No Restrictions of the Activities of the Company
Neither the Common Shares nor any other agreement restricts the activities of the Company with respect to other borrowings or the use of its assets or the future income to secure Company debts or borrowings for any purpose, including the acquisition of assets of any nature. Should the Company undertake any additional financing it may grant rights and preferences to subsequent investors that are superior to those offered hereunder.
Restrictions on Transferability of Securities:
The Shares offered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares may not be acquired with a view to immediate resale or distribution thereof. Accordingly, the Shares may be offered, sold, resold, transferred or otherwise disposed of directly or indirectly pursuant to exemptions from the federal and state securities laws. The Company makes no representation in respect to or assumes any responsibility for the availability of any exemption or for undertaking to register the Common Shares. Although public trading in the Company's securities is not prohibited, there may be no public market for its Common Shares and there can be no assurance that a market will develop at the conclusion of this Offering. See "Description of Securities."
Offering Price:
The price of the Shares offered hereby has been arbitrarily determined by the Company. In determining the Offering price, the Company considered such matters as its financial condition, its business potential, the state of development of the Company's business and the general condition of the securities market. The Offering price should not, however, be considered as indication of the actual value of the Company. It bears no relationship to the assets, net worth, results or operations, or other objective criteria of value applicable to the Company.
Dividen Policy-No Dividends in Immediate Future:
The Company has no plans to pay any dividends in the near future. The Company intends to retain all earnings, if any, in the foreseeable future, for use in its business operations.
Best Efforts Nature of Offering:
The Company as an operating entity, has a continuing need for additional capital for use in its present business activities and proposed expansion. This Offering of the Company's Shares is structured to permit the Company to use the funds immediately. To the extent that only a small number of the Shares hereunder are sold, the Company may be unable to implement some or all of its proposed activities. Consequently, subscribers have to consider that the total funds from this offering may be sufficient to permit the Company to realize any or all of the objectives set forth herein.
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