipate ~~events~~and ~~related~~adapt to ~~the~~changing ~~market~~customer ~~for~~needs, ~~Bitcoin~~ including ~~regulation;~~but not limited to taking measures to:

36o Regularly gather and analyze customer feedback;

●o ~~the~~Conduct ~~timing~~market ~~and~~research ~~record~~to ~~dates~~identify ~~regarding~~unmet ~~the~~needs ~~Company’s~~or ~~announced~~emerging ~~spin-offs~~use cases; and

●o ~~regulatory~~Develop ~~initiatives~~industry-specific ~~from~~solutions ~~the~~to ~~Biden~~address ~~Administration;~~unique sectoral challenges.

●However, ~~specific~~we ~~regulations~~face ~~relating~~several tochallenges ~~the~~in ~~nascent~~maintaining ~~industry~~what ofwe ~~gaming~~believe to orbe ~~sweepstakes~~our ~~games~~innovative ~~in the metaverse;~~edge:

● ~~announcements~~Difficulty ofpredicting ~~developments~~future bychanges usin orcustomer ~~our competitors~~requirements;

● ~~the~~Constraints ~~continuation~~on offinancial ~~the~~and ~~stock~~personnel ~~market~~resources ~~slump,~~for ~~rising~~research ~~interest rates,~~ and ~~any related adverse events affecting the economy~~development;

● ~~announcements~~Technical bychallenges usin ordeveloping ~~our~~new ~~competitors~~features ofand ~~significant acquisitions, strategic partnerships, joint ventures, capital commitments, significant contracts, or other material developments that may affect our prospects~~functionality;

● ~~the~~The ~~results~~potential offor ~~the~~new ~~Walmart~~technologies ~~litigation~~to disrupt our market position; and

● ~~actual~~The risk that our new products or ~~anticipated~~enhancements ~~variations~~may innot ~~our~~achieve ~~operating~~market ~~results;~~acceptance.

●If ~~adoption~~we ofare unable to enhance our platform to keep pace with these rapidly evolving customer requirements, or if new ~~accounting~~technologies ~~standards~~emerge ~~affecting~~that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely, our ~~industry;~~business, financial condition, and results of operations could be adversely affected. We may incur significant costs in our attempts to enhance our products and develop new offerings, and we may not realize returns on these investments.

●As ~~future~~a ~~planned~~product ~~departures~~ of ~~the~~a ~~Company~~public company, our ability to innovate and stay competitive directly impacts our company’s ~~CEO~~market position and stock performance. Failure to maintain technological leadership could result in loss of market share, ~~CFO~~decreased revenue, and ~~CAO~~potential towrite-downs beof ~~replaced~~investments byin ~~appointees~~research byand ~~AAI~~development, all ~~the~~of ~~Company~~which could negatively affect our company’s ~~most~~financial ~~significant~~results ~~shareholder;~~and investor confidence.

~~● additions or departures of other key personnel or directors;~~29

●Business-related ~~sales~~and ofOperational ~~our common stock or other securities in the open market; and~~Risks

●Our ~~other~~reliance ~~events~~on ora ~~factors,~~licensed ~~many~~LLM offrom ~~which~~a ~~are~~third-party provider ~~beyond~~exposes us to significant risks that could materially and adversely affect our ~~control~~business, financial condition and results of operations.

The ~~stock~~core ~~market~~of isaskROI’s ~~subject~~technology tois ~~significant~~a ~~price~~licensed ~~and~~LLM ~~volume~~from ~~fluctuations~~MeetKai. InThis ~~the~~reliance ~~past,~~on ~~following~~a ~~periods~~third ofparty’s ~~volatility~~technology infor ~~the~~a ~~market~~critical ~~price~~component of aour ~~company’s~~platform ~~securities,~~exposes ~~securities class~~us ~~action~~to ~~litigation~~several ~~has~~risks. These ~~often~~include ~~been~~the ~~initiated~~possibility ~~against~~of ~~such~~termination aor ~~company.~~unfavorable ~~Litigation~~alteration ~~initiated~~of ~~against~~the uslicensing agreement, ~~whether~~which orcould ~~not~~potentially ~~successful, could~~compromise ~~result~~our inentire ~~substantial~~product ~~costs~~offering. ~~and~~We ~~diversion~~may ofbe ~~our~~forced ~~management’s~~to ~~attention~~suspend ~~and~~our ~~Company resources~~services, ~~which~~significantly ~~could~~alter ~~harm~~ our ~~business~~technology ~~and financial~~stack, ~~condition~~or even cease operations entirely.

~~You~~The ~~will~~quality ~~experience~~and ~~dilution~~competitiveness ifof wethe ~~issue~~LLM ~~additional~~is ~~equity~~also ~~securities~~crucial. inIf ~~future~~the ~~financing~~LLM ~~transactions~~provider orfails ~~under~~to ~~derivative~~maintain ~~securities~~the ~~outstanding~~quality asand competitiveness of their technology, it would materially and adversely effect the ~~date~~performance of ~~this~~our ~~Report~~platform, potentially leading to customer dissatisfaction, loss of business, and damage to our reputation. We may also face limitations in customizing or optimizing the LLM for our specific needs, potentially limiting our ability to differentiate our offering in the market.

WeFinancial ~~have~~risks ~~stock options and warrants outstanding that~~ are ~~exercisable~~also ~~for~~significant. ~~shares~~The ~~of our common stock, and as a result of our sale of Series A Preferred Stock in June of 2022 to Ault Lending,~~LLM aprovider ~~wholly~~may ~~owned~~increase ~~subsidiary~~licensing ~~of AAI~~fees, ~~Ault~~which ~~Lending~~ could ~~convert~~materially ~~additional shares of the Series A~~ and ~~cause~~adversely ~~dilution~~affect toour ~~the~~profit ~~Company’s other investors~~margins. ToIf ~~the~~we ~~extent~~are ~~that~~unable ~~such~~to ~~outstanding~~pass ~~securities~~these ~~are~~increased costs ~~converted~~onto ~~into shares of~~ our ~~common stock~~customers, orit ~~securities~~could ~~are~~materially ~~issued in~~and ~~future~~adversely ~~financings,~~impact our ~~investors~~financial ~~may experience dilution with respect to their investment in us~~performance.

~~Future~~Security ~~changes~~is another major concern. Any security vulnerabilities or bugs in the ~~fair~~LLM ~~value~~could ofexpose ~~outstanding~~our customers’ data to risks. A significant data breach or security incident related ~~warrants~~to the LLM could result in ~~volatility~~legal ofliability, ~~our~~regulatory ~~reported~~scrutiny, ~~results~~loss of ~~operations~~customer trust, and reputational damage.

~~Because of the derivative liability caused by our outstanding warrants~~Lastly, ~~the~~we ~~increase~~are ordependent ~~decrease~~on ~~in our common stock price each quarter (measured from~~ the ~~first~~LLM ~~day to the last day)~~provider’s isbusiness ~~either~~continuity. aAny ~~non-cash~~significant ~~expense~~disruption orin ~~income.~~their ~~If the price rises~~operations, wewhether ~~are~~due ~~required~~ to ~~report~~technical ~~the expense~~issues, ~~which~~financial ~~increases~~difficulties, ~~our~~or ~~actual operating~~other ~~loss.~~factors, ~~Contrarily~~could amaterially ~~price~~and ~~decrease~~adversely inour aability ~~given quarter will cause us~~ to ~~report~~provide ~~income.~~services ~~The risk is principally that investors will react~~ to our ~~reported bottom line, which will increase volatility in our stock price~~customers.

~~Because~~If weany ~~can~~of ~~issue~~these ~~“blank~~risks ~~check”~~materializes, it could result ~~preferred~~in ~~stock~~substantial ~~without~~disruption ~~shareholder~~to ~~approval~~our service, itloss ~~could~~of ~~adversely~~competitive ~~impact~~advantage, significant financial losses, damage to our reputation, legal liability, and the ~~rights~~need ofto ~~holders~~fundamentally ofalter our ~~common~~technology ~~stock~~stack and business model. Our ability to mitigate these risks may be limited, and the process of finding and integrating an alternative LLM provider, if necessary, could be time-consuming, costly, and ultimately unsuccessful.

~~Under~~Our ~~our~~dependence ~~Articles~~on ofa ~~Incorporation,~~third-party ~~subject~~developer tofor ~~the approval of the Series A holder, Ault Lending,~~ our ~~Board~~customer-facing ofplatform ~~Directors,~~ may ~~approve~~expose anus ~~issuance of up~~ to ~~5,000,000~~operational shares of “blank check” preferred stock without seeking shareholder approval, though in certain cases Nasdaq approval could be required. Any additional shares of preferred stock that we issue in the future may rank ahead of our common stock in terms of dividend or liquidation rights and ~~may~~ ~~have~~competitive ~~greater voting rights than our common stock~~risks. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, which would dilute the value of common stock to current shareholders and could adversely affect the market price of our common stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company. Although we have no present intention to issue any additional shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

37The development of askROI’s customer-facing platform is being conducted by MeetKai, a third-party developer. This arrangement exposes us to several risks that could materially and adversely affect our operations and competitive position. We may have limited control over the development process, potentially resulting in delays in product launches or feature releases, quality issues that do not meet our standards or customer expectations, and misalignment between the developed platform and our vision or market needs.

~~The~~There ~~requirements~~are ofsignificant ~~being~~delivery arisks ~~public company~~associated with this arrangement. The developer may ~~strain~~fail to deliver the platform according to our ~~resources,~~specifications ~~divert~~or ~~management’s~~timeline, ~~attention~~which ~~and~~could ~~affect~~delay our market ~~ability~~entry, force us to ~~attract~~launch ~~and~~an ~~retain~~incomplete ~~qualified~~or ~~board~~suboptimal ~~members~~product, or cause us to miss critical market opportunities.

WeOperational disruptions are aanother ~~public~~concern. ~~company and subject to the reporting~~Any ~~requirements~~interruption ofin the ~~Exchange~~developer’s ~~Act,~~operations ~~and~~could ~~the~~severely ~~Sarbanes-Oxley~~disrupt ~~Act of 2002. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to~~ our business ~~and financial condition~~plans. ~~The~~This Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. For example, Section 404 of the Sarbanes-Oxley Act requires that our management report on the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. If we fail to maintain compliance under Section 404, or if our internal control over financial reporting continues to not be effective as defined under Section 404, we could be ~~subject~~due to ~~sanctions~~financial ~~or investigations by the NYSE American, the Commission,~~difficulties ~~or other regulatory authorities. Furthermore, investor perceptions~~ of ~~our~~the ~~company may suffer~~developer, ~~and~~key ~~this~~personnel ~~could~~changes ~~cause a decline~~ in the ~~market price~~developer’s of our common stock. Any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficientlyorganization, ~~it could harm our operations, financial reporting~~ or ~~financial~~the ~~results~~developer’s ~~and~~shift ~~could result~~ in an adverse opinion on internal controls from our independent auditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements, which will increase costs. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being a public company, which may divert attention from other business ~~concerns,~~focus ~~which~~or ~~could have a material adverse effect on our business, financial condition and results of operations~~strategy.

IfWe ~~securities~~may oralso ~~industry~~face ~~analysts~~challenges doin ~~not~~maintaining ~~publish~~and ~~research~~updating orthe ~~reports~~platform ~~about~~post-development. ~~our~~This ~~business,~~could orinclude ifdifficulty ~~they~~in ~~change~~making ~~their~~quick ~~recommendations~~changes ~~regarding~~or ~~our~~updates ~~stock~~to ~~adversely~~respond to market demands, potential ~~our~~conflicts ~~stock~~over ~~price~~ongoing support and ~~trading~~maintenance responsibilities, and challenges in knowledge transfer from the developer to ~~volume~~our ~~could~~internal ~~decline~~teams.

~~The~~Intellectual ~~trading~~property ~~market~~concerns ~~for~~are ~~our~~also ~~common~~significant. While ~~stock~~we will ~~be influenced~~own by the ~~research~~customer-facing ~~and~~platform, ~~reports~~there ~~that~~may ~~industry~~be orrisks ~~securities~~related ~~analysts~~to ~~publish~~ensuring ~~about~~all usIP orrights ~~our~~are ~~business.~~properly ~~Our~~transferred ~~research~~to ~~coverage~~us, bypreventing ~~industry~~the ~~and~~developer ~~financial~~from ~~analysts~~using ~~is currently limited. Even if~~ our ~~analyst~~proprietary ~~coverage~~information ~~increases,~~for ifother ~~one or more of the analysts who cover us downgrade our stock~~clients, ~~our~~and ~~stock~~potential ~~price~~disputes ~~would~~over ~~likely~~ownership ~~decline. If one or more~~ of ~~these~~innovations ~~analysts~~made ~~cease coverage of our company or fail to~~during ~~regularly publish reports on us, we could lose visibility in~~ the ~~financial~~development ~~markets, which in turn could cause our stock price or trading volume to decline~~process.

~~The~~Lastly, ~~elimination~~the involvement of ~~monetary~~a ~~liability~~third ~~against~~party in developing our ~~directors,~~platform ~~officers~~may ~~and~~introduce ~~employees~~security ~~under~~risks, ~~law~~including ~~and~~potential ~~the~~backdoors ~~existence of indemnification rights for~~ or ~~obligations~~vulnerabilities tounknowingly ~~our~~introduced ~~directors,~~during ~~officers~~development and ~~employees~~challenges ~~may result~~ in ~~substantial~~ensuring ~~expenditures~~the bydeveloper usadheres ~~and~~to ~~may~~our ~~discourage~~security ~~lawsuits~~standards ~~against~~throughout ~~our~~the ~~directors,~~development ~~officers and employees~~process.

Our articles of incorporation contains a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.30

WeIf doany ~~not~~of ~~anticipate~~these ~~paying~~risks ~~dividends~~materializes, onit ~~our~~could significantly ~~common~~impair ~~stock~~our ability to launch, operate, and scale our service effectively. This could lead to delays in market entry, ~~accordingly~~quality issues, ~~stockholders~~customer dissatisfaction, ~~must~~and ~~rely~~ultimately, onloss ~~stock~~of ~~appreciation~~market ~~for~~share ~~any~~and ~~return~~revenue. onMoreover, ~~their~~if ~~investment~~we need to switch developers or bring development in-house, it could result in substantial costs, delays, and operational disruptions.

WeIf ~~have~~we ~~never~~fail ~~declared or paid cash dividends on our common stock and do not expect~~ to doeffectively sodevelop ~~in the foreseeable future. The declaration of dividends is subject to the discretion of our Board~~ and ~~will~~expand ~~depend on various factors, including~~ our ~~operating~~sales ~~results, financial condition, future prospects~~ and ~~any other factors~~marketing ~~deemed~~capabilities, ~~relevant by~~ our ~~Board.~~ability ~~You~~to ~~should~~increase ~~not rely on an investment in~~ our ~~company~~customer ifbase ~~you~~and ~~require~~achieve ~~dividend~~broader ~~income from your investment in our company. The success of your investment will likely depend entirely upon any future appreciation of the~~ market ~~price~~acceptance of our ~~common stock,~~products ~~which~~could isbe ~~uncertain and unpredictable~~harmed. ~~There is no guarantee that our common stock will appreciate in value.~~

~~Because~~Our ~~the~~future ~~COVID-19~~success ~~pandemic~~depends ~~has~~on ~~had~~our aability ~~material~~to effectively ~~adverse~~develop ~~effect~~and onexpand ~~the~~our ~~economy,~~sales ~~the~~and ~~uncertainty~~marketing ~~relating~~capabilities. toAs ~~its~~the ~~continuation~~prospective ~~may~~seller ~~have~~of a ~~future~~new ~~adverse~~product ~~effect~~in onthe ~~our business~~market, ~~results~~we need to substantially ofexpand our sales and marketing operations, to increase our customer base and ~~future~~achieve ~~prospects~~broader market acceptance of askROI. We face several challenges in this area.

~~The~~Expanding ~~global~~our ~~COVID-19~~sales ~~pandemic~~ and ~~the~~marketing ~~unprecedented~~team presents ~~actions~~significant ~~taken~~hurdles. byWe ~~U.S.~~need ~~federal~~to hire, ~~state~~develop, and ~~local~~retain ~~governments~~talented sales and ~~governments~~marketing ~~around~~personnel who can effectively communicate the ~~world~~benefits of inour ~~order~~AI-powered toplatform. ~~stop~~This ~~the~~is ~~spread~~challenging ofbecause ~~the~~competition ~~virus~~for ~~had a~~talented ~~profound~~sales ~~impact~~and onmarketing professionals in the ~~U.S.~~AI and ~~global~~data analytics ~~economy~~space is intense, ~~disrupting~~it ~~global~~takes ~~supply~~time ~~chains~~for new hires to become fully productive, and ~~creating~~we ~~significant~~may ~~volatility~~face inhigh ~~the~~turnover ~~financial~~rates as competitors ~~markets~~attempt to poach our talent.

38Developing effective sales strategies is crucial but complex. We need to create and implement strategies that effectively convey the value proposition of askROI. This is complicated by the complex and technical nature of our product, the need to tailor our approach for different industries and customer sizes, and the challenge of differentiating ourselves in a crowded market.

~~While~~Creating ~~COVID-19~~impactful ~~seems~~marketing tocampaigns norequires substantial ~~longer~~investment ~~threaten~~in ~~the economy~~various asmarketing ~~it did~~channels, ~~supply~~continuously ~~chain~~refining ~~shortages~~our ~~seem~~messaging toas ~~have~~we ~~evolved~~learn ~~from~~more ~~COVID-19.~~about ~~Moreover~~our market, ~~the~~and ~~risk of a serious new COVID~~balancing brand-19building ~~strain~~efforts orwith ~~other serious~~direct ~~virus~~response ~~evolving remains~~marketing.

~~Disruptions~~As ~~and/or~~we ~~uncertainties~~grow, ~~related~~we’ll need to ~~a new~~expand ~~strain~~into ofnew industries ~~COVID-19~~and ~~for~~geographic amarkets ~~sustained~~where ~~period~~we ~~of time could~~ have avirtually ~~material~~no ~~adverse impact on our business, results of operations and financial condition~~experience. ~~Supply~~This ~~chain~~presents ~~delays~~challenges ~~and shortages of Bitcoin miners and other equipment~~ such as ~~transformers~~understanding ~~may~~and ~~adversely~~adapting ~~affect~~to ~~BitNile~~new ~~especially~~market ~~its~~dynamics, ~~plans~~tailoring toour ~~further~~product ~~develop~~ and ~~monetize~~messaging ~~its~~to ~~metaverse~~new ~~business.~~customer ~~Increased transportation~~segments, ~~electrical supply, labor or other costs which may result from COVID-19 could have a material adverse effect on our financial condition,~~ and ~~results~~navigating ofunfamiliar ~~operations~~regulatory environments.

~~Furthermore,~~Managing ~~the~~a ~~effect~~growing ofsales ~~another~~and ~~serious~~marketing ~~COVID-19~~organization ~~outbreak~~brings onits ~~financial~~own ~~markets~~set ~~and~~of onchallenges, ~~our~~including ~~Company~~maintaining ~~may~~a ~~limit~~consistent ~~our~~culture ~~ability~~and tolevel ~~raise~~of ~~additional~~quality ~~capital~~across in the ~~future~~organization, ~~on the terms acceptable~~implementing toeffective ustraining atprograms, ~~the~~and ~~time~~creating weand ~~need~~maintaining ~~it,~~efficient orprocesses atand ~~all~~systems.

~~ITEM~~Lastly, 1Bparticularly for large enterprises, our sales cycles can be long and complex, requiring significant time and resources with no guarantee of success. ~~UNRESOLVED~~This ~~STAFF~~can ~~COMMENTS~~strain our sales resources and make it difficult to forecast revenue accurately.

~~Because~~If we are unable to effectively expand and develop our sales and marketing capabilities, we may not be able to attract new customers at the rate we need to grow our business, our customer acquisition costs may increase, impacting our profitability, we may struggle to expand into new markets or industries, and our brand recognition and market presence may not grow as anticipated. Failure to address these challenges could materially and adversely affect our business, financial condition and results of operations. Moreover, as a ~~smaller~~product ~~reporting~~of a public company, ~~this~~askROI’s performance in expanding its ~~section~~customer isbase ~~not~~and ~~applicable~~market presence can have a direct impact on the company’s stock price and investor relations.

~~ITEM~~The 2.AI ~~PROPERTIES~~and data analytics markets are highly competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.

~~Headquarters~~We operate in the rapidly evolving and highly competitive markets of AI and data analytics. As these markets continue to mature and new technologies and competitors enter the markets, we expect competition to intensify. Our competitors include large, well-established public cloud providers that generally compete in all of our markets, less-established public and private cloud companies with products that compete in some of our markets, other established vendors of legacy database solutions or big data offerings, and new or emerging entrants seeking to develop competing technologies.

~~The~~Most ~~Company~~of ~~currently~~our ~~leases~~competitors ~~office~~have ~~space~~significant ~~in San~~competitive ~~Antonio~~advantages over us, ~~Texas~~including ~~for~~greater ~~its~~brand ~~headquarters~~recognition ~~but~~and ~~recently~~larger ~~subleased~~customer ~~the~~bases, ~~office~~more ~~space~~extensive ~~out~~financial, tooperational aand ~~new~~technical resources, ~~tenant~~longer asoperating histories and more established relationships in the ~~Company~~industry, isbroader ~~minimizing~~global ~~its~~presence ~~office~~and larger sales and ~~space~~marketing tobudgets, ~~save~~more diverse product and services offerings, lower labor and research and development costs., ~~The~~larger ~~current~~and more mature intellectual property ~~lease~~portfolios, ~~runs~~and ~~through~~greater ~~November~~resources ~~2023~~to make strategic acquisitions.

The ~~Company~~competitive ~~currently~~risks ~~leases~~we ~~space~~face ~~through~~are ~~October~~substantial. Rapid ~~2026~~innovation by competitors may make our technology obsolete or less relevant. Competitors may be able to respond more quickly to new or emerging technologies, as well as the demand therefor, and changes in ~~Charleston~~customer requirements. We may face pricing pressures that drive down any revenue we may generate or make it difficult to achieve profitability, if any. Additionally, competitors may develop deeper ~~South~~relationships ~~Carolina~~with ~~for~~our ~~Agora’s~~potential ~~offices~~customers through more extensive sales and marketing operations or broader product offerings.

~~Bitcoin Mining Facilities~~31

~~Agora~~If ~~owns~~we aare ~~separate~~unable ~~parcel~~to ofcompete 20effectively ~~acres in West Texas which it purchased~~ for ~~$250,000 on January 3, 2022,~~ any of ~~which~~these ~~$125~~reasons,~~000~~ ~~was~~we ~~paid~~may ~~for~~fail ~~by PPM~~ to ~~assist~~attract inand ~~the~~retain ~~funding~~customers, asour ~~Agora~~revenue ~~goes through~~growth ~~the~~may ~~registration~~slow, ~~statement~~or ~~process.~~we ~~Agora~~may ~~has~~experience noa ~~obligation~~decline toin ~~repay PPM and they have no ownership of the land~~revenue. ~~Agora has an~~ ~~option~~This tocould ~~sell~~materially ~~back~~and ~~this~~adversely ~~land~~affect toour ~~the~~business, ~~sellers~~financial atcondition ~~$400~~and ~~per~~results ~~acre upon cessation~~ of ~~the land being used as a data center. Agora intends to use the land for its Bitcoin mining~~ operations.

WeIf ~~currently~~we ~~anticipate~~are ~~that~~unable ~~the~~to ~~current~~attract ~~leased~~new customers and ~~space~~increase ~~will~~customer beadoption ~~sufficient~~of toour ~~support~~platform, our ~~current~~business, financial condition and ~~foreseeable~~results ~~future~~of ~~needs~~operations will be adversely affected.

~~ITEM~~Our 3success depends on our ability to attract new customers and increase their usage of our platform over time. ~~LEGAL~~However, ~~PROCEEDINGS~~we face several challenges in customer acquisition and retention. Our sales cycles, especially for large enterprises, can be lengthy and complex due to the need for extensive education about our AI-powered platform, multiple stakeholders involved in purchasing decisions, rigorous security and compliance reviews, and competition from incumbent solutions and other new technologies.

~~Litigation~~Potential ~~Matters~~customers may be hesitant to adopt a new AI-powered platform due to concerns about the reliability and accuracy of AI-generated insights, data security and privacy worries, the need for significant changes to existing workflows and systems, and uncertainty about the long-term viability of new AI technologies.

~~The~~We ~~Company~~need isto ~~involved~~continuously indemonstrate ~~litigation~~the ~~arising~~value ~~from~~and ~~other~~return ~~matters~~on ininvestment ~~the ordinary course~~ of ~~business.~~our Weplatform ~~are regularly subject~~ to ~~claims,~~drive ~~suits,~~adoption ~~regulatory~~ and ~~government~~increased ~~investigations, and~~usage. ~~other~~This ~~proceedings~~requires ~~involving~~developing ~~labor~~clear and ~~employment,~~compelling ~~commercial~~use ~~disputes,~~cases for ~~and~~different ~~other matters. Such claims~~industries, ~~suits,~~providing ~~regulatory~~robust ~~and~~analytics ~~government investigations,~~to ~~and~~show ~~other~~the ~~proceedings~~impact ~~could~~of ~~result~~our ~~in fines~~platform, ~~civil~~and ~~penalties,~~continuously orimproving ~~other~~our ~~adverse~~platform ~~consequences~~to deliver increasing value.

~~Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts.~~ We ~~record~~face aintense ~~liability~~competition ~~when~~from weboth ~~believe that it is probable that a loss has been incurred~~established ~~and~~players ~~the amount can be reasonably estimated. If we determine that a loss is reasonably possible~~ and ~~the~~new ~~loss~~entrants, orwhich ~~range of loss~~ can bemake ~~estimated, we~~it ~~disclose~~difficult ~~the~~to ~~reasonably~~differentiate ~~possible~~our ~~loss.~~product Weofferings, ~~evaluate~~put ~~developments~~pressure inon our ~~legal~~pricing ~~matters that could affect the amount of liability that has been previously accrued,~~ and ~~the matters and related reasonably possible losses disclosed~~margins, and ~~make~~lead ~~adjustments as appropriate. Significant judgment is required~~ to ~~determine~~customer ~~both~~churn ~~likelihood~~if ofcompetitors ~~there~~offer ~~being~~perceived ~~and the estimated amount of a loss related to such matters~~advantages.

~~With~~The ~~respect~~rapidly toevolving ~~our~~nature ~~other~~of ~~outstanding~~AI ~~matters, based~~and ondata ~~our~~analytics means ~~current~~that ~~knowledge,~~customer weneeds ~~believe~~and ~~that~~expectations ~~the~~are ~~amount~~constantly orchanging. ~~range~~We ofmust ~~reasonably~~continuously ~~possible~~adapt ~~loss~~our ~~will~~platform ~~not,~~to ~~either~~meet ~~individually~~new ~~or in aggregate~~requirements, ~~have~~anticipate afuture ~~material~~needs ~~adverse~~before ~~effect~~they onare ~~our~~explicitly ~~business,~~expressed ~~consolidated~~by ~~financial position~~customers, ~~results~~and ofbalance ~~operations, or cash flows. However,~~ the ~~outcome~~ needs of ~~such~~different ~~matters~~customer ~~is inherently unpredictable and subject to significant uncertainties~~segments.

●Even Onafter ~~August~~acquiring 1,a ~~2018~~customer, ~~Ecoark~~we ~~and~~will ~~Zest~~face challenges ~~Labs filed a complaint against Walmart Inc.~~ in ~~the~~driving ~~United~~adoption ~~States~~and ~~District~~usage ~~Court~~across ~~for~~their ~~the Eastern District of Arkansas, Western Division~~organization. ~~The~~This ~~complaint~~ includes ~~claims~~overcoming ~~for~~resistance ~~violation~~to ofchange ~~the~~from ~~Arkansas Trade Secrets Act~~end-users, ~~violation~~providing effective oftraining ~~the Federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith~~ and ~~fair dealing~~support, ~~conversion~~ and ~~fraud.~~ensuring On April 9, 2021, a Little Rock, Arkansas jury awarded Ecoark and Zest Labs a total of $115 million in damages (subsequently reduced to $110 million) which includes $65 million in compensatory damages (subsequently reduced to $60 million) and $50 million in punitive damages and found Walmart Inc. liable on three claims. The federal jury found that ~~Walmart~~our ~~Inc.~~platform ~~misappropriated~~integrates ~~Zest~~seamlessly ~~Labs’ trade secrets, failed to comply~~ with aexisting ~~written~~tools ~~contract,~~ and ~~acted willfully and maliciously in misappropriating Zest Labs’ trade secrets~~workflows. We expect Walmart to continue to vigorously defend the litigation and to oppose the verdict in post-trial motions and an appeal. The Company has filed post-trial motions to add an award for its attorneys’ fees as the prevailing party in the litigation. In addition to other post-trial motions, Walmart, Inc. has filed a renewed motion for judgment as a matter of law or, in the alternative, for remittitur or a new trial. As of the date of this Report, the court has allowed post-trial discovery but has not ruled on the motion for new trial.

39If we fail to attract and retain customers, we may experience slower revenue growth than anticipated, higher customer acquisition costs, difficulty in achieving economies of scale, and challenges in attracting investor confidence and additional capital. Additionally, our business model relies on customers increasing their usage of our platform over time. If customers do not increase their usage due to factors such as dissatisfaction with our platform’s performance or reliability, competitive offerings, budget constraints, or changes in their data analytics needs, our financial condition and results of operations will be materially and adversely affected.

●Our Oninitial ~~September~~focus ~~21,~~on ~~2021, Ecoark Holdings and Zest Labs filed a complaint against Deloitte Consulting, LLP (“Deloitte”) in~~ the ~~Eight~~North ~~Judicial~~American ~~District~~market may ~~Court~~limit inour ~~Clark~~growth ~~County,~~potential ~~Nevada. The complaint was for violation of the Nevada Uniform Trade Secret Act~~ and ~~was~~increase ~~also~~our ~~seeking~~vulnerability ato ~~preliminary~~regional ~~and~~economic ~~permanent injunction, attorney’s fees,~~ and ~~punitive~~regulatory ~~damages~~factors. Zest Labs began working with Deloitte in 2016, in a confidential matter in a pilot program that Zest Labs had been engaged for by Walmart. Zest Labs engaged in significant discussions, presentations, demonstrations, and information downloads with Deloitte who specifically acknowledged that this information was confidential. In June 2023, this case was dismissed.

● On April 22, 2022, BitStream Mining and Ecoark Holdings were sued in Travis County, Texas District Court (Docket #79176-0002) by Print Crypto Inc. in the amount of $256,733.28 for failure to pay for equipment purchased to operate BitStream MiningaskROI’s ~~Bitcoin~~current ~~mining~~strategy ~~operation.~~centers ~~The~~on ~~defendants~~establishing a ~~intend~~strong toposition ~~vigorously defend themselves and have filed counterclaims~~ in the ~~353rd~~North ~~Judicial~~American ~~District in Travis County~~market, ~~Texas~~leveraging onour ~~May~~exclusive 6,licensing ~~2022~~agreement for ~~fraudulent~~advanced ~~inducement,~~LLM ~~breach of contract, and for payment of attorney’s fees and costs~~technology. ~~The~~While ~~Company~~this ~~provided~~focused approach ~~additional~~has ~~documents~~advantages, toit ~~our~~also ~~attorneys~~presents onseveral ~~October~~risks 7including, ~~2022,~~without ~~and there is no update since then. The Company has accrued~~ the ~~full~~limitation, ~~amount of~~ the ~~claim in its consolidated financial statements as of March 31, 2023.~~following:

●1. OnGeographic ~~July~~Concentration: ~~15,~~By ~~2022,~~focusing ~~BitStream~~primarily ~~Mining~~on ~~and~~North ~~two of their Management were parties to a petition filed in Ward County District Court by 1155 Distributor Partners-Austin~~America, ~~LLC~~we ~~d/b/a~~are ~~Lonestar~~more ~~Electric~~vulnerable ~~Supply in the amount of $414,026.83 for failure~~ to ~~pay~~regional ~~for~~economic ~~equipment~~downturns ~~purchased to operate the Company’s Bitcoin mining operation. The Company filed a petition to remove one of its Management from the claim in December 2022,~~ and ~~there~~regulatory ~~is no update since then. The Company has accrued the full amount of the claim in its consolidated financial statements as of March 31, 2023.~~changes;

●2. OnLimited ~~October~~International ~~17,~~Expansion: ~~2022,~~Our ~~BitStream~~licensing ~~Mining~~agreement ~~was~~is aonly ~~party~~exclusive to aNorth ~~petition filed in Ward County District Court by VA Electrical Contractors~~America, ~~LLC~~which inmay ~~the~~restrict ~~amount~~our ofability ~~$1,666,187.18 for failure~~ to ~~pay~~expand ~~for~~into ~~equipment~~international ~~purchased to operate the Company’s Bitcoin mining operation. The Company’s registered agent was served with this lawsuit on January 3~~markets, ~~2023,~~potentially ~~the~~limiting ~~Company~~our ~~answered~~long-term ~~the~~growth ~~claim in January, and is in process of supplying documents for discovery. The Company has accrued the full amount of the claim in its consolidated financial statements as of March 31, 2023.~~prospects;

In3. ~~the~~Competition ~~opinion~~from ofGlobal ~~management,~~Players: ~~there~~We ~~are~~may noface ~~legal matters~~increasing ~~involving~~competition usfrom ~~that~~international ~~would~~companies ~~have~~that acan ~~material~~leverage ~~adverse~~their ~~effect~~global ~~upon~~presence ~~the~~and ~~Company’s financial condition, results of operations or cash flows.~~ resources;

~~ITEM~~ 4. ~~MINE~~Cultural ~~SAFETY~~and ~~DISCLOSURES~~Linguistic Limitations: Our AI models and platform, optimized for the North American market, may require significant adaptation to be effective in other English-speaking markets or non-English speaking regions;

~~Not applicable~~5. Regulatory Constraints: As AI regulations evolve differently across global markets, our North America-centric approach may make it challenging to quickly adapt to international regulatory requirements if we are able to and determine to expand beyond North America in the future; and

406. Market Saturation: If we achieve significant penetration in the North American market, our growth may slow unless we can expand internationally.

~~PART II~~32

~~ITEM~~If 5.we ~~MARKET~~are ~~FOR~~unable ~~REGISTRANT’S~~to ~~COMMON~~successfully ~~EQUITY,~~expand ~~RELATED~~beyond North ~~STOCKHOLDER~~America ~~MATTERS~~or ~~AND~~if ~~ISSUER~~the ~~PURCHASES~~North OFAmerican ~~EQUITY~~market ~~SECURITIES~~becomes less favorable, we could experience:

~~Market~~● ~~Information~~Slower growth rates as we saturate our sole market;

~~Our~~● ~~common~~Increased ~~stock~~vulnerability isto ~~listed~~regional oneconomic ~~The~~or ~~Nasdaq~~regulatory ~~Capital~~challenges; ~~Market under the symbol “BNMV”. The last reported sale price of our common stock as reported by Nasdaq on July 10, 2023 was $1.04.~~and

~~Holders~~● Competitive disadvantage against global players with more diverse market presence.

As ofa ~~the~~product ~~date~~ of ~~this~~a ~~Annual~~public ~~Report~~company, weour ~~had approximately~~geographic ~~898~~concentration ~~holders~~could ofalso ~~record~~impact of our ~~common~~parent ~~stock. The~~company’s ~~number~~global ofgrowth ~~record~~narrative ~~holders was determined from the records of our transfer agent~~ and ~~does~~ ~~not~~potentially ~~include~~affect ~~beneficial~~its ~~owners of common~~ stock ~~whose shares are held in the names of various security brokers, dealers, and registered clearing agencies~~price. ~~The transfer agent of our common stock is Pacific Stock Transfer, located at 6725 Via Austi Pkwy, Suite 300, Las Vegas, Nevada 89119.~~

~~Dividends~~Our aim to serve a wide range of industries may spread our resources thin and expose us to industry-specific risks we are not prepared to handle.

WeaskROI’s ~~have~~flexible ~~never~~architecture ~~declared~~and ~~or paid any cash dividends~~what onwe ~~our~~believe ~~capital~~are ~~stock.~~its ~~The~~powerful ~~payment~~AI ofcapabilities ~~dividends~~make onit ~~our~~suitable ~~common~~for ~~stock~~a inwide ~~the~~range ~~future~~of ~~will~~industries. ~~depend~~While onthis ~~our~~broad ~~earnings,~~applicability ~~capital~~can ~~requirements, operating~~expand ~~and financial condition and such other factors as~~ our ~~Board~~market ~~of Directors may consider appropriate. As long as the Series A is outstanding~~opportunity, we ~~are~~it ~~precluded~~also ~~from~~presents ~~paying~~significant ~~dividends except to the holder of the Series A.~~challenges:

We1. ~~currently~~Resource ~~expect~~Allocation: toAttempting ~~use all available funds~~ to ~~finance~~serve ~~the~~multiple ~~future~~industries ~~development~~simultaneously ~~and~~may ~~expansion~~strain of our ~~business~~development, marketing, and dosupport ~~not anticipate paying dividends on our common stock in the foreseeable future.~~resources;

~~Recent~~2. ~~Sales~~Varied ofRegulatory ~~Unregistered~~Landscapes: ~~Securities~~Different industries often have unique regulatory requirements, increasing our compliance burden and risk exposure;

~~There~~3. ~~were~~Industry-Specific noExpertise: ~~sales~~We ofmay ~~unregistered~~struggle ~~securities during~~to ~~fiscal~~develop ~~year~~deep ~~2023~~expertise ~~other~~in ~~than~~multiple ~~those~~industries, ~~transactions~~potentially ~~previously~~limiting ~~reported to the SEC on~~ our ~~quarterly~~ability ~~reports~~to onprovide ~~Form~~truly ~~10-Q~~tailored ~~and current reports on Form 8-K.~~ solutions;

~~Purchases~~4. ofFeature ~~Equity~~Prioritization: ~~Securities~~Balancing byfeature ~~the~~development ~~Issuer and~~across ~~Affiliated~~various ~~Purchasers~~industry needs could lead to a product that is adequate for many but excellent for none;

~~None~~5. Sales and Marketing Complexity: Creating effective sales and marketing strategies for multiple industries may be challenging and resource-intensive;

~~ITEM~~ 6. ~~RESERVED~~Support Challenges: Providing high-quality support across diverse industry use cases may require a large, specialized support team;

417. Competitive Pressure: We may face competition from industry-specific solutions that offer deeper functionality in their niche; and

~~ITEM 7~~8. ~~MANAGEMENT’S~~Data ~~DISCUSSION~~Handling ~~AND~~Variability: ~~ANALYSIS~~Different OFindustries ~~FINANCIAL~~may ~~CONDITION~~have ~~AND~~vastly ~~RESULTS~~different OFdata ~~OPERATIONS~~types, volumes, and sensitivity levels, complicating our data management strategies.

~~Cautionary~~If ~~Note~~we ~~Regarding~~fail ~~Forward~~to effectively manage these multi-~~Looking~~industry ~~Statements~~challenges:

~~This~~● ~~Annual~~Our ~~Report~~product ~~on Form 10-K contains forward-looking statements. All statements other than statements of historical fact are, or~~ may benot ~~deemed~~fully tomeet ~~be,~~the ~~forward-looking~~specific statements. Such forward-looking statements include statements regarding, among others, (a) our expectations about possible business combinations, (b) our growth strategies, (c) our future financing plans, and (d) our anticipated needs ~~for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use~~ of the words “may,” “will,” “should,” “expect,” “anticipate,” “approximate,” “estimate,” “believe,” “intend,” “plan,” “budget,” “could,” “forecast,” “might,” “predict,” “shall” or “project,” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any ~~forward-looking statements.~~single ~~These statements may be found in this Annual Report.~~industry;

~~Forward-looking~~● ~~statements~~We ~~are~~could ~~based~~face onincreased ~~our~~regulatory

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