UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 20152020

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________ to ___________

Commission file number: 000-55505

LIFELOGGER TECHNOLOGIESBRIDGEWAY NATIONAL CORP.

(Exact name of registrant as specified in its charter)

(561) 515-6928(202) 846-7869

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

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

Securities registered under Section 12(g) of the Act:Common Stock, Par Value $0.001 per share

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

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

Indicate by check mark whether the issuer (1) 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. Yes [X] No [  ]

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

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

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

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

State theThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of the last business day of the registrant’s most recently completed second fiscal quarter. $9,393,246quarter on June 30, 2015.2020 was approximately $383,708.

The number of shares of the registrant’s Common Stock issued and outstanding was 84,867,0842,410,229 shares as of April 7, 2016.May 19, 2021.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A – “Risk Factors” of this report.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

PART I

Unless otherwise specified or the context otherwise requires, references in this prospectus to “PART IBridgeway,” the “Company,” “we”, “our” and “us” refer to Bridgeway National Corp. and its subsidiaries.

ITEM 1. BUSINESS

The CompanyGeneral

Lifelogger Technologies, Inc. (“we”, “us”,The Company is structured as a holding company with a business strategy focused on owning subsidiaries engaged in a number of diverse business activities. We are not a “blank check company” as defined in Rule 419 under the “Company”, “Lifelogger”Securities Act of 1933, as amended (the “Securities Act”). We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition, we do not invest or intend to invest in securities as our primary business. Your rights as a holder of shares, and the fiduciary duties of the Company’s Board of Directors and executive officers, and any limitations relating thereto are set forth in the documents governing the Company and may differ from those applying to a Delaware corporation. However, the documents governing the Company specify that the duties of its directors and officers will be generally consistent with the duties of a director of a Delaware corporation.

The Company’s Board of Directors will oversee the management of the Company and our businesses. Initially, the Company’s Board of Directors will be comprised of seven (7) directors, with five (5) of those directors appointed by holders of the Company’s Class A common stock and two (2) of those directors appointed by holders of the Company’s Class B common stock, and at least five (5) of whom will be the Company’s independent directors.

We have accumulated a deficit of $11,030,550 as of December 31, 2020 and will likely require significant additional capital to implement our business plan.

Business Strategy and Core Strengths

We anticipate that the operating businesses we acquire will be managed on a decentralized basis with essentially no centralized or integrated business functions (such as sales, marketing, purchasing, legal or human resources) and minimal involvement by the Company’s corporate senior management teams in the day-to-day business activities of the operating businesses. The Company’s corporate senior management team anticipates that it will participate in and have ultimate responsibility for significant decisions, such as capital allocation, investment activities and the selection of a chief executive officer for each of the operating businesses. We will also be responsible for establishing, implementing and monitoring corporate governance policies and practices, including those at the operating businesses, and participating in the resolution of governance-related issues as needed.

We expect that our business activities at the holding company level will be are managed by a small senior corporate management team, who will research and identify attractive investment opportunities; delegate responsibilities to competent and motivated managers; set operating subsidiary goals; assist managers in the achievement of those goals; define risk parameters; develop appropriate incentive programs; and monitor progress against long-term objectives.

We believe that our outlook on length of ownership and active management on our part may alleviate the concern that many stakeholders in potential control transactions may have with regard to their businesses going through multiple sale processes in a short period of time. We believe this outlook reduces both the risk that securities or whole businesses may be sold at unfavorable points in the overall market cycle and enhances our ability to develop a comprehensive strategy to grow the earnings and cash flows of each of our businesses, which we expect will better enable us to meet our long-term corporate objectives of increasing shareholder value.

Our objective is to grow intrinsic value per share at an attractive rate by retaining capital to reinvest in the productive capabilities of our current subsidiaries, make opportunistic investments, and/or invest in new, anticipated durable earnings streams. Each of these options for capital will be compared to one another on a regular basis, and capital will be deployed according to our management’s judgment as to where it believes allocated capital has the potential to achieve the best long-term return.

Investment Strategy

We will seek to focus on acquiring operating businesses and securities that (a) can be purchased at what we believe to be a fair price relative to intrinsic value, (b) are managed by competent and incentivized management teams, (c) offer reasonable downside protection and (d) directly contribute to the Company’s strategic goals. Over time, we believe that a focus on these objectives should allow us to consistently deliver targeted investment returns that outperforms the broader market. We plan to target investments into businesses that we believe (i) operate in industries with stable long-term operating profiles, (ii) present a stable unlevered free cash flow profile, (iii) have the ability to quickly adapt to changing economic cycles and (iv) face minimal threats of technological or competitive obsolescence.

We believe that an investment strategy focused on investments with these character traits coupled with a value investing orientation should continue to present attractive investment opportunities that allow us to build a less correlated portfolio of operating assets that provide shareholders with exposure to a mix of growth and acyclical operating assets that allow us to maximize shareholder value.

Management Strategy

Our management strategy involves the financial and operational management of the businesses that we anticipate acquiring in a manner that seeks to grow earnings and cash flow and, in turn increasing stockholder value. In general, we plan to oversee and support the management team of each of our businesses by, among other things:

Our investment strategy centers around our ability to consistently seek to acquire securities and/or companies at a discount to intrinsic value as determined by various metrics, including without limitation, replacement cost, break-up value, cash flow and earnings power and liquidation value.

We utilize a process-oriented, research-intensive, value-based investing approach. This approach generally involves three (3) critical steps: (i) fundamental credit, valuation, capital structure and security analysis; (ii) intense analysis of fulcrum issues, such as litigation, taxes and regulation, that often affect valuation; and (iii) a deep understanding and analysis of contextual factors that often affect the risk-adjusted attractiveness of an investment position. This approach focuses on exploiting market price dislocations that create attractive buying opportunities. These dislocations may be caused by such factors as broad-based market drawdowns; busted auction processes; out of favor, short term industry perceptions; market euphoria; litigation; complex contingent liabilities; corporate malfeasance and weak corporate governance; general bearish economic conditions; and / or complex and inappropriate capital structures.

While we plan to principally focus on deploying a material portion of our investable capital into acquiring controlling interests in privately held and/or thinly traded middle market operating businesses, we may employ a number of acquisition strategies and are permitted to invest across a variety of industries and types of securities including: (i) publicly traded equities; (ii) publicly traded bonds and privately issued, non-investment grade debt, bank debt and other corporate obligations; and (iii) privately issued and publicly traded structured equity and other preferred equity securities.

Key Elements of Our Strategy:

The key elements of our business strategy include the following:

Competition

In our core business, which is the acquisition of operating businesses and securities, we face intense competition, including competition from companies with significantly greater resources than us, and if we are unable to compete effectively with these companies, our market share may decline, and our business could be harmed.

Employees

As of the date of this report, we had six (6) employees. We believe that our relationship with our employees is good.

Potential Effects of the COVID-19 Pandemic on our Business

The adverse public health developments and economic effects of the COVID-19 pandemic in the United States could adversely affect the Company’s business. Particularly, the COVID-19 pandemic could potentially lead to an extended economic downturn, which would likely make it more difficult to identify and acquire potential candidates, as well as limit the availability of acquisition financing. The Company cannot accurately predict the effect the COVID-19 pandemic will have on the Company.

Corporate Information

The Company was originally incorporated in the State of Nevada on June 4, 2012 under the name Snap Online Marketing, Inc.Inc. We changed our name effectiveon January 31, 2014.

Lifelogger provides an enhanced media experience for consumers by augmenting videos, livestreams2014 to LifeLogger Technologies Corp. and photos with additional context informationon April 10, 2019, we reincorporated in Delaware under the name Capital Park Holdings Corp. On December 19, 2019, we changed our name to Bridgeway National Corp. Our executive offices are located at 1015 15th Street NW, Suite 1030, Washington DC 20005 and providing a platform that makes it easy to find and use that data when viewing or sharing media. The first iteration of that context informationour telephone number is focused on geo-location, face-detection, and different options for tagging. For example, a video shared from a customer’s vacation in Europe is played with an interactive map showing the viewer where the video is taking place, allowing the viewer to seamlessly switch to the map view and even show additional views of those locations and other media taken by other people nearby. The end result is an enhanced media experience much richer than just sharing the video alone.(202) 846-7689.

Our VisionChange in Control Transaction

Our mission isOn January 9, 2019, the Company entered into a Note Conversion Agreement (the “Conversion Agreement”) with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability corporation (“SBI”), and Old Main Capital, LLC, a Florida series limited liability corporation (“Old Main”). Pursuant to connect peoplethe Conversion Agreement, SBI converted $549,042 of principal and $641,565 accrued interest owed to SBI by the Company pursuant to a promissory Note into 42,429 shares of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), in full satisfaction of such obligation. Pursuant to the Conversion Agreement, Old Main converted $556,547 of principal and $650,094 accrued interest owed to Old Main by the Company pursuant to a promissory Note into 54,000 shares of the Company’s Series B Preferred Stock in full satisfaction of such obligation. Concurrently with and the closing of the transactions for the Old Main Conversion Shares, with an effective date of January 9, 2019, the Company acquired from Old Main and SBI 83,796 shares of Class A Common Stock and from a prior executive of the Company, 1,000 shares of Series A Preferred Stock. The purchase price for the Class A Common Stock was $335.18 in the aggregate and the purchase price for the Series A Preferred Stock was $1 in the aggregate. During the year ended December 31, 2019, the Company declared $39,391 in dividends on the Series B Preferred Stock, of which $28,073 was paid in cash by a related party and $11,318 accrued. During the year ended December 31,2020, the Company declared $43,048 in dividends on the Series B Preferred Stock of which $0 was paid in cash, $43,048 was accrued.

Contemporaneously with the media that matters to them. To accomplish this,share sale and purchase transaction, Stewart Garner resigned as the Company’s Chief Executive Officer, Chief Financial Officer and director and Eric C .Blue, a principal of the Fund was appointed as the Company’s Chairman of the Board, Chief Executive Officer, Chief Investment Officer and a director. Moreover, we envision collecting as much data as possible aboutchanged our business focus from the captured device agnostic media allowing users to get videos from their iOS or Android device, or other wearable camera and/or sensor solutions. In addition to the data we collect to augment the video, our plan is to anonymously collect viewing data and evaluate habits to determine what is most relevantdevelopment of proprietary cloud-based software programs to our customers as we intersect those patterns with the customer’s connected social media networks. Between the data we add to users’ media and data that is publicly available (e.g. street views, mapping, other people’s videos), users are able to access other media that’s relevant to their photos and/current business of acquiring majority or video. We believe that the end result is a much richer experience for our users and a data network that facilitates finding media that is relevant to our customers.minority interests in operating businesses.

Our BusinessAs a result of the foregoing transaction, a “change in control” of the Company was deemed to have taken place (the “Change in Control Transaction”).

Lifelogging is a way of journaling one’s life using media, often through the use of wearable electronic devices. We make lifelogging accessible to the mass market by taking videos and images right from users’ smart phones, wearable camera and/or sensor solutions, and adding geographic, visual and test data designed to enhance the relevance and context of the information collected. We make it easier for users to retrieve and share their media with family and friends without having to be an expert in using advanced functions in real time, using live stream or recording, at the user’s option. We allow consumers to easily capture and live stream videos with geographic coordinates and automatic face detection and to tag special moments while recording. The video playback features an interactive map and ability to skip to in-video frames with faces detected and added tags. Search features allow users the ability to retrieve videos beyond the basic title and description, including location, face or in-line video tags. Sharing videos on popular social channels like Facebook and Twitter using links makes it easy to manage large media files.

Our vision is to seamlessly integrate with a wide range of wearable cameras. To realize this vision, our plan is to integrate with selected leading camera manufacturers. We refer to this integrated eco-system as the LifeLogger Platform. In addition, we plan to offer our LifeLogger Platform on a “white-label” license basis to device manufacturers and leading companies in our selected industries. The LifeLogger video cloud storage solution and applications are architected for scalability with high availability designed for use with widely available third party cloud based data providers.Recent Developments

Software Development MilestonesEquity Purchase Agreement

On October 24, 2019, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”) and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis” and together with SBI, the “Equity Purchasers”), pursuant to which the Equity Purchasers agreed to, in the aggregate between them, purchase from the Company, up to $10,000,000 (the “Maximum Commitment Amount”) of our share of common stock.

Under the terms of the Purchase Agreement, the Company has the right, but not the obligation, to direct an Equity Purchaser, by its delivery of a put notice (the “Put Notice”) from time to time beginning on the execution date of the Purchase Agreement and ending on the earlier to occur of (a) the date on which the Equity Purchasers shall have purchased Put Shares equal to the Maximum Commitment Amount, (b) October 24, 2021 or (c) written notice of termination by the Company to the Equity Purchasers (together, the “Commitment Period”), to purchase Put Shares (as defined below).

Notwithstanding any other terms of the Purchase Agreement, in each instance (a) the amount that is the subject of a Put Notice (the “Investment Amount”) is not more than the Maximum Put Amount (as defined below), (b) the aggregate Investment Amount of all Put Notices shall not exceed the Maximum Commitment Amount and (b) the Company cannot deliver consecutive Put Notices and/or consummate closings to the same Equity Purchaser and must alternate between Oasis and SBI. “Maximum Put Amount” means the lesser of (a) such amount that equals 250% of the average daily trading volume of our shares and (b) $1,000,000. The price paid for each share (the “Purchase Price”) subject to a Put Notice (the “Put Shares”) shall be 85% of the Market Price (as defined below) on the date upon which the Purchase Price is calculated in accordance with the terms and conditions of the Purchase Agreement. “Market Price” means the one lowest traded price of the shares on the principal market for any trading day during the Valuation Period (as defined below), as reported by Bloomberg Finance L.P. or other reputable source. “Valuation Period” means the period of five consecutive trading days immediately following the Clearing Date (as defined below) associated with the applicable Put Notice during which the Purchase Price of the shares is valued, provided, however, that the Valuation Period shall instead begin on the Clearing Date if the respective Put Shares are received via DWAC in the applicable selling stockholder’s brokerage account prior to 11:00 a.m. Eastern Time on the respective Clearing Date. “Clearing Date” means the date on which an Equity Purchaser receives the Put Shares via DWAC in its brokerage account.

As compensation for the commitments made under the Purchase Agreement, the Company paid to the Equity Purchasers a commitment fee equal to 4% of the Maximum Commitment Amount (the “Commitment Fee”). The Commitment Fee was paid by the Company by issuing to the Equity Purchasers 28,572 shares of its Series B Preferred Stock, which shares were authorized for issuance on February 25, 2020 (“Series B Preferred Shares”).

Concurrently with the execution of the Purchase Agreement, the Company and the Equity Purchasers entered into a Registration Rights Agreement, dated as of October 24, 2019 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has filed a registration statement covering the resale by the Equity Purchasers of any Put Shares which may be issued pursuant to the Purchase Agreement and any and Shares which may be issued upon conversion of the Series B Preferred Shares. The effectiveness of this registration statement is a condition to the ability of the Company to issue a Put Notice to an Equity Purchaser and consummate the sale of the applicable number of Put Shares to such Equity Purchaser.

On April 15, 2021 the Company notified the Equity Purchasers of its intent to terminate the Purchase Agreement effective immediately. The Series B Preferred Shares issued to the equity purchased which represented the Commitment fee will remain outstanding and the commitment fee which was previously recorded as deferred financing costs was immediately expensed during the year ended December 31, 2020.

Promissory Note Purchase Agreement

On March 2, 2020 (the “Issue Date”), Bridgeway entered into an unsecured promissory note purchase agreement with SBI, on behalf of itself and the other note purchasers (the “Note Purchasers”), pursuant to which the Note Purchasers purchased from the Company (a) 12% convertible promissory notes of the Company in an aggregate principal amount of $845,000 (the “12% Notes”) convertible into Shares (the “Conversion Shares”) of and (b) warrants (the “Warrants”) to acquire up to 1,111,842 Shares subject to a beneficial ownership cap of no greater than 4.99% in the case of each Purchaser (the “Warrant Shares”).

The maturity date of the 12% Notes shall be on that day that is nine (9) months after the Issue Date (the “Maturity Date”) and is the date upon which the principal amount of the 12% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. As of the date of filing, the 12% Notes are in default. As at December 31, 2020 the Company owed $845,000 (December 31, 2019 - $nil) in principal and the accrued interest was $88,349.

Under the terms of the 12% Notes, the Note Purchasers shall have the right at any time on or after the Issue Date, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 12% Notes, and any other amounts owed under the 12% Notes, into shares at the Conversion Price (as defined below); provided, however, that in no event shall any Note Purchaser be entitled to convert any portion of any of the 12% Notes in excess of that portion of any 12% Note upon conversion of which the sum of (a) the number of owned by the Note Purchaser and its affiliates (other than Shares issuable upon conversion of the 12% Notes or exercise of the Warrants held by such Note Purchaser) and (b) the number of shares issuable upon the conversion of the portion of any 12% Note with respect to which the determination of this provision is being made, would result in beneficial ownership by any Note Purchaser and its affiliates of more than 4.99% of the Company’s outstanding shares (the “Maximum Share Amount”). The “Conversion Price” per share shall be the lower of (i) $0.38 or (ii) the Variable Conversion Price (as defined below) (subject to adjustment). The “Variable Conversion Price” shall mean 70% multiplied by the Market Price (as defined below). “Market Price” means the lowest Trading Price (as defined below) for our common stock during the fifteen (15) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Price” means, as of any date, the lowest VWAP price for our shares on the applicable trading market trading market (the “Trading Market”) as reported by a reliable reporting service.

The LifeLogger Platform offers smart phone usersexercise price of the abilityWarrants is $0.38 per share, subject to capture videos with geo location withadjustment. Each Warrant also contains a play backcashless exercise option that shows an interactive mapand has a term of when and where it was taken.five (5) years from the Issue Date.

FollowingOn September 30, 2020 (the “Issue Date”), the successful launch of our private beta versionCompany entered into an unsecured promissory note purchase agreement with Oasis Capital, LLC (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 6% convertible promissory note of the LifeLogger PlatformCompany in August 2015an aggregate principal amount of $155,000 ($5,000 OID) (the “6% Note”) convertible into Shares (the “Conversion Shares”) subject to users who expresseda beneficial ownership cap of no greater than 4.99% in the case of the Purchaser, and a default rate of 18%. The maturity date of the 6% Note shall be on June 30, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 6% Note, as well as all accrued and unpaid interest for exclusive testing with their iOS and Android devices, we launchedother fees, shall be due and payable. The note carries an open public version18% default interest rate.

Under the terms of the 6% Note, the Note Purchaser shall have the right at any time during the first quarter of 2016. This releaseperiod beginning on the date which is one hundred eighty (180) days following the date of the platform has6% Note and ending on the primary value proposition builtlater of: (i) the Maturity Date and (ii) the date of payment of the default amount, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 6% Note, and any other amounts owed under the 6% Note, into shares at the Conversion Price (as defined below); provided, however, that in no event shall the Note Purchaser be entitled to convert any portion of any of the 6% Note in excess of that portion of the 6% Note upon conversion of which the sum of (a) the number of shares owned by the Note Purchaser and its affiliates and (b) the number of shares issuable upon the conversion of the portion of the 6% Note with geo-coordinates, face detectionrespect to which the determination of this provision is being made, would result in beneficial ownership by the Note Purchaser and playback with interactive map and easy sharing.its affiliates of more than the Maximum Share Amount of 4.99% of the outstanding shares. The iOS and Android apps are available with ongoing updates with new features. We are actively collecting and monitoring the usage and feedback to launch future releases that will“Conversion Price” shall be designed to increase engagement with added features for social engagement and continuous improvementsequal to the user interfaceVariable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and experience.similar events). The “Variable Conversion Price” shall mean 80% multiplied by the Market Price (as defined below) (representing a discount rate of 20%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date.

As at December 31, 2020 the Company owed $155,000 (December 31, 2019 - $nil) in principal and the accrued interest was $2,344.

On October 03, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Oasis Capital, LLC (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 6% convertible promissory note of the Company in an aggregate principal amount of $155,000($5,000 OID) (the “6% Note”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser, and a default rate of 18%. The maturity date of the 6% Note shall be on June 30, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 6% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The note carries a 18% default interest rate.

Under the terms of the 6% Note, the Note Purchaser shall have the right at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the 6% Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 6% Note, and any other amounts owed under the 6% Note, into shares at the Conversion Price (as defined below); provided, however, that in no event shall the Note Purchaser be entitled to convert any portion of any of the 6% Note in excess of that portion of the 6% Note upon conversion of which the sum of (a) the number of shares owned by the Note Purchaser and its affiliates and (b) the number of shares issuable upon the conversion of the portion of the 6% Note with respect to which the determination of this provision is being made, would result in beneficial ownership by the Note Purchaser and its affiliates of more than the Maximum Share Amount of 4.99%   of the outstanding shares. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 80% multiplied by the Market Price (as defined below) (representing a discount rate of 20%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date.

As at December 31, 2020 the Company owed $155,000 (December 31, 2019 - $nil) in principal and the accrued interest was $2,344.

On October 23, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $68,000 ($3,000 OID) (the “9% Note”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser, and a default rate of 22%. The maturity date of the 9% Note shall be on October 23, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The note carries a 22% default interest rate.

Under the terms of the 9% Note, the Note Purchaser shall have the right at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the 9% Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 9% Note, and any other amounts owed under the 9% Note, into shares at the Conversion Price (as defined below); provided, however, that in no event shall the Note Purchaser be entitled to convert any portion of any of the 9% Note in excess of that portion of the 9% Note upon conversion of which the sum of (a) the number of shares owned by the Note Purchaser and its affiliates and (b) the number of shares issuable upon the conversion of the portion of the 9% Note with respect to which the determination of this provision is being made, would result in beneficial ownership by the Note Purchaser and its affiliates of more than the Maximum Share Amount of 4.99% of the outstanding shares. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date.

As at December 31, 2020 the Company owed $68,000 (December 31, 2019 - $nil) in principal and the accrued interest was $1,157.

On November 16, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $48,000 ($3,000 OID) (the “9% Note II”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser, and a Default rate of 22%. The maturity date of the 9% Note II shall be on November 16, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The note carries a 22% default interest rate.

Under the terms of the 9% Note II, the Note Purchaser shall have the right at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the 9% Note II and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 9% Note II, and any other amounts owed under the 9% Note II, into shares at the Conversion Price (as defined below); provided, however, that in no event shall the Note Purchaser be entitled to convert any portion of any of the 9% Note II in excess of that portion of the 9% Note II upon conversion of which the sum of (a) the number of shares owned by the Note Purchaser and its affiliates and (b) the number of shares issuable upon the conversion of the portion of the 9% Note II with respect to which the determination of this provision is being made, would result in beneficial ownership by the Note Purchaser and its affiliates of more than the Maximum Share Amount of 4.99% of the outstanding shares. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date.

As at December 31, 2020 the Company owed $48,000 (December 31, 2019 - $nil) in principal and the accrued interest was $533.

Development ResourcesAcquisition and Discontinued Operations

We relyThe Company entered into an agreement (the “Transaction Agreement”) on third party product developmentMay 3, 2019 with C-PAK, P&G, and software engineeringCapital Park Holdings Corp., solely in its capacity as guarantor, for an acquisition of certain assets pertaining to the “Joy” and consulting providers“Cream Suds” trademarks for $30,000,000. As at October 1, 2019, the Transaction Agreement was terminated between the parties. The terms of the termination are undergoing further negotiations. Results of operations, financial position and cash flows for these businesses are separately reported as discontinued operations for the development and support of our LifeLogger Platform. Our development activities are guided by Andrés Espineira, B.S., M.M., an entrepreneuryear ended December 31, 2019. In connection with a strong background in product strategy, marketing and software development who joined our company in November 2015 as our Chief Marketing Officer and by Indra Dosanjh, MBA, who has served as our Chief Technical Officer since September 2014.Based on the availability of our working capital, we intend to commit significant resources to product research and development to ensure that we can offer a device-agnostic platform that provides the market with a truly universal online media service, taking advantageclosing of the growthtransaction contemplated by the transaction agreement, the Company received a transaction fee in wearable camerasthe amount of $400,000 (the “Transaction Fee”) where the Company recorded the transaction fee as an accrual with its Deferred Financing Fee balance sheet account. In conjunction with termination of the Transaction Agreement, the Company has immediately reversed the accrual for the Transaction Fee and sensors.immediately expensed the Transaction Fee in this period.

We completed a prototype of our integrated Lifelogger wearable video camera for testing and continue to market this product to potential distributors and joint venture and strategic alliance partners. We will evaluate opportunities from these marketing efforts to determine the extent of our future development and marketing of this device.

Sales and MarketingSmall Business Administration Loans

Our marketing strategiesOn March 31, 2021, Bridgeway was approved for a SBA Loan-1in the amount of $723,743 and on March 24, 2021 was approved for an SBA Loan-2 in 2016 will focusthe original principal amount of $150,000. SBA Loan-1 shall be eligible for forgiveness if during the 8-to-24-week covered period following disbursement: (i) employee and compensation levels are maintained; (ii) the loan proceeds are spent on (i) dissemination of videospayroll costs and other marketing media demonstratingeligible expenses and (iii) at least 60% of the Lifelogger Platform’s relevance for specific uses, including methods for recording lectures, capturing news inproceeds are spent on payroll costs. For any portion of the making and other timely and socially relevant activities, and (ii) reaching out to travel bloggers and freelance journalists. We expectSBA Loan-1 that the unique geolocation and interactive mapping features provided by the LifeLogger Platformis not forgiven, it will appeal to these groups. We have chosen to takebear interest at a focused, data-driven approach to our market strategy1% fixed APR for the LifeLogger Platform to include the following:

Revenue Model

We plan to implement a freemium revenue model with viral marketing of free plans leading to paid upgrades and subscriptions for advanced software features and additional storage. Our plan is to add a paid model following testinglife of the open beta platform, which we expectloan with payments deferred for ten (10) months. With respect to complete in the third or fourth quarterSBA Loan-2, interest will accrue at the rate of 2016.3.75% per annum with installment payments, including principal and interest, of $731.00 per month beginning on the twelve (12) month anniversary of the funding date. The balance of principal and interest will be payable on the thirty (30) year anniversary of the funding date.

Principal SuppliersClass A Common Stock Reverse Stock Split

Webelieve we will have adequate access to a qualified development team for the LifeLogger Platform.

Competition

We will initially license our platform exclusively via the Internet. Our competition includes other Internet based sellers of lifelogger services. Some of our competitors may have significantly greater financial, marketing and other resources than we do. Our competitors may undertake more far-reaching marketing campaigns, including print and television advertisements, and adopt more aggressive pricing policies that may allow them to build larger customer and distribution bases than ours. Our competitor’s services may be equal or superior to our proposed platform or that achieve greater market acceptance than ours.

Government Regulation

Our LifeLogger Platform business operates in a regulated environment under various federal and state consumer protection and other laws, rules and regulations, includingOn October 16, 2020, the federal Gramm-Leach-Bliley Act and the federal Telemarketing and Consumer Fraud and Abuse Prevention Act. Someboard of directors (the “Board”) of the more significant regulations that we will become subject are described below.

Our LifeLogger Platform is subject to a number of U.S. federalCompany and state, and foreign laws and regulations that affect companies conducting business on the Internet. Many of these laws and regulations are still evolving and being tested in courts, and could be interpreted in ways that could harm our business. These may involve user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation and online payment services. In particular, we will become subject to federal, state, and foreign laws regarding privacy and protection of user data. Foreign data protection, privacy, and other laws and regulations can be more restrictive than those in the United States. U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly-evolving industry in which we intend to operate, and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies, and foreign governments concerning data protection which could affect us. For example, the European Commission is currently considering a data protection regulation that may include operational requirements for companies that receive personal data that are different than those currently in place in the European Union, and that may also include significant penalties for non-compliance.

We believe we are in substantial compliance with all governmental regulations applicable to our business. We will employ a number of external resources to assist us in complying with our regulatory obligations. These external resources will include outside technology providers and consultants. As we expand our business, we will be required to raise additional capital to cover the expected increase in costs to hire and train additional internal and external resources to ensure we remain in substantial compliance with our governmental obligations.

Patents and Trademarks

We own the trademark for “LL Life Logger” and “LifeLogger”. These trademarks are registered in the United States and a trademark for “Life Logger” has been registered in the European Union. We have applied for trademark registration in other countries where we intend to offer our LifeLogger Platform.

Employees

As of April 7, 2016, we have no full-time employees. However, we have consulting contracts with our Chief Executive Officer, Chief Marketing Officer and Chief Product Officer to provide services to us on a full-time basis. In additional we contract with a third-party software developers as needed for software development.

Our Corporate History and Recent Developments

We were incorporated in Nevada on June 4, 2012 under the name Snap Online Marketing Inc. We changed our name effective January 31, 2014 when we embarked on the development and commercialization of innovative lifelogging solutions enabling the recording, secure online storage, organizing, retrieving, appreciation and selective sharing of personal information, data, photos, videos and other activities with friends and the public at large. Prior to January 31, 2014, we were engaged in providing web based marketing services.

On November 10, 2015 we entered into an Asset Purchase Agreement with Pixorial to acquire its software source code, software, trade secrets, processes, ideas, know-how, improvements, discoveries, developments, designs, techniques and contract rights related to the Pixorial app including contract rights related to the Pixorial app for inclusion on the Apple store and the Google Play store. Pixorial’s software offers online user-friendly tools and applications to access, download, edit, tag, process, store, organize and share videos, photos and music from any device, services. We are in discussions with Pixorial to amend the agreement to limit the scope of the assets we acquire as we have determined that we no longer need to acquire the Pixorial software. We extended the outside closing date of this agreement to April 30, 2016 and expect to amend the agreement to identify the specific assets we will acquire and price we plan to pay.

On March 9, 2016, we filed a preliminary information statement on Schedule 14C relating to the approval by our sole director and by a stockholder holding a majority of ourthe voting power of the Company’s voting stock (the “Majority Stockholder”) took action by joint written consent in lieu of a meeting to: (i) ratify the approval of an amendment to our amended and restated articlesthe Company’s certificate of incorporation, that would increase inwhich amendment was filed with the Delaware Secretary of State on December 19, 2019 and was declared effective on January 20, 2020 (the “December 2019 Amendment”), which (i) changed the Company’s name from “Capital Park Holdings Corp.” to “Bridgeway National Corp.” and (ii) increased our authorized capital stock from 125,000,00030,000,000 shares to 255,000,000250,000,000 shares, of which 250,000,000187,500,000 shares were designated as Class A Common Stock (the “Class A Common Stock”), 18,750,000 shares were designated as Class B Common Stock (the “Class B Common Stock”) and 62,500,000 shares were designated as preferred stock, of which 1,000 shares were previously designated as Series A Preferred Stock (the “Series A Preferred Stock”) and 125,181 shares were previously designated as Series B Preferred Stock (the “Series B Preferred Stock”); (ii) approve a further amendment to the Company’s certificate of incorporation (the “Recapitalization Amendment”) to increase the Common Stock from 187,500,000 shares to 400,000,000 shares, of which 360,000,000 shares will be common stockdesignated as the Class A Common Stock and 5,000,00040,000,000 shares will be preferred stock. Thedesignated as the Class B Common Stock and (iii) approve an additional amendment to our amended and restated articlesthe certificate of incorporation to effect a reverse stock split of our outstanding shares of our Class A Common Stock and Class B Common Stock at the at the ratio of one-for-4 (the “Reverse Stock Split Amendment,” and together with the December 2019 Amendment and the Recapitalization Amendment, collectively, the “Amendments”).

The December 2019 Amendment will not be effecteddeemed ratified, and the Recapitalization Amendment and Reverse Stock Split Amendment will not be made effective until (i) a definitive information statement on Schedule 14C is filed with the SEC, (ii) a notice and definitive information statement is mailed to our stockholders, (iii) at least 20twenty (20) calendar days have passed since the after the mailing of the noticeInformation Statement accompanying this Notice. In addition, the Reverse Stock Split Amendment will not be made effective until the Recapitalization Amendment is made effective, and information statement, and (iv) a certificate of amendment to our amended and restated articles of incorporation is filed withwe receive FINRA approval for the Secretary of State of Nevada.Reverse Stock Split from the Financial Industry Regulatory Authority (“FINRA”). We received written notification that FINRA had approved the Reverse Stock Split on February 17, 2021.

ITEM 1A. RISK FACTORS

The risk factors in this section describe the material risks to our business, prospects, results of operations, financial condition or cash flows, and should be considered carefully. In addition, these factors constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995 and could cause our actual results to differ materially from those projected in any forward-looking statements (as defined in such act) made in this Annual Report on Form 10-K. Investors should not place undue reliance on any such forward-looking statements. Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Risks Related to our Business

We lack an operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail.

We were incorporated on June 4, 2012. For the year ended December 31, 2015, we realized no revenues and incurred $1,086,538 in operating costs for the year ended December 31, 2015. We have not generated any revenue from our planned Lifelogging Platform business. As of December 31, 2015, we had accumulated deficit of $1,328,787. We have a limited operating history upon which an evaluation of our future success or failure can be made. Based upon current plans, do not know when we expect to begin generating revenues from our planned Lifelogging Platform business. Furthermore, our revenues may not be sufficient to cover our operating costs. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to achieve a sustainable sales level will cause us to go out of business.

Our auditors have issued a going concern opinion because there is substantial uncertainty that we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

Significant Capital Requirements; Possible Additional Financing.

Our capital requirements will be significant. We are dependent on raising additional capital in order to fund our operations. Such financing may include the issuance of additional securities and/or the incurrence of debt financing. There can be no assurance that any additional financing will be available to us on acceptable terms or at all. Any additional equity financing will dilute the interests of our then existing shareholders.

Lifelogging services generally, and our services in particular, may not achieve widespread acceptance which could require us to modify our sales and marketing efforts and could limit our ability to successfully grow our business.

The market for lifelogging software remains immature and is rapidly changing. In addition, the services we plan to sell are still being developed and will be new to the market. Our ability to sell these services and generate revenue in the future depends on the acceptance by customers, third-party resellers and end users of life logging software and services generally and our services in particular. The adoption of lifelogging software could be hindered by the costs to use the services. Accordingly, in order to achieve commercial acceptance, we may have to educate prospective customers about the uses and benefits of life blogging in general and our services in particular. We may also need to modify or increase our planned sales and marketing efforts or adopt new marketing strategies to achieve such education. If these efforts fail, prove excessively costly or unmanageable, or if life logging generally does not continue to achieve commercial acceptance, our business would be harmed.

We may have difficulty managing growth in our business.

Because of our small size, growth in accordance with our business plans, if achieved, will place a significant strain on our financial, technical, operational and management resources. As we expand our activities and increase our service lines, there will be additional demands on our financial, technical and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties, including the recruitment and retention of experienced personnel, talent and consultants, could have a material adverse effect on our business, financial condition and results of operations and our ability to timely execute our business plan.

Our business, financial condition and results of operations may be adversely affected by unfavorable economic and market conditions.

Changes in global economic conditions could adversely affect the profitability of our business. Economic conditions worldwide have from time to time contributed to slowdowns in the technology industry, as well as in the specific segments and markets in which we operate, resulting in reduced demand and increased price competition for our services. Our operating results in one or more geographic regions may also be affected by uncertain or changing economic conditions within that region, such as the challenges that are currently affecting economic conditions in the United States and abroad. If economic and market conditions in the United States or other potential key markets, remain unfavorable or persist, spread or deteriorate further, we may experience an adverse impact on our business, financial condition and results of operation. In addition, the current or future tightening of credit in financial markets could result in a decrease in demand for our services.

Our ability to keep pace with technological developments is uncertain.

Our failure to respond in a timely and effective manner to new and evolving technologies could harm our business, financial condition and operating results. The idea of lifelogging is an evolving social network trend characterized by rapidly changing technology, evolving industry standards, changes in consumer needs and new service introductions. Our business, financial condition and operating results will depend, in part, on our ability to develop the technical expertise to address these rapid changes and to use leading technologies effectively. We may experience difficulties that could delay or prevent the successful development, introduction or implementation of new features or services to our proposed lifelogging services.

Any defects in, or other problems with, our services could harm our business and result in claims against us.

Complex software service platforms such as ours may contain errors, defects and bugs (collectively, “errors”). During the development of LifeLogger Platform, we may discover errors. As a result, our planned services may take longer than expected to develop. In addition, we may discover that remedies for errors may be technologically unfeasible. Delivery of services with undetected errors or reliability, quality or compatibility problems could damage our reputation. The existence of errors or reliability, quality or compatibility problems could also cause interruptions, delays or cessations of sales. We could, as well, be required to expend significant capital and other resources to remedy these problems. In addition, customers whose businesses are disrupted by these errors or reliability, quality or compatibility problems could bring claims against us; the defense of which, even if successful, would likely be time consuming and costly. Furthermore, if any such defense were not successful, we might be obligated to pay substantial damages that could materially and adversely affect our operating results.

“Our business, financial condition and results of operations could be adversely affected if we fail to provide adequate security to protect our prospective customers and our systemssmaller reporting company.

Online security breaches could adversely affect our business, financial condition and results of operations. Any well-publicized compromise of security could deter use of the internet in general or use of the internet to store, retrieve and share confidential or personal information or downloading sensitive materials. In offering lifelogging services, we may increasingly rely on technology acquired from third parties to develop and produce our LifeLogger Platform. Advances in computer capabilities, new discoveries in the field of cryptography or other developments could compromise or breach the algorithms that we plan to use to protect the data of our potential customers. If third parties are able to penetrate our planned network security or otherwise misappropriate confidential information, we could be subject to liability, which could result in litigation. In addition, experienced programmers or “hackers” may attempt to misappropriate proprietary information or cause interruptions in our services that could require us to expend significant capital and resources to protect against or remediate these problems.

We may not be able to protect and enforce our intellectual property rights.

The LifeLogger Platform has been created using proprietary technology being developed, in part, by third party contractors and the proprietary technology of the vendors who supply them with components. Although we will seek contractual indemnification rights and have certain common law rights of indemnification, neither we nor our third party contractors have any registered patents on our Lifelogger Platform. Our inability or failure to protect or enforce trademarks and other proprietary rights could materially adversely affect our business. Our actions to establish, protect and enforce our trademarks and other proprietary rights may not prevent imitation of our services or brands or control piracy by others or prevent others from claiming violations of their trademarks and other proprietary rights by us. There are factors outside of our control that pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in every country in which our proposed services are distributed or made available through the internet.

Further, although management does not believe that our LifeLogger Platform s will infringe on the intellectual rights of others, there is no assurance that we will not be the target of infringement or other claims. Such claims, even if not true, could result in significant legal and other costs and may be a distraction to our management or interrupt our proposed business.

If we do not diversify, continue to innovate and provide products or services that are useful to consumers and which generate significant traffic to our websites, we may not remain competitive or generate revenue.

Internet-based social networking is characterized by significant competition, evolving industry standards and frequent product or service enhancements. Our competitors are constantly developing innovations in internet social networking. We must continually invest in improving our customers’ experiences and in providing products and services that people expect in a high social networking experience, including services responsive to their needs and preferences and services that continue to attract, retain and expand our customer base.

We may need to change the manner in which we conduct our business, or incur greater operating expenses, if government regulation of the Internet or other areas of our business changes or if consumer attitudes toward use of the Internet, mobile devices, and lifelogging change.

The adoption or modification of laws or regulations relating to the Internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business. In addition, the growth and development of the market for lifelogging may lead to more stringent consumer protection laws, which may impose additional burdens on us. If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model.

The manner in which Internet and other legislation may be interpreted and enforced cannot be precisely determined and may subject either us or our customers to potential liability, which in turn could have an adverse effect on our business, results of operations and financial condition. The adoption of any laws or regulations that adversely affect the popularity or growth in use of the Internet could decrease the demand for our LifeLogger Platform and increase our cost of doing business.

In addition, if consumer attitudes toward use of the Internet, mobile devices and lifelogging change and If we are unable to interact with consumers because of changes in their attitude toward use of these technologies, our potential future service revenues, customer acquisition and retention and operating results may be affected adversely.

As an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”), we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”), which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We are highly dependent on the services provided by Stewart Garner, our Chief Executive Officer, Chief Financial Officer and sole director.

We are highly dependent upon the services of Stewart Garner, our Chief Executive Officer, Chief Financial Officer and sole director. We have not obtained “key-man” life insurance policies insuring the life of Mr. Garner. If the services of Mr. Garner become unavailable to us, for any reason, our business could be adversely affected.

If we are unablenot required to attract and retain key personnel, our business could be harmed.provide the information required by this Item.

If Mr. Garner were to leave, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any successor obtains the necessary training and experience. Our employment relationships are generally at-will. We cannot assure that one or more key employees will not leave in the future. We intend to continue to hire additional highly qualified personnel, including engineers and operational personnel, but may not be able to attract, assimilate or retain qualified personnel in the future. Any failure to attract, integrate, motivate and retain these employees could harm our business.

We may have difficulty managing growth in our business.

Because of our small size, growth in accordance with our business plans, if achieved, will place a significant strain on our financial, technical, operational and management resources. As we expand our lifelogging business activities and increase the size of our operations, we plan to utilize computer systems and technology to minimize our labor costs. Despite these efforts, there will be additional demands on our financial, technical and management resources. The failure to implement administrative, operating and financial control systems and software or the occurrence of unexpected expansion difficulties, including the recruitment and retention of experienced personnel, talent and consultants, could have a material adverse effect on our business, financial condition and results of operations and our ability to timely execute our business plan.

Consumer Electronics Ventures Corp. can exercise voting control over corporate decisions.

Consumer Electronics Ventures Corp. (“CEVC”) owns 58.9% of our total voting securities. As a result, CEVC exercises control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of our controlling stockholder may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other stockholders.

RISK FACTORS RELATING TO OUR SECURITIES

There currently is only a minimal public market for our common stock. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.

There currently is only a minimal public market for shares of our common stock and an active market may never develop. Our common stock is quoted on the OTCQB operated by the OTC Markets Group, Inc. under the symbol “LOGG”. We may not ever be able to satisfy the listing requirements for our common stock to be listed on any stock exchange, including the trading platforms of NASDAQ Stock Market which are often more widely-traded and liquid markets. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by, any of the several exchanges and markets to have our common stock listed.

We cannot assure you that our common stock will become liquid or that it will be listed on a securities exchange.

Until our common stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we expect our common stock to remain eligible for quotation on the OTCQB, or on another over-the-counter quotation system. In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of our common stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. This would also make it more difficult for us to raise capital.

The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

The SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

The application of Rule 144 creates some investment risk to potential investors; for example, existing shareholders may be able to rely on Rule 144 to sell some of their holdings, driving down the price of the shares you purchased.

Rule 144 enables a person who has beneficially owned restricted shares of our common stock for at least six months to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

We do not pay dividends on our common stock.

We have not paid any dividends on our common stock and do not anticipate paying dividends in the foreseeable future. We plan to retain earnings, if any, to finance the development and expansion of our business.

GENERAL RISK STATEMENT

Based on all of the foregoing, we believe it is possible for future revenue, expenses and operating results to vary significantly from quarter to quarter and year to year. As a result, quarter-to-quarter and year-to-year comparisons of operating results are not necessarily meaningful or indicative of future performance. Furthermore, we believe that it is possible that in any given quarter or fiscal year our operating results could differ from the expectations of public market analysts or investors.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.Not applicable.

ITEM 2. PROPERTIES

Our executive offices are located inat, 1015 15^th Street NW, Suite 1030, Washington, D.C. 20005. The commencement date of the lease was January 29, 2020 and the term concludes on August 31, 2025. During the initial year of the lease, the per annum fixed rent obligation is $205,965 which increases pursuant to an in-lease escalation clause with the last year of the term having a shared executive office suite at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, Florida 33410 on a month to month basis. In addition, we maintain office space provided by Mr. Garner, our Chief Executive Officer, Chief Financial Officer and sole director, in Ontario, Canada under the termsper annum fixed rent obligation of his consulting agreement with our company.$233,030.

ITEM 3. LEGAL PROCEEDINGS

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

Our common stock ishas been quoted on the OTCQB and has tradedOTC Pink tier of the over-the-counter market under the symbol “LOGG” from February 2014 to April 2020 under the symbol “BDGY” since February 2014.April 2020. Trading of our common stock is limited and sporadic. There can be no assurance that a liquid market for our common stock will ever develop.

The following table reflects the high and low closing sales information forHolders of our common stock for each fiscal quarter during the fiscal years ended December 31, 2015 and 2014. This information was obtained from the OTCQB and reflects inter-dealer prices without retail mark-up, markdown or commission and may not necessarily represent actual transactions.Common Stock