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WealthCasa is currently testing the waters and no money or other consideration is being solicited, and if sent in response, will not be
accepted;
no offer to buy the securities can be accepted and no part of the purchase price can be
received until the offering statement is qualified, and any such offer may be withdrawn or revoked,
without obligation or commitment of any kind, at any time before notice of its acceptance given after
the qualification date;
an investor’s indication of interest involves no obligation or commitment of any kind.
Disclosures
This landing page contains certain statements that may include ‘forward-looking statements’ within the meaning of federal securities laws. All statements, other than statements of historical facts, included herein are ‘forward-looking statements.’ Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with and available from the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements. The financial information and data contained in this presentation are unaudited and do not conform to the Securities and Exchange Commission’s Regulation S-X. This presentation includes certain estimated financial information and forecasts that are not derived in accordance with generally accepted accounting principles (GAAP) and which may be deemed to be non-GAAP financial measures within the meaning of Registration G promulgated by the Securities and Exchange Commission. The Recipient acknowledges that US securities laws prohibit any Person who has received from an issuer any material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. This Investor Summary (this “Investor Summary”) is being furnished by or on behalf of the Company based on information provided or furnished by the Company or from publicly available sources. Any information contained in this Investor Summary is being furnished for informational purposes only. The information contained herein is confidential and is provided for the exclusive use of the recipient and may not be reproduced, provided, disclosed to others, or used for any other purpose without written authorization by Texture Capital, Inc. (“Texture”), (“Placement Agent”) and the Company, and upon request, must be returned to the Company or Placement Agent. Texture Capital, Inc. (“Texture”), a Delaware limited liability, is a FINRA/SEC registered Broker-Dealer in connection with any transaction involving the Company pertaining to the matters contained herein. This Investor Summary is not intended to be and does not constitute financial advice or any other advice, is general in nature, and is not specific to any recipient. Recipients are responsible for their own investment research and investment decisions. This Investor Summary is for informational purposes only. Recipients should not construe any such information or other material as legal, tax, investment, financial, or other advice. Nothing contained in this Investor Summary constitutes a solicitation, recommendation, endorsement, or offer by the Placement Agent or any third-party service provider to buy or sell any securities or other financial instruments in this or in any other jurisdiction in which such solicitation or offer would be unlawful under the securities laws of such jurisdiction. All content in this Investor Summary is information of a general nature and does not address the circumstances of any individual or entity. Nothing in this Investor Summary constitutes professional and/or financial advice, nor does any information in this Investor Summary constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. The Placement Agent is not a fiduciary by virtue of any person’s use of or access to this Investor Summary or the information contained herein. Recipients alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other content in this Investor Summary before making any decisions based on such information or other content. In exchange for using this Investor Summary, recipients agree not to hold Placement Agent, its affiliates, or any third-party service provider liable for any possible claim for damages arising from any decision recipients make based on information or other content made available to recipients through this Investor Summary. This Investor Summary is provided on an “as is” basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose. The disclaimers of liability contained herein apply to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction, or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. Any recipient of this Investor Summary acknowledges that Placement Agent is not liable for the defamatory, offensive, or illegal conduct of other third parties, members, or other users of the Investor Summary. In no event will the Placement Agent or any person or entity involved in creating, producing, or distributing content of this Investor Summary be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to lost profits or trading losses) arising out of the use of or inability to use this Investor Summary or out of the breach of any warranty. Placement Agent neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement on this Investor Summary. Under no circumstances will Placement Agent be liable for any loss or damage caused by any recipient’s reliance on information obtained through the content of this Investor Summary. The information contained herein has not been independently verified, and neither the Company, Placement Agent, nor its respective affiliates make any representation or warranty (expressed or implied) as to the accuracy or completeness of this Investor Summary or any statements, estimates, or projections contained herein, and none of them will have any liability for any recipient’s use of this Investor Summary or any other oral, written, or other communications transmitted to the recipient in the course of its evaluation of the Company. This Investor Summary contains certain projected financial information that reflects management’s projections as to anticipated future results based upon assumptions that are inherently uncertain, including assumptions as to the size of the market in which it competes, general industry conditions, and other factors. The assumptions are based on management’s judgment. As a result, no representation or warranty is made as to the feasibility of the projected financial information included in this Investor Summary. The only information that will have any legal effect will be that which is specifically represented or warranted in a definitive agreement relating to a transaction with the Company and executed on behalf of the Company and a third party. The Placement Agent anticipates receiving a fee from the Company in connection with the transaction contemplated herein. This Investor Summary is not, and under no circumstances should, be construed as a solicitation to act as a securities broker or dealer in any jurisdiction. This material is general and broad insofar as it does not have regard to the circumstances or needs of any specific person who may read it. Recipients should not regard this Investor Summary as a substitute for the exercise of their own judgment. The Company reserves the right to negotiate with one or more prospective third parties at any time and to enter into a definitive agreement relating to a transaction with the Company without prior notice to the recipient or other prospective third parties. Also, the Company reserves the right, at any time, to terminate further participation in the investigation and process by any party and to modify any procedures without giving advance notice or providing any reason thereof. The Company also reserves the right during the evaluation period to take any action, whether within or outside the ordinary course of business. Neither this Investor Summary nor its delivery to recipients shall constitute or be construed to be an offer to sell any securities of the Company. Neither the Company nor Placement Agent expects to update or otherwise revise this Investor Summary or other materials supplied herewith.
Disclaimer
*Hypothetical or simulated performance in this presentation is not indicative of future results. Unless specifically noted otherwise, all return examples provided in our presentation are based on hypothetical or simulated investing. We make no representations or warranties whatsoever that any investor will, or is likely to, achieve profits similar to those shown, because hypothetical or simulated performance is not necessarily indicative of future results.
Risk Factors
An investment in Shares involves several risks. You should carefully consider the following risks and other information in this Memorandum and information contained in the Subscription Agreement before purchasing the Shares. This investment is highly speculative, and you may lose all or a part of your investment.
Risks Related to the Company’s Operations and Industry:
Our risk management efforts may not be effective, which could result in unforeseen losses.
We are exposed to the risk of natural disasters, unusual weather conditions, pandemic outbreaks, political events, war, and terrorism that could disrupt business and result in lower sales, increased operating costs, and capital expenditures.
We are susceptible to adverse economic conditions.
We rely and expect to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as intellectual property laws, to protect our proprietary rights.
Security breaches, improper access to or disclosure of our data or user data, or other hacking and phishing attacks on our systems could harm our reputation and adversely affect our business.
The Company is obligated to pay certain fees and expenses.
The Company has a limited operating history, which makes it hard to evaluate its ability to generate revenue through operations.
We may not be able to raise additional funds when needed.
To the extent that we seek to expand our operations and increase our reserves through acquisitions, we may experience issues in executing acquisitions or integrating acquired operations.
RISK FACTORS
Risks Related to the Company and our Business:
• The Company may experience fluctuations in its quarterly results.
• Our financial condition and results of operation will depend on our ability to manage future growth effectively.
• Regulatory, legal, and tax changes may adversely affect the Company.
• The Company is undertaking this Offering pursuant to a private offering exemption.
• There will exist recourse to the Company’s assets.
• General economic conditions and recent events may affect the Company and its operations.
• Negative publicity could adversely affect our business and operating results.
• We may fail to implement our business plan.
• There may be unanticipated obstacles to the execution of the Company’s business model.
• Management has broad discretion as to the use of proceeds.
• The Company’s results are dependent on successful initiatives and acceptance by customers of the Company’s products and services.
• Declining economic conditions could negatively impact our business.
• There exists an inability to accurately forecast future revenue and growth.
• The Company is dependent on current management and on our key personnel.
• We have a limited operating history and thus are subject to risks of business development.
Risks Related to this Offering and the Shares:
• The offering price of the Shares has been determined arbitrarily.
• If the Company ceases operations, the Shares will have limited or no value or use.
• There is a risk of uninsured losses.
• There is no assurance that purchasers of the Shares will receive a return on their investment.
• Investors may lack information for monitoring their investment.
• The Shares have no material history.
• Investing in private placements is risky.
• There may be adverse tax consequences for Investors upon certain future events.
• Prospective Investors must undertake their own due diligence.
• You have no ability to withdraw from your investment.
• While the stockholders have a right to vote thereon, the Board and the officers they designate will make all management decisions.
• If the Shares ever become transferable, such transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
• Investors should expect to hold their Shares for an indefinite period.
• There is no public market for the Shares, so Investors may be unable to dispose of their investment.
• There is no guarantee to the interest payments and that market forces can affect the stream of income.
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Disclosures
This landing page contains certain statements that may include ‘forward-looking statements’ within the meaning of federal securities laws. All statements, other than statements of historical facts, included herein are ‘forward-looking statements.’ Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with and available from the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements. The financial information and data contained in this presentation are unaudited and do not conform to the Securities and Exchange Commission’s Regulation S-X. This presentation includes certain estimated financial information and forecasts that are not derived in accordance with generally accepted accounting principles (GAAP) and which may be deemed to be non-GAAP financial measures within the meaning of Registration G promulgated by the Securities and Exchange Commission. The Recipient acknowledges that US securities laws prohibit any Person who has received from an issuer any material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. This Investor Summary (this “Investor Summary”) is being furnished by or on behalf of the Company based on information provided or furnished by the Company or from publicly available sources. Any information contained in this Investor Summary is being furnished for informational purposes only. The information contained herein is confidential and is provided for the exclusive use of the recipient and may not be reproduced, provided, disclosed to others, or used for any other purpose without written authorization by Texture Capital, Inc. (“Texture”) (“Placement Agent”) and the Company, and upon request, must be returned to the Company or Placement Agent. Texture Capital, Inc. (“Texture”), a Delaware limited liability, is a FINRA/SEC registered Broker-Dealer in connection with any transaction involving the Company pertaining to the matters contained herein. This Investor Summary is not intended to be and does not constitute financial advice or any other advice, is general in nature, and is not specific to any recipient. Recipients are responsible for their own investment research and investment decisions. This Investor Summary is for informational purposes only. Recipients should not construe any such information or other material as legal, tax, investment, financial, or other advice. Nothing contained in this Investor Summary constitutes a solicitation, recommendation, endorsement, or offer by the Placement Agent or any third-party service provider to buy or sell any securities or other financial instruments in this or in any other jurisdiction in which such solicitation or offer would be unlawful under the securities laws of such jurisdiction. All content in this Investor Summary is information of a general nature and does not address the circumstances of any individual or entity. Nothing in this Investor Summary constitutes professional and/or financial advice, nor does any information in this Investor Summary constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. The Placement Agent is not a fiduciary by virtue of any person’s use of or access to this Investor Summary or the information contained herein. Recipients alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other content in this Investor Summary before making any decisions based on such information or other content. In exchange for using this Investor Summary, recipients agree not to hold Placement Agent, its affiliates, or any third-party service provider liable for any possible claim for damages arising from any decision recipients make based on information or other content made available to recipients through this Investor Summary. This Investor Summary is provided on an “as is” basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose. The disclaimers of liability contained herein apply to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction, or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. Any recipient of this Investor Summary acknowledges that Placement Agent is not liable for the defamatory, offensive, or illegal conduct of other third parties, members, or other users of the Investor Summary. In no event will the Placement Agent or any person or entity involved in creating, producing, or distributing content of this Investor Summary be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to lost profits or trading losses) arising out of the use of or inability to use this Investor Summary or out of the breach of any warranty. Placement Agent neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement on this Investor Summary. Under no circumstances will Placement Agent be liable for any loss or damage caused by any recipient’s reliance on information obtained through the content of this Investor Summary. The information contained herein has not been independently verified, and neither the Company, Placement Agent, nor its respective affiliates make any representation or warranty (expressed or implied) as to the accuracy or completeness of this Investor Summary or any statements, estimates, or projections contained herein, and none of them will have any liability for any recipient’s use of this Investor Summary or any other oral, written, or other communications transmitted to the recipient in the course of its evaluation of the Company. This Investor Summary contains certain projected financial information that reflects management’s projections as to anticipated future results based upon assumptions that are inherently uncertain, including assumptions as to the size of the market in which it competes, general industry conditions, and other factors. The assumptions are based on management’s judgment. As a result, no representation or warranty is made as to the feasibility of the projected financial information included in this Investor Summary. The only information that will have any legal effect will be that which is specifically represented or warranted in a definitive agreement relating to a transaction with the Company and executed on behalf of the Company and a third party. The Placement Agent anticipates receiving a fee from the Company in connection with the transaction contemplated herein. This Investor Summary is not, and under no circumstances should, be construed as a solicitation to act as a securities broker or dealer in any jurisdiction. This material is general and broad insofar as it does not have regard to the circumstances or needs of any specific person who may read it. Recipients should not regard this Investor Summary as a substitute for the exercise of their own judgment. The Company reserves the right to negotiate with one or more prospective third parties at any time and to enter into a definitive agreement relating to a transaction with the Company without prior notice to the recipient or other prospective third parties. Also, the Company reserves the right, at any time, to terminate further participation in the investigation and process by any party and to modify any procedures without giving advance notice or providing any reason thereof. The Company also reserves the right during the evaluation period to take any action, whether within or outside the ordinary course of business. Neither this Investor Summary nor its delivery to recipients shall constitute or be construed to be an offer to sell any securities of the Company. Neither the Company nor Placement Agent expects to update or otherwise revise this Investor Summary or other materials supplied herewith.
Disclaimer
*Hypothetical or simulated performance in this presentation is not indicative of future results. Unless specifically noted otherwise, all return examples provided in our presentation are based on hypothetical or simulated investing. We make no representations or warranties whatsoever that any investor will, or is likely to, achieve profits similar to those shown, because hypothetical or simulated performance is not necessarily indicative of future results.
Risk Factors
An investment in Shares involves several risks. You should carefully consider the following risks and other information in this Memorandum and information contained in the Subscription Agreement before purchasing the Shares. This investment is highly speculative, and you may lose all or a part of your investment.
Risks Related to the Company’s Operations and Industry:
Our risk management efforts may not be effective, which could result in unforeseen losses.
We are exposed to the risk of natural disasters, unusual weather conditions, pandemic outbreaks, political events, war, and terrorism that could disrupt business and result in lower sales, increased operating costs, and capital expenditures.
We are susceptible to adverse economic conditions.
We rely and expect to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as intellectual property laws, to protect our proprietary rights.
Security breaches, improper access to or disclosure of our data or user data, or other hacking and phishing attacks on our systems could harm our reputation and adversely affect our business.
The Company is obligated to pay certain fees and expenses.
The Company has a limited operating history, which makes it hard to evaluate its ability to generate revenue through operations.
We may not be able to raise additional funds when needed.
To the extent that we seek to expand our operations and increase our reserves through acquisitions, we may experience issues in executing acquisitions or integrating acquired operations.
RISK FACTORS
Risks Related to the Company and our Business:
• The Company may experience fluctuations in its quarterly results.
• Our financial condition and results of operation will depend on our ability to manage future growth effectively.
• Regulatory, legal, and tax changes may adversely affect the Company.
• The Company is undertaking this Offering pursuant to a private offering exemption.
• There will exist recourse to the Company’s assets.
• General economic conditions and recent events may affect the Company and its operations.
• Negative publicity could adversely affect our business and operating results.
• We may fail to implement our business plan.
• There may be unanticipated obstacles to the execution of the Company’s business model.
• Management has broad discretion as to the use of proceeds.
• The Company’s results are dependent on successful initiatives and acceptance by customers of the Company’s products and services.
• Declining economic conditions could negatively impact our business.
• There exists an inability to accurately forecast future revenue and growth.
• The Company is dependent on current management and on our key personnel.
• We have a limited operating history and thus are subject to risks of business development.
Risks Related to this Offering and the Shares:
• The offering price of the Shares has been determined arbitrarily.
• If the Company ceases operations, the Shares will have limited or no value or use.
• There is a risk of uninsured losses.
• There is no assurance that purchasers of the Shares will receive a return on their investment.
• Investors may lack information for monitoring their investment.
• The Shares have no material history.
• Investing in private placements is risky.
• There may be adverse tax consequences for Investors upon certain future events.
• Prospective Investors must undertake their own due diligence.
• You have no ability to withdraw from your investment.
• While the stockholders have a right to vote thereon, the Board and the officers they designate will make all management decisions.
• If the Shares ever become transferable, such transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
• Investors should expect to hold their Shares for an indefinite period.
• There is no public market for the Shares, so Investors may be unable to dispose of their investment.
© 2023 – Wealth Casa All rights reserved
Disclosures
This landing page contains certain statements that may include ‘forward-looking statements’ within the meaning of federal securities laws. All statements, other than statements of historical facts, included herein are ‘forward-looking statements.’ Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with and available from the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements. The financial information and data contained in this presentation are unaudited and do not conform to the Securities and Exchange Commission’s Regulation S-X. This presentation includes certain estimated financial information and forecasts that are not derived in accordance with generally accepted accounting principles (GAAP) and which may be deemed to be non-GAAP financial measures within the meaning of Registration G promulgated by the Securities and Exchange Commission. The Recipient acknowledges that US securities laws prohibit any Person who has received from an issuer any material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. This Investor Summary (this “Investor Summary”) is being furnished by or on behalf of the Company based on information provided or furnished by the Company or from publicly available sources. Any information contained in this Investor Summary is being furnished for informational purposes only. The information contained herein is confidential and is provided for the exclusive use of the recipient and may not be reproduced, provided, disclosed to others, or used for any other purpose without written authorization by JUSTLY Markets, LLC. (“Placement Agent”) and the Company, and upon request, must be returned to the Company or Placement Agent. JUSTLY Markets, LLC (“JUSTLY”), a Delaware limited liability, is a FINRA/SEC registered Broker-Dealer in connection with any transaction involving the Company pertaining to the matters contained herein. This Investor Summary is not intended to be and does not constitute financial advice or any other advice, is general in nature, and is not specific to any recipient. Recipients are responsible for their own investment research and investment decisions. This Investor Summary is for informational purposes only. Recipients should not construe any such information or other material as legal, tax, investment, financial, or other advice. Nothing contained in this Investor Summary constitutes a solicitation, recommendation, endorsement, or offer by the Placement Agent or any third-party service provider to buy or sell any securities or other financial instruments in this or in any other jurisdiction in which such solicitation or offer would be unlawful under the securities laws of such jurisdiction. All content in this Investor Summary is information of a general nature and does not address the circumstances of any individual or entity. Nothing in this Investor Summary constitutes professional and/or financial advice, nor does any information in this Investor Summary constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. The Placement Agent is not a fiduciary by virtue of any person’s use of or access to this Investor Summary or the information contained herein. Recipients alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other content in this Investor Summary before making any decisions based on such information or other content. In exchange for using this Investor Summary, recipients agree not to hold Placement Agent, its affiliates, or any third-party service provider liable for any possible claim for damages arising from any decision recipients make based on information or other content made available to recipients through this Investor Summary. This Investor Summary is provided on an “as is” basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose. The disclaimers of liability contained herein apply to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction, or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. Any recipient of this Investor Summary acknowledges that Placement Agent is not liable for the defamatory, offensive, or illegal conduct of other third parties, members, or other users of the Investor Summary. In no event will the Placement Agent or any person or entity involved in creating, producing, or distributing content of this Investor Summary be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to lost profits or trading losses) arising out of the use of or inability to use this Investor Summary or out of the breach of any warranty. Placement Agent neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement on this Investor Summary. Under no circumstances will Placement Agent be liable for any loss or damage caused by any recipient’s reliance on information obtained through the content of this Investor Summary. The information contained herein has not been independently verified, and neither the Company, Placement Agent, nor its respective affiliates make any representation or warranty (expressed or implied) as to the accuracy or completeness of this Investor Summary or any statements, estimates, or projections contained herein, and none of them will have any liability for any recipient’s use of this Investor Summary or any other oral, written, or other communications transmitted to the recipient in the course of its evaluation of the Company. This Investor Summary contains certain projected financial information that reflects management’s projections as to anticipated future results based upon assumptions that are inherently uncertain, including assumptions as to the size of the market in which it competes, general industry conditions, and other factors. The assumptions are based on management’s judgment. As a result, no representation or warranty is made as to the feasibility of the projected financial information included in this Investor Summary. The only information that will have any legal effect will be that which is specifically represented or warranted in a definitive agreement relating to a transaction with the Company and executed on behalf of the Company and a third party. The Placement Agent anticipates receiving a fee from the Company in connection with the transaction contemplated herein. This Investor Summary is not, and under no circumstances should, be construed as a solicitation to act as a securities broker or dealer in any jurisdiction. This material is general and broad insofar as it does not have regard to the circumstances or needs of any specific person who may read it. Recipients should not regard this Investor Summary as a substitute for the exercise of their own judgment. The Company reserves the right to negotiate with one or more prospective third parties at any time and to enter into a definitive agreement relating to a transaction with the Company without prior notice to the recipient or other prospective third parties. Also, the Company reserves the right, at any time, to terminate further participation in the investigation and process by any party and to modify any procedures without giving advance notice or providing any reason thereof. The Company also reserves the right during the evaluation period to take any action, whether within or outside the ordinary course of business. Neither this Investor Summary nor its delivery to recipients shall constitute or be construed to be an offer to sell any securities of the Company. Neither the Company nor Placement Agent expects to update or otherwise revise this Investor Summary or other materials supplied herewith.
Disclaimer
*Hypothetical or simulated performance in this presentation is not indicative of future results. Unless specifically noted otherwise, all return examples provided in our presentation are based on hypothetical or simulated investing. We make no representations or warranties whatsoever that any investor will, or is likely to, achieve profits similar to those shown, because hypothetical or simulated performance is not necessarily indicative of future results.
Risk Factors
An investment in Shares involves several risks. You should carefully consider the following risks and other information in this Memorandum and information contained in the Subscription Agreement before purchasing the Shares. This investment is highly speculative, and you may lose all or a part of your investment.
Risks Related to the Company’s Operations and Industry:
Our risk management efforts may not be effective, which could result in unforeseen losses.
We are exposed to the risk of natural disasters, unusual weather conditions, pandemic outbreaks, political events, war, and terrorism that could disrupt business and result in lower sales, increased operating costs, and capital expenditures.
We are susceptible to adverse economic conditions.
We rely and expect to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as intellectual property laws, to protect our proprietary rights.
Security breaches, improper access to or disclosure of our data or user data, or other hacking and phishing attacks on our systems could harm our reputation and adversely affect our business.
The Company is obligated to pay certain fees and expenses.
The Company has a limited operating history, which makes it hard to evaluate its ability to generate revenue through operations.
We may not be able to raise additional funds when needed.
To the extent that we seek to expand our operations and increase our reserves through acquisitions, we may experience issues in executing acquisitions or integrating acquired operations.
RISK FACTORS
Risks Related to the Company and our Business:
• The Company may experience fluctuations in its quarterly results.
• Our financial condition and results of operation will depend on our ability to manage future growth effectively.
• Regulatory, legal, and tax changes may adversely affect the Company.
• The Company is undertaking this Offering pursuant to a private offering exemption.
• There will exist recourse to the Company’s assets.
• General economic conditions and recent events may affect the Company and its operations.
• Negative publicity could adversely affect our business and operating results.
• We may fail to implement our business plan.
• There may be unanticipated obstacles to the execution of the Company’s business model.
• Management has broad discretion as to the use of proceeds.
• The Company’s results are dependent on successful initiatives and acceptance by customers of the Company’s products and services.
• Declining economic conditions could negatively impact our business.
• There exists an inability to accurately forecast future revenue and growth.
• The Company is dependent on current management and on our key personnel.
• We have a limited operating history and thus are subject to risks of business development.
Risks Related to this Offering and the Shares:
• The offering price of the Shares has been determined arbitrarily.
• If the Company ceases operations, the Shares will have limited or no value or use.
• There is a risk of uninsured losses.
• There is no assurance that purchasers of the Shares will receive a return on their investment.
• Investors may lack information for monitoring their investment.
• The Shares have no material history.
• Investing in private placements is risky.
• There may be adverse tax consequences for Investors upon certain future events.
• Prospective Investors must undertake their own due diligence.
• You have no ability to withdraw from your investment.
• While the stockholders have a right to vote thereon, the Board and the officers they designate will make all management decisions.
• If the Shares ever become transferable, such transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
• Investors should expect to hold their Shares for an indefinite period.
• There is no public market for the Shares, so Investors may be unable to dispose of their investment.
• There is no guarantee to the interest payments and that market forces can affect the stream of income.
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