Frelii (FRLI) Risk Analysis
Risk Overview Q4, 2018
Source: the company's latest filing for the period ended Dec 31, 2018, filed Apr 16, 2019
Risk Change Over Time
No filing history is available.
- Accounting & Financial Operations - Risk 1We have a limited operated history and operating in a volatile market.
The Company has a limited operating history and faces many of the risks and difficulties frequently encountered in new and rapidly evolving markets. These risks include the ability to: - Increase awareness of the Company's brand, products, and services; - Strengthen customer loyalty; - Maintain current strategic relationships and develop new strategic relationships; - Respond effectively to competitive pressures; - Continue to develop and upgrade technology; - Attract, retain, and motivate qualified personnel.
Risk Highlights Q4, 2018
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 31
- Share Price & Shareholder Rights - Risk 1Our management may have a conflict of interest with our minority shareholders.
The relationship of management and its affiliates to the Company could create conflicts of interest. While management has a fiduciary duty to the Company, it also determines its compensation from the Company. While management believes that any consideration paid to affiliates is fair, there is no assurance that such consideration reflects the true market value of the services being performed. Management believes that it will have the resources necessary to fulfill its management obligations to all entities for which it is responsible. Management's compensation from the Company has not been determined pursuant to arm's-length negotiation.
- Share Price & Shareholder Rights - Risk 2Our bylaws indemnify our management to the maximum extent permitted by law.
The Company's Bylaws provide that the Company will indemnify and hold harmless its officers and directors against claims arising from Company activities, to the maximum extent permitted by law. If the Company were called upon to perform under its indemnification agreement, then the portion of its assets expended for such purpose would reduce the amount otherwise available for the Company's business.
- Share Price & Shareholder Rights - Risk 3There is a potential risk of dilution of ownership in our Company.
The Company has the right to raise additional capital or incur borrowings from third parties to finance its business. The Company may also implement public or private mergers, business combinations, business acquisitions and similar transactions pursuant to which it would issue substantial additional capital stock to outside parties, causing substantial dilution in the ownership of the Company by its existing shareholders. The Board of Directors has the authority, without the consent of any of the shareholders, to cause the Company to issue more shares of common and preferred stock at such price and on such terms and conditions as are determined by the Board in its sole discretion. The Company may also issue net profits interests in the Company. The issuance of additional shares of capital stock or net profits interests by the Company would dilute the shareholders' ownership in the Company.
- Share Price & Shareholder Rights - Risk 4Our stock has historically had a limited market. If an active trading market for our Common Stock does develop, trading prices may be volatile.
Should an active trading market develop, the market price of the shares of Common Stock may be based on factors that may not be indicative of future market performance. Consequently, the market price of the Common Stock may vary greatly. If an active market for the Common Stock develops, there is a significant risk that the stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control: - variations in our quarterly results - announcements that our revenues or income/losses are below analysts' expectations; - general economic slowdown; - changes in market valuations of similar companies; - announcements by us or our competitors of significant contracts; or - acquisitions, strategic partnerships, joint ventures or capital commitment.
- Share Price & Shareholder Rights - Risk 5Our common stock is illiquid and the price of our common stock may be negatively impacted by factors that are unrelated to our operations.
Although our common stock is currently listed for quotation on the OTC Pink Market, there is a very limited market for our common stock. Even after trading volume increases, trading through the OTC Pink or OTCQB is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for stockholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.
- Share Price & Shareholder Rights - Risk 6Sales by our shareholders of a substantial number of shares of our Common Stock in the public market could adversely affect the market price of our Common Stock.
The majority of outstanding shares in the Class B common stock are owned by the Directors and Officers. If any of these principal shareholders were to decide to sell large amounts of stock over a short period of time such sales could cause the market price of the Common Stock to decline.
- Share Price & Shareholder Rights - Risk 7Our officers and directors may have a conflict of interest with the minority shareholders in the future because the majority of the shares of our Common Stock are owned by our officers and directors. Thus, the minority shareholders may not be able to control or influence our management's decision making.
The Company's officers and directors currently own 59.12% of the outstanding shares of the Company's Class B common stock. The interests of a specific director or officer, individually or as a group may at times differ from other shareholders. Where those conflicts exist, our shareholders will be dependent upon the directors and officers, in a manner fair to all our shareholders, their fiduciary duties as an officer and/or director.
- Share Price & Shareholder Rights - Risk 8Our common stock is currently quoted on the Over-the-Counter market that may have an unfavorable impact on our stock price and liquidity.
Our common stock is quoted Over-the-Counter on the OTC: Pink market. The OTC Pink Market is a significantly more limited market than established trading markets such as the New York Stock Exchange or NASDAQ. The quotation of our shares on the OTC Pink Market may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future. We plan to list our common stock on the Over-the-Counter Bulletin Board, or on a senior exchange such as NASDAQ as soon as practicable. However, we cannot assure you that we could meet the initial listing standards of any stock exchange, or that we could maintain any such listing.
- Share Price & Shareholder Rights - Risk 9We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.
The SEC has adopted regulations which generally define so-called "penny stocks" to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a "penny stock" and is subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and "accredited investors" (generally, individuals with a net worth of more than $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital. For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock. There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
