UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

First Amended

Form 10-K10-K/A

For the fiscal year ended November 30 2020, 2022

OR

For the transition period from_____________ to _____________.

Commission file number 000-55875

Nestbuilder.com Corp.

Renewable Innovations, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (201) 845-7001(801)406-6740

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001

(Title of class)

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 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 such filing requirements for the past 90 days. [X] Yes [  ] ☒ No ☐

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

Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [  ]

Yes [X] ☐ No ☒

As of May 31, 2020, theThe aggregate market value of the registrant’svoting and non-voting common stockequity held by non-affiliates as of March 3, 2023 was $3,747,114,$365,435, based on the last saleclosing price for such stockof $0.06 on May 3, 2019.31, 2022.

As of February 1, 2021,March 3, 2023, there were 1,673,2376,090,580 shares of common stock, par value $0.0001, issued and outstanding.

Documents Incorporated by Reference

None.None.

NESTBUILDER.COM CORP.RENEWABLE INNOVATIONS, INC.

FIRST AMENDEDFORM 10-K10-K/A ANNUAL REPORT

FOR THE FISCAL YEAR ENDED NOVEMBER 30, 20202022

TABLE OF CONTENTS

PART I

Introductory Note

This First Amended Annual Report on Form 10-K/A is being filed to amend the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2023 (the “Original Annual Report”) only to update the financial statements of Renewable Innovations, Inc. in Item 15(a)(1) and the Management’s Discussion and Analysis of Financial Condition and Results of Operations for Renewable Innovations, Inc. for the years ended November 30, 2022 and 2021 in Item 15(c).

More specifically, as first disclosed in our Current Report on Form 8-K filed with the Commission on June 1, 2023, we have included herein the (Restated) audited Balance Sheet of Renewable Innovations, Inc. as of November 30, 2022, and the related (Restated) Statements of Operations, (Restated) Statements of Stockholders’ Equity (Deficit), and (Restated) Statements of Cash Flows for the year then ended, as well as (Restated) Notes to the Financial Statements.

Other than as set forth above, the text of the Original Annual Report has not been updated.

Cautionary Statement Regarding Forward Looking Statements

This Annual Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. OurThe Company’s future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1 – BUSINESS

HistoryOur Historical Nestbuilder Business

We were incorporated in the State of Nevada on January 10, 2017 as a wholly owned subsidiary of RealBiz Media Group,Prior to our merger with Renewable Innovations, Inc., a Delaware corporation, (“RealBiz”). On October 27, 2017, we RealBiz, Anshu Bhatnagar and Alex Aliksanyan entered into a Contribution and Spin-Off Agreement, as amended by a First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018 (the “Spin-Off Agreement”). Under the Spin-Off Agreement, we and RealBiz agreed, among other things, to use commercially reasonable efforts to effectuate a pro rata distribution of our common stock to RealBiz stockholders. In addition, in furtherance of the separation and distribution described in the Spin-Off Agreement, RealBiz contributed to us certain of its assets and liabilities, including all tangible and intangible assets related to its digital media and marketing services for the real estate industry.

On July 31, 2018, RealBiz effectuated our spin-off from RealBiz. Upon completion of the spin-off, RealBiz stockholders owned 100% of the outstanding shares of our common stock. The spin-off was effectuated by way of a pro rata distribution of our common stock to the RealBiz stockholders of record as of July 2, 2018. Each RealBiz stockholder received one share of our common stock for every 900 shares of RealBiz common stock held by such stockholder on the record date. No fractional shares of our common stock were issued. Instead, RealBiz stockholders received a check that represented cash in lieu of fractional shares.

The Company

We are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generategenerated revenue from service fees (video(video creation and production and referral fees from our LoseTheAgent.com website hosting (ReachFactor)). At the core of our programs iswas our proprietary video creation technology which allowsallowed for an automated conversion of data (text, video slices and pictures of home listings) to a video with voice over and music. We provideprovided video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video iswas created using our proprietary technology, it cancould be published to social media, email or distributed to multiple real estate websites.

In addition, we ownowned and operateoperated the web site LoseTheAgent.com, which iswas a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We currently have approximatelyhad as many as 100,000 home listings across all 50 states. We monetizemonetized the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest.

We also plandiscontinued the historical business of Nestbuilder.com on generating additional revenuesFebruary 28, 2023.

Corporate History

We were incorporated on June 28, 2019 and commenced operations in 2021.

On December 1, 2022, pursuant to an Agreement and Plan of Merger, we were acquired by monetizing seller/buyer informationNestbuilder.com Corp through the merger of NB Merger Corp. with targeted, interested parties. The web siteand into Renewable Innovations, Inc., with Renewable Innovations, Inc. continuing as the surviving wholly owned subsidiary of Nestbuilder.com Corp. Renewable Innovations, Inc., a Delaware corporation (the wholly owned subsidiary), changed its name to Renewable Innovations Corp., and Nestbuilder.com Corp (the parent corporation) changed its name to Renewable Innovations, Inc.

Overview

We are focused on designing, optimizing, developing, and producing modular, scalable, zero-carbon green renewable solutions. Applications for scalable power vary from primary power to emergency power and mobile power.

Our initial focus is fully functionalon mobile and stationary electric vehicle rapid charging.

We leverage our deep engineering expertise, history in power, and market vision and combine those with industry leaders through collaboration agreements for best product, best price, and best availability One example of this is being marketed via various online platforms.our collaboration agreement with General Motors (“GM”) for its fuel cells and batteries.

Products

Our expertise and Services

We currently offer the following products and services:

Enterprise Video Production: We service large and small broker accountsleadership experience in the North America Real Estateindustry began in 2014 when we began developing polymer electrolyte membrane (PEM) fuel cells for datacenter backup power. This collaboration was with Daimler, Hewlett Packard Enterprises (HPE), and the National Renewable Energy Laboratory (NREL).

In 2017, a fuel cell system was installed at NREL and demonstrated to attendees during the Super Computing Show held in Denver that year. In 2019 and 2020 full load testing and validation of 250 kilowatt (“kW”) fuel cells were performed over 24- and 48-hour non-stop runs with Microsoft. The tests were considered successful and began an evolution for others to explore this solution.

We are focused on taking advantage of the projected growth of the hydrogen market by continuing to design and build stationary power systems using hydrogen fuel cells. Our first product, the “MEC-H” (Mobile Energy Command-Hydrogen) has been tested in multiple commercial applications including the Rebelle Rally in October 2021 when the product was used to power the all-women’s race in the deserts of Nevada and California. See (www.rebellerally.com).

The Market in compiling listings

In the past, the technology wasn’t quite ready, or people were not serious enough about decarbonization. We don’t believe that those barriers exist today. With the barriers removed, we believe the hydrogen economy will enter into a Video format and distributing to those franchisor’s websites, brokers and agents and lead generation platforms 24/7. Some of these multiyear contracts produced over 10 million video listings from 2012-2014. These volumes, however, have declined beginning in 2017. We currently have the ability to produce over 15,000 videos per day.

The Virtual Tour (VT): This program was developed and implemented to allow agents to access specific video based product strategies that are designed specifically to increase the SEO rank and traffic credit to real estate franchise systems and/or their brokers.

ReachFactor: Our social media and marketing platform under the “ReachFactor” brand name offers a variety of solutions to agents and brokers such as web design and web hosting.

LoseTheAgent.com: We own and operate the web site LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner (FSBO) segment. We currently have approximately 100,000 home listings across all 50 states. We monetize the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest. We also plan on generating additional revenues by monetizing seller/buyer information with targeted, interested parties. The web site is functional and is being marketed via various online platforms.

Growth Strategy

Key Elements of our growth strategy during fiscal 2020 include:

Focus on growing the number of home listings on LoseTheAgent.com. While we have experienced notable growthrenaissance in the number of listings of FSBO homes, we plan to continue to seek interested home buyers via targeted Internet2020s and social media platforms. In addition, we believe a public relations campaign could boost awareness of our brand and increase listings volume.

Leverage our proprietary video technology. While our proprietary video technology has been developed for the real estate industry, we believe this technology can be applied to other industries as well. In particular, we believe that the used car sale industry could benefit from our automated and seamless development engine. We will continue to explore these and other similar opportunities.

Design and develop technology for the real estate industry. We will continue working to develop technologies to increase sales and efficiencies for the real estate professional.

Background and Industry Trends

According to the National Association of Realtors (NAR) data, for sale by owner (FSBO) transactions represented over 8% of all home salescreate an $11 trillion hydrogen market in the United States in 2019. While NAR considers private sales between people familiar to each other, such as family members, as FSBO home sales, we believe this percentage is still impressive. In the Year 2020, trends are expected to expand the FSBO segment as technology replaces the search/find capabilitiescoming decades¹.

Despite its series of the MLS and property owners seeking to save on commissions take on additional roles typically carried out by real estate agents.

We believe that the real estate market is undergoing a dramatic change not dissimilar to that previously experienced by traditional stock brokerages. We believe that the most critical aspect driving this change is the advent of the Internet as a tool for searching for and researching real estate, eliminating the commitments of time and expense involved with visiting multiple properties in person. According to the National Association of Realtors’ 2014 “Member Profile,” 89% of home buyers use the internet to search for a home, up from 74% in 2010. This mirrors the 69% who use a realtor for their search. Note: many buyers use both the internet and a realtor in their search. In addition, home sellers can use the Internet to check home valuations, track the housing market and research comparable sales information. The majority of consumers used the Internet frequently to search for homes (81%), with consumers aged 33 or younger being higher than average (92%) and 59-67 year olds below (although still high at 69%). Searches are often conducted on mobile devices such as iPhones (47%), iPads (40%) or Androids (24%). One of the most significant trends for our business is that 70% of homebuyers search for and watch video home tours. Also, real estate searches on Google have grown 253%false starts over the past 50 years, hydrogen is finally coming into its own global adoption as the fuel of the future. We believe four years.factors are relevant to this change:

We are accelerating the growth and opportunities within the renewable economy. Our team brings experience and connections across the sector.

¹ Matthew Blieske, Shell’s Global Hydrogen Product Manager, in “Hydrogen Fuel Gives Rise to an $11 Trillion Revolution” by Luke Lango, InvestorPlace Senior Investment Analyst.

Intellectual Property Rights

We have developed significant intellectual and proprietary technologies for the renewable industry; however, we do not own any patents or trademarks. We use the following methods to protect our intellectual property:

Copyright Protection

Copyright law protects the source and object code of software and ensures exclusive rights. Copyright protection arises automatically upon the creation of an original work of authorship. The increased use of technology throughout the entire processduration of a typical residential real estate transactioncopyright is an important development in the real estate market. For instance, electronic communication and electronic data storage permits a real estate brokerageauthor’s life plus fifty years. We have common law copyright protection of our designs.

Trade Secret Protection

We choose to quickly reproduce standard real estate transaction documents, store such documents and store other important information about customers and properties, and communicate quickly with other parties involved in real estate transactions (e.g., title companies, insurers, surveyors, inspectors and governmental agencies), all of which permits increased efficiencies in the process of buying and selling a home. The technological changes and developments generally make it possible to achieve a greater volume of transactions with less effort and expense.

We believe the technological developments in the real estate market and the increased amount of information available to and used by ordinary consumers appear to be circumstances that are similar to those developments that eventually gave rise to the non-traditional stock brokerages which have intruded upon the market dominance of traditional stock brokerages over the past two decades. For example, we note that the non-traditional stock brokerages developed their services and products to compete primarily on the bases of price, consumer effort and technology. Their websites, such as TD Ameritrade or e-Trade, provide not only trading capacity for the average consumer, but also a tremendous amount of information about companies. In this regard, we note that there has recently been a proliferation of various Internet-related real estate businesses that seek to provide either specific and limited services or information relating to residential real estate transactions (e.g., ForSaleByOwner.com, BuyOwner.com, Realtor.com, Trulia.com and Zillow.com). Like the non-traditional stock brokerages, these businesses typically rely on consumer effort, technology and price as the bases for competition.

However, the market models of Zillow/Trulia and Realtor are now in direct conflict with the enterprises that own the listings and that make the actual sales. The Zillow group’s main revenues are generated by advertising the listing as though another agent owned the listing, an agent that had paid Zillow for such display. Unaware, the consumer thus interacts with the displayed agent thinking they are the one that controls the listing. Then the display agent contacts the true agent and askes to 50/50 split the commission due on the sale. As the consumer powerprotect many of the Zillow group has grown exponentially, they have substantially cut into the profits of the enterprisesideas and agents that actually own the listings. Thus, the battle lines are now drawn between the Zillow groupconcepts behind our product offerings as trade secrets.

From time to time, we may encounter disputes over rights and groups such as Realogy member of companies and Keller Williams.

We foresee direct and continuous pushback in 2020 by the enterprises against the Zillow group, in trying to neutralize their marketing power and take ownership back of their listings. As publicly owned companies the Zillow group can only grow revenues by increasing advertising rates to the agent community which strikes deep into agent discontent with the enterprises and the resulting demand in action. This competitive model is unique to the real estate industry and clearly will not follow the path of the aforementioned financial portals.

Website and Mobile Applications

Our product, LoseTheAgent.com, is a complex web site produced completely by our internal technology group. We believe our technology team has utilized the latest technologies in order to make LoseTheAgent easy to use and functionally convenient. Visitors are able to search our thousands of listings, gain critical information about properties, and after making an informed choice, directly contact owners of target properties. After making contact with an owner, a dialog commences between the two parties that may result in a potentially advantageous sale for both parties. Our use of map data increases site usability where visitors can search using state, city or even neighborhood.

We are utilizing our proprietary technology along with our industry contracts to create two separate and very important critical paths for real estate professionals and their organizations to follow. By using our video processing capabilities combined with micro-site and website building techniques we have created an agent/broker micro-site product that leverages best practices in SEO (search engine optimization) on the agent/brokers behalf and delivers a web and mobile friendly rich media experience to consumers. This solution provides the broker a significant increase in organic ranking in local searches, increased site traffic and by doing so, reduces the agent/broker dependency on traditional listing aggregators. Secondly, by integrating marketing capabilities into a single powerful platform, we have taken the direct-to-agent sales model and offered to the property owner through SoloSeller, our proprietary marketing toolset. This strategy lowers risk threshold by giving home sellers a set of tools to market their homes on social media and the Internet as well as providing a pathway to developing accelerating revenue stream via a monthly subscription model.obligations concerning intellectual property. While the former video generator intensive model for us will continue to be our primary revenue generator, we believe that our SoloSellerproduct and service offerings do not infringe the intellectual property rights of any third party, we cannot assure you that we will become the next generationprevail in any intellectual property dispute. If we do not prevail in such disputes, we may lose some or all of marketing for the FSBO home seller.

Market and Competition

The FSBO segment represents 8% of home sale transactions according to NAR; however, the segment remains nascent. We believe the advent of Internet based technology has made muchour intellectual property protection, be enjoined from further sales of the practical functionality reservedapplications determined to real estate professionals irrelevant. Even so, there doesn’t appearinfringe the rights of others, and/or be forced to bepay substantial royalties to a market leader focusing solely on the FSBO segment, likely because of challenges related to monetization of FSBO market opportunities. While Zillow has expanded the category dramatically by introducing a listing process for interested FSBO sellers, this runs against the revenue interest of Zillowthird party.

Governmental Controls, Approval and may potentially adversely impact agents that are the mainstay of Zillow revenues. Other players such as forsalebyowner.com and fsbo.com have been around for decades but have not had the financing to fuel market expansion and growth. As a result, we believe the existing competition in the FSBO market does not preclude us from achieving success in this market. We believe the key is to develop a formula for monetization so that the few web sites in the FSBO segment can fuel the category expansion the market is demanding.Licensing Requirements

The National Association of Realtors has approximately 1.2 million members, of which we estimate roughly half are active and associated with at least one real estate brokerage firm.

Presently, Zillow is the largest independent real estate market site, as measured by homes in its database and unique visitors to its website. In 2015, Zillow completed its acquisition of Trulia making it the single most powerful name in the real estate web marketplace. A full 29% of web property searches were conducted on the joint platforms in 2015. As part of the industry consolidation, NewsCorp recently acquired the 3rd largest real estate portal, Realtor.com. This acquisition has fueled the growth in Realtor.com both via relevance and traffic making it now the second most popular real estate directory site, after Zillow. Additionally, there are a variety of other websites which have meaningful market share and listing information. We believe a battle for the consumer mindset is now underway as the real estate enterprises enter into a competitive setting against Zillow/Trulia/Realtor/Homes. We also believe we can benefit from the acrimony as we have positioned ourselves as the friends of the enterprises and offerOur products and capabilities that will enhance the position of the enterprises by leveraging our technology.

Customers

We have experienced substantial customer losses in our legacy businesses due to our proprietary Virtual Tour technology being overtaken by open source coding and clients taking the service in house and offering as an added benefit to agents, free of charge. As a result, in 2020, our legacy business revenue was down 25%.

Industry Segments

We currently operate in one primary operating segment, real estate, mainly through web-assisted services.

Seasonality of Business

The residential real estate market has traditionally experienced seasonality, with a peak in the spring and summer seasons and a decrease in activity during the fall and winter seasons. Revenues in each quarter can be significantly affected by activity during the prior quarter, given the time lag between contract execution and closing. A typical real estate transaction has a 30-day lag between contract signing and closing of the transaction.

Environmental Regulation

We are not subject to environmental regulations that have a material effect upon our capital expenditures or otherwise.

Other Regulation

We are subject to governmental regulation byinternational, federal, state, and local regulatory authoritiesrequirements in accordance with respectstatutes and ordinances relating to, our operations. We operate several Internet websitesamong others, building codes, fire codes, public safety, electrical codes, etc. The level of regulation varies based on location.

Safety standards have been established by the American National Standards Institute (“ANSI”), covering the overall fuel cell system, however additional safety practices are being refined and defined by organizations such as the Institute of Electrical and Electronics Engineers (IEEE), Center for Hydrogen Safety (CHS), National Fire Protection Association (NFPA), and the International Fire Code (IFC). Our products are designed to meet and exceed all applicable safety standards.

Competition

The U.S. power grid is not capable of providing sufficient power or available to charge the electric vehicles that are coming to market. Power sources independent from the gird will be needed. Hydrogen is one source of power capable of providing large amounts of power for charging these vehicles.

Stationary and primary power is also another significant marked for fuel cells systems. Applications range from large data centers and corporate facilities, to smaller mobile and emergency services. Although there is more competition arising in these areas, we use to distribute information about and provide our services and content. Internet servicesfeel we have a lead in these applications.

There are now subject to regulationmultiple PEM fuel cell manufactures in the United States relatingworld, including General Motors, Toyota, Hyundai, Honda, Ballard, PLUG Power, Fuel Cell Energy, to name a few. Most manufacturers typically do not do integration. Some automotive manufacturers will install versions of their fuel cells systems in certain vehicles, others will contract or partner with other companies to integrate their fuel cells into vehicles.

We believe the privacyprincipal competitive factors in the markets in which we operate will include product features relative to price and securityperformance, lifetime operating cost, including any maintenance and support, product quality and reliability, safety, ease of personally identifiable user informationuse, footprint, rapid integration with existing equipment and acquisition of personal information from children under the age of 13, including the federal Child Online Protection Act (COPA) and the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM). In addition, a majority of states have enacted laws that impose data security and security breach obligations. Additional federal and state laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services. In addition, to the extent we offer products and services to online consumers outside the United States, the laws and regulations of foreign jurisdictions, including, without limitation, consumer protection, privacy, advertising, data retention, intellectual property, and content limitations, may impose additional compliance obligations on us.

Intellectual Property

We have been granted perpetual licenses of patents which the Company uses for imaging and streaming tiled imagesprocesses as well as 3D imageservice and warping technologies.support and corporate reputation.

Employees

The CompanyWe currently has two full-time employees.employ between 30 and 50 personnel which is comprised of full time, part time and contract personnel.

ITEM 1A1A. – RISK FACTORS.

As a smaller reporting company, we are not required to provide a statement of risk factors. Nonetheless, we are voluntarily providing risk factors herein.

Any investment in our common stock involves a high degree of risk. You should consider carefully the following information, together with the other information contained in this annual report,Annual Report, before you decide to buy our common stock. If one or more of the following events actually occurs, our business will suffer, and as a result our financial condition or results of operations will be adversely affected. In this case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

We face risks in developing our productsproduct candidates and services and eventually bringing them to market. We also face risks that we will lose some, or all, of our market share in existing businesses to competition, or we risk that our business model becomesmay become obsolete. The following risks are material risks that we face. If any of these risks occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed.

Risks RelatingRisk Factors Related to Ourthe Business of the Company

A. Business Risks

We have a limited operating history and no historyhistorical financial information upon which you may evaluate our performance.

We were incorporated in Delaware in June 2019 and are still in our earlier stages of profitability.

Our business has never generated a yearly profit. As a young company, we are subject to all of the risks associated with a new business enterprise. Ourdevelopment. You should consider our prospects must be consideredfor success in light of the associated risks and uncertainties. Unanticipated problems, expenses, and difficultiesdelays are frequently encountered by companies in their early stages of development, especially in challenging and competitive industriesnewer businesses, such as digital mediaours, and marketing services for the real estate industry and particularly in light of current general economic conditions.

We do not yet have a significant operating history which would provide you with meaningful information about our past or future operations. The Company has not yet achieved positive cash flow on a monthly basis during any fiscal year including the current fiscal year ending November 30, 2020 and there is significant risk to the survival of the enterprise.

There is substantial doubt about our ability to continue as a going concern.

We have had net operating losses for the years ended November 30, 2020 and 2019. Since the financial statements were prepared assuming that we would continue as a going concern, these conditions coupled with our current liquidity position raise substantial doubt about our ability to continue as a going concern. Furthermore, since we are pursuingdeveloping new products and services, this diminishesservices. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, onerous or problematic terms under licensing and other agreements, and inadequate marketing and sales. We may not successfully address these risks and uncertainties or successfully implement our abilityexisting and new products and services. The failure by us to accurately forecast our revenuesmeet any of these and expenses. other risks or uncertainties could have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We expect that our ability to continue as a going concern depends,will need additional funding in large part, on our ability to generate sufficient revenues, limit our expenses without sacrificing customer service,the future, and obtain necessary financing. Ifif we are unable to raise additional capital when needed, we may be forced to discontinue our business.

delay, reduce or eliminate products, programs, commercial efforts, or sales efforts. Developing products and marketing developed products is costly. We will requireneed to raise substantial additional financingcapital in the future but suchin order to execute our business plan and help us and our collaboration partners fund the development and commercialization of our products.

We intend to finance future cash needs through public or private equity offerings, debt financings, or strategic collaboration and licensing or royalty arrangements. Our stockholders may consequently experience additional dilution, and debt financing, if available, may involve restrictive covenants and high interest. Regarding accessing additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our products, processes and technologies or to grant licenses on terms not be availablenecessarily favorable to us.

If adequate funds are not available on acceptable terms,from the foregoing sources, we may consider additional strategic financing options, including sales of assets, or we may be unablerequired to funddelay, reduce the operationscope of, or eliminate one or more of our businessresearch or the further development maintenance, marketing and commercializationprograms, or curtail some of our products, including LoseTheAgent.com. As a result, we would likely be forced to dramatically alter or cease operations. To date, our revenues from operations have not generated cash flow sufficient to finance our operations and growth. We will require as a result significant additional capital to continue our operations. There can be no assurance given that we will be able to secure additional financing in the future.

We critically rely on our executive management, and the loss of certain members of management would materially and negatively affect us.

Our success materially depends upon thecommercialization efforts of our management and other key personnel, including but not limitedoperations. We may seek to our Chief Executive Officer, William McLeod, and our Chief Financial Officer, Thomas M. Grbelja. If we loseaccess the services of any of the members of our management team, our business would be materially and adversely affected. Furthermore,public or private equity markets whenever conditions are favorable, even if we do not have “key person” life insurance,an immediate need for additional capital.

If we are unable to attract and retain key personnel, we domay not presently intendbe able to purchase such insurance.effectively compete in our market.

Our future success also depends uponwill depend, in part, on our ability to attract and retain highlykey management beyond what we have today. We will attempt to enhance our management and technical expertise by recruiting qualified management personnelindividuals with desired skills and other employees. Any difficultiesexperience in obtaining, retainingcertain targeted areas. An inability to retain employees and training qualifiedto attract or recruit and keep sufficient additional employees could have a material adverse effect on our business, financial condition, results of operationoperations, and cash flows, as well as limit or financial condition. The process of identifying such personnel with the combination of skillsdelay our ability to develop and attributes required to carry outmarket our strategy 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.products.

We may not be unableable to obtain sufficient market acceptanceeffectively manage our growth and operations, which could materially and adversely affect our business.

We may experience rapid growth and development in a relatively short time span through our marketing efforts. The management of this growth will require, among other things, continued development of our services.

The market for residential real estate sales is well-established. However,financial and management controls and management information systems, stringent control of costs, increased marketing activities, the market for digital mediaability to attract and marketing services for residential real estate is relativelyretain qualified management personnel, and the training of new developing and even more uncertain. As is typicalpersonnel. We intend to hire additional personnel in the case of a new and rapidly evolving industry, demand and market acceptance for products and services are subjectorder to tremendous uncertainty. Our futuremanage our expected growth and financial performance will almost entirely depend upon consumers’ acceptance ofexpansion. Failure to successfully manage our productspossible growth and services, including specifically our LoseTheAgent.com web site. In this regard, the failure of advertisers to accept our model or the inability of our services to satisfy consumer expectations, woulddevelopment could have a material adverse effect on our business and the value of our common stock.

We may be unable to adequately protect or defend our intellectual property rights.

Our ability to compete partly depends on the superiority, uniqueness, and value of our intellectual property and technology, held directly or under license or royalty agreements with third parties. To protect our proprietary rights, we will rely on a combination of copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. However, we may be forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating to intellectual property rights, which could cause us to cease operations.be very costly and might negatively distract management from concentrating on operating the business.

If we do not innovate and provide products and services that are attractive to our users,The regulatory environment in our business space is complex, rapidly changing, and difficult to predict.

Investors should be aware that state and federal regulations in our business space are complex, and sometimes contradictory or inconsistent as between federal and state, or state to state regulations. However, positive changes have occurred in this industry in recent years, and it can be reasonably expected that the regulatory environment will continue to evolve in favorable way. A change in administrations on the federal level may result in significant changes in federal regulations and related enforcement, which could portend difficulties in planning and predicting future events. We might also encounter certain obstacles in implementing our business plan that include but are not limited to insurance issues. We intend to comply at all times and to the extent practicable with applicable regulations, but recognize that it may be harmed.difficult to always know what the regulatory requirements are, or whether or when such requirements will change.

B. Market Risks

Rising inflation rates, volatility in commodity prices and product shortages may adversely affect our financial results.

Some of our products contain commodity-priced materials. Commodity prices and supply levels affect our costs. These resources may become increasingly difficult to source due to various cost, geopolitical, or other reasons, which in turn might have a material adverse effect on our business.

Global inflationary pressures, particularly in the United States, have increased recently to levels not seen in recent years, which could potentially increase commodity price volatility, increased operating costs (including our labor costs) and reduced liquidity. In addition, the United States Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation, which may result in limitations on our ability to access credit or otherwise raise debt and equity capital. Our successability to pass on such increases in costs in a timely manner depends on our continued innovationmarket conditions, and the inability to provide productspass along cost increases could result in lower gross margins. Increases in interest rates, especially if coupled with reduced government spending and services that make our mobile applications, websitesvolatility in financial markets, may have the effect of further increasing economic uncertainty and other tools useful for consumers and real estate professionals, and attractiveheightening these risks. In an inflationary environment, we may be unable to potential advertisers. As a result, we must invest significant resources in research and development to improveraise the attractiveness and comprehensivenesssales prices of our products and services at or above the rate at which our costs increase, which could reduce our profit margins and effectively incorporatehave a material adverse effect on our financial results. We also may experience lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending or a negative reaction to our pricing. A reduction in our revenue would be detrimental to our financial condition and could also have an adverse impact on our future growth.

The current economic downturn and weakness in the economy, market trends and other conditions affecting the profitability and financial stability of our customers could negatively impact our sales growth and results of operations.

The demand for our products and services is sensitive to the production activity, capital spending and demand for products and services of our customers. In recent months, we have observed increased economic uncertainty in the United States and abroad. Impacts of such economic weakness include falling overall demand for goods and services, leading to reduced profitability, reduced credit availability, higher borrowing costs, reduced liquidity, volatility in credit, equity and foreign exchange markets, and bankruptcies. These developments could lead to supply chain disruption, inflation, higher interest rates, and uncertainty about business continuity, which may adversely affect our business and our results of operations. As our customers react to global economic conditions and the potential for a global recession, we may see them reduce spending on our products and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity. Reductions in spending on our solutions, delays in purchasing decisions, lack of renewals, inability to attract new mobilecustomers, as well as pressure for extended billing terms or pricing discounts, would limit our ability to grow our business and Internet technologies into them.negatively affect our operating results and financial condition.

Additionally, many of our customers operate in markets that may be impacted by market uncertainty, trade and tariff policies, costs of goods sold, currency exchange rates, central bank interest rate changes, foreign competition, offshoring of production, oil and natural gas prices, geopolitical developments, labor shortages, inflation, and a variety of other factors beyond our control. Any of these factors could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services. We have from time-to-time experienced labor shortages and other labor-related issues. Labor shortages have become more pronounced as a result of the COVID-19 pandemic. For example, labor shortages might affect our ability to attain qualified candidates for certain positions within the Company.

Our products and performance depend largely on the availability of hydrogen gas and an insufficient supply of hydrogen could negatively affect our sales and deployment of our products and services.

Our products and services depend largely on the availability of hydrogen gas. We are dependent upon hydrogen suppliers for success with the profitable commercialization of our products and services. If these fuels are not readily available or if their prices are such that energy produced by our products costs more than energy provided by other sources, then our products could be less attractive to potential users and our products’ value proposition could be negatively affected. If hydrogen suppliers elect not to participate in the material handling market, there may be an insufficient supply of hydrogen for this market that could negatively affect our sales and deployment of our products and services.

We will continue to be dependent on certain third-party key suppliers for components in our products. The failure of a supplier to develop and supply components in a timely manner or at all, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production.

We rely on certain key suppliers for critical components in our products, and there are numerous other components for our products that are sole sourced. If we fail to maintain our relationships with our suppliers or build relationships with new suppliers, or if suppliers are unable to provide products and services that users, including real estate professionals, want to use, then users may become dissatisfied and use competitors’ mobile applications, websites and tools. If we are unable to continue offering innovative products and services,meet our demand, we may be unable to attract additional usersmanufacture our products, or retain our current usersproducts may be available only at a higher cost or attract advertisers,after a delay. In addition, to the extent that our supply partners use technology or manufacturing processes that are proprietary, we may be unable to obtain comparable components from alternative sources.

The failure of a supplier to develop and supply components in a timely manner or at all, or to develop or supply components that meet our quality, quantity and cost requirements, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes. Any such delays could result in sales and installation delays, cancellations, penalty payments or loss of revenue and market share, any of which could harmhave a material adverse effect on our business, results of operations, and financial condition.

If use of mobile technology and the Internet, particularly with respect to real estate products and services, does not continue to increase as rapidly as we anticipate, our business could be harmed.

Our future success substantially depends on the continued use of mobile technology and the Internet as effective media of business and communication by our consumers. Mobile technology and Internet use may not continue to develop at historical rates, and consumers may not continue to use mobile technology or the Internet as media for information exchange. Further, these media may not be accepted as viable long-term outlets for information for a number of reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. If consumers begin to access real estate information through other media and we fail to innovate, our business may be negatively impacted.

We relydepend on third partiesa concentration of anchor customers for key aspectsthe majority of the process of providing services to our customers, and any failure or interruption in the services provided by these third parties could harm our ability to operate our business and damage our reputation.

We rely on third-party vendors, including website providers and information technology vendors. Any disruption in access to the websites developed and hosted by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties our providers face may have negative effects on our business, the nature and extent of which we cannot predict. We exercise little or no control over all of these third-party vendors, which increases our vulnerability to problems with the services they provide.

In addition, we license technology and related databases from third parties to facilitate aspects of our website and connectivity operations. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services could materially and negatively impact our relationship with our customers and adversely affect our brand and our business. It is possible that such errors, failures, interruptions or delays could even expose us to liabilities to our customers or other third parties.

Interruption or failure of our information technology and communications systems would impair our ability to effectively provide our services, which could in turn damage our reputation and harm our business.

Our ability to provide our services critically depends on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems would likely result in interruptions in our service to customers and the closings of real estate transactions from which we principally derive revenue. Accordingly, interruptions in our service would likely reduce our revenues and profits, and our brand could be damaged, perhaps irreparably, if people believe our system and services are unreliable.

To our knowledge, our systems are vulnerable to damage or interruption from terrorist or malicious attacks, floods, tornados, fires, power loss, telecommunications failures, computer viruses and other attempts to harm our systems, and similar types of events. Some of our systems are not fully redundant (i.e., backed up), and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, or a decision to close a facility we are using without adequate notice for financial reasons, could result in lengthy interruptions in our service. Any unscheduled interruption in our service would likely place a burden on our entire organization and result in an immediatethe loss of revenue. The steps we have taken to increase the reliability and redundancyany of our systems are expensive, reduce our operating margin and even then may not be successful in reducing the frequency or duration of unscheduled downtime.

Any failure to maintain the security of the information relating to our company andthese customers whether as a result of cybersecurity attacks on our information systems or otherwise, could damage our reputation, result in litigation or other legal actions against us, cause us to incur substantial additional costs, and materiallywould adversely affect our business, financial condition, results of operations and operating results.cash flows.

We receivesell most of our products to a few anchor customers, and storewhile we are continually seeking to expand our customer base, we expect this will continue for the next several years. Any decline in business with significant customers could have an adverse impact on our business, financial condition, and results of operations. Our future success is dependent upon the continued purchases of our products by a small number of customers. If we are unable to broaden our customer base and expand relationships with potential customers, our business will continue to be impacted by demand fluctuations due to our dependence on a small number of customers. Demand fluctuations can have a negative impact on our revenues, business, financial condition, results of operations and cash flows. Our dependence on a small number of major customers exposes us to additional risks. A slowdown, delay or reduction in a customer’s orders could result in excess inventories or unexpected quarterly fluctuations in our digital informationoperating results and liquidity. Each of our major customers has significant purchasing leverage over us to require changes in sales terms including pricing, payment terms and product delivery schedules, which could adversely affect our business, financial condition, results of operations and cash flows.

Volatility in commodity prices and product shortages may adversely affect our gross margins.

Some of our products contain commodity-priced materials. Commodity prices and supply levels affect our costs. Any shortages could adversely affect our ability to produce commercially viable fuel cell systems and significantly raise our cost of producing our fuel cell systems. While we do not anticipate significant near- or long-term shortages in the supply of platinum, a shortage could adversely affect our ability to produce commercially viable fuel cells or raise our cost of producing such products. Our ability to pass on such increases in costs in a timely manner depends on market conditions, and the inability to pass along cost increases could result in lower gross margins.

Our ability to source parts and raw materials from our suppliers could be disrupted or delayed in our supply chain which could adversely affect our results of operations.

Our operations require significant amounts of necessary parts and raw materials. We deploy a continuous, companywide process to source our parts and raw materials from fewer suppliers, and to obtain parts from suppliers in low-cost countries where possible. If we are unable to source these parts or raw materials, our operations may be disrupted, or we could experience a delay or halt in certain personal information aboutof our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, an outbreak of a severe public health pandemic, such as the COVID-19 pandemic, severe weather, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows.

Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of our customers could negatively impact our sales growth and results of operations.

The demand for our products and services is sensitive to the production activity, capital spending and demand for products and services of our customers. SomeMany of our customers operate in markets that information is stored digitally in connection with our digital platforms. We also utilize third-party service providers forare subject to cyclical fluctuations resulting from market uncertainty, trade and tariff policies, costs of goods sold, currency exchange rates, central bank interest rate changes, foreign competition, offshoring of production, oil and natural gas prices, geopolitical developments, labor shortages, inflation, deflation, and a variety of reasons, including, without limitation,other factors beyond our control. Any of these factors could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for encryptiontheir own products or services.

Any of these events could also reduce the volume of products and authentication technology, content deliveryservices these customers purchase from us or impair the ability of our customers to customers, back-office support,make full and timely payments and could cause increased pressure on our selling prices and terms of sale. Accordingly, a significant or prolonged slowdown in activity in the United States or any other functions. Such providers may have access to information we hold about our customers. In addition, our eCommerce operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments.

Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and cyber-attackers can be sponsored by countries or sophisticated criminal organizations or be the work of single “hackers” or small groups of “hackers.” As cyber threats evolve, change and become more difficult to detect and successfully defend against, one or more cyber-attacks might defeat ourmajor world economy, or a third-partysegment of any such economy, could negatively impact our sales growth and results of operations.

We face risks associated with our plans to market, distribute and service provider’s security measures in the futureour products and obtain the personal information of customers.services internationally.

Employee error or malfeasance, faulty password management or other irregularities may also result in a defeat of

We have begun to market our orproduct offerings internationally. We have limited experience operating internationally, including developing and manufacturing our third-party service providers’ security measures and a breach of our or their information systems. Moreover, hardware, software or applications we use may have inherent defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. We or our third-party service providers may not discover any security breach and loss of information for a significant period of time after the security breach occurs.

Any breach of our security measures or any breach, error or malfeasance of those of our third-party service providers and loss of our confidential information, or any failure by usproducts to comply with applicable privacythe commercial and information security laws and regulations, could cause us to incur significant costs to protect any customers whose personal data was compromised and to restore their confidencelegal requirements of international markets. Our success in us and to make changes to our information systems and administrative processes to address security issues and compliance with applicable laws and regulations.

In addition, such events could be widely publicized and could materially adversely affect our reputation with our customers and shareholders, could harm our competitive position, and could result in a material reduction in our net sales, thereby materially adversely affecting our operations, net sales, results of operations, financial condition, cash flows and liquidity. Such events could also result in the release to the public of confidential information about our operations and financial condition and performance and could result in litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies. Moreover, a security breach could require us to devote significant management resources to address the problems created by the security breach and to expend significant additional resources to upgrade further the security measures we employ to guard personal information against cyber-attacks and other attempts to access such information and could result in a disruption of our operations, particularly our digital retail operations.

We accept payments using credit and debit cards, and we may offer new payment options over time, which may have information security risk implications. As an online business accepting debit and credit cards for payment, we are subject to various industry data protection standards and protocols, such as payment network security operating guidelines and the Payment Card Industry Data Security Standard. We cannot be certain that the security measures we maintain to protect all of our information technology systems are able to prevent, contain or detect any cyber-attacks, cyber terrorism, or security breaches from known cyber-attacks or malware that may be developed in the future. To the extent that any cyber-attack or incursion in our or one of our third-party service provider’s information systems results in the loss, damage or misappropriation of information, we may be materially adversely affected by claims from customers, financial institutions, regulatory authorities, payment card networks and others. In certain circumstances, payment card association rules and obligations to which we are subject under our contracts with payment card processors make us liable to payment card issuers if information in connection with payment cards and payment card transactions that we hold is compromised, which liabilities could be substantial. In addition, the cost of complying with stricter and more complex data privacy, data collection and information security laws and standards could be significant to us.

Our operations are dependent upon our ability to protect our intellectual property, which could be costly.

Our technology is the cornerstone of our business and our successinternational markets will depend, in part, upon protecting any technology we use or may develop from infringement, misappropriation, duplicationon our ability and discovery, and avoiding infringement and misappropriationthat of third-party rights. Our intellectual property is essentialour partners to our business,secure relationships with foreign sub-distributors, and our ability to compete effectively withmanufacture products that meet foreign regulatory and commercial requirements. Additionally, our planned international operations are subject to other companies depends on the proprietary nature of our technologies. We do not have patent protection for our proprietary video on demand technology. We rely upon trade secrets, know-how, continuing technological innovationsinherent risks, including potential difficulties in enforcing contractual obligations and licensing opportunities to develop, maintain, and strengthen our competitive position. Although we intend to have confidentiality provisions in the agreements we enter into with our employees and independent contractors, there can be no assurance that such agreements can fully protect our intellectual property rights in foreign countries, and could be enforcedadversely affected due to fluctuations in a timely mannercurrency exchange rates, political and economic instability, acts or threats of terrorism, changes in governmental policies or policies of central banks, expropriation, nationalization and/or confiscation of assets, price controls, fund transfer restrictions, capital controls, exchange rate controls, taxes, unfavorable political and diplomatic developments, changes in legislation or regulations and other additional developments or restrictive actions over which we will have no control.

Doing business in foreign markets requires us to be able to respond to rapid changes in market, legal, and political conditions in these countries. As we expand in international markets, we may face numerous challenges, including unexpected changes in regulatory requirements; potential conflicts or disputes that any such employees or consultants will not violate their agreements with us.

Furthermore, wecountries may have to takedeal with; required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act or the UK Anti-Bribery Act of 2010, data privacy requirements, labor laws and anti-competition regulations; export or import restrictions; laws and business practices favoring local companies; fluctuations in currency exchange rates; longer payment cycles and difficulties in collecting accounts receivables; difficulties in managing international operations; potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers; restrictions on repatriation of earnings and the burdens of complying with a wide variety of international laws. Any of these factors could adversely affect our results of operations and financial condition. The success of our international expansion will depend, in part, on our ability to succeed in navigating the different legal, actionregulatory, economic, social, and political environments. For example, in June 2016, voters in the futureUnited Kingdom approved a reference to protect our trade secrets or know-how, or to defend them against claimed infringementwithdraw the United Kingdom’s membership from the European Union, which is commonly known as “Brexit.” The United Kingdom formally left the European Union on January 31, 2020, but the United Kingdom remained in the European Union’s customs union and single market for a transition period that expired on December 31, 2020. On December 24, 2020, the United Kingdom and the European Union entered into a Trade and Cooperation Agreement which was applied on a provisional basis from January 1, 2021. While the economic integration does not reach the level that existed during the time the United Kingdom was a member state of the rightsEuropean Union, the Trade and Cooperation Agreement sets out preferential arrangements in areas such as trade in goods and in services, digital trade and intellectual property. Negotiations between the United Kingdom and the European Union are expected to continue in relation to the relationship between the United Kingdom and the European Union in certain other areas which are not covered by the Trade and Cooperation Agreement. The long term effects of others. AnyBrexit will depend on the effects of the implementation and application of the Trade and Cooperation Agreement and any other relevant agreements between the United Kingdom and the European Union. We cannot predict the effect of Brexit nor do we have control over whether and to which effect any other member state will decide to exit the European Union in the future. These developments, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may harm our business.

Our investments in joint ventures may involve numerous risks that may affect the ability of such joint ventures to make distributions to us.

In the future we plan to conduct some of our operations through joint ventures in which we share control with our joint venture participants. Our joint venture participants may have economic, business or legal actioninterests or goals that are inconsistent with ours, or those of the joint venture. Furthermore, our joint venture participants may be unable to meet their economic or other obligations, and we may be required to fulfill those obligations alone. Failure by us, or an entity in which we have a joint venture interest, to adequately manage the risks associated with such joint ventures could have a material adverse effect on the financial condition or results of operations of our joint ventures and, in turn, our business and operations. In addition, should any of these risks materialize, it could have a material adverse effect on the ability of the joint venture to make future distributions to us.

Our products and services face intense competition.

The markets for energy products are intensely competitive. Some of our competitors in the power sector (predominantly incumbent technologies) are much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of profitable, commercially viable products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative energy generation in the United States and abroad, including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. These firms are engaged in forms of power generation such as advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. In addition, the primary current value proposition for our customers stems from productivity gains in using our solutions. Longer term, given evolving market dynamics and changes in alternative energy tax credits, if we are unable to successfully develop future products that type could be costlyare competitive with competing technologies in terms of price, reliability and time-consuminglongevity, customers may not buy our products. Technological advances in alternative energy products, battery systems or other fuel cell technologies may make our products less attractive or render them obsolete.

C. Financial and Liquidity Risks

If we cannot obtain financing to support the sale of our products and service to our customers, such failure may adversely affect our liquidity and financial position.

Customers representing most of our revenue purchase our products directly. These purchases require us and there can beto finance the manufacturing of such products, either ourselves or through third-party financing sources. To date, we have been successful in obtaining or providing the necessary financing arrangements. There is no assurancecertainty, however, that such actionswe will be successful. The invalidationable to continue to obtain or provide adequate financing for these arrangements on acceptable terms, or at all, in the future. Failure to obtain or provide such financing may result in the loss of key proprietary rightsmaterial customers and product sales, which we own or unsuccessful outcomes in lawsuits to protect our intellectual property maycould have a material adverse effect on our business, financial condition, and results of operations. Further, if we are required to continue to pledge or restrict substantial amounts of our cash to support these financing arrangements, such cash will not be available to us for other purposes, which may have a material adverse effect on our liquidity and financial position.

We have incurred losses and anticipate continuing to incur losses.

We have not achieved operating profitability in any period since our formation and we will continue to incur net losses until we can produce sufficient revenue to cover our costs. We anticipate that we will continue to incur losses until we can produce and sell our products and services on a large-scale and cost-effective basis. We cannot guarantee when we will operate profitably, if ever. In order to achieve profitability, we must successfully execute our planned path to profitability in the early adoption markets on which we are focused. The profitability of our products depends largely on material and manufacturing costs and the market price of hydrogen. The hydrogen infrastructure that is needed to support our growth readiness and cost efficiency must be available and cost efficient. We must continue to shorten the cycles in our product roadmap with respect to improvement in product reliability and performance that our customers expect. We must execute on successful introduction of our products into the market. We must accurately evaluate our markets for, and react to, competitive threats in both other technologies (such as advanced batteries) and our technology field. Finally, we must continue to lower our products’ build costs and lifetime service costs. If we cannot adequately protectare unable to successfully take these steps, we may never operate profitably, and, even if we do achieve profitability, we may be unable to sustain or increase our intellectual property rights, our competitorsprofitability in the future.

D. Operational Risks

We may not be able to compete more directlyexpand our business or manage our future growth effectively.

We may not be able to expand our business or manage future growth. We plan to continue to improve our manufacturing processes and build additional manufacturing production over the next five years, which will require successful execution of:

Ensuring delivery of our products is subject to many market risks, including scarcity, significant price fluctuations and competition. Maintaining adequate liquidity is dependent upon a variety of factors, including continued revenues from operations, working capital improvements, and compliance with our debt instruments. We may not be able to achieve our growth strategy and increase production capacity as planned during the foreseeable future. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, develop new products, satisfy customer requirements, execute our business plan, or respond to competitive pressures.

Delays in or not completing our product development goals may adversely affect our revenue and profitability.

If we experience delays in meeting our development goals, our products exhibit technical defects, or if we are unable to meet cost or performance goals, including power output, useful life and reliability, the profitable commercialization of our products will be delayed. In this event, potential purchasers of our products may choose alternative technologies and any delays could allow potential competitors to gain market advantages. We cannot assure that we will successfully meet our commercialization schedule in the future.

Periodically, we may enter into contracts with our customers for certain products that have not been developed or produced. There can be no assurance that we will complete the development of these products and meet the specifications required to fulfill customer agreements and deliver products on schedule. Pursuant to such agreements, the customers would have the right to provide notice to us if, in their good faith judgment, we have materially deviated from such agreements. Should a customer provide such notice, and we cannot mutually agree to a modification to the agreement, then the customer may have the right to terminate the agreement, which could adversely affect our competitive positionfuture business.

Other than our current products, which we believe to be commercially viable at this time, we do not know when or whether we will successfully complete research and asdevelopment of other commercially viable products that could be critical to our future. If we are unable to develop additional commercially viable products, we may not be able to generate sufficient revenue to become profitable. The profitable commercialization of our products depends on our ability to reduce the costs of our components and subsystems, and we cannot assure you that we will be able to sufficiently reduce these costs. In addition, the profitable commercialization of our products requires achievement and verification of their overall reliability, efficiency and safety targets, and we cannot assure you that we will be able to develop, acquire or license the technology necessary to achieve these targets. We must complete additional research and development to fill our product portfolios and deliver enhanced functionality and reliability in order to manufacture additional commercially viable products in commercial quantities. In addition, while we continue to conduct tests to predict the overall life of our products, we may not have run our products over their projected useful life prior to large-scale commercialization. As a result, we cannot be sure that our products will last as long as predicted, resulting in possible warranty claims and commercial failures.

Our products use flammable fuels that are inherently dangerous substances.

Our fuel cell systems use hydrogen gas in catalytic reactions. While our products do not use this fuel in a combustion process, hydrogen gas is a flammable fuel that could leak and combust if ignited by another source. Further, any such accidents involving our products or other products using similar flammable fuels could materially suppress demand for, or heighten regulatory scrutiny of, our products.

The risk of product liability claims and associated adverse publicity is inherent in the development, manufacturing, marketing and sale of fuel cell products, including products fueled by hydrogen, a flammable gas. Any liability for damages resulting from malfunctions or design defects could be substantial and could materially adversely affect our business, financial condition, results of operations and prospects. In addition, an actual or perceived problem with our products could adversely affect the market’s perception of our products resulting in a decline in demand for our products, which may materially and adversely affect our business, financial condition, results of operations and prospects.

Our purchase orders may not ship, be commissioned or installed, or convert to revenue.

Some of the orders we accept from customers require certain conditions or contingencies to be satisfied, or may be cancelled, prior to shipment or prior to commissioning or installation, some of which are outside of our control. The time periods from receipt of an order to shipment date and installation vary widely and are determined by a number of factors, including the terms of the customer contract and the customer’s deployment plan. There may also be product redesign or modification requirements that must be satisfied prior to shipment of units under certain of our agreements. If the redesigns or modifications are not completed, some or all of our orders may not ship or convert to revenue. In certain cases, we publicly disclose anticipated, pending orders with prospective customers; however, those prospective customers may require certain conditions or contingencies to be satisfied prior to entering into a purchase order with us, some of which are outside of our control. Such conditions or contingencies that may be required to be satisfied before we receive a purchase order may include, but are not limited to, successful product demonstrations or field trials. Converting orders into revenue is also dependent upon our customers’ ability to obtain financing. Some conditions or contingencies that are out of our control may include, but are not limited to, government tax policy, government funding programs, and government incentive programs. Additionally, some conditions and contingencies may extend for several years. We may have to compensate customers, by either reimbursement, forfeiting portions of associated revenue, or other methods depending on the terms of the customer contract, based on the failure on any of these conditions or contingencies. While not probable, this could have an adverse impact on our revenue and cash flow.

We are dependent on information technology in our operations and the failure of such technology may adversely affect our business.

We may experience problems with the operation of our current information technology systems or the technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. Inabilities and delays in implementing new systems can also affect our ability to realize projected or expected cost savings. Despite the implementation of network security measures, our information technology could be penetrated by outside parties (such as computer hackers or cyber terrorists) intent on extracting information, corrupting information or disrupting business processes. Such unauthorized access could disrupt our business and could result in a loss of assets or reputational damage. Additionally, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws.

Our financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

GAAP is subject to interpretation by the FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. See Note 4, “Summary of Significant Accounting Policies,” to our consolidated financial statements included in this Annual Report on Form 10-K regarding the effect of new accounting pronouncements on our financial statements. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us. Further, the implementation of new accounting pronouncements or a change in other principles or interpretations could have a significant effect on our financial results.

E. Regulatory Risks

The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew such subsidies and incentives, could reduce demand for our products, lead to a reduction in our revenues and adversely impact our operating results and liquidity.

We believe that the near-term growth of alternative energy technologies is affected by the availability and size of government and economic incentives. Many of these government incentives expire, phase out over time, may exhaust the allocated funding, or require renewal by the applicable authority. In addition, these incentive programs could be reduced or discontinued for other reasons. The investment tax credit under the U.S. tax code was renewed in February 2018. The renewal allows for a 30% investment tax credit which declines to 26% for 2021 and 2022, 22% in 2023, and zero for 2024 and later. The reduction, elimination, or expiration of the investment tax credit or other government subsidies and economic incentives, or the failure to renew such tax credit, governmental subsidies, or economic incentives, may result in the diminished economic competitiveness of our products to our customers and could materially and adversely affect the growth of alternative energy technologies, including our products, as well as our future operating results and liquidity.

We are subject to various federal, state and local environmental and human health and safety laws and regulations that could impose significant costs and liabilities on us.

Our operations are subject to federal, state, and local environmental and human health and safety laws and regulations, including laws and regulations relating to the use, handling, storage, transportation, disposal and human exposure to hazardous substances and wastes, product safety, emissions of pollution into the environment and human health and safety. We have incurred and expect to continue to incur, costs to comply with these laws and regulations. Violation of these laws or regulations or the occurrence of an explosion or other accident in connection with our fuel cell systems at our properties or at third party locations could lead to substantial liabilities and sanctions, including fines and penalties, cleanup costs or the requirement to undertake corrective action. Further, environmental laws and regulations, and the administration, interpretation and enforcement thereof, are subject to change and may become more stringent in the future, each of which could materially adversely affect our business, financial condition and results of operations.

We are,Additionally, certain environmental laws impose liability, which can be joint, several and may instrict, on current and previous owners and operators of real property for the future become, subjectcost of removal or remediation of hazardous substances and damage to a variety of federal and state laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

We are currently subject to a variety of, and may in the future become subject to additional, federal and state laws that are continuously evolving and developing, including laws regarding the real estate industry, mobile- and Internet-based businesses and other businesses that rely on advertising, as well as privacy and consumer protection laws.natural resources. These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. They can also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are found to be contaminated, and such persons can be costlyresponsible for cleanup costs even if they never owned or operated the contaminated facility. Our liabilities arising from past or future releases of, or exposure to, comply with, require significant management time and effort, and subject us to claims, government enforcement actions, civil and criminal liability or other remedies, including suspension ofhazardous substances may adversely affect our business, operations. These laws may conflict with each other, and if we comply with the laws of one jurisdiction, we may find that we are violating laws of another jurisdiction. Additionally, our ability to provide a specific target audience to advertisers is a significant competitive advantage. Any legislation reducing this ability would have a negative impact on our businessfinancial condition and results of operations.

If we are unable to comply with these laws or regulations, if we become liable under these laws or regulations, or if unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies are implemented, weTrade policies, treaties and tariffs could be directly harmed and forced to implement new measures to reduce our exposure to this liability and it could cause the development of product or service offerings in affected markets to become impractical. This may require us to expend substantial resources or to discontinue certain products or services, limit our ability to expand our product and services offerings, or expand into new markets or otherwise harm our business, results of operations and financial condition. In addition, the increased attention focused on liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and results of operations.

The efforts of the National Association of Realtors or other organizations could prevent us from operating our business and could lead to the imposition of significant restrictions on our operations.

The National Association of Realtors, which represents real estate brokerages, has issued rules that attempt to block access of web-assisted real estate companies to the Multiple Listing System (MLS) and may adopt additional rules intended to reduce or eliminate competition from web-assisted (online) discount real estate businesses such as ours. Our business is dependent upon the ability to access the MLS to be competitive. We can give no assurance that the National Association of Realtors will not be successful in preventing our access to the MLS, or that it or another organization will not be successful in adopting rules or imposing other restrictions on web-assisted real estate businesses such as ours. Such adoption or imposition of regulations or restrictions would have a material adverse effect on our business.

We compete

Our business is dependent on the availability of raw materials and components for our products, particularly electrical components common in a dynamicthe semiconductor industry. There is currently significant uncertainty about the future relationship between the United States and nascent industry,various other countries, most significantly China, with respect to trade policies, treaties, tariffs and we may invest significant resources to pursue strategies that do not prove effective.

taxes. The industry for residential real estate information marketplacesnew U.S. presidential administration and related marketing and advertising services on mobile and WebU.S. Congress is in early stagesthe process of development,revisiting and, significant shifts in consumersome cases, reversing changes made by the prior U.S. presidential administration. These developments, or the perception that any of them could occur, could have a material adverse effect on global economic conditions and professional behaviors occur constantlythe stability of global financial markets, and rapidly. We continue to learncould significantly reduce global trade and, in particular, trade between the impacted nations and the United States.

This uncertainty includes the possibility of imposing tariffs or penalties on products manufactured outside the United States, including the U.S. government’s institution of a great deal about25% tariff on a range of products from China and subsequent tariffs imposed by the behaviors and objectives of residential real estate market participants as the industry evolves. We may not successfully anticipate or keep pace with industry changes, and we may invest considerable financial, personnel, and other resources to pursue strategies that do not, ultimately, prove effective such that our results of operations and financial condition may be harmed.

Competition in the traditional and online residential real estate industry is intense.

The residential real estate industry is highly competitive. We believe that important competitive factors in this industry include (but are not limited to) price, service, and ease of use. We presently face competition from numerous companies engaged in traditional residential real estate marketing services and we expect online competition to increase in the future from existing and new competitors. Most of our current and potential competitors have substantially greater financial, marketing and technical resources than us,United States as well as significant operating histories. Accordingly,tariffs imposed by trading partners on U.S. goods. The institution of trade tariffs both globally and between the United States and China specifically carries the risk of negatively affecting the overall economic conditions of both China and the United States, which could have a negative impact on us.

We cannot predict whether, and to what extent, there may be changes to international trade agreements or whether quotas, duties, tariffs, exchange controls or other restrictions on our products will be changed or imposed. Although we may not be able to compete successfully against new or existing competitors. Furthermore, competition may reduce the pricescurrently maintain alternative sources for raw materials,, if we are ableunable to chargesource our products from the countries where we wish to purchase them, either because of regulatory changes or for our services, thereby potentially lowering revenues and margins, which would likelyany other reason, or if the cost of doing so increases, it could have a material adverse effect on our business, financial condition and results of operationoperations. Disruptions in the supply of raw materials and financial condition.

We face competition to attract consumers to our website, whichcomponents could temporarily impair our ability to continuemanufacture our products for our customers or require us to growpay higher prices to obtain these raw materials or components from other sources, which could affect our business and our results of operations. Furthermore, the numberimposition of users who usetariffs on items imported by us from China or other countries could increase our website,costs and could have a material adverse effect on our business and our results of operations.

Our business may become subject to increased government regulation.

Our products are subject to certain federal, local, and non-U.S. laws and regulations, including, for example, state and local ordinances relating to building codes, public safety, electrical and gas pipeline connections, hydrogen transportation and siting and related matters. See Item 1, “Business—Government Regulations” for additional information. In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States. Further, as products are introduced into the market commercially, governments may impose new regulations. We do not know the extent to which wouldany such regulations may impact our ability to manufacture, distribute, install and service our products. Any regulation of our products, whether at the federal, state, local or foreign level, including any regulations relating to the production, operation, installation, and servicing of our products may increase our costs and the price of our products, and noncompliance with applicable laws and regulations could subject us to investigations, sanctions, enforcement actions, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, our business, operating results, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

Changes in tax laws or regulations or adverse outcomes resulting from examination of operationsour income or other tax returns could adversely affect our operating results and financial condition.

Our success depends onWe are subject to income taxes in the United States and various foreign jurisdictions. A number of factors may adversely affect our abilityfuture effective tax rates, such as the jurisdictions in which our profits are determined to continuebe earned and taxed; changes in the valuation of our deferred tax assets and liabilities; adjustments to attract additional consumers to our mobile applications and website. Our existing and potential competitors include companies that operate, or could develop, national and local real estate websites. These companies could devote greater technicalestimated taxes upon finalization of various tax returns; changes in available tax credits, grants and other resources thanincentives; changes in stock-based compensation expense; the availability of loss or credit carryforwards to offset taxable income; changes in tax laws, regulations, accounting principles or interpretations thereof; or examinations by US federal, state or foreign jurisdictions that disagree with interpretations of tax rules and regulations in regard to positions taken on tax filings. A change in our effective tax rate due to any of these factors may adversely affect the carrying value of our tax assets and our future results from operations.

In addition, as our business grows, we have available, have a more accelerated time frameare required to comply with increasingly complex taxation rules and practices. We are subject to tax in multiple U.S. tax jurisdictions and in foreign tax jurisdictions as we expand internationally. The development of our tax strategies requires additional expertise and may impact how we conduct our business. If our tax strategies are ineffective or we are not in compliance with domestic and international tax laws, our financial position, operating results and cash flows could be adversely affected.

E. Strategic Risks

We may be unable to establish or maintain relationships with third parties for deploymentcertain aspects of continued product development, manufacturing, distribution and leverage their existing user basesservicing and proprietary technologiesthe supply of key components for our products.

We will need to providemaintain and may need to enter into additional strategic relationships in order to complete our current product development and commercialization plans. We may also require partners to assist in the sale, servicing and supply of components for our current products and services that consumers might view as superior to our offerings. Any of our future or existing competitors may introduce different solutions that attract consumers or provide solutions similar to our own but with better branding or marketing resources.anticipated products, which are in development. If we are unable to identify, enter into, and maintain satisfactory agreements with potential partners, including those relating to the supply, distribution, service and support of our current products and anticipated products, we may not be able to continuecomplete our product development and commercialization plans on schedule or at all. We may also need to growscale back these plans in the numberabsence of consumers who useneeded partners, which could adversely affect our mobile applicationsfuture prospects for development and websites,commercialization of future products. While we have entered into relationships with suppliers of some key components for our products, we do not know when or whether we will secure supply relationships for all required components and subsystems for our products, or whether such relationships will be on terms that will allow us to achieve our objectives. Our business prospects, results of operations and financial condition wouldcould be harmed.

The online residential real estate industry is subjectharmed if we fail to significant and rapid technological change.

The online residential real estate industry is subject to rapid innovation and technological change, shifting customer preferences, new service introductions and competition from traditional real estate brokerage firms. Competitors in this market have frequently taken different strategic approaches and have launched substantially different productssecure relationships with entities that can develop or services in order to exploitsupply the same perceived market opportunity. Although we believe that we are offering a unique solution, there can be no assurance that our services will be competitive technologically or otherwise, or that any other services developed by us will be competitive.

Our ability to compete in this industry will depend upon, among other things, broad acceptance of our services and on our ability to continually improve current and future services we may develop to meet changing customer requirements. There can be no assurance that we will successfully identify new service or product opportunities and develop and bring to the market new and enhanced solutions in a timely manner, that such products or services will be commercially successful, that we will benefit from such development, or that products and services developed by others will not render our products and services noncompetitive or obsolete. If we are unable to penetrate markets in a timely manner in response to changing market conditions or customer requirements, or if new or enhanced products or services do not achieve a significant degree of market acceptance, our business would be materially and adversely affected.

We depend on the real estate industry, and changes to that industry, or declines in the real estate market or increases in mortgage interest rates, could reduce the demandrequired components for our products and services.

Our financial results significantly depend on real estate shoppers usingprovide the required distribution and servicing support. Additionally, the agreements governing our services. Real estate shopping patterns dependcurrent relationships allow for termination by our partners under certain circumstances, some of which are beyond our control. If any of our current strategic partners were to terminate any of its agreements with us, there could be a material adverse impact on the overall health of the real estate market. Changes to the regulation of the real estate industry, including mortgage lending, may negatively impact the prevalence of home ownershipcontinued development and the ability of market participants to close transactions. Changes to the real estate industry, declines in the real estate market or increases in mortgage interest rates could reduce demand for our services. Real estate markets also may be negatively impacted by a significant natural disaster, such as earthquake, fire, flood or other disruption. In addition, real estate, rental, and mortgage professionals are subject to comprehensive federal, state, and local laws and regulations which may cause them to significantly alter, decrease, or terminate their purchaseprofitable commercialization of our products and services. Seasonality, micro- and macroeconomic factors, government regulation, and other similar factors may decrease consumer usage as well as sales tothe operation of our advertisers and other customers, which could harm ourbusiness, financial condition, results of operations and financial condition.prospects.

We have identified material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the value of our common stock.

Our initial evaluation of our internal controls resulted in our conclusion that our disclosure controls and procedures and that our internal control over financial reporting were not effective. Effective internal controls are necessary for us to provide reliable financial reports. All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In our case, our failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable financial reports or prevent fraud. This may cause investors to lose confidence in our reported financial information, which could in turn have a material adverse effect on the value of our common stock.

Our lack of an independent audit committee and audit committee financial expert at this time may hinder our Board of Directors’ effectiveness in fulfilling the functions of the audit committee without undue influence from management and until we establish such committee will prevent us from obtaining a listing on a national securities exchange.

Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by NASDAQ. Currently, we have no independent audit committee. Our full Board of Directors functions as our audit committee and is currently comprised of three directors, none of whom are considered to be “independent” in accordance with the requirements set forth in NASDAQ Listing Rule 5605(a)(2). An independent audit committee plays a crucial role in the corporate governance process, assessing our Company’s processes relating to our risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directors from being independent from management in its judgments and decisions and its ability to pursue the responsibilities of an audit committee without undue influence. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors, the management of our business could be compromised.

Our Board of Directors acts as our compensation committee, which presents the risk that compensation and benefits paid to those executive officers who are board members and other officers may not be commensurate with our financial performance.

A compensation committee consisting of independent directors is a safeguard against self-dealing by company executives. Our Board of Directors acts as the compensation committee and determines the compensation and benefits of our executive officers, administers our employee stock and benefit plans, and reviews policies relating to the compensation and benefits of our employees. Our lack of an independent compensation committee presents the risk that our executive officer on the board may have influence over his personal compensation and benefits levels that may not be commensurate with our financial performance.

We are obligated to indemnify RealBiz against certain damages, costs and expenses.

In connection with our separation from RealBiz, on October 27, 2017, we, RealBiz, Anshu Bhatnagar and Alex Aliksanyan entered into a Contribution and Spin-Off Agreement, as amended by a First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018 (the “Spin-Off Agreement”). Under the Spin-Off Agreement, we are required to indemnify RealBiz against damages, costs and expenses resulting from events occurring at RealBiz prior to January 2, 2017. As a result, if an event occurring at RealBiz prior to January 2, 2017 results in liability for which RealBiz is obligated to pay, then we may be subject to liabilities from our indemnification obligations, which could materially adversely affect our financial condition and our ability to continue as a going concern.

A novel strain of coronavirus, the COVID-19 virus, may adversely affect our business operations and financial condition.

In December 2019, an outbreak of the COVID-19 virus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 virus a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our potential customers’ operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. These supply chain effects, and the direct effect of the virus and the disruption on our employees and operations, may negatively impact both our ability to meet customer demand and our revenue and profit margins. Our employees are working remotely and using various technologies to perform their functions. We might experience delays or changes in customer demand, particularly if customer funding priorities change. Further, in reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change.

Our Ability to Use Our Net Operating Loss Carryforwards and Certain Other Tax Attributes May Be Limited.

As of November 30, 2020, we had federal net operating loss carryforwards of approximately $351,251. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income or income tax liability may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by certain “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. If we experience one or more ownership changes in the future as a result of future transactions in our stock, our ability to utilize net operating loss carryforwards could be limited. Furthermore, our ability to utilize net operating loss carryforwards of any companies that we have acquired or may acquire in the future may be limited. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards, other pre-change tax attributes, or net operating loss carryforwards of any acquired companies to offset our federal taxable income or reduce our federal income tax liability may be subject to limitation.

Risks Relating to Our Common Stock

Our common stock is not quoted or traded in any market, limiting liquidity opportunities for investors.

Our common stock is not quoted on any market or exchange, and it is possible that our common stock will never be quoted or listed on any market or exchange. Even if our common stock becomes listed or commences trading, the volume trading in our common stock may be insufficient for stockholders to liquidate common stock at a profit, or at all. As a result, an investor in our common stock may find it difficult to dispose of shares of our common stock or obtain a fair price for our common stock in the market if one develops. Investors in our common stock should expect to hold our common stock indefinitely.

We may be unable to make on a timely basis, the changes necessaryattractive acquisitions or successfully integrate acquired businesses, assets or properties, and any ability to operate effectively as an independent, publicly owned company.

We have historically operateddo so may disrupt our business asand hinder our ability to grow, divert the attention of key personnel, disrupt our business and impair our financial results.

As part of a larger public company. Following consummationour business strategy, we intend to consider acquisitions of the spin-off, we have been requiredcompanies, technologies and products. We may not be able to file with the SEC annual, quarterly and current reports that are specified in Section 13identify such attractive acquisition opportunities. Acquisitions, involve numerous risks, any of the Exchange Act. We have also been required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition, we have become subject to other reporting and corporate governance requirements, including certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon us.

We expect to devote significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act, including costs associated with auditing and legal fees and accounting and administrative staff. In addition, Section 404(a) under the Sarbanes-Oxley Act requires that we assess the effectiveness of our controls over financial reporting. Our future compliance with the annual internal control report requirement will depend on the effectiveness of our financial reporting and data systems and controls. We cannot be certain that these measures will ensure that we design, implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation or operation, could harm our business, including, among other things:

In addition, if we finance acquisitions by issuing equity securities, our existing stockholders may be diluted. As a result, if our forecasted assumptions for these acquisitions and investments are not accurate, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we had anticipated.

Risks Related To Our Common Stock

The market price of our common stock may be volatile and may be affected by market conditions beyond our control.

The market price of our common stock is subject to significant fluctuations in response to, among other factors:

In addition, if the market for stocks in our industry or the stock market in general, experiences a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause the price of our common stock to fall and may expose us to faillawsuits that, even if unsuccessful, could be costly to meet our financial reporting obligations, or cause usdefend and a distraction to suffer adverse regulatory consequences or violate applicable stock exchange listing rules. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the valueboard of our stockdirectors and our access to capital.management.

If we are unable to pay the costs associated with being a public, reporting company, we may be forced to discontinue operations.

Our common stock is quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol “REII.” We expect to have significant costs associated with being a public, reporting company, which may raise substantial doubt about our ability to sell our equity securities and/or continue as a going concern. Our ability to continue as a going concern will depend on positive cash flow, if any, from future operations and on our ability to raise additional funds through equity or debt financing. If we are unable to achieve the necessary product sales or raise or obtain needed funding to cover the costs of operating as a public, reporting company, we may be forced to discontinue operations.

Our directorscommon stock is quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc., which may make it more difficult for investors to resell their shares due to suitability requirements.

Our common stock is currently quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol “REII.” Broker-dealers often decline to trade in over-the-counter stocks given the market for such securities are often limited, the stocks are more volatile, and executive officersthe risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.

Our principal stockholders have the ability to exert significant control in matters requiring shareholderstockholder approval and could delay, deter, or prevent a change in control of our company.

Alex Aliksanyan, a Director, Thomas M. Grbelja, our Chief Financial Officer, SecretaryRobert Mount and a Director, and William McLeod, our Chief Executive Officer and a Director, collectively own 7,853 sharesLynn Barney have beneficial ownership of our outstanding common stock. In addition, Alex Aliksanyan holds warrants to purchase up to 420,000 shares of ourpreferred stock and common stock Thomas Grbelja holds warrants to purchase up to 230,000 shareswith over 97% of our common stock, and William McLeod holds warrants to purchase up to 150,000 shares of our common stock. They cannot exercise their warrants if at the time of such exercise, when added to the other shares of our common stock owned by each such holder or which can be acquired by each such holder upon exercise or conversion of any other instrument, would cause the holder to own more than 4.99% of our outstanding common stock. Each holder has the right to waive this exercise limitation, in whole or in part, upon and effective after 61 days prior written notice to us. If Mr. Aliksanyan, Mr. Grbelja and Mr. McLeod exercised all of their warrants, they would own approximately 17%, 9.6% and 6.0%, respectively, of our issued and outstanding shares of common stock.shareholder votes combined. As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because they controlcontrols such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these shareholders could result in management making decisions that are in the best interest of those shareholders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock. Investors who purchase our common stock should be willing to entrust all aspects of operational control to our current management team.

We have never paid cash dividends and have no plansdo not intend 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 common stock and we do not expect to pay cash dividends in the foreseeable future.

We do not intend to pay any dividends in the foreseeable future. We do not plan on making any cash distributions in the manner of a dividend or otherwise. Our Board presently intends to follow a policy of retaining earnings, if any.

Our certificateFuture sales and issuances of incorporation grants our Board of Directors, without any actioncapital stock or approval by our stockholders, the powerrights to designate and issue preferredpurchase capital stock with rights, preferences and privileges that may be adverse to the rightscould result in additional dilution of the holders of our common stock.

The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 shares consisting of: (i) 250,000,000 shares of common stock, par value $0.0001, of which 1,673,237 shares are issued and outstanding as of the date of this report and (ii) 25,000,000 shares of preferred stock, par value $0.0001 per share, none of which are currently outstanding.

Pursuant to authority granted by our certificate of incorporation and applicable state law, our Board of Directors, without any action or approval by our stockholders, may designate and issue shares in such classes or series (including other classes or series of preferred stock) as it deems appropriate 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 of capital stock, including preferred stock that may be issued could be superior to the rights of the shares of common stock offered hereby. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to the shares 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 could cause our stock price to decline.

Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may dilute the per-share book value of the Company.

sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we issue additional equitysell any such securities or issue convertible debt to raise capital, itin subsequent transactions, investors may have a dilutive effect on shareholders’ investment.

If we raise additional capital through further issuances of equity or convertible debt securities, our existing shareholdersbe materially diluted. New investors in such subsequent transactions could suffer significant dilution in their percentage ownership of us. Moreover, any new equity securities we issue could havegain rights, preferences and privileges senior to those of holders of our common stock.

In addition, changing laws, regulations and standards relating 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 subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this Annual Report and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and results of operations.

The market for penny stocks has suffered in recent years from patterns of fraud and abuse

Certain provisions

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Our management is aware of the Nevada Revised Statutesabuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the Statemarket or of Nevada, our Articlesbroker-dealers who participate in the market, management will strive within the confines of Incorporation, and our bylaws may have anti-takeover effects which may make an acquisition of our company by another company more difficult.

Our Articles of Incorporation and bylaws contain provisions that permit uspractical limitations to issue, without any further vote or action byprevent the stockholders, up to 25,000,000 shares of preferred stock in one or more series and,described patterns from being established with respect to eachour securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Due to the lack of a developed trading market for our securities, you may have difficulty selling your shares.

Our common stock is currently quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol “REII.” There currently is a very limited public trading market for our common stock. The lack of a developed public trading market for our shares may have a negative effect on your ability to sell your shares in the future and it also may have a negative effect on the price, if any, for which you may be able to sell your shares. As a result an investment in the shares may be illiquid in nature and investors could lose some or all of their investment.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our common stock is governed under The Securities Enforcement and Penny Stock Reform Act of 1990.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such series,issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception is available, the regulations require the delivery, prior to fixany transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

The forward looking statements contained in this Annual Report may prove incorrect.

This Annual Report contains certain forward-looking statements, including among others: (i) anticipated trends in our financial condition and results of operations; (ii) our business strategy for expanding distribution; and (iii) our ability to distinguish ourselves from our current and future competitors. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. In addition to the other risks described elsewhere in this “Risk Factors” discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the biotechnology industry; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace. In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion, there can be no assurance that the events predicted in forward-looking statements contained in this Annual Report will, in fact, transpire.

General Risk Factors

We will incur ongoing costs and expenses for SEC reporting and compliance, without increased revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, constitutingif at all.

Going forward, we will have ongoing SEC compliance and reporting obligations. Such ongoing obligations will require us to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance, we will require increased revenues to cover the seriescost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

We have the right to issue additional common stock without consent of stockholders. This would have the effect of diluting investors’ ownership and could decrease the designationvalue of the series, the voting powers, if any, of thetheir investment.

We are authorized to issue 250,000,000 shares of the series,common stock. Of these authorized shares, 6,080,580 shares are issued and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions,outstanding as of theMarch 3, 2023. Therefore, we are authorized to issue up to an additional approximately 244 million unissued shares of such series.

Our bylaws provide that special meetings of stockholders may be called only by the Board of Directors, any two directors, or the President. Stockholders are not permitted to call a special meeting of stockholders, to require that the board call such a special meeting, or to require that our board request the calling of a special meeting of stockholders.

These provisions in our Articles 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 considerthat may be issued by us for any purpose without the further consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our company.

Our officers and directors can sell some of their stock, which may have a negative effect on our stock price and ability to raise additional capital, and may make it difficult for investors to sell their stock at any price.

Our officers and directors, as a group, are the beneficial owners of 192,506,606 shares of our common stock, representing more than 97% of our total issued shares on a fully-diluted basis. Each individual officer, director, and control party may be able to sell up to 1% of our outstanding stock (currently approximately 1.9 million shares on a fully-diluted basis) every 90 days in its best interest.the open market pursuant to Rule 144, which may have a negative effect on our stock price and may prevent us from obtaining additional capital. In addition, if our officers and directors are selling their stock into the open market, it may make it difficult or impossible for investors to sell their stock at any price.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this annual report,Annual Report, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this annual report.Annual Report.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements after the date of this annual reportAnnual Report to conform these statements to actual results, unless required by law.

ITEM 1B – UNRESOLVED STAFF COMMENTS

This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer; however, we are voluntarily disclosing that allwe have not received any written comments from the Commission staff more than 180 days before the end of our fiscal year to which this Annual Report relates regarding our periodic or current reports under the Securities Exchange Act of 1934 received within the last 180 days before the end of our last fiscal year have been resolved.and that remain unresolved.

ITEM 2 – PROPERTIES

Our principal executive offices are currently located at 201 W. Passaic St #301, Rochelle Park, NJ 07662. We currently share office space with Thomas M. Grbelja, our Chief Financial Officer, Secretary and a director. We do not currently pay rent for our principal executive offices. The office space islease approximately 1,00015,503 square feet of office space.space in Lindon, Utah, with a monthly payment of $29,012.49. The lease term ends in October 2028.

We lease approximately 80,000 square feet of manufacturing space is utilized for general office purposes and it is our belief that the space we currently occupy is adequate for our immediate needs. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. We currently do not own any real property.American Fork, Utah, with a monthly payment of $41,643.05. The lease term ends in July 2027.

ITEM 3 – LEGAL PROCEEDINGS

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5 –- MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on an unsolicited basis on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol “REII.” Our stock is piggyback qualified for broker-dealer quotations. Our common stock trades on a limited or sporadic basis and should not listedbe deemed to constitute an established public trading market. There is no assurance that there will be liquidity in the common stock.

The following table sets forth the high and low closing price for each quarter within the fiscal years ended November 30, 2022 and 2021 (starting November 17, 2021, the day our common stock first began to trade), as provided by Nasdaq. The information reflects prices between dealers, and does not include retail markup, markdown, or traded oncommission, and may not represent actual transactions.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any exchange or other market.stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

Holders

As of February 1, 2021,March 3, 2022, there are 1,673,237were 6,090,580 shares of our common stock issued and outstanding and held by 220211 holders of record.record, not including shares held in “street name” in brokerage accounts which is unknown.

Dividend Policy

We have not paid any dividends on our common stock and do not expect to do so in the foreseeable future. We intend to apply our earnings, if any, in expanding our operations and related activities. The payment of cash dividends in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings levels, capital requirements, our financial condition and other factors deemed relevant by the Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.disclosure related to this item.

Recent SalesIssuance of Unregistered Securities

ThereIssuances Under Prior Management

On December 10, 2020 we issued Common Stock Purchase Warrants to five individuals for the purchase of up to an aggregate of 112,500 shares of our Common Stock. Alex Aliksanyan, our then Chief Executive Officer and a Director, was issued warrants to purchase up to 12,500 shares of our Common Stock. Thomas Grbelja, our then Chief Financial Officer and a Director, was issued warrants to purchase up to 12,500 shares of our Common Stock. William McLeod, our then Secretary and a Director, was issued warrants to purchase up to 25,000 shares of our Common Stock.

During the fiscal year ended November 30, 2022, we issued 123,005 Common Stock Purchase Warrants to 7 individuals. Alex Aliksanyan, our then Chief Executive Officer and a Director, was issued warrants to purchase up to 18,005 shares of our Common Stock. Thomas Grbelja, our then Chief Financial Officer and a Director, was issued warrants to purchase up to 12,500 shares of our Common Stock.

On January 5, 2022, we issued additional Common Stock Purchase Warrants to 4 individuals. Thomas Grbelja, our then chief Financial Officer and a Director, was issued warrants to purchase up to 25,000 shares of our Common Stock.

On February 4, 2022, we issued additional Common Stock Purchase Warrants to the following officers and directors: Alex Aliksanyan, our then Chief Executive Officer and a Director, was issued warrants to purchase up to 2,525,000 shares of our Common Stock. Thomas Grbelja, our then chief Financial Officer and a Director, was issued warrants to purchase up to 1,975,000 shares of our Common Stock. William McLeod, our then Secretary and a Director, was issued warrants to purchase up to 575,000 shares of our Common Stock.

On May 26, 2022 the Company amended the 2019 and 2022 warrant agreements to reduce the exercise price from $0.20 and $0.0925, respectively, to $0.062 per share.

On July 13, 2022 the Company amended the 2019 and 2022 warrant agreements to reduce the exercise price from $0.062 to $0.045 per share.

All of the issuances above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

Issuances Related to our Acquisition of Renewable Innovations, Inc.

On December 1, 2022, pursuant to an Agreement and Plan of Merger, dated as of December 1, 2022, by and among Nestbuilder, NB Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of Nestbuilder (“Merger Sub”), Renewable Innovations, Inc., a Delaware corporation (“Renewable Innovations”), Lynn Barney, as the representative of Renewable Innovations’ securityholders, and Alex Aliksanyan, as the Nestbuilder representative, Nestbuilder acquired Renewable Innovations through the merger of Merger Sub with and into Renewable Innovations (the “Merger”), with Renewable Innovations continuing as the surviving corporation and becoming a wholly owned subsidiary of Nestbuilder.

In connection with the transactions described above, we issued to the shareholders of Renewable Innovations an aggregate of 2,155,684 shares of our Series A Convertible Preferred Stock, par value $0.0001 per share, each share of which is no information requiredconvertible into 100 shares of our Common Stock, which represents a 93% ownership interest based on our fully-diluted capitalization immediately following the Merger. As a result of the foregoing transactions, we underwent a change of control on December 1, 2022. The issuances were exempt from registration pursuant to be disclosed with this item.Section 4(a)(2) of the Securities Act of 1933.

ITEM 6 – SELECTED FINANCIAL DATARESERVED

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

OverviewNestbuilder.com Corp

WeEnclosed with this Annual Report on Form 10-K are the audited financial statements of Nestbuilder.com Corp., a Nevada corporation, for the years ended November 30, 2022 and 2021. This section of our Management’s Discussion and Analysis discusses this business of Nestbuilder.com.

Overview

Prior to the transaction between Nestbuilder.com Corp. and Renewable Innovations, Inc., we were engaged in the business of providing digital media and marketing services for the real estate industry. We currently generategenerated revenue from service fees (video(video creation and production and referral fees from our LoseTheAgent.com website hosting (ReachFactor))..... At the core of our programs iswas our proprietary video creation technology which allowsallowed for an automated conversion of data (text, video slices and pictures of home listings) to a video with voice over and music. We provideprovided video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video iswas created using our proprietary technology, it cancould be published to social media, email or distributed to multiple real estate websites.

In addition, we ownowned and operateoperated the web site LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We currently havehad approximately 100,000 home listings across all 50 states. We monetizemonetized the website by charging fees for both listing a home for sale and picking up possible buyers’ messages of interest. We also planplanned on generating additional revenues by monetizing seller/buyer informationdata with targeted, interested parties. The web site is functional and is being marketed via various online platforms.

We discontinued the historical business of Nestbuilder.com on February 28, 2023.

Going Concern

AsWe had received a result ofreport from our financial condition, our auditors have indicated in a footnote toindependent registered public accounting firm for our financial statements as offor the years ended November 30, 2020 their2022 and 2021 that included an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and begin to generate sufficient revenue to fund our operations. If we are not able to do this, we may not be able to continue as an operating company. At our current revenue and burn rate, our cash on hand willwould not coverhave covered our operating expenses for the next twelve months. There is no assurance that our existing cash flow will ever be adequate to satisfy our existing operating expenses and capital requirements.

Results of Operations for the Year Ended November 30, 20202022, compared to Year Ended November 30, 20192021

Revenue

Total revenue for the year ended November 30, 20202022, was $73,374,$46,675 compared to $136,863$61,050 for the year ended November 30, 2019,2021, a decrease of 46%23.5%. The decrease is primarily a result of declining legacy virtual tour business.

Cost of Revenue

Cost of revenues totaled $39,587$17,195 for year ended November 30, 2020,2022, compared to $104,355$16,942 for the year ended November 30, 2019,2021, representing a decrease of $64,768 or 62%.$253. Cost of revenues consists primarily of engineering and server costs incurred in connection with maintenance of our online networks. The decline in costs is primarily due to a reduction in server costs.

Operating Expenses

Our operating expenses, which include salaries and benefits selling and promotion, amortization and depreciation and general and administrative expenses, decreased 374%increased 1,001% to $113,842,$882,832, for the year ended November 30, 2020,2022, compared to $426,068$80,244 for the year ended November 30, 2019, a decrease2021, an increase of $312,226. The decrease was substantially due to a decrease in salary$802,588. Salary and benefit expense increased $730,098 from $18,946 for the year ended November 30, 2021 to $749,044 for the year ended November 30, 2022. Stock-based compensation amounted to $693,194, which includes vesting of $203,477, decreases in sellingwarrants and promotional expense of $87,249 and decrease of general and administrative expenses of $21,500.restricted stock, during fiscal 2022. A breakdown of general and administrative expenses is as follows:

Other Income (Expenses)

During the current year, we repurchasedobtained forgiveness of our convertible promissory notes for their holders atPPP and SBA loan in the amount of $15,077. In addition, we recorded a discount toloss on the principle and accrued interest owed and recognized a gain on those transactions.extinguishment of debt in the amount of $72,198.

Net Income/Loss

We had net loss of $69,617$917,731 for the year ended November 30, 2020,2022, compared to a net loss of $393,560$27,070 for the year ended November 30, 2019,2021, for a decreasean increase of $323,943.$890,661.

Liquidity and Capital Resources

Introduction

Our principal needs for liquidity have been to fund operating losses and working capital requirements. Our principal source of liquidity as of November 30, 20202022, consisted of cash of $4,124.$2,571. We expect that working capital requirements will continue to be our principal need for liquidity over the near term. Working capital requirements are expected to increase as a result of our anticipated growth.

We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. Management’s plan to meet our operating expenses in the short term is through equity and/or debt financing.

Cash Requirements

AtOn November 30, 2020,2022, we had $4,124$2,571 cash on-hand, a decrease of $258,991$17,051 from the prior year balance of $263,115.$19,622. Based on our current revenues, cash on hand, and our current net monthly burn rate of approximately $15,000$5,000 we will need to continue to raise money from the issuance of equity to fund short term operations.

Sources and Uses of Cash

Operations

Net cash used by operating activities was $86,571$150,473 for the year ended November 30, 2020, a decrease2022, an increase of $121,265$105,791 from $207,835$44,682 used in operating activities in the year ended November 30, 2019.2021. This decrease was primarily due to the net loss from the year.

Investments

There were no investing activities for the years ended November 30, 20202022, and 2019,2021, respectively.

Financing

Net cash usedprovided by financing activities was $172,420$133,422 for the year ended November 30, 2020,2022, as compared to net cash provided by financing activities of $230,025$60,180 for the year ended November 30, 2019.2021.

Off-balance sheet arrangements

As of November 30, 2020,2022, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources that are material to investors.

Critical accounting policies and estimates

Our critical accounting policies are set forth in Note 2 – Summary of Significant Accounting Policies, to our financial statement footnotes.

Recent accounting pronouncements

We have evaluated recent pronouncements and do not expect their adoption to have a material impact on our financial position or statements.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 8 –- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Nestbuilder.com CorpCorp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nestbuilder.com CorpCorp. (the Company) as of November 30, 20202022, and 2019,2021, and the related statements of operations, stockholders’ equity, (deficit), and cash flows for each of the years in the two-year period ended November 30, 2020,2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 20202022, and 2019,2021, and the results of its operations and its cash flows for each of the years in the two-year period ended November 30, 2020,2022, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company hashad a net loss and net cash used in operating activities of $917,731 and $150,473, respectively, for the year ended November 30, 2022, and a working capital deficit and accumulated deficit of $588,992$108,928 and $1,533,793, respectively, as of November 30, 2020.2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembrooke Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 888.410.2323 | Fax: 813.443.5053

www.assurancedimensions.com

NESTBUILDER.COM CORP.

Balance Sheets

The accompanying notes are an integral part of these financial statements

NESTBUILDER.COM CORP.

Statements of Operations

The accompanying notes are an integral part of these financial statements.

NESTBUILDER.COM CORP.

StatementsStatement of Cash FlowsChanges in Stockholders’ Equity (Deficit)

For the years ended November 30, 2022 and 2021