OTC: BBLR

This
market opportunity is significant, and we are already making substantial progress in partnering with a global service provider to include
our offering in a broader package. This will guarantee very low customer acquisition costs and create opportunities for rapid growth.

AI
Seek

AI
Seek is available on the Apple App Store. Its fully customizable search parameters provide a safe, trackable experience, which is a key
differentiator. Similar to AI Vault, we see the primary commercial strategy as a partnership model, where we customize the user interface
and core search settings to meet the licensee’s needs.

EthicalWeb.AI
Search Platform

The
EthicalWeb.AI search platform is the technical implementation of Patent No. 10977387. These applications search inventory data, providing
users with real-time insights and an improved user experience. This platform could become a transformative white-label solution for leading
technology companies and firms across strategic sectors. EW continues to pursue viable commercial partnerships that utilize its patented
intellectual property. The platform’s primary functions include the following key areas.

●
Decentralized
control, revenue collection, and delivery enable a partner to establish a global network of locally managed super apps sharing a
single database.

●
Ability
to completely anonymize user data and suppress all behavioral data tracking

●
Ability
to run an advertisement-free commercial model. Suppliers of goods and services can operate on a subscription-based model.

Intellectual
Property

We
have developed a new search system called “AN INTERNET-BASED SEARCH MECHANISM,” which has been granted patents in South Africa
(2016/06947), New Zealand (725014), the United States (Utility Patent No. US 10977387), and Canada (2962520). Patents are also pending
for the same processes in Australia (2015248619), the European Union (157239906), and the United Kingdom (PCT/GB2015/051130). This system
offers an alternative economic model to replace the current flawed system and aims to better serve all key participant groups. This utility
patent describes a unique method for internet users to search for goods or services online, rather than relying on traditional text-based
search engines. Its technical implementation is based on the Ethical Web ATI Open-Source Platform.

We
have filed a related patent specifically for searching information rather than goods or services. US Patent Application No. 17/980298
was submitted in the United States in November 2022. It is titled “Contextual Enveloping via Dynamically Generated Hypertext Links.”
This utility patent describes a groundbreaking technology that significantly differs from traditional search engines. The key technical
feature of this patent is the AI Seek AI LLM (Large Language Model), which outperforms other AI LLMs, such as ChatGPT 5 and Claude Sonnet
4.5.

4

We
filed an additional patent with the United States Patent and Trademark Office (application number 18/376101), titled “Computer-Implemented
Method and System.” This utility patent addresses a key limitation of current foundation AI Large Language Models (LLMs), such
as ChatGPT and Claude 2, which cannot provide up-to-date information. This issue occurs because these AI LLMs are trained on data limited
to a specific point in time. For example, ChatGPT 5’s training data is current only through October 2024, while Claude Sonnet 4.5’s
data extends through January 2025. The patent introduces an internally trained AI LLM that detects prompts that require real-time data,
such as stock prices and sports scores, and incorporates the latest information to improve responses. As a result, an AI LLM can access
the latest data. The technical implementation of this patent is included in version 4 and later versions of our AI Seek consumer application.

We
have filed an additional patent application with the U.S. Patent and Trademark Office (application number 19/055968) titled “Sensitive
Data Protection for Generative AI.” This patent details a key process for detecting sensitive terms in Generative AI prompts in
real time.

Competition

The
enterprise Generative AI market for security products remains in its nascent stages, with no definitive dominant participants identified.
Present providers offer solutions that necessitate substantial integration and bespoke development.

Our
competitors may introduce novel products, services, or enhancements that better respond to industry developments or customer needs, such
as mobile accessibility or a new market focus. This heightened competition could exert pricing pressure, lead to a loss of clientele,
or diminish user engagement, thereby potentially adversely affecting our business operations and financial results.

We
are confident that our competitive advantages and protections are defensible through our granted patents and intellectual property.

Government
Regulation

We
are subject to domestic and international laws and regulations that affect companies doing business online, which are evolving and could
be interpreted in ways that harm our business. In the United States and around the world, laws and regulations about the liability of
online service providers for the activities of their users and third parties are being tested by numerous claims, including those related
to invasion of privacy and other torts, unfair competition, copyright, and trademark infringement, as well as various theories concerning
the nature and content of searched materials or user-supplied content. Additionally, other countries impose regulations or require licenses
to operate our business, such as employee recruitment and news-related services. Any court ruling or government action holding online
service providers responsible for users’ or third parties’ activities could negatively impact our business. Moreover, growing
concerns about using social networking technologies for illegal activities—such as unauthorized disclosure of national security
information, money laundering, or supporting terrorist activities—may lead to future laws or government measures that could require
changes to our website platform, limit our operations, increase costs, or cause users to abandon key parts of our platform.

In
the domain of information security and data protection, we are committed to upholding the highest standards of integrity and trust. Most
jurisdictions have enacted legislation and regulations that mandate notifying users in the event of a security breach involving personal
data or establishing minimum information security standards, which are frequently ambiguously defined and challenging to implement. The
compliance expenses may increase in the future due to legislative amendments or interpretive changes. Nonetheless, our dedication to
data protection remains unwavering. Furthermore, any failure by us to comply with these legal requirements could result in substantial
liabilities, which we are proactively seeking to avoid.

5

We
are also subject to federal, state, and international laws and regulations concerning data privacy and protection. Our privacy policies
detail our practices for using, storing, transmitting, and disclosing personal information, including visitor and user data. Any failure
on our part to comply with these terms or privacy-related laws and regulations could result in legal actions by government authorities
or others, potentially harming our business. Additionally, the interpretation and application of privacy and data protection laws for
online services are often unclear, evolving, and subject to change. For example, in October 2015, the highest court in the European Union
invalidated reliance on the US-EU Safe Harbor framework, which was one of the recognized methods for transferring European citizens’
data to the United States. There is a risk that these laws and regulations may be interpreted or enforced inconsistently across different
states, countries, or regions, and may conflict with our current data protection practices or be replaced by new laws. Moreover, since
our platform will be accessible worldwide, other foreign governments might assert that we must comply with their laws and regulations
regarding the storage, use, and disclosure of user information—even in jurisdictions where we lack a local entity, employees, or
infrastructure. Meeting these diverse domestic and international requirements could increase our costs and necessitate changes to our
business practices. Furthermore, any failure to adequately protect our users’ privacy and data could erode user trust in our services
and lead to a decline in user numbers, negatively impacting our business.

Employees

As
of December 31, 2025, we have one full-time employee based in the US and four full-time employees based in the UK, who are not represented
by any labor union.

Smaller
Reporting Company

The
Company is a “smaller reporting company” defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available
to us as a smaller reporting company, including (1) not being required to comply with the auditor’s attestation requirements of
Section 404(b) of the Sarbanes-Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two
years of audited financial statements, instead of three years. As long as we remain a “smaller reporting company,” these
exemptions will remain available.

Implications
of Being an Emerging Growth Company

We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act).

As
an emerging growth company, we may take advantage of reduced or “scaled” disclosure requirements that otherwise apply to
public companies. These reduced or scaled disclosure requirements include, but are not limited to:

1.
being
permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in this Annual Report;

2.
not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended;

3.
being
able to take advantage of the reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements,
and registration statements, and

4.
being
exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.

6

We
elected to take advantage of certain of the reduced disclosure obligations in this Annual Report. We may take advantage of other reduced
reporting requirements in future SEC filings. As a result, the information we provide to our stockholders may be different from what
you might receive from other public reporting companies that are not emerging growth companies.

The
JOBS Act also provides that an emerging growth company may use an extended transition period to comply with new or revised accounting
standards. We have irrevocably elected not to avail ourselves of this exemption, and, therefore, we will be subject to the same new or
revised accounting standards as other public companies that are not emerging growth companies.

Compliance
after Termination of Emerging Growth Company Status

After
our emerging growth company status terminates, we will no longer be able to take advantage of the reduced or scaled disclosure requirements
described in subparagraphs 1 and 4 above. However, in the event we are a “smaller reporting company,” as that term is defined
in Rule 12b-2 of the Securities Exchange Act of 1934, as amended after our emerging growth company status has terminated, we will still
be able to take advantage of the reduced or scaled disclosure requirements described in subparagraphs 2. and 3., above, for as long as
we continue to have smaller reporting company status.

Available
Information

We
make available, free of charge, on or through our website, at www.ethicalweb.ai, our Annual Report on Form 10-K, which includes our audited
financial statements, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The SEC maintains a website at www.sec.gov that contains these reports
and other information. Our website and the information contained therein or connected to it are not intended to be and are not incorporated
into this Annual Report on Form 10-K.

ITEM
1A – RISK FACTORS.

An
investment in our securities involves a high degree of risk. In addition to the other information contained in this Annual Report on
Form 10-K, prospective investors should carefully consider the following risks before investing in our securities. If any of the following
risks occur, as well as other risks not currently known to us or that we currently consider immaterial, our business, operating results,
and financial condition could be materially adversely affected. As a result, the trading price of our common stock could decline, and
you may lose all or part of your investment in our common stock. The risks discussed below also include forward-looking statements, and
our actual results may differ from those discussed in these forward-looking statements. See “Cautionary Note on Forward-Looking
Statements” in this Annual Report on Form 10-K. In assessing the risks below, you should also refer to the other information contained
in this Annual Report on Form 10-K, including the financial statements and the related notes, before deciding whether to purchase or
hold any of our securities.

Risk
Factors Related to the Financial Condition of the Company

Because
our auditor has issued a going-concern opinion for our company, there is an increased risk of investing in it.

We
have continued to operate at a loss, with an accumulated deficit of $2,840,260 as of December 31, 2025. We have not generated significant
revenue and are dependent on financing to continue operations for the next twelve months. Our future depends on our ability to obtain
financing or on future profitable operations. We reserve the right to seek additional funds through private placements of our common
stock, public offerings of our common stock, and/or through debt financing.

7

Because
we have a limited operating history, you may not be able to evaluate our operations accurately.

We
have had limited operations to date. Therefore, we have a limited operating history upon which to evaluate the merits of investing in
our company. Potential investors should be aware of the difficulties new companies often face and the high failure rate among such enterprises.
The likelihood of success must be evaluated based on the problems, expenses, difficulties, complications, and delays encountered in connection
with the operations we plan to undertake. These potential problems include, but are not limited to, unanticipated difficulties in generating
sufficient cash flow to operate our business and additional costs and expenses that may exceed current estimates. We expect to continue
to incur significant losses soon. We recognize that if the effectiveness of our business plan is not realized, we will not be able to
continue operating. There is no history on which to base assumptions about the likelihood of our success, and it is doubtful that we
will generate significant operating revenues or achieve profitable operations. If we fail to address these risks, our business will most
likely fail.

Risk
Factors Related to the Business of the Company

Our
operating results may fluctuate, which could negatively impact our ability to grow our client base, establish sustainable revenues, and
succeed overall.

Our
results of operations may fluctuate because of a number of factors, some of which are beyond our control, including but not limited to:

●
General
economic conditions in the geographies and industries where we sell our services and conduct operations; legislative policies where
we sell our services and conduct operations;

●
The
budgetary constraints of our customers;

●
The
success of our strategic growth initiatives.

●
Costs
associated with the launching or integration of new or acquired businesses;

●
Timing
of new product introductions by us, our partners, and our competitors; product and service mix, availability, utilization, and pricing;

●
The
mix, by state and country, of our revenues, personnel, and assets;

●
Movements
in interest rates or tax rates;

●
Protection
of intellectual property assets;

●
Changes
in the regulations applicable to us; and

●
Litigation
matters.

As
a result of these factors, we may not succeed in our business, and we could go out of business.

If
the market for our open-source platform and AI products does not experience significant growth or if our projects do not achieve broad
acceptance, we will not be able to sustain or grow our revenues.

We
hope to achieve revenue from our open-source platform. We cannot, however, accurately predict future growth rates or market size for
applications in the United States, the United Kingdom, and other markets where we operate. Demand for our platform, AI products, and
IP may not occur as anticipated or may decrease, either generally or in specific geographic markets. The expansion of our mobile application
in the market depends on a number of factors, such as:

●
Our
competitors offer the cost, performance, and appearance of our mobile application.

●
Public
perceptions regarding our mobile application and the effectiveness and value of it;

●
Customer
satisfaction with our mobile application and

●
Marketing
efforts and publicity regarding the application’s needs and the public’s demand for it.

Even
if our platform gains broad market acceptance, we may not adequately address market requirements or expand it to meet them. If our products
do not achieve broad market acceptance, we may not achieve our anticipated growth, and our revenues and results of operations may suffer.

8

If
we are unable to gauge trends and respond to partners’ changing preferences in a timely manner, our sales will not increase, and
our business may fail.

Our
success depends in substantial part on our ability to offer our intellectual property, supporting platform, and products that reflect
current needs and anticipate, gauge, and react to changing partner and consumer demands in a timely manner. Our business is vulnerable
to changes in partner and consumer preferences. If we misjudge their needs for our platform, our ability to generate sales could be impaired,
and our business could fail. There is no assurance that our mobile application will be successful, and any adverse consumer reaction
could also adversely affect our business.

If
we are unable to manage growth successfully, our operations could be adversely affected.

Our
progress is expected to require the full utilization of our management, financial, and other resources, which to date has occurred with
limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including
our financial and management information systems, and to recruit, train, and manage sales personnel. There can be no absolute assurance
that management will be able to manage growth effectively.

If
we do not effectively manage our business growth, we may experience significant strains on our management and operations, as well as
disruptions. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability
to meet customer demand in a timely and efficient manner could be challenged. We may also experience delays in development as we seek
to meet increased demand for our products. Our failure to properly manage growth, whether our own or that of our industry, could negatively
impact our ability to implement our operating plan and, accordingly, adversely affect our business, cash flow, results of operations,
and reputation with our current or potential customers.

Our
commercial success depends significantly on our ability to develop and commercialize our open-source platform without infringing third
parties’ intellectual property rights.

Our
commercial success will depend, in part, on operating our business without infringing on third parties’ contractual, trademark,
or proprietary rights. Third parties who believe we are infringing on their rights could bring actions against us, seeking damages and
seeking to prohibit the development, marketing, and distribution of our products. If we become involved in any litigation, it could consume
a substantial portion of our resources, regardless of the outcome. If any of these actions are successful, we could be required to pay
damages and/or obtain a license to continue developing or marketing our products, in which case we may be required to pay substantial
royalties. However, any such license may not be available on terms acceptable to us or at all. We could be prevented from commercializing
a product or forced to cease certain aspects of our business operations due to patent infringement claims, which would harm our business.

A
decline in general economic conditions could lead to reduced consumer/business adoption. It could negatively impact our business operations
and financial condition, and have a material adverse effect on our business, financial condition, and results of operations.

Our
operating and financial performance may be adversely affected by various factors affecting the general economy. Consumer search habits
are affected, among other things, by prevailing economic conditions, unemployment levels, salaries and wage rates, prevailing interest
rates, income tax rates and policies, consumer confidence, and consumers’ perceptions of financial conditions. In addition, consumer
purchasing patterns may be influenced by consumers’ disposable income. In the event of an economic slowdown, consumer search habits
could be adversely affected, and we could experience lower net sales than expected on a quarterly or annual basis, which could have a
material adverse effect on our business, financial condition, and results of operations.

The
success of our business depends on our ability to maintain and enhance our reputation and brand.

Our
reputation in the online marketplace is significant to our success. A well-recognized brand is critical to increasing our customer base
and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends primarily on
maintaining and enhancing our reputation and brand, which can be difficult and expensive. To maintain and improve our reputation and
brand, we need to effectively manage many aspects of our business, including cost-effective marketing campaigns to increase brand recognition
and awareness in a highly competitive market. We will conduct various marketing and brand promotion activities. We cannot, however, assure
you that these activities will achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand,
or incur excessive expenses in doing so, our business, financial condition, and results of operations could be adversely affected.

9

We
use artificial intelligence in our business, and challenges in effectively managing its use could result in reputational and competitive
harm, legal liability, and adversely affect our results of operations.

We
will incorporate artificial intelligence (“AI”) solutions into our platform, offerings, services, and features, and these
applications may become increasingly important in our operations over time. Our competitors or other third parties may incorporate AI
into their products more quickly or more successfully than we do, which could impair our ability to compete effectively and adversely
affect our results of operations. Additionally, if the content, analyses, or recommendations produced by our AI applications are, or
are alleged to be, deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected.

The
use of AI applications has led to, and may in the future lead to, cybersecurity incidents involving their end users’ personal data.
Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and operational results.
AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive
harm, or legal liability. The rapid evolution of AI, including potential government regulation, will require significant resources to
develop, test, and maintain our platform, offerings, services, and features to help us implement AI ethically and minimize unintended,
harmful impacts.

One
significant risk associated with AI is the potential for bias in the data used to train AI systems. If the algorithmic datasets we use
to train our AI system are biased, the resulting model may make inaccurate or unfair decisions, leading to negative consequences for
customers, employees, and other stakeholders. If we fail to protect the data we use to train our AI against bias, then our business,
brand, reputation, financial condition, and results of operations may be adversely affected.

Reliance
on information technology means a significant disruption could affect our communications and operations.

We
increasingly rely on information technology systems for our internal communications, controls, reporting, and relations with customers
and suppliers, and information technology is becoming a significantly valuable tool for our sales staff. Our marketing and distribution
strategy depends on our ability to closely monitor consumer and market trends at a granular level, which we achieve through our sophisticated
data-tracking systems. These systems are susceptible to disruption or failure. In addition, our reliance on information technology exposes
us to cybersecurity risks that could adversely affect our ability to compete. Security and privacy breaches may expose us to liability,
cause us to lose customers, or disrupt our relationships and ongoing transactions with other entities with whom we contract throughout
our supply chain. The failure of our information systems to function as intended, or the penetration by outside parties intent on disrupting
business processes, could result in high costs, revenue losses, asset losses, the loss of personal or other sensitive data, and reputational
harm.

Security
and privacy breaches may expose us to liability and cause us to lose customers.

Federal
and state laws require us to safeguard our wholesalers’ and retailers’ financial information, including credit information.
Although we have established security procedures to protect against identity theft and the theft of our customers’ and distributors’
financial information, our security and testing measures may not prevent security breaches, and breaches of privacy may occur and could
harm our business. Typically, we rely on third-party-licensed encryption and authentication technology to enhance the security of confidential
financial and other sensitive information we have on file. Advances in computer capabilities, discoveries in cryptography, inadequate
facility security, or other developments may result in a compromise or breach of the technology we use to protect customer data. Any
compromise of our security could harm our reputation, financial condition, and, therefore, our business. In addition, a party that can
circumvent or exploit our security measures could, among other effects, misappropriate our proprietary information, disrupt our operations,
or expose customers and other entities with whom we interact to computer viruses or other disruptions. Actual or perceived vulnerabilities
may lead to claims against us. To the extent that the measures we have taken prove insufficient or inadequate, we may be subject to litigation
or administrative sanctions, which could result in significant fines, penalties, or damages and harm our reputation.

10

We
may be unable to scale our operations further with our technology successfully.

We
plan to grow rapidly by further integrating our technology through partnerships with our open-source platform and other partner electronic
platforms. Our growth will place significant demands on our management, technology development, and financial, administrative, and other
resources. We cannot guarantee that any of the systems, procedures, and controls we put in place will be adequate to support the commercialization
of our operations. Our operating results will depend on our officers’ and key employees’ ability to manage changing business
conditions and to implement and improve our financial, administrative, and other resources. If we are unable to respond to and manage
changing business conditions or the scale of our products, services, and operations, then the quality of our services, our ability to
retain key personnel, and our business could be harmed.

Developing
and implementing new and updated applications, features, and services for our portals may be more difficult, take longer, and cost more
than expected, and may not result in sufficient revenue increases to justify the costs.

Attracting
and retaining partner developers and users of our open-source platform requires us to continually improve the technology underlying those
portals and develop new and updated applications, features, and services. If we are unable to do so in a timely manner or to implement
new applications, features, and services without disrupting our existing ones, we may lose potential users and clients. The costs of
developing these enhancements may negatively affect our ability to achieve profitability.

We
will rely on a combination of internal development, strategic relationships, licensing, and acquisitions to develop our open-source platform,
portals, and related applications, features, and services. Our development and/or implementation of innovative technologies, applications,
features, and services may cost more than expected, take longer than initially anticipated, require more testing than originally anticipated,
and necessitate hiring additional personnel and other resources. There can be no assurance that the revenue opportunities from any new
or updated technologies, applications, features, or services will justify the amounts spent.

Our
success depends in part on obtaining, maintaining, and enforcing our proprietary rights, and on avoiding infringing on others’
proprietary rights.

We
seek patent protection for those inventions and technologies for which we believe such protection is suitable and likely to provide us
with a competitive advantage. A Patent on our Internet-Search Mechanism (“IBSM”) has been granted in the United States, Canada,
New Zealand, and South Africa. The patent is currently pending in Australia, the European Union, and the United Kingdom. Because patent
applications in the United States are maintained in secrecy until either the patent application is published or a patent is issued, we
may not be aware of third-party patents, patent applications, and other intellectual property relevant to our products that may block
our use of our intellectual property or may be used in third-party products that compete with our products and processes. In the event
a competitor or other party successfully challenges our products, processes, patents or licenses or claims that we have infringed upon
their intellectual property, we could incur substantial litigation costs defending against such claims, be required to pay royalties,
license fees, or other damages or be barred from using the intellectual property at issue, any of which could have a material adverse
effect on our business, operating results and financial condition.

We
also rely on trade secrets, proprietary technology, nondisclosure and other contractual agreements, and technical measures to protect
our technology, application, design, and manufacturing knowledge. We actively work to foster ongoing technological innovation to maintain
and protect our competitive position. We cannot assure you that the steps taken by us to protect our intellectual property and other
contractual agreements for our business will be adequate, that our competitors will not independently develop patent-protected substantially
equivalent or superior technologies, or be able to design around patents that we may receive, or that our intellectual property will
not be misappropriated.

11

Our
business will suffer if our network systems or open-source platform fails or becomes unavailable.

A
reduction in the performance, reliability, and availability of our network infrastructure would harm our ability to deliver our products
to users, our reputation, and our ability to attract and retain customers. Our systems and operations could be damaged or interrupted
by fire, flood, power outages, telecommunications failures, Internet outages, earthquakes, and similar events. Our systems could also
be subject to viruses, break-ins, sabotage, acts of terrorism, vandalism, hacking, cyberterrorism, and similar misconduct. We might not
have adequate business interruption insurance to cover losses from a system outage. Any system error or failure that disrupts our product’s
availability or increases response time could result in the loss of potential customers and a material adverse effect on our business,
financial condition, and results of operations. If we experience sustained or repeated interruptions, our products and services could
become less attractive to our users, and our business would be materially harmed.

We
face significant competition for developers, users, advertisers, and distributors.

Our
intellectual property may face significant competition from online search engines, sites offering integrated internet products and services,
social media and networking sites, e-commerce sites, companies that provide analytics, monetization, and marketing tools for mobile and
desktop developers, and digital, broadcast, and print media. Several of these competitors are much larger than we are and have access
to far greater financial resources. Additionally, in many international markets, we face substantial competition from local Internet
service providers and other providers offering search, communications, and other commercial services.

Several
of our competitors offer products and services that directly compete with our platform users. Further, emerging start-ups can innovate
and bring new products and services to market faster than we can. In addition, competitors may consolidate or collaborate, and new competitors
may enter the market. Some of our competitors in international markets have a substantial competitive advantage over us because they
have dominant market share in their territories, have greater local brand recognition, are focused on a single market, are more familiar
with local tastes and preferences, or have greater regulatory and operational flexibility due to the fact that we may be subject to both
U.S. and foreign regulatory requirements.

If
our competitors are more successful than we are at developing and deploying compelling products or attracting and retaining users, developers,
or distributors, our user base and growth rates could decline.

Changes
in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely
affect our business.

Federal,
state, and international laws and regulations govern the collection, use, retention, disclosure, sharing, and security of data that we
receive from and about our users. The use of consumer data by online service providers is a topic of active interest among federal, state,
and international regulatory bodies, and the regulatory environment is unsettled. Many states have passed laws requiring notification
to users of a security breach involving personal data, such as California’s Information Practices Act. We face similar risks in
international markets where we offer our products and services. Any failure, or perceived failure, by us to comply with or make effective
modifications to our policies or to comply with any applicable federal, state, or international privacy, data-retention, or data-protection-related
laws, regulations, orders or industry self-regulatory principles could result in proceedings or actions against us by governmental entities
or others, a loss of user confidence, damage to our business and brand, and a loss of users, which could potentially have an adverse
effect on our business.

In
addition, various federal, state, and foreign legislative or regulatory bodies may enact new or additional laws and regulations concerning
privacy, data retention, data transfer, and data protection issues, including laws or regulations mandating disclosure to domestic or
international law enforcement bodies, which could adversely impact our business, our brand, or our reputation with users. For example,
some countries are considering or have enacted laws mandating that user data be maintained within their borders. In addition, there is
currently a data protection regulation applicable to the member states of the European Union that includes operational and compliance
requirements different from those currently in place and also imposes significant penalties for non-compliance.

The
interpretation and application of privacy, data protection, data transfer, and data retention laws and regulations are often uncertain
and in flux in the United States and internationally. These laws may be interpreted and applied inconsistently across countries, and,
given our current policies and practices, complicate long-range business planning decisions. If privacy, data protection, data transfer,
or data retention laws are interpreted and applied in a manner inconsistent with our current policies and practices, we may be fined
or ordered to change our business practices, which could adversely affect our operating results. Complying with these varying international
requirements could result in substantial costs or require us to change our business practices in a manner adverse to our business and
operating results.

12

We
may be subject to legal liability arising from the provision of online services or content.

We
host and will provide a wide variety of services and technology products that enable and encourage individuals and businesses to exchange
information, upload or otherwise generate photos, videos, text, and other content, advertise products and services, conduct business,
and engage in various online activities, both domestically and internationally. The law governing the liability of providers of online
services and products for their users’ activities is currently unsettled both in the United States and internationally. We may
be subject to domestic or international actions alleging that certain content we have generated or third-party content we have made available
within our services violates laws in one or more jurisdictions.

It
is also possible that, if any information we provide directly contains errors or is otherwise provided to users incorrectly, third parties
could bring claims against us. We may also face consumer class actions or state actions relating to our online services, including our
fee-based services. In addition, our customers, third parties, or government entities may assert claims or actions against us if our
online services or technologies are used to spread or facilitate malicious or harmful code or applications.

Investigating
and defending these claims is costly, even if they lack merit or do not result in liability, and it could expose us to substantial financial
risk or lead to changes in business practices that could harm our ability to compete.

Our
business depends on continued, unimpeded access to the Internet for our users. Internet access providers may block, degrade, or charge
for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers.

Our
products and services rely on users’ ability to access the Internet, and some require significant bandwidth to function well. Currently,
this access is provided by companies with strong market power in the broadband and internet access markets, including incumbent telephone
companies, cable companies, mobile communications providers, and government-owned service providers. Some of these providers may take,
or have said they may take, actions that could harm, interrupt, or raise the cost of user access to our products by restricting or blocking
their infrastructure from supporting our offerings, or by charging higher fees to our users for our services. Such interference could
lead to the loss of existing users and increased costs for advertisers. It could also hinder our ability to attract new users and advertisers,
thereby hurting our revenue and growth. Any laws or regulations that limit Internet access by blocking, degrading, or charging fees for
access to certain services could reduce demand for or usage of our products and services, increase our operating costs, and negatively
impact our financial results.

Risks
Related to Management and Control Persons

We
are dependent on the continued services of our Chief Executive Officer and Chief Financial Officer. If we fail to retain or attract qualified
senior executives and key technical personnel, our business will not be able to expand.

We
rely on the continued availability of Stephen Morris, our Chief Executive Officer; David Chetwood, our Chief Financial Officer; and Patrick
Ensor, our Chief Revenue Officer, as well as on the availability of new, skilled employees to execute our business plans. The market
for qualified employees is highly competitive, especially within our industry. Although we expect our planned compensation programs to
attract and retain the employees necessary for our success, there is no guarantee that we will retain all, or enough, of our key employees
to carry out our plans, or that we will consistently attract new employees as needed.

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Our
personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is intense. The process
of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly,
and disruptive.

If
we lose key personnel or fail to replace them when they leave, we could face serious adverse effects on our financial results and stock
price. Losing the services of any key personnel, whether in marketing or other areas, or failing to attract, integrate, motivate, and
retain additional key employees could significantly harm our business, operational, and financial results, as well as our stock value.

Risks
Related to the Market for Our Stock

We
will conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted.

We
will need to conduct equity offerings in the future to finance our current projects or any additional projects we choose to pursue. If
our common stock is issued in exchange for additional funds, the price per share could be lower than the price our current shareholders
paid. We expect to continue relying on equity sales of our common stock to support our business operations. If we issue additional shares
of common stock or securities convertible into common stock, your percentage ownership in us could be diluted.

We
have the right to issue additional common and preferred stock without stockholder consent. This would dilute investors’ ownership
and could reduce the value of their investment.

We
have additional authorized but unissued shares of our common stock that we can issue for any purpose without stockholder approval or
a vote, which could dilute their percentage ownership in the company.

Our
articles of incorporation authorize the issuance of preferred stock and allow for the conversion of existing preferred stock into common
stock. The Board of Directors may determine the rights, preferences, designations, and limitations of these shares. Additionally, the
articles authorize our Board to issue up to 3,000,000,000 shares of common stock with a par value of $0.01 per share and up to 25,000,000
shares of preferred stock with a par value of $0.001 per share.

The
shares of authorized but unissued preferred stock may be issued with the approval of the Board of Directors; no additional action from
stockholders is necessary. If issued, the rights, preferences, designations, and limitations of such preferred stock would be determined
by our Board and could disadvantage the outstanding common stock. These terms could include, among other things, preferences related
to dividends and distributions upon liquidation.

The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to several factors,
many of which are beyond our control.

Our
stock price is subject to several factors, including:

●
Technological
innovations or new products and services by our competitors or us;

●
Government
regulation of our products and services;

●
The
establishment of partnerships with other ethical web companies;

●
Intellectual
property disputes;

●
Additions
or departures of key personnel;

●
Sales
of our common stock;

●
Most
Favored Nation protection of one of our preferred equity investors, which could limit our ability to raise money at reasonable market
prices.

●
Our
ability to integrate operations, technology, products, and services;

●
Our
ability to execute our business plan.

●
Operating
results below or exceeding expectations

●
Whether
we achieve profits or not,

●
Loss
or addition of any strategic relationship;

●
Industry
developments;

●
Economic
and other external factors; and

●
Period-to-period
fluctuations in our financial results.

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Our
stock price may fluctuate significantly due to any of the reasons mentioned above. Additionally, securities markets have occasionally
experienced substantial price and volume changes unrelated to a company’s operating performance. These market fluctuations can
also substantially and negatively impact the market price of our common stock.

Because
we are subject to the “Penny Stock” rules, trading activity in our stock may be reduced.

The
Securities and Exchange Commission has established regulations that define “penny stock” as any listed, trading equity security
with a market price of less than $5.00 per share or an exercise price below $5.00 per share, subject to specific exemptions. These penny
stock rules require a broker-dealer, before executing a transaction in a penny stock that isn’t otherwise exempt, to deliver a
standardized risk disclosure document that explains the risks associated with penny stocks and the penny stock market. The broker-dealer
must also provide the customer with the latest bid and offer quotes for the penny stock, details about the broker-dealers and their salesperson’s
compensation in the transaction, and monthly account statements that show the market value of each penny stock held in the customer’s
account. Additionally, the penny stock rules mandate that, before a penny stock transaction, the broker-dealer must make a written determination
that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to proceed. These
disclosure requirements can reduce trading activity in the secondary market for penny stocks, potentially making it harder for investors
to liquidate these securities.

We
do not expect to pay dividends in the near future. Any return on investment may be limited to the value of our common stock.

We
do not expect to pay cash dividends on our common stock in the near future. The decision to pay dividends will depend on earnings, financial
condition, and other relevant business and economic factors that the board of directors considers at that time. If we do not distribute
dividends, the value of our common stock may decrease because your return on investment will rely solely on an increase in our stock
price.

General
Risks

We
are a development-stage company with a limited operating history, making it difficult for you to evaluate our business and your investment.

Our
operations face all risks typical of starting a new business, including, but not limited to, lacking a meaningful operating history,
not having fully-developed or commercialized products, insufficient capital, expected ongoing losses for the foreseeable future, limited
experience with regulatory issues, lack of manufacturing and marketing expertise, dependence on third parties for developing and commercializing
our current and future products, a competitive environment with well-established and well-capitalized competitors, and reliance on key
personnel.

We
might fail in achieving our business goals. The revenue and income potential of our proposed business and operations is unproven, as
our lack of operating history makes it difficult to evaluate our company’s prospects. Currently, there is no basis to assume that
our business operations will be successful or that we will operate profitably. Therefore, we have no track record of successful business
activities, strategic decisions by management, fundraising capability, or other factors that would help an investor estimate our chances
of success. There is a significant risk that we will not fully execute our business plan, or, if we do, that we will not generate substantial
operating revenues or achieve profitability.

We
are an “emerging growth company,” and any decision by us to comply with specific reduced reporting and disclosure requirements
applicable to emerging growth companies could make shares of our common stock less attractive to investors.

We
are an “emergency growth company,” as defined in Section 2(a) of the Securities Act. As long as we remain an emerging growth
company, we may benefit from exemptions from specific reporting requirements that apply to other public companies. These exemptions include,
but are not limited to, not being required to have our independent registered public accounting firm audit our internal control over
financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved.

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Investors
might view our shares as less attractive if we decide to rely on these exemptions. If some investors view our shares as less appealing
due to a decision to reduce future disclosure, trading activity in our shares could decline, and our share price might become more volatile.

As
long as we remain an “emerging growth company,” our independent registered public accounting firm will not be required to
attest to the effectiveness of our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act. An independent
review of our internal controls might uncover issues that our management’s assessment could miss. Unnoticed material weaknesses
in our internal controls could result in restating financial statements and incurring remediation costs.

If
we identify material weaknesses in our internal control over financial reporting, if we fail to comply with the requirements of Section
404 in a timely manner, or if we cannot assert that our internal control over financial reporting is effective, or if our independent
registered public accounting firm cannot express an opinion on the effectiveness of our internal control when required, investors may
lose confidence in the accuracy and completeness of our financial reports. As a result, the market price of our securities could decline.
We could also be subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities,
which could require additional financial and management resources.

Additionally,
we qualify as a “smaller reporting company” as defined in Item 10(f) of Regulation S-K. Smaller reporting companies can benefit
from specific reduced disclosure requirements, such as the option to provide only two years of audited financial statements. We will
remain a smaller reporting company until the end of any fiscal year if either: (i) the market value of our shares of common stock held
by non-affiliates is less than $250 million as of the prior June 30th, or (ii) our annual revenues do not reach $100 million during that
completed fiscal year. Relying on reduced disclosure obligations may also make it more difficult, or even impossible, to compare our
financial statements with those of other public companies.

The
requirements of being a public company may strain our resources and divert management’s attention.

As
a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (which we refer to
as the Sarbanes-Oxley Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act (which we refer to as the Dodd-Frank Act),
the rules of the marketplace we are listed on, and other applicable securities laws and regulations. Compliance with these rules and
regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly, and
place greater demands on our systems and resources, especially after we are no longer a “smaller reporting company.” The
Sarbanes-Oxley Act requires, among other things, that we maintain adequate disclosure controls and procedures and internal control over
financial reporting. To maintain and improve these controls and procedures, and to ensure internal control over financial reporting,
significant resources and management oversight may be needed to meet this standard. As a result, management’s attention could be
diverted from other business concerns, potentially adversely affecting our business and operating results. We may also need to hire additional
employees or engage outside consultants in the future to comply with these requirements, which will increase our costs.

Additionally,
changes in laws, regulations, and standards related to corporate governance and public disclosure are creating uncertainty for public
companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations,
and standards are open to interpretation, often because they lack specificity. As a result, their application may evolve as regulatory
and governing bodies issue new guidance. This could lead to ongoing uncertainty about compliance issues and to higher costs from continuous
updates to disclosure and governance practices. We plan to allocate resources to remain compliant with evolving laws, regulations, and
standards, which may increase overall administrative expenses and divert management’s time and focus from revenue-generating activities
to compliance. If our efforts to comply with new laws, regulations, and standards differ from what regulatory or governing bodies intend
due to ambiguities in their application, regulatory authorities might initiate legal action against us, potentially harming our business.

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As
a smaller reporting company, we are exempt from specific disclosure requirements, which could make our Common Stock less attractive to
potential investors.

Rule
12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed
issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

●
Had
a public float of less than $250 million as of the last business day of our most recently completed second fiscal quarter, computed
by multiplying the aggregate worldwide number of shares of our voting and non-voting common equity held by non-affiliates by the
price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market
for the common equity; or

●
In
the case of an initial registration statement under the Securities Act, or the Exchange Act, for shares of our common equity, had
a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed
by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of
a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public
offering price of the shares; or

●
In
the case of an issuer whose public float, as calculated under paragraph (1) or (2) of this definition, was zero, it had annual revenues
of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

As
a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statements. We
will provide only two years of financial statements and do not need to include the table of selected financial data. We will have other
“scaled” disclosure requirements that are less comprehensive than those of issuers that are not smaller reporting companies,
which could make our Common Stock less attractive to potential investors and complicate the process for our stockholders to sell their
shares.

If
securities or industry analysts do not publish research or reports on our business, or publish adverse reports about it, our share price
and trading volume could decline.

The
trading market for our common stock will depend on the research and reports published by securities or industry analysts about us or
our business. We have no control over these analysts. If one or more analysts covering us downgrade our shares or change their opinion,
our share price will likely decline. If these analysts stop covering us or fail to publish regular reports on us, we could lose visibility
in the financial markets, which could cause our share price or trading volume to fall.

Foreign
currency exchange rates may adversely affect our financial results.

Sales
and purchases denominated in currencies other than the U.S. dollar expose us to foreign-currency fluctuations relative to the U.S. dollar
and may negatively impact our financial results. When the U.S. dollar strengthens, it raises the effective price of our U.S.-dollar-denominated
products sold abroad, which might force us to lower prices or hurt sales if we do not raise local-currency prices. Conversely, a weaker
U.S. dollar could increase the cost of products and services we buy from foreign suppliers that are not denominated in U.S. dollars.
Additionally, sales and expenses of our overseas businesses are translated into U.S. dollars for SEC reporting, and fluctuations in the
dollar’s value can result in unfavorable translation adjustments. We also face exchange rate risk from investments in subsidiaries
abroad.

Current
economic and political conditions make tax rules in any jurisdiction subject to significant change.

We
are subject to income taxes and other non-income-based taxes in the U.S. and various jurisdictions outside the U.S. where we plan to
operate. We cannot predict how changes or revisions to any of these tax laws and regulations—whether in the United States or abroad—might
affect our business. We may face ongoing tax audits across different jurisdictions, and the tax authorities conducting them may disagree
with some of our tax positions and impose additional taxes. While we plan to regularly evaluate the likely outcomes of these audits to
determine our tax liabilities, there is no guarantee that we will accurately predict their results, and the actual outcomes could significantly
harm our financial condition and operations.

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