arcee-ai/sec-data-full · Datasets at Hugging Face

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we will continue to expand our online sales platform, including our website and Amazon.com,
among others. ● Expand
to new retail partners. The eyeglass product market may have multiple channels of
distribution, one of which is the retail product market. Presently, this channel distributes
the majority of our products to our customers, primarily through our contracts with Target,
Office Depot, and Raley’s. We plan to expand our products to new customers, with the
goal of partnering with other large retailers. ● Acquisition. We are targeting small to mid-size eyewear companies that have products and or channels to complement our current product and customer mix which will increase gross revenue and realize the benefits of economies of scale and scope. Intellectual Property We have 17 trademarks registered in the United
States for our brands and brand names. Our intellectual property, including trademarks,
service marks, domain names, and trade secrets, is an important part of our business. To protect our intellectual property, we rely on
a combination of laws and regulations, in addition to intellectual property rights in the United States, including trademarks and trade
secret laws, together with contractual provisions and technical measures that we have implemented. To protect our trade secrets, we maintain
strict control access to our proprietary systems and technology. We also enter into confidentiality and invention assignment agreements
with employees and consultants, as well as confidentiality and non-disclosure agreements with third parties that provide products and
services to us. Employees As of December 31, 2022, we employed 29 employees,
including 13 hourly employees. None of our employees are represented by labor unions, and we believe that we have an excellent relationship
with our employees. Regulation We are subject to various federal, state and
local laws and governmental regulations relating to the operation of our business, including those related to labor and employment, discrimination,
anti-bribery/anti-corruption, product quality and safety standards, data privacy and taxes. Compliance with any such laws and regulations
has not had a material adverse effect on our operations to date. 41 ITEM
1A. RISK FACTORS. An investment in our securities involves a
high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information
contained or referred to in this report, before making an investment decision with respect to our securities. If any of the following
events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.
In that event, the market price of our shares could decline, and you could lose all or part of your investment. Risks Related to Our Business and Structure The COVID-19 pandemic may cause a material
adverse effect on our business. In December 2019, a novel coronavirus disease,
or COVID-19, was initially reported and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19
has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases and affected
countries and actions by public health and governmental authorities, businesses, other organizations, and individuals to address the
outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business
limitations and shutdowns. Despite recent developments of vaccines, the duration and severity
of COVID-19, mutations and possible additional mutations and the degree of their impact on our business is uncertain and difficult to
predict. The continued spread of the outbreak could result in one or more of the following conditions that could have a material adverse
impact on our business operations and financial conditi delays or difficulty sourcing certain products and raw materials; increased
costs for such products and raw materials; and loss of productivity due to employee absences. Notably, approximately 90% of Wolo’s
vendor base is located in China. The pandemic issues impacting ports in the U.S. due to lack of personnel has had a ripple effect on Chinese
suppliers. Containers are slow to be emptied in the U.S., causing a backlog of ships waiting to get into ports and limiting containers
and ships returning to China. The lack of containers and available space on ships has escalated shipping costs by over 400% from 2020.
Our inability to respond to and manage the potential impact of such events effectively could have a material adverse effect on our business,
financial condition, and results of operations. Our efforts to help mitigate the negative impact
of the outbreak on our business may not be effective, and we may be affected by a protracted economic downturn. Furthermore, while many
governmental authorities around the world have and continue to enact legislation to address the impact of COVID-19, including measures
intended to mitigate some of the more severe anticipated economic effects of the virus, we may not benefit from such legislation, or
such legislation may prove to be ineffective in addressing COVID-19’s impact on our and our customer’s businesses and operations.
Even after the COVID-19 outbreak has subsided, we may continue to experience impacts to our business as a result of COVID-19’s
global economic impact and any recession that has occurred or may occur in the future. Further, as the COVID-19 situation is unprecedented
and continuously evolving, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us
or in a manner that we currently do not consider that may present significant risks to our operations. The extent to which the COVID-19 pandemic may
impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report.
Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global
supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations
and cash flows. Our auditors have issued a going concern
opinion on our audited financial statements. Although our audited financial statements for
the year ended December 31, 2022 were prepared under the assumption that we would continue our operations as a going concern, the
report of our independent registered public accounting firm that accompanies our financial statements for the year ended December 31,
2022 contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern,
based on the financial statements at that time. We have generated losses since inception and have relied on cash on hand, sales of securities,
external bank lines of credit, and issuance of third-party and related party debt to support cashflow from operations. For the year
ended December 31, 2022, we incurred operating losses of $10,801,913 (before deducting losses attributable to non-controlling interests)
and cash flows used in operations of $4,131,477. However, management believes, based on our operating
plan, that current working capital and current and expected additional financing is sufficient to fund operations and satisfy our obligations
as they come due for at least one year from the financial statement issuance date. However, we do
believe additional funds are required to execute our business plan and our strategy of acquiring additional businesses. The funds required
to execute our business plan will depend on the size, capital structure and purchase price consideration that the seller of a target business
deems acceptable in a given transaction. The amount of funds needed to execute our business plan also depends on what portion of the purchase
price of a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of
our subsidiaries. 42 Although we do not believe that we will require
additional cash to continue our operations over the next twelve months, there are no assurances that we will be able to raise our revenues
to a level which supports profitable operations and provides sufficient funds to pay obligations in the future. Our prior losses have
had, and will continue to have, an adverse effect on our financial condition. In addition, continued operations and our ability to acquire
additional businesses may be dependent on our ability to obtain additional financing in the future, and there are no assurances that such
financing will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do
not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the
future through our operations, financings or from other sources or transactions, we will exhaust our resources and will be unable to continue
operations. If we cannot continue as a going concern, our shareholders would likely lose most or all of their investment in us. We may not be able to effectively
integrate the businesses that we acquire. Our ability to realize the anticipated benefits
of acquisitions will depend on our ability to integrate those businesses with our own. The combination of multiple independent businesses
is a complex, costly and time-consuming process and there can be no assurance that we will be able to successfully integrate businesses
into our business, or if such integration is successfully accomplished, that such integration will not be costlier or take longer than
presently contemplated. Integration of future acquisitions may include various risks and uncertainties, including the factors discussed
in the paragraph below. If we cannot successfully integrate and manage the businesses within a reasonable time, we may not be able to
realize the potential and anticipated benefits of such acquisitions, which could have a material adverse effect on our share price, business,
cash flows, results of operations and financial position. We will consider other acquisitions that we believe
will complement, strengthen and enhance our growth. We evaluate opportunities on a preliminary basis from time to time, but these transactions
may not advance beyond the preliminary stages or be completed. Such acquisitions are subject to various risks and uncertainties, includin ● the inability to integrate effectively the operations, products,
technologies and personnel of the acquired companies (some of which are in diverse geographic regions) and achieve expected synergies; ● the potential disruption of existing business and diversion
of management’s attention from day-to-day operations; ● the inability to maintain uniform standards, controls, procedures
and policies; ● the need or obligation to divest portions of the acquired
companies; ● the potential failure to identify material problems and liabilities
during due diligence review of acquisition targets; ● the potential failure to obtain sufficient indemnification
rights to fully offset possible liabilities associated with acquired businesses; and ● the challenges associated with operating in new geographic
regions. Our future success is dependent on the
employees of our manager, our manager’s operating partners and the management team of our business, the loss of any of whom could
materially adversely affect our financial condition, business and results of operations. Our future success depends, to a significant
extent, on the continued services of the employees of our manager. The loss of their services may materially adversely affect our ability
to manage the operations of our businesses. The employees of our manager may leave our manager and go to companies that compete with
us in the future. In addition, we depend on the assistance provided by our manager’s operating partners in evaluating, performing
diligence on and managing our businesses. The loss of any employees of our manager or any of our manager’s operating partners may
materially adversely affect our ability to implement or maintain our management strategy or our acquisition strategy. The future success of our existing and future
businesses also depends on the respective management teams of those businesses because we intend to operate our businesses on a stand-alone
basis, primarily relying on their existing management teams for day-to-day operations. Consequently, their operational success, as well

we will continue to expand our online sales platform, including our website and Amazon.com,

among others. ● Expand

to new retail partners. The eyeglass product market may have multiple channels of

distribution, one of which is the retail product market. Presently, this channel distributes

the majority of our products to our customers, primarily through our contracts with Target,

Office Depot, and Raley’s. We plan to expand our products to new customers, with the

goal of partnering with other large retailers. ● Acquisition. We are targeting small to mid-size eyewear companies that have products and or channels to complement our current product and customer mix which will increase gross revenue and realize the benefits of economies of scale and scope. Intellectual Property We have 17 trademarks registered in the United

States for our brands and brand names. Our intellectual property, including trademarks,

service marks, domain names, and trade secrets, is an important part of our business. To protect our intellectual property, we rely on

a combination of laws and regulations, in addition to intellectual property rights in the United States, including trademarks and trade

secret laws, together with contractual provisions and technical measures that we have implemented. To protect our trade secrets, we maintain

strict control access to our proprietary systems and technology. We also enter into confidentiality and invention assignment agreements

with employees and consultants, as well as confidentiality and non-disclosure agreements with third parties that provide products and

services to us. Employees As of December 31, 2022, we employed 29 employees,

including 13 hourly employees. None of our employees are represented by labor unions, and we believe that we have an excellent relationship

with our employees. Regulation We are subject to various federal, state and

local laws and governmental regulations relating to the operation of our business, including those related to labor and employment, discrimination,

anti-bribery/anti-corruption, product quality and safety standards, data privacy and taxes. Compliance with any such laws and regulations

has not had a material adverse effect on our operations to date. 41 ITEM

1A. RISK FACTORS. An investment in our securities involves a

high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information

contained or referred to in this report, before making an investment decision with respect to our securities. If any of the following

events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.

In that event, the market price of our shares could decline, and you could lose all or part of your investment. Risks Related to Our Business and Structure The COVID-19 pandemic may cause a material

adverse effect on our business. In December 2019, a novel coronavirus disease,

or COVID-19, was initially reported and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19

has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases and affected

countries and actions by public health and governmental authorities, businesses, other organizations, and individuals to address the

outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business

limitations and shutdowns. Despite recent developments of vaccines, the duration and severity

of COVID-19, mutations and possible additional mutations and the degree of their impact on our business is uncertain and difficult to

predict. The continued spread of the outbreak could result in one or more of the following conditions that could have a material adverse

impact on our business operations and financial conditi delays or difficulty sourcing certain products and raw materials; increased

costs for such products and raw materials; and loss of productivity due to employee absences. Notably, approximately 90% of Wolo’s

vendor base is located in China. The pandemic issues impacting ports in the U.S. due to lack of personnel has had a ripple effect on Chinese

suppliers. Containers are slow to be emptied in the U.S., causing a backlog of ships waiting to get into ports and limiting containers

and ships returning to China. The lack of containers and available space on ships has escalated shipping costs by over 400% from 2020.

Our inability to respond to and manage the potential impact of such events effectively could have a material adverse effect on our business,

financial condition, and results of operations. Our efforts to help mitigate the negative impact

of the outbreak on our business may not be effective, and we may be affected by a protracted economic downturn. Furthermore, while many

governmental authorities around the world have and continue to enact legislation to address the impact of COVID-19, including measures

intended to mitigate some of the more severe anticipated economic effects of the virus, we may not benefit from such legislation, or

such legislation may prove to be ineffective in addressing COVID-19’s impact on our and our customer’s businesses and operations.

Even after the COVID-19 outbreak has subsided, we may continue to experience impacts to our business as a result of COVID-19’s

global economic impact and any recession that has occurred or may occur in the future. Further, as the COVID-19 situation is unprecedented

and continuously evolving, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us

or in a manner that we currently do not consider that may present significant risks to our operations. The extent to which the COVID-19 pandemic may

impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report.

Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global

supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations

and cash flows. Our auditors have issued a going concern

opinion on our audited financial statements. Although our audited financial statements for

the year ended December 31, 2022 were prepared under the assumption that we would continue our operations as a going concern, the

report of our independent registered public accounting firm that accompanies our financial statements for the year ended December 31,

2022 contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern,

based on the financial statements at that time. We have generated losses since inception and have relied on cash on hand, sales of securities,

external bank lines of credit, and issuance of third-party and related party debt to support cashflow from operations. For the year

ended December 31, 2022, we incurred operating losses of $10,801,913 (before deducting losses attributable to non-controlling interests)

and cash flows used in operations of $4,131,477. However, management believes, based on our operating

plan, that current working capital and current and expected additional financing is sufficient to fund operations and satisfy our obligations

as they come due for at least one year from the financial statement issuance date. However, we do

believe additional funds are required to execute our business plan and our strategy of acquiring additional businesses. The funds required

to execute our business plan will depend on the size, capital structure and purchase price consideration that the seller of a target business

deems acceptable in a given transaction. The amount of funds needed to execute our business plan also depends on what portion of the purchase

price of a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of

our subsidiaries. 42 Although we do not believe that we will require

additional cash to continue our operations over the next twelve months, there are no assurances that we will be able to raise our revenues

to a level which supports profitable operations and provides sufficient funds to pay obligations in the future. Our prior losses have

had, and will continue to have, an adverse effect on our financial condition. In addition, continued operations and our ability to acquire

additional businesses may be dependent on our ability to obtain additional financing in the future, and there are no assurances that such

financing will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do

not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the

future through our operations, financings or from other sources or transactions, we will exhaust our resources and will be unable to continue

operations. If we cannot continue as a going concern, our shareholders would likely lose most or all of their investment in us. We may not be able to effectively

integrate the businesses that we acquire. Our ability to realize the anticipated benefits

of acquisitions will depend on our ability to integrate those businesses with our own. The combination of multiple independent businesses

is a complex, costly and time-consuming process and there can be no assurance that we will be able to successfully integrate businesses

into our business, or if such integration is successfully accomplished, that such integration will not be costlier or take longer than

presently contemplated. Integration of future acquisitions may include various risks and uncertainties, including the factors discussed

in the paragraph below. If we cannot successfully integrate and manage the businesses within a reasonable time, we may not be able to

realize the potential and anticipated benefits of such acquisitions, which could have a material adverse effect on our share price, business,

cash flows, results of operations and financial position. We will consider other acquisitions that we believe

will complement, strengthen and enhance our growth. We evaluate opportunities on a preliminary basis from time to time, but these transactions

may not advance beyond the preliminary stages or be completed. Such acquisitions are subject to various risks and uncertainties, includin ● the inability to integrate effectively the operations, products,

technologies and personnel of the acquired companies (some of which are in diverse geographic regions) and achieve expected synergies; ● the potential disruption of existing business and diversion

of management’s attention from day-to-day operations; ● the inability to maintain uniform standards, controls, procedures

and policies; ● the need or obligation to divest portions of the acquired

companies; ● the potential failure to identify material problems and liabilities

during due diligence review of acquisition targets; ● the potential failure to obtain sufficient indemnification

rights to fully offset possible liabilities associated with acquired businesses; and ● the challenges associated with operating in new geographic

regions. Our future success is dependent on the

employees of our manager, our manager’s operating partners and the management team of our business, the loss of any of whom could

materially adversely affect our financial condition, business and results of operations. Our future success depends, to a significant

extent, on the continued services of the employees of our manager. The loss of their services may materially adversely affect our ability

to manage the operations of our businesses. The employees of our manager may leave our manager and go to companies that compete with

us in the future. In addition, we depend on the assistance provided by our manager’s operating partners in evaluating, performing

diligence on and managing our businesses. The loss of any employees of our manager or any of our manager’s operating partners may

materially adversely affect our ability to implement or maintain our management strategy or our acquisition strategy. The future success of our existing and future

businesses also depends on the respective management teams of those businesses because we intend to operate our businesses on a stand-alone

basis, primarily relying on their existing management teams for day-to-day operations. Consequently, their operational success, as well