UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

or

Commission File Number 001-34106

REALBIZ MEDIA GROUP,VERUS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:(301) 329-2700

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

Securities registered pursuant to Section 12(g) of the Act:Common stock, $0.001$0.000001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[  ] Yes [X] 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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

[X]  ] Yes [  ][X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

[X] Yes [  ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

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

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 is a shell company (as defined in Rule12b-2 of the Act).

[  ] Yes [X] No

The aggregate market value of the voting stock and non-voting common equity held by non-affiliates was approximately $5.3 millionof the registrant as of April 28, 2017, when30, 2019, the last reported trading pricebusiness day of the registrant’s most recently completed second fiscal quarter, was $0.022 per share.approximately $14 million.

As of March 16, 2018, 356,284,081April 8, 2020, 2,320,876,565 shares of common stock were issued and outstanding.

Documents Incorporated by Reference:

None.

RealBiz Media Group,Verus International, Inc.

Form 10-K

Table of Contents

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact could be deemed forward-looking statements. Statements that include words such as “may,” “will,” “might,” “projects,” “expects,” “plans,” “believes,” “anticipates,” “targets,” “intends,” “hopes,” “aims,” “can,” “should,” “could,” “would,” “goal,” “potential,” “approximately,” “estimate,” “pro forma,” “continue” or “pursue” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. For example, forward-looking statements include any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing.

These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and the other documents referred to and relate to a variety of matters, including, but not limited to, other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should not be relied upon as predictions of future events and Verus International, Inc. (the “Company”) cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. Furthermore, if such forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified timeframe, or at all.

These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Annual Report on Form 10-K or to reflect the occurrence of unanticipated events, except as required by law.

PART I

Throughout this Annual Report on Form 10-K, the “Company,” “Verus,” “we,” “us,” and “our” refers to Verus International, Inc. and its subsidiaries.

ITEM 1. BUSINESS

RealBiz Media Group, Inc., including all its subsidiaries, are collectively referred to herein as “RealBiz,” “RBIZ”, “the Company,” “us,” or “we”.

Overview

We were previously engaged in the business of providing digital media and marketing services for the real estate industry and generated revenue from service fees (video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). Previously, we were formed through the merging of three divisions: (i) our fully licensed real estate division (formerly known as Webdigs); (ii) our TV media contracts (Home Preview Channel /Extraordinary Vacation Homes) division; and (iii) our Real Estate Virtual Tour and Media group (RealBiz 360). The assets of these three divisions was used to create a new suite of real estate products and services that created stickiness through the utilization of video, social media and loyalty programs.

On October 27, 2017, we entered into a Contribution and Spin-off Agreement (the “Spin-Off Agreement”) with NestBuilder.com Corp., a Nevada corporation and newly formed digital real estate company (“NestBuilder”) pursuant to which we will spin-off our real estate division into NestBuilder. All stockholders of record at the time of the spin-off will receive an equivalent stock position in NestBuilder (the “Distribution”). The obligation of the Company and NestBuilder to consummate the Distribution was subject to the Securities and Exchange Commission (“SEC”) declaring NestBuilder’s Registration Statement on Form 10 effective, which Form 10 was declared effective by the SEC on February 20, 2018. Following the effective date of the Registration Statement on Form 10, the parties deemed it advisable and in the best interest of such parties to fix February 23,Since August 1, 2018, as the record date for the determination of stockholders entitled to receive the Distribution. The Distribution is currently scheduled to occur four weeks after the effective date of the Registration Statement on Form 10.

As of the date hereof, we, through our wholly-owned subsidiary, Verus Foods, Inc. (“Verus”Verus Foods”) focus, an international supplier of consumer food products, have been focused on international consumer packaged goods, foodstuff distribution and wholesale trade. Verus was incorporatedOur fine food products are sourced in Nevada in January 2017the United States and is an international supplier ofexported internationally. We market consumer food products. Verus markets products under itsour own brand primarily to supermarkets, hotels and other members of the wholesale trade. In 2018, Verus is pursuing a three-pronged development program through the addition of cold-storage facilities, product line expansion and new vertical farm-to-market operations. Verus’ initial focus in 2017 wasInitially, we focused on frozen foods, particularly meat, poultry, seafood, vegetables, and french fries. Subsequently, in 2017, Verus addedfries with beverages as a second vertical. Verus hasvertical, and in 2018, we added cold-storage facilities and began seeking international sources for fresh fruit, produce and similar perishables, as well as other consumer packaged foodstuff with the goal to create vertical farm-to-market operations. We have also begun to explore new consumer packaged goods (“CPG”) non-food categories, such as cosmetic and fragrances, for future product offerings.

We currently have a significant regional presence in the Middle East and North Africa (“MENA”) and sub-Saharan Africa (excluding The Office of Foreign Assets Control (“OFAC”) restricted nations), with deep roots in the Gulf Cooperation Council (“GCC”) countries, which includes the United Arab Emirates (“UAE”), Oman, Bahrain, Qatar, Kingdom of Saudi Arabia and Kuwait.

Our long-term goal is to source goods and generate international wholesale and retail CPG sales in North and South America, Europe, Africa, Asia, and Australia.

In January 2017, Verus received a contract valued at $78 million to supply beefaddition to the GCC countries.foregoing, since our acquisition of Big League Foods, Inc. (“BLF”) during April 2019, pursuant to which we acquired a license with Major League Baseball Properties, Inc. (“MLB”) to sell MLB-branded frozen dessert products and confections, we have been selling pint size ice cream in grocery store-type packaging and are exploring novelty “grab-and-go” size ice cream in cone, bar, and sandwich versions under our frozen dessert product line. In addition, Verus executed an agreementunder our confections product line, we are selling gummi and chocolate candies. The MLB license covers all 30 MLB teams, and all of our current products pursuant to such license feature “home team” packaging that matches the fan base in August 2017 to become an exclusive distributor of Disney-branded juice products in the UAE and Oman. The first purchase order under the agreement was issued in December 2017.each region.

SeasonalityFurthermore, during August 2019, we purchased all of Business

Verus is expectedthe assets of a french fry business including customer contracts which provide us the right to have only modest seasonality dueearn revenue pursuant to the product mix, which will include many staples such as nuts, fruits, honey and meats. We expect our initial growth rates to mask any seasonality during our first years of operation. Incontracts throughout the Middle East markets, we expect to see a spike in sales during the month of Ramadan.East.

Government Regulation

Verus isWe are subject to U.S. Department of Agriculture (“USDA”)the laws and other government regulations in the countries in which we operate.

Our food products are subject to local, national and multinational regulations related to labeling, health and nutrition claims, packaging, pricing, marketing and advertising, privacy and related areas. In addition, doing business outsidevarious jurisdictions regulate our operations by licensing and inspecting the United States requires usmanufacturing plants and facilities of our suppliers, enforcing standards for select food products, grading food products, and regulating trade practices related to comply with the sale and pricing of our food products. Many of the food commodities we use in our operations are subject to government agricultural policy and intervention. These policies have substantial effects on prices and supplies and are subject to periodic governmental review.

Examples of laws and regulations that affect our business include selective food taxes, labeling requirements such as front-of-pack labeling and nutrient profiling, marketing restrictions, potential withdrawal of the U.S. governmenttrade concessions as dispute settlement retaliation and various foreign jurisdictions, which place restrictionssanctions on our operations, trade practices, partners and investment decisions. sales or sourcing of raw materials.

In particular, our operationsaddition, we are subject to U.S. and foreign anti-corruption and trade control laws and regulations, including but not limited to, the Foreign Corrupt Practices Act (“FCPA”) or the Bribery Act and export controls. The FCPAwhich prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. We are also subject to the Export Sales Reporting Program of the United States Department of Agriculture (“USDA”) which monitors U.S. agricultural export sales on a daily and weekly basis. The program requires U.S. exporters to report sales of certain commodities to the Foreign Agricultural Service of the USDA on a weekly basis. Commodities currently covered by the program include feed grains, wheat, wheat products, rye, flaxseed, linseed oil, cotton, cottonseed, oilseed products, rice, cattle hides and skins, and beef. In addition to the Bribery Act extends beyond briberyweekly requirement, daily reporting is required (except for soybean oil) when a single exporter sells 100,000 metric tons or more of foreign public officials and also appliesone commodity in one day to transactionsa single destination, or cumulative sales of 200,000 tons or more of one commodity during the weekly reporting period to a single destination.In addition to the foregoing, we must comply with private persons. The provisionsOffice of Foreign Assets Control trade sanctions. The Office of Foreign Assets Control (“OFAC”) of the Bribery Act are also more onerous thanU.S. Department of Treasury administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals targeted against foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the FCPA in a numberproliferation of weapons of mass destruction and other respects,threats to national security, foreign policy or economy of the United Stated.

Our failure to comply with any of the foregoing regulations or regulations that we may be subject to may be punishable by civil penalties, including jurisdictional reach, non-exemptionfines, denial of facilitation paymentsexport privileges, injunctions and potentially, penalties.asset seizures as well as criminal fines and imprisonment.

Market and Competition

Currently, Verus generatesWe generate a majority of itsour revenue from food importsimported into the GCC countries of Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates. According to a report published in February 2017 by Alpen Capital, food imports into the GCC are expected to reach $53.1 billion by 2020. According to Global Islamic Economy Gateway,imports account for about 78% of food consumed in the GCC.

The GCC has highly developed wholesale, grocery, and retail infrastructures that attract thousands of brands from around the world. According to A.T. Kearney, at the wholesale level, the region may be served by as many asthere are approximately 600 food distributors somein the GCC. According to reports published by Alpen Capital, halal food imports into the GCC are expected to exceed $50 billion by 2020, while food imports account for about 85% of whichfood consumed in the GCC.

We also conduct businessgenerate revenue from domestic U.S. sales of our MLB branded ice cream and gummi and chocolate candies. According to the International Dairy Foods Association, ice cream is an $11 billion industry with 1.4 billion gallons of ice cream and related frozen desserts produced in other parts of the Middle EastU.S. in 2017 and North Africa.according to the National Confectioners Association, the confectionary industry generates $35 billion annually.

In the branded product space, management believes that our key competitors in the GCC countries in which we operate include The Savola Group and Almarai which are based in Saudi Arabia; Americana Quality which is based in Kuwait; and Al Islami Foods which is based in the UAE whichand is currently ranksranked as the world’s largest Halal food vendor, with more than 10080 frozen and specialty lines. VerusIn addition to the foregoing, we also competescompete with recognized international brands from multi-line companies such as Nestle and Mondelez International. In the U.S., management believes that our key competitors include premium ice cream brands such as Ben & Jerry’s, Breyers, and Haagen-Dazs and domestic confectionary brands in the gummi and chocolate candy space such as Mars, Mondelez International, and Nestle.

VerusAlthough many of our competitors have greater financial, distribution and marketing resources than us, management believes that there are many food categories and niches in which itwe can successfully compete in this highly-fragmented market. In addition, we focus on the regional sensitivities and dietary requirements of the markets we export products to. We offer both Verus offers both Verus-brandedFoods-branded products along with products from other brands, particularly from brands wantingthat desire to enter the GCC market, but lackinglack the infrastructure or expertiseresources to do so. In the latter category of brands wanting to enter the GCC, the number of companies seeking to sell their products through a partner such as Verus is significant.

In addition to the foregoing,Furthermore, management believes that Verus iswe are one of the only U.S. based public companies operating in the regionGCC that can provide its own branded products and also act as a distributor for other brands across all of the major food sales categories. Management believes that a majority of the suppliers in this space are either non-U.S. based private companies or are public entities with a narrow focus on their own brands. U.S. companies that supply food are

Recent Developments

Nutribrands

On October 30, 2019, we entered into a Contribution and Sale Agreement pursuant to which Nutribrands Holdings, LLC, our subsidiary, acquired all of the most highly respectedlimited liability interests and equity interests of South Enterprise, LLC and Nutribrands, LTDA, respectively, in exchange for 49% of the membership interests of Nutribrands Holdings, LLC.

Effective March 31, 2020, we entered into a Termination Agreement with Nutribrands, LTDA pursuant to which, among other things, all agreements between the parties (including the October 30, 2019 Amended and Restated Operating Agreement of Nutribrands International, LLC, and the Contribution and Sale Agreement and all related ancillary agreements (collectively, “Released Transactions”)) were terminated and the parties released each other from all obligations arising from the Released Transactions.

Financings

On January 9, 2020, we issued a convertible note in the GCC, dueprincipal amount of $605,000 (including a $90,000 original issuance discount) which note accrues interest at a rate of 4% per annum (increasing to their adherence24% per annum upon the occurrence of an event of default), matures on January 9, 2021 and is convertible into shares of our common stock at a conversion price of $0.015 per share, subject to strict USDA standards, government oversight and reliability. Asadjustment.

On February 10, 2020, we issued a result, U.S. affiliation and/or labeling are trustedconvertible note in the GCC marketplaceprincipal amount of $420,000 (including a $70,000 original issuance discount) which note accrues interest at a rate of 4% per annum, matures on November 10, 2020 and American branding is highly desirable among consumers.convertible into shares of our common stock at a conversion price of $0.0125 per share, subject to adjustment.

On March 31, 2020, we issued a promissory note in the principal amount of $312,500 (including a $62,500 original issuance discount) which note accrues interest at a rate of 4% per annum, subject to adjustment, and matures on July 1, 2020. The note is secured by an interest in all of the equity of our wholly-owned subsidiary, BLF.

Employees

As of December 31, 2017, the CompanyApril 8, 2020, we had 17 full-time employees and 6 full-time and 1 part-time employee in the Food Products segment and 3 full-time and 1 part-time employee in the Real Estate segment employees.

Corporate History

Our principal offices are located at 9841 Washingtonian Blvd, Suite #390, Gaithersburg, MD, 20878, and our telephone number at that office is (301) 329-2700. Our website address iswww.realbizmedia.com. The information contained on our website or that can be accessed through our website does not constitute part of this Annual Report on Form 10-K.

We were incorporated in the state of Delaware under the name Spectrum Gaming Ventures, Inc. on May 25, 1994. On October 10, 1995, we changed our name to Select Video, Inc. On October 24, 2007, we filed a Certificate of Ownership with the Delaware Secretary of State whereby Webdigs, Inc on July 12, 2012. Inc., our wholly-owned subsidiary, was merged with and into us and we changed our name to Webdigs, Inc.

On October 9, 2012, we consummated a share exchange (the “Exchange Transaction”) with Monaker Group, Inc. (formerly known as Next 1 Interactive, Inc.), a Nevada corporation (“Monaker”) pursuant to which we received all of the outstanding equity in Attaché Travel International, Inc., a Florida corporation and wholly owned subsidiary of Monaker (“Attaché”) in consideration for the issuance of 93 million shares of our newly designated Series A Convertible Preferred Stock to Monaker. Attaché owned approximately 80% of a corporation named RealBiz Holdings Inc. which is the parent corporation of RealBiz 360, Inc. (“RealBiz”). As a condition to the closing of the Exchange Transaction, on October 3, 2012, we filed a Certificate of Ownership with the Delaware Secretary of State whereby RealBiz Media Group, Inc., our wholly-owned subsidiary, was merged with and into us and we changed our name from “Webdigs, Inc.” to “RealBizRealBiz Media Group, Inc.”, by consummating a short-form parent-subsidiary merger in the State of Delaware.

In August 2015, we completed the restructuring of our management, financial reportingWe entered into a Contribution and operations from our former parent company, Monaker. The primary purpose of the restructuring was to eliminate unnecessary development expenses and unlock revenue opportunities by creating a unified technology platform.

On August 6, 2015, we issued an aggregate 35,000 shares of our Series C Convertible Preferred Stock to (i) Keith White, a member of the Company’s Board of Director at the time and (ii) a company controlled by the Company’s then Chairman, Don Monaco. Mr. Monaco received 20,000 shares of Series C Preferred Stock in consideration for the cancellation of $100,000 in indebtedness owed to him by the Company’s former parent company, Monaker. The debt was convertible into 2 million shares of the Company’s common stock. Mr. White received 15,000 shares of Series C Preferred Stock in exchange for 15,000 shares the Company’s Series B Preferred Stock held by Mr. White.

OnSpin-off Agreement with NestBuilder.com Corp (“NestBuilder”). on October 27, 2017, as amended on January 28, 2018, whereby, effective as of August 1, 2018, we entered into the Spin-Off Agreement with NestBuilder pursuant to which we will spin-offspun off our real estate division into NestBuilder. All of our stockholders as of record at the time of the spin-off will receive the Distribution. The obligation of the Company and NestBuilder to consummate the Distribution was subject to the SEC declaring NestBuilder’s Registration Statement on Form 10 effective, which Form 10 was declared effective by the SEC on February 20, 2018. Following the effective date of the Registration Statement on Form 10, the parties deemed it advisable and in the best interest of such parties to fix February 23,July 2, 2018, as the record date, which held their shares as of July 20, 2018, the ex-dividend date, received one share of NestBuilder common stock for each 900 shares of our Company owned.

On May 1, 2018, Verus Foods MENA Limited (“Verus MENA”) entered into a Share Purchase and Sale Agreement with a purchaser (the “Purchaser”) pursuant to which Verus MENA sold 75 shares (the “Gulf Agro Shares”) of Gulf Agro Trading, LLC (“Gulf Agro”), representing 25% of the common stock of Gulf Agro to the Purchaser. In consideration for the determinationGulf Agro Shares, the Purchaser was assigned certain contracts executed during a specified period of stockholders entitledtime.

Effective October 16, 2018, we changed our name from RealBiz Media Group, Inc. to receiveVerus International, Inc. and our ticker symbol to “VRUS.”

On April 25, 2019, we entered into a stock purchase agreement with BLF and James Wheeler, the Distribution. The Distribution is currently scheduledsole stockholder of BLF pursuant to occur four weeks after the effective datewhich we purchased all of the Registration Statement on Form 10.outstanding capital stock of BLF. Upon the closing of such acquisition, BLF became our wholly-owned subsidiary and we acquired a license with MLB to sell MLB-branded frozen dessert products and confections covering all 30 MLB teams.

On August 30, 2019, we entered into an asset purchase agreement with a seller (“Seller”), to which we purchased all of the assets of the Seller’s french fry business in the Middle East.

ITEM 1A. RISK FACTORS

An investment in our common stocksecurities involves significant risks. Before deciding to invest in our common stock,securities, you should carefully consider each of the following risk factors and all of the other information set forth in this document.Annual Report on Form 10-K. Our business and results of operations could be seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

We have no history of profitability.

We commenced operations in 20121994 and to date have not generated any profit. As an early stage company, we are subject to all of the risks associated with a new business enterprise. Our prospects must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with a new business enterprise.We do not yet have a significant operating history which would provide you with meaningful information about our past or future operations. The Company hasoperations with respect to our international consumer packaged goods, foodstuff distribution and wholesale trade. We have not yet achieved positive cash flow on a monthly basis during any fiscal year including the current fiscal year ended October 31, 2017 and there is significant risk to the survival of the enterprise.2019.

We have had net losses of $2,389,850 and $2,824,292 for the years ended October 31, 2019 and 2018, respectively. Furthermore, we had a working capital deficit of $1,787,284 at October 31, 2019. If we are unable to achieve profitability, we may be unable to continue our operations.

There isOur independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.concern, which may hinder our ability to obtain future financing.

We have had net losses of $1,278,209 and $906,725 for the years ended October 31, 2017 and 2016, respectively. Furthermore, we had a working capital deficit of $798,577Our financial statements as of October 31, 2017. Since2019 have been prepared under the financial statements were prepared assumingassumption that we wouldwill continue as a going concern these conditions coupled withfor the next twelve months. Our independent registered public accounting firm included in its opinion for the year ended October 31, 2019 an explanatory paragraph referring to our current liquidity position raiserecurring losses from operations and expressing substantial doubt about our ability to continue as a going concern. Furthermore, since we are pursuing new products and services, this diminishes our ability to accurately forecast our revenues and expenses. We expect thatin our ability to continue as a going concern depends, in large part, onwithout additional capital becoming available. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debt financing, reduce expenditures and to generate sufficient revenues, limitsignificant revenue. Our financial statements as of October 31, 2019 did not include any adjustments that might result from the outcome of this uncertainty. The reaction of investors to the inclusion of a going concern statement by our expenses and/or obtain necessary financing. If we are unableindependent registered public accounting firm, and our potential inability to continue as a going concern, in future years could materially adversely affect our share price and our ability to raise additionalnew capital we may be forced to curtail or cease operations.enter into strategic alliances.

We will require additional financing in the future to fund our operations which may cause dilution to our existing stockholders or restrict our operations.

We will need additional capital in the future to continue to execute our business plan. Therefore, we will be dependent upon additional capital in the form of either debt or equity to continue our operations. At the present time, we do not have arrangements to raise all of the needed additional capital, and we will need to identify potential investors and negotiate appropriate arrangements with them. WeOur ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment.To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our stockholders will be diluted, and the terms of such financings may not be ableinclude liquidation or other preferences, anti-dilution rights, and other provisions that may adversely affect the rights of our stockholders, including rights, preferences and privileges that are senior to arrange enough investment withinthose of our holders of common stock in the time the investment isevent of a liquidation. In addition, debt financing, if available, could include covenants limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures, or declaring dividends and may require us to grant security interests in our assets.If we are unable to raise additional capital when required or that if it is arranged, that it will be on favorable terms. If we cannot obtain the needed capital, acceptable termswe may not be able to become profitable and may haveneed to curtail or cease our operations.

Our indebtedness and liquidity needs could restrict our operations and make us more vulnerable to adverse economic conditions.

Our existing indebtedness may adversely affect our operations and limit our growth, and we may have difficulty makingrepaying our debt service payments on such indebtedness as payments becomewhen due. We may also experience the occurrence of events of default or breach of financial covenants. If market or other economic conditions deteriorate, our ability to comply with these covenants contained in our debt instruments may be impaired. If we violate any of the restrictions or covenants set forth in our debt instruments, all or a significant portion of our indebtedness may become immediately due and payable. We might not have, or be able to obtain, sufficient fundsOur inability to make these accelerated payments whichon our indebtedness when due may have a material adverse effect on our operations and financial condition.  

We depend on a small number of customers and the loss of one or more major customers could have a material adverse effect on our business, financial condition and results of operations.

For the year ended October 31, 2019, approximately 42% of accounts receivable were concentrated with three customers and approximately 66% of revenues were concentrated with six customers, all of which customers are located outside the United States. For the year ended October 31, 2018, approximately 84% of accounts receivable were concentrated with six customers and approximately 64% of revenues were concentrated with five customers, all of which customers are located outside United States. The loss of one or more of our top customers, or a substantial decrease in demand by any of those customers for our products, could have a material adverse effect on our business, results of operations and financial condition.

Our reliance on distributors and retailers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing marketscustomers and expand our business into other geographic markets.business.

Our ability to maintain and expand our customer base, maintain our presence in existing markets for our products, and to establish marketsa presence in new geographic distribution areas,markets is dependent on our ability to establish and maintain successful relationships with reliable distributors and retailers strategically positioned to serve those areas.retailers. Most of our distributors and retailers sell and distribute competing products and our products may represent a small portion of their businesses. The success of thisour distribution network will depend on the performance of the distributors and retailers. There is a risk that the mentioned entitiesretailers and distributors that we engage may not adequately perform their functions within the network by, without limitation, failingfail to distribute to sufficient retailersour products or positioningposition our products in localities that may not be receptive to our product.customers. Our ability to incentivize, motivate and motivateretain distributors to manage and sell our products is affected by competition from other food companies whothat have greater resources than we do. To the extent that our distributors and retailers are distracted from selling our products or do not employdeploy sufficient efforts in managingresources to manage and sellingsell our products, our sales and results of operations could be adversely affected. Furthermore, such third-parties’our distributors’ and retailers’ financial position or market share may deteriorate, which could adversely affect ourthe distribution, marketing and sales activities.activities related to our products thereby having a material adverse effect on our business.

Our ability to maintain and expand our distribution network and attract additional distributors and retailers will dependdepends on a number of factors, some of which are outside our control. Some of these factors include:

We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our marketmarkets which could have a material adverse effect on our results of operation orand financial condition.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

We need to maintain adequate inventory levels to be able to deliver products on a timely basis. Our inventory supply depends on our ability to correctlyaccurately estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, for seasonal promotions and in new markets. If we materially underestimate demand for our products or are unable to maintain sufficient inventory, we mightmay not be able to satisfy demand on a short-term basis. IfAlternatively, if we overestimate demand for our products, we may end up withhave too much inventory resultingon hand, which may result in higher storage costs and the risk of inventory spoilage. If we fail to manage our inventory to meet demand, we could damage our relationshipsbrand and our relationship with our customers andwhich could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affecthave a material adverse effect on our operating results.results and financial condition.

If we do not continually enhance our brand recognition, increase distribution of our products, attract new customers and introduce new products either on a timely basis or at all, our business may suffer.

The food industry is subject to rapid and frequent changes in consumer demands. Because consumers in this industry are constantly seeking new products, our success relies heavily onupon our ability to continue to market new products. We may not be successful in introducing or marketing new products on a timely basis, or marketing new products. If we are unableif at all. Our inability to commercialize new products our revenue may not grow as expected, which would adversely affecthave an adverse effect on our business, financial condition and results of operations.

Any damage to our brand or reputation could adversely affect our business, financial condition and results of operations.

We must protect and grow the value of our brand to continue to be successful in the future. Any incident that erodes consumer affinity for our brand could significantly reduce our value and damage our business. For example, negative third-party reports regarding our products, whether accurate or not, may adversely impact consumer perceptions. In addition, if we are forced, or voluntarily elect, to recall certain products irrespective of whether such recall is mandatory or voluntary, the public perception of the quality of our foodproducts may be diminished. We may also be adversely affected by news reports or other negative publicity, regardless of their accuracy, regarding other aspects of our business, such as public health concerns, illness and safety. This negative publicity could adversely affect our brand and reputation as well aswhich could have a material adverse effect on our revenuebusiness and profits.

We must expend resources to maintain consumer awareness of our brand, build brand loyalty and generate interest in our products.financial condition.

In order to remain competitive, we may need to increase our marketing and advertising spending in order to maintain and increase consumer awareness, protect and grow our existing market share or to promote new products, which could impact our operating results. Substantial advertising and promotional expenditures may be required to maintain or improve our brand’s market position or to introduce new products to the market, and participants in our industry are engaging with non-traditional media, including consumer outreach through social media and web-based channels. An increase in our marketing and advertising efforts may not maintain our current reputation, or lead to an increase in brand awareness.

We have no long-term contracts with our customers which require theour customers to purchase of a minimum amount of our products. The absence of long-term contracts could result in periods during which we must continue to pay costs and service indebtedness without current revenues or with reduced revenues.

Our customersWe do not provide ushave long-term contacts with firm, long-term volumeour customers which require our customers to purchase commitments. As a resultminimum amount of the absence of long-term contracts,our products. Accordingly, we could have periods during which we have no or only limited orders for our products, butwhich will make it difficult for us to operate as we will continue to have to paycontinue paying our costs including costs to maintainexpenses and servicing our work force and service our indebtedness, without the benefit of current revenues or with reduced revenues.debt. We cannot ensureprovide assurance that we will be able to timely findlocate new customers, to supplementif at all. The periods wherein which we experience no or limited purchase orders or that we can recover fixed costs as a result of experiencing reduced purchase orders. Periods ofhave no or limited purchase orders for our products could have a material adverse effect on our net income, cause us to incur losses or result in violations of the debt covenants contained in our financing arrangements.business and financial condition.

Severe weather conditions and natural disasters canmay affect manufacturing facilities and distribution activities andwhich may negatively impact the operating results of our business.

Severe weather conditions and natural disasters, such as fires, floods, droughts, frosts, hurricanes, earthquakes and tornadoes may curtail or prevent the manufacturing or distribution of our products which may have a material adverse effect on our results of operation or financial condition.

Global or regional health pandemics or epidemics, including COVID-19, could negatively impact our business operations, financial performance and results of operations.

Our business and financial results could be negatively impacted by the recent outbreak of COVID-19 or other pandemics or epidemics. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. During 2020, COVID-19 has significantly impacted economic activity and markets around the world, and it could negatively impact our business in numerous ways, including but not limited to those outlined below:

These and other impacts of the COVID-19 or other global or regional health pandemics or epidemics could have the effect of heightening many of the other risks described in this “Risk Factors” section such as those relating to our reputation, brands, product sales, results of operations or financial condition. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the duration and severity of any outbreak and actions taken by parties other than us to respond to them. Any of these disruptions could have a negative impact on our business operations, financial performance and results of operations, which impact could be material.

Our international operations expose us to regulatory, economic, political and social risks in the countries in which we operate.

The international nature of our operations involves a number of risks, including changes in U.S. and foreign regulations, tariffs, taxes and exchange controls, economic downturns, inflation and political and social instability including retaliation, war, and civil unrest in the countries in which we operate and our dependence on foreign personnel.operate. Moreover, consumers in different countries may have varying tastes, preferences and nutritional approaches.opinions. We cannot be certain that we will be able to enter and successfully compete in additional foreign markets or that we will be able to continue to compete in the foreign markets in which we currently operate.

Doing business outside the United States requires us to comply with the laws and regulations of the U.S. government and various foreign jurisdictions, which place restrictions on our operations, trade practices, partners and investment decisions. In particular, our operations are subject to U.S. and foreign anti-corruption and trade control laws and regulations, including, but not limited to, the Foreign Corrupt Practices Act (“FCPA”) orFCPA and the Bribery Act and export controls. As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating anti-corruption and trade control laws and sanctions regulations.Export Sales Reporting Program. The FCPA prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. In addition, the Bribery Act extends beyond bribery of foreign public officials and also applies to transactions with private persons. The provisions of the Bribery Act are also more onerous than the FCPA in a number of other respects, including jurisdictional reach, non-exemption of facilitation payments and, potentially, penalties. Our continued expansion outside the United States and our development of new partnerships and joint venture relationships worldwide could increase the risk of FCPA or Bribery Act violations in the future. We have operations and deal with governmental clients in countries known to experience corruption, including certain emerging countries in the Middle East. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees or third parties that we engage that could be in violation of various laws including the FCPA and other anti-corruption laws, even though these parties are not always subject to our control. As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating anti-corruption laws. In addition, we are subject to the Export Sales Reporting Program which monitors U.S. agricultural export sales on a daily and weekly basis, and we must comply with OFAC trade sanctions. Violations of anti-corruption, export and trade control laws and sanctionsother regulations arewe may be subject to may be punishable by civil penalties, including fines, denial of export privileges, injunctions and asset seizures as well as criminal fines and imprisonment.

Disruptions in the worldwide economy may adversely affect our business, financial condition and results of operations.

Adverse and uncertain economic conditions may impact distributor, retailer and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, distributors, retailers and consumers may suffer. Consumers may shift purchases to purchasing lower-priced or other perceived value offeringsproducts during economic downturns, making it more difficult for us to sell our premium products. During economic downturns, it may be more difficult to convincepersuade existing consumers to switch to or continue to use our brand or convincepersuade new consumers to chooseselect our brand without price promotions. DistributorsFurthermore, during economic downturns, distributors and retailers may become more conservative in response to these conditions and seek to reduce their inventories.inventories of our products. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors and retailers, to attract new consumers and to provide products that appeal to consumers at prices they are willing and able to pay. Prolonged unfavorable economic conditions may have an adverse effect on our salesresults of operation and profitability.financial condition.

We purchase substantially all of our food products from a limited number of regions and from a limited number of suppliers. Price increases and shortages in food products could adversely affect our operating results.

We purchase substantially all of our food products from a limited number of regions around the world or from a limited number of suppliers. Increases in the prices of the food products which we purchase could adversely affect our operating results if we are unable to offset the effect of these increased costs through price increases, and we can provide no assurance that we will be able to pass along such increased costs to our customers. Furthermore, if we cannot obtain sufficient food products or our suppliers cease to be available to us, we could experience shortages in our food products or be unable to meet our commitments to customers. Alternative sources of food products, if available, may be more expensive. Any such failure to supply or delay caused by our supplies may have a material adverse effect on our operating results.

Price increases may not be sufficient to cover increased costs, or may result in declines in sales volume due to pricingprice elasticity in the marketplace.

We expectmay be able to pass along to customers some or all cost increases in packaging materials and other inputs through increases ininput costs to our customers by increasing the selling prices of, or decreases in the packaging sizes of, someprice of our products. Higherproducts or decreasing the size of our products; however, higher product prices or smaller packagingdecreased product sizes may also result in reductionsa reduction in sales volume. To the extent the price increases volume and/or packaging size decreasesconsumption. If we are not sufficientable to increase our selling prices or reduce product sizes sufficiently, or in a timely manner, to offset increased packaging materials and other input costs, and/including packaging, freight, direct labor, overhead and employee benefits, or if they result in significant decreases inour sales volume decreases significantly, there could be a negative impact on our business results and financial condition may be adversely affected.and results of operations.

We operate in a highly competitive industry.

The food industry is intensely competitive and consolidation in this industry continues. We operateface competition in the highly competitive food industry and experience competition in all of our categories. The principal areas of competition are brand recognition, taste, quality, price, advertising/promotion, convenience and service. A number of our primary competitors are larger than us and have substantial financial, marketing and other resources.resources as well as substantial international operations. In addition, reduced barriers to entry and easier access to funding are creating new competition. A strongFurthermore, in order to protect our existing market share or capture increased market share in this highly competitive response from oneenvironment, we may be required to increase expenditures for promotions and advertising and continue to introduce and establish new products. Due to inherent risks in the marketplace associated with advertising and new product introductions, including uncertainties about trade and consumer acceptance, increased expenditures may not prove successful in maintaining or more of these competitors toenhancing our marketplace efforts, ormarket share and could impact our operating results. In addition, we may incur increased credit and other business risks because we operate in a continued shift towards store brand offerings, could result in us reducing prices, increasing marketing or other expenditures, and/or losing market share.highly competitive environment.

Our business operations could be disrupted if our information technology systems fail to perform adequately.

The efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our business data, communications, supply chain, order entry and fulfillment, and other business processes. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies, and the loss of sales and customers, causing our business and results of operations to suffer. In particular, as we grow, we need to make sure that our information technology systems are upgraded and integrated throughout our business and able to generate reports sufficient for management to run our business. In addition, our information technology systems may be vulnerable to damage, interruption or security breaches from circumstances beyond our control, including fire, natural disasters, system failures, cyber-attacks, corporate espionage, and viruses. Any such damage, interruption or security breach could have a material adverse effect on our business.

We may be subject to significant liability shouldand may have to recall our products if the consumption of any food product manufactured or marketed by us causecauses injury, illness or death. Regardless of whether such claims against us are valid, they may be expensive to defend and may generate negative publicity, both of which could materially adversely affect our business, operating results.results and financial condition.

The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties or product contamination or spoilage, including the presence of bacterial contamination, foreign objects, substances, chemicals, other agents or residues introduced during production processes. Our food products may also be subject to product tampering, contamination or spoilage or be mislabeled or otherwise damaged which may result in a product recall.

We are dependent on our third-party manufacturers for compliance with rules and regulations with respect to production of many of our products. Although we believe that we and our manufacturers are in material compliance with all applicable laws and regulations, if the consumption of our products causes or is alleged to have caused an illness in the future, we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding an illness, injury or death could materially adversely affect our reputation with existing and potential customers and consumers on a permanent basis and our corporate image and operating results.

Our food products may also experience product tampering, contamination or spoilage or be mislabeled or otherwise damaged. Under certain circumstances a product recall could be initiated, leading to a material adverse effect on our reputation, operations and operating results. Recalls may be required to avoid seizures or civil or criminal litigation or due to market demands. Even if such a situation does not necessitate a recall, product liability claims could be asserted against us. A product liability judgment or a product recall involving us could have a material adverse effect on our business, financial condition, results of operations or liquidity and could impair the perception of our brands for an extended period of time.

We are dependent on our third-party manufacturers for compliance with sound and lawful production of many of our products. Even if we have insurance or contractual indemnification, product liabilities relating to defective products could have a material adverse effect on our business, results of operations liquidity,and financial condition and brand image.

condition.

The food industry has been subject to a growing number of claims, including class action lawsuits based on the nutritional content of food products as well as disclosure and advertising practices. In the future we may be subject to these types of claims and proceedings and, even if we are successful in defending such claims, publicity about these matters may harm our reputation and adversely affect our results. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to defend and may divert time and money away from our operations, which could have a material adverse effect on our performance. AFurthermore, a significant judgment could materially and adversely affect our financial condition or results of operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation, which could materially adversely affect our results.

The food industry has been subject to a growing number of claims, including class action lawsuits based on the nutritional content of food products as well as disclosure and advertising practices. In the future we may face these types of claims and proceedings and, even if we are successful in defending these claims, publicity about these matters may harm our reputation and adversely affect our results. In addition, suits against our competitors can harm our business. These types of class action lawsuits can also make it more difficult for us to market our products, by restricting our ability to differentiate our products from other products on the market.

Outbreaks of disease among livestock and poultry flocks could harm the Company’sour revenues and operating margins.

As a supplier of meat products, we are subject to risks associated with the outbreak of disease in beef livestock and poultry flocks, including, but not limited to, avian influenza and bovine spongiform encephalopathy. The outbreak of disease could adversely affect our supply of raw materials, increase the cost of production and reduce operating margins. Additionally, the outbreak of disease may hinder our ability to market and sell products which could have a material adverse effect on our results of operations and financial condition.

We are dependent upon key personnel whose loss may adversely impact our business.

Our success materially depends upon the expertise, experience and continued service of our management and other key personnel, including but not limited to, our current Chief Executive Officer, Anshu Bhatnagar. If we lose the services of Anshu Bhatnagar or any of other member of management, our business would be materially and adversely affected. We do not have “key person” life insurance, and we do not presently intend to purchase such insurance.

Our future success also depends upon our ability to attract and retain highly qualified management personnel and other employees. Any difficulties in obtaining, retaining and training qualified employees could have a material adverse effect on our results of operation or financial condition. The process of identifying such personnel with the combination of skills and attributes required to carry out our business plan is often lengthy. Any difficulties in obtaining and retaining qualified managers and employees could have a material adverse effect on our results of operation or financial condition.

We may fail to realize all of the anticipated benefits of any entities which we acquire, such benefits may take longer to realize than expected or we may encounter significant difficulties integrating acquired businesses into our operations. If our acquisitions do not achieve their intended benefits, our business, financial condition, and results of operations could be materially and adversely affected.

We have identifiedbelieve that businesses that we acquire will result in certain benefits, including certain cost synergies and operational efficiencies; however, to realize these anticipated benefits, the businesses we acquire must be successfully combined with our business. The combination of independent businesses is a material weaknesscomplex, costly, and time-consuming process that will require significant management attention and resources. The integration process may disrupt the businesses and, if implemented ineffectively, would limit the expected benefits of these acquisitions to us. The failure to meet the challenges involved in integrating acquired businesses and realizing anticipated benefits could cause an interruption of, or a loss of momentum in, our internal control over financial reporting thatactivities and could if not remediated,adversely affect our results of operations.

The overall integration of acquired businesses may result in material misstatements in our financial statements.unanticipated problems, expenses, liabilities, competitive responses, loss of customer and other business relationships, and diversion of management’s attention. The difficulties of combining the operations of companies include, among others:

In connection with the auditMany of these factors are outside of our consolidated financial statements ascontrol and any one of and for the year ended October 31, 2017, we have concluded that there is a material weakness relating to our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Specifically, we identified a material weakness relating to the lack of segregation of duties due to the small size of the Company’s accounting staff. We need to take measures to fully mitigate such issue; provided, however, the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weakness will notthese factors could result in, a material misstatement of our annual or interim consolidated financial statements. If we are unable to correct material weaknesses or deficiencies in internal controls in a timely manner, our ability to record, process, summarizeamong other things, increased costs and report financial information accurately and within the time periods specifieddecreases in the rules and formsamount of the SEC, will be adversely affected. This failureexpected revenues, which could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business, financial condition, and results of operations. In addition, even if we are able to successfully integrate acquired businesses, the full benefits, including the synergies, cost savings, revenue growth, or other benefits that are expected, may not be achieved within the anticipated time frame, or at all. All of these factors could decrease or delay the expected accretive effect of the acquisitions, and negatively impact our business, operating results, and financial condition.

Risks Relating to Our Securities

Certain provisions of the Delaware General Corporation Law (“DGCL”), our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and our Amended and Restated Bylaws (“Bylaws”) may have anti-takeover effects that could discourage, delay or prevent a change in control, which may make an acquisition ofcause our Company by another company more difficult.stock price to decline.

Our Certificate of Incorporation, Bylaws and Bylaws contain provisions that permitDelaware law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. Our Certificate of Incorporation authorizes us to issue without any further vote or action by the stockholders, up to 125,000,000 shares of preferred stock.This preferred stock may be issued in one or more series, and, with respect to each such series, to fix the numberterms of shares constituting the series and the designation of the series, the voting powers, if any, of the shares of the series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such series.

Our Bylaws provide that special meetings of stockholderswhich may be called onlydetermined at the time of issuance by our board. Stockholders are not permitted to call a special meetingboard of stockholders, to require that the Board call such a special meeting, or to require that the Board request the callingdirectors without further action by stockholders. The terms of a special meetingany series of stockholders.

These provisions in our Certificate of Incorporation and Bylaws may have anti-takeover effects, which could delay, defer, or prevent a takeover attempt that a holder of our common stock might consider in its best interest.

Risks Relating to Our Securities

Our Certificate of Incorporation grants our Board of Directors, without any action or approval by our stockholders, the power to designate and issue preferred stock withmay include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and privileges that may be adverse toredemption rights and sinking fund provisions. The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock.

The total numberstock, and therefore, reduce the value of sharesour common stock. In particular, specific rights granted to holders of all classespreferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.As of stock that the Company has the authority to issue is 1,625,000,000 shares consisting of:April 8, 2020 we have designated (i) 1,500,000,000 shares of common stock, par value $0.001, of which 356,284,081 shares are issued and outstanding as of March 16, 2018 and (ii) 125,000,000120,000,000 shares of preferred stock par value $0.001 per share of which (A) 120,000,000 shares have been designated as Series A Convertible Preferred Stock, of which 44,570,10141,444,601 are outstanding, as of March 16, 2018 (B)(ii) 1,000,000 shares have been designatedof preferred stock as Series B Convertible Preferred Stock, none of which are outstanding asand (iii) 1,000,000 shares of March 16, 2018 and (C) 1,000,000 have been designatedpreferred stock as Series C Convertible Preferred Stock, of which 160,000430,801 shares are outstanding as of March 16, 2018.outstanding.

Pursuant to authority granted by

Provisions of our Certificate of Incorporation, Bylaws and applicable stateDelaware law our Boardalso could have the effect of Directors, without any actiondiscouraging potential acquisition proposals or approvalmaking a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders may designateto replace or remove our management. In particular, our Certificate of Incorporation, Bylaws and issue sharesDelaware law, as applicable, among other things:

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”) related to internal controls and procedures in such classesthe future, or, series (includingif we discover material weaknesses and other classes or series of preferred stock) as it deems appropriatedeficiencies in our internal controls over financial reporting, our stock price could decline significantly and establish the rights, preferences, and privileges of such shares, including dividends, liquidation and voting rights. The rights of holders of other classes or series ofraising capital stock, including preferred stock that may be issued could be superior to the rightsmore difficult.

Section 404 of Sarbanes-Oxley requires annual management assessments of the holders of shareseffectiveness of our common stock. The designationinternal controls over financial reporting. If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls and issuance of shares ofprocedures in the future, or, if we discover material weaknesses and other deficiencies in our internal controls over financial reporting, our stock price could decline significantly and raising capital stock having preferential rights could adversely affect other rights appurtenantbe more difficult. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the sharesadequacy of our common stock. Finally, any issuances of additional capital stock (common or preferred) will dilute the percentage of ownership interest of our stockholders and may dilute the per-share book value of the Company. For example, our Series C Convertible Preferred contain voting rights which provide each share of Series C Convertible Preferred Stock with 10,000 votes. Accordingly, 160,000 shares of Series C Convertible Preferred Stock outstanding as of October 31, 2017 are entitled to 1,600,000,000 votes on any matter presented for a vote to our common stockholders. This has resulted in the holders of our Series C Convertible Preferred Stock having voting majority voting control of the Company.

There is a limited trading market for our shares. Youinternal controls, we may not be able to sell your shares if you need money.

Our common stock is quotedensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the OTCQB, an inter-dealer automated quotation system for equity securities. During the three months ended October 31, 2017, the average daily trading volumeprice of our common stock was approximately 502,000 shares. As of October 31, 2017, we had 445 record holderscould drop significantly.

Because our management controls a significant percentage of our common stock (not including an indeterminate number of stockholders whose shares are held by brokers in “street name”). There has been limited trading activity in our stock, and when it has traded,voting capital, they may have control over the price has fluctuated widely. We consider our common stock to be “thinly traded” and any last reported sale prices may not be a true market-based valuation of the common stock. Stockholders may experience difficulty selling their shares if they choose to do so because of the illiquid market and limited public float for our common stock.

actions requiring stockholder approval.

As of April 8, 2020, members of our management team beneficially owned approximately 61% of our outstanding voting capital. As a result, our management team may have the ability to control substantially all matters submitted to our stockholders for approval including:

In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Securities Exchange Act of 1934 (the “Exchange Act”) establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We are an “emerging growth company” within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to emerging growth companies, our common stock could be less attractive to investors.

For as long as we remain an “emerging growth company”, as defined in the Jumpstart our Business Startups Act (the “JOBS Act”), we will have the option to take advantage of certain exemptions from various reporting and other requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these and other exemptions until we are no longer an “emerging growth company”. In addition, the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year during which we have total annual gross revenues of $1.07 billion or more, (2) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering, (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt, and (4) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act (i.e., the first day of the fiscal year after we have (a) more than $700,000,000 in outstanding common equity held by our non-affiliates, measured each year on the last day of our second fiscal quarter, and (b) been public for at least 12 months).

Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock or warrants less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We have never paid cash dividends and have no plans to pay cash dividends in the future

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of our preferred or commoncapital stock and we do not expect to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our preferred or commoncapital stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock.

If we fail to remain current in our reporting requirements, we could be removed from the OTCQB which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Securities tradedAs a company listed on the OTCQB must be registered withand subject to the SEC andreporting requirements of the issuerExchange Act, we must be current with itsour filings pursuant to Section 13 or 15(d) of the Exchange Act in order to maintain price quotation privileges on the OTCQB. If we fail to remain current in our reporting requirements, we could be removed from the OTCQB. As a result, the market liquidity of our securities could be severely adversely affected by limiting the ability of broker-dealers to trade our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTCQB which may have an adverse material effect on our Company.

Our common stock could be subject to extreme volatility.

The trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth in this Annual Report and in our other reports filed with the SEC from time to time, as well as our operating results, financial condition and other events or factors. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yetand unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock and wide bid-ask spreads. These fluctuations may have a negative effect on the market price of our common stock. In addition, the securities market has,markets have, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affecthave a material adverse effect the market price of our common stock.

Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

As a publicly traded company we incur significant legal, accounting and other expenses. The obligations of being a public company in the United States require significant expenditures and places significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted from the OTCQB, among other potential problems.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES

On April 11, 2017, we entered into a sublease with Buchanan Partners, LLC, pursuant to which we lease offices at 9841 Washingtonian Blvd, #390, Gaithersburg, MD 20878. We currently lease our office which consists of 2,798 square feet for $6,995$7,643.63 per month. Each year,Effective as of April 1, 2020, our rent will increase by 3% such that: (i) from April 1, 2018 until March 2019, we will pay $7,204.85 per month; (ii) from April 1, 2019 until March 2020, we will pay $7,421 per month; (iii) from April 1, 2020 until March 2021, we will pay $7,643.63 per month; and (iv) from April 1, 2021 until December 31, 2021, we will payto $7,872.93 per month. The term of theOur lease shallwill expire on December 31, 2021.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm our business. As of the date of this Annual Report on Form 10-K, except as set forth herein, management believes that there are no claims against us, which it believes will result in a material adverse effect on our business or financial condition.

On May 11, 2016, we filedDecember 1, 2018, Mid-Atlantic CFO Advisory Services (“Mid-Atlantic”) commenced a lawsuit against Verus Foods, Inc. and Anshu Bhatnagar in the Fairfax Circuit Court, Case No. 2018-16824. This case stems from the Company’s use of Mid-Atlantic’s services for certain business transactions and the Company’s failure to pay for such services. On December 28, 2018, a Confirmation of Arbitration Award and Final Judgment Order was approved, awarding Mid-Atlantic an amount which included claimed services, attorney’s fees, arbitration costs and fees, and interest of 4% percent per annum from November 22, 2018. During October 2019, we paid $205,300 and received a Final Judgment Order releasing Verus Foods, Inc. and Anshu Bhatnagar from all claims.

On April 4, 2019, Auctus Fund, LLC (“Auctus”) commenced a lawsuit against the Company in the United States District Court for the Southern District of Florida against Monaker seeking collectionMassachusetts. On August 27, 2019 the Company filed a motion to dismiss this lawsuit. On September 30, 2019, Auctus responded by filing a First Amended Complaint. The Company then filed a second motion to dismiss on October 24, 2019. This case stems from a securities purchase agreement and convertible note issued in May 2017, a securities purchase agreement and convertible note issued in July 2018, the spin-off of the Company’s real estate division into NestBuilder including the issuance of shares of NestBuilder in the spin-off to the Company’s stockholders and an inducement agreement, release and payoff agreement executed by the parties in February 2019 whereby the Company settled the balance of outstanding amounts owed to us,Auctus in consideration for cash and shares of NestBuilder. Auctus has requested that the amount of $1,287,517, for advances on operating expensescourt grant it injunctive and various debt obligation conversions toequitable relief and from. On December 22, 2017, we entered into a settlement agreement (the “Settlement Agreement”) pursuant to which Monaker paid NestBuilder funds as part of the settlement, and we filed a Joint Stipulation of Dismissal with Prejudicespecific performance with respect to the lawsuit.

In December 2016, Monaker filed a lawsuit against us in Eleventh Circuit Federal Court seeking an injunction against our action to cancel 44,470,101 shares of Series A Preferred Stock and 10,359,890 shares of common stock which were issued to Monaker. Additionally, Monaker sought to reverse the cancellation of these shares in its entirety. On January 15, 2017, the Court denied Monaker’s motion for a preliminary injunction. Pursuant to the terms of the Settlement Agreement, we agreed to issue Monaker 44,470,101 shares of Series A Preferred Stock and 10,359,890 shares of common stock and we filed a Joint Stipulation of Dismissal with Prejudice with respect to the lawsuit. 

On April 5, 2017, Alex Aliksanyan filed a lawsuit against us in the Circuit Court of Maryland seeking injunctive relief compelling the spin-off of assets in the former Real Estate Division. A trial was held on August 30, 2017, after which the Court ordered us to proceed with the spin-off and denied other claims. On October 27, 2017, we announced the execution of a Contribution and Spin-off Agreement to spin-off our real estate division into NestBuilder.com Corp., a separate public company. The judgment has been satisfied and the matter was dismissed on February 13, 2018. 

In addition to the matter presented above, in the ordinary course of business, we may from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possibleCompany’s obligations; determine that the resolution of such matters may have a material adverse effect upon our financial condition and/or results of operations.Company is liable for all damages, losses and costs and award Auctus actual losses sustained; award Auctus costs including, but not limited to, costs required to prosecute the action including attorneys’ fees; and punitive damages.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

GeneralMarket Information

Our common stock is currently quoted on the OTCQB tier of the OTC Markets under the symbol “VRUS”. Our common stock was listed on the OTCQBfollowing tiers of the OTC Markets under the following symbols: (i) we began trading on the OTC Markets (on the Grey Market) on October 14, 2008 under the symbol “WBDG”; (ii) on November 10, 2008, our common stock began trading under the symbol “WBDG” on the OTCQB; (iii) on September 21, 2011, our common stock began trading under the symbol “WBDG” on the OTC Pink tier of the OTC Markets; (iv) on June 6, 2012, our common stock began trading under the symbol “WBDG” on the OTCQB; (v) on November 2, 2012, we changed our symbol to “RBIZ”; (vi) on April 10, 2018, our common stock began trading under the symbol “RBIZ”. The following table shows our high and low closing prices on the OTC Pink tier of the OTC Markets, (vii) on October 16, 2018, our common stock atbegan trading under the endsymbol “VRUS” on the OTC Pink tier of each quarter for the fiscal years 2017OTC Markets and 2016.(viii) on July 17, 2019, our common stock began trading under the symbol “VRUS” on the OTCQB.Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.