·                The company has a limited operating history upon which you can evaluate its performance and has not yet generated profits. Accordingly, the company’s prospects must be considered in light of the risks that any new company encounters. The company has incurred operating losses since its inception on April 3, 2020. The likelihood of the company’s creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of its technology and media products. The company anticipates that its operating expenses will increase for the near future, and there is no assurance that it will be profitable in the near future. The company will only be able to pay dividends on any shares once its directors determine that it is financially able to do so. The company has incurred a net loss and has had limited revenues generated since inception. There is no assurance that the company will be profitable in the next three years or generate sufficient revenues to pay dividends to the holders of the shares. You should consider the business, operations and prospects in light of the risks, expenses and challenges faced as an emerging growth company.

·                Changes in consumer behavior and evolving technologies may adversely affect the company’s business, financial condition and results of operations.  The ways in which consumers view content and technology and business models in the company’s industry continues to rapidly evolve and new distribution platforms and increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams. Technological advancements have driven changes in consumer behavior as consumers seek more control over when, where and how they consume content and have affected advertisers’ options for reaching their target audiences. Consumer preferences have evolved towards digital services and other subscription services and there has been a substantial increase in the availability of content with reduced advertising or without advertising at all. In addition, consumers are increasingly using time-shifting and advertising-blocking technologies that enable them to fast-forward or circumvent advertisements. Substantial use of these technologies could impact the attractiveness of the company’s content to advertisers and adversely affect its advertising revenues.

·                Acceptance of the company’s content by the public is difficult to predict, which could lead to fluctuations in revenues.  Streaming distribution is a speculative business since the revenues derived from the distribution of content depends primarily upon its acceptance by the public, which is difficult to predict. Low public acceptance of the company’s content will adversely affect the company’s results of operations. The commercial success of the company’s content also depends upon the quality and acceptance of other competing content, the availability of a growing number of alternative forms of entertainment and leisure time activities, general economic conditions and their effects on consumer spending and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. A decline in the ratings or popularity of the games the company offers could adversely affect revenues.

·                Damage to the company’s brand or its reputation could have a material adverse effect on its business, financial condition and results of operations.  The company believes that its brand image, awareness and reputation strengthen its relationship with consumers and contribute significantly to the success of its business. If the company is not successful in maintaining or enhancing the image or awareness of its brand, or if its reputation is harmed for any reason, it could have a material adverse effect on its business, financial condition and results of operations.

·                We face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute through our service.  As a distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that we acquire, produce, license and/or distribute. We also may face potential liability for content used in promoting our service, including marketing materials. To the extent we do not accurately anticipate costs or mitigate risks, including for content that we obtain but ultimately does not appear on or is removed from our service, or if we become liable for content we acquire, produce, license and/or distribute, our business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising from any liability or unforeseen production risks could harm our results of operations. We may not be indemnified against claims or costs of these types and we may not have insurance coverage for these types of claims. If the technology we use in operating our business fails, is unavailable, or does not operate to expectations, our business and results of operation could be adversely impacted.

·                We utilize a combination of proprietary and third-party technology to operate our business. We use third party technology to help market our service, process payments, and otherwise manage the daily operations of our business. If our technology or that of third parties we utilize in our operations fails or otherwise operates improperly, including as a result of “bugs” in our development and deployment of software, our ability to operate our service, retain existing members and add new members may be impaired. Any harm to our members' personal computers or other devices caused by software used in our operations could have an adverse effect on our business, results of operations and financial condition.

We are subject to payment processing risk.

·      Our members pay for our service using a variety of different payment methods, including credit and debit cards, gift cards, direct debit and online wallets. We rely on internal systems as well as those of third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require payment of interchange and other fees. To the extent there are disruptions in our payment processing systems, increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors and/or changes to rules or regulations concerning payment processing, our revenue, operating expenses and results of operation could be adversely impacted. In certain instances, we leverage third parties such as our cable and other partners to bill subscribers on our behalf. If these third parties become unwilling or unable to continue processing payments on our behalf, we would have to find alternative methods of collecting payments, which could adversely impact member acquisition and retention. In addition, from time to time, we encounter fraudulent use of payment methods, which could impact our results of operation and if not adequately controlled and managed could create negative consumer perceptions of our service.

·      The company’s investments in new businesses, products, services and technologies through acquisitions and other strategic investments present many risks, and the company may not realize the financial and strategic goals it had contemplated, which could adversely affect its business, financial condition and results of operations.

·      Changes in U.S. communications laws or other regulations may have an adverse effect on the company’s business, financial condition and results of operations.  The company is subject to a variety of regulations in the jurisdictions in which its businesses operate. In general, the television broadcasting, streaming and traditional multi-channel video program distribution (“MVPD”) industries in the U.S. are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the Federal Communications Commission (“FCC”). The FCC generally regulates, among other things, the ownership of media, broadcast and multichannel video content and technical operations of broadcast licensees. For example, the company is required to apply for and operate in compliance with licenses from the FCC to operate a television station, purchase a new television station, or sell an existing television station, with licenses generally subject to an eight-year renewable term. The company’s programs and online properties are subject to a variety of laws and regulations, including those relating to issues such as content regulation, user privacy and data protection, and consumer protection, among others. Further, the United States Congress, the FCC and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to network neutrality, privacy and data security, which could, directly or indirectly, affect the operations and ownership of the company’s media properties. Any restrictions on political or other advertising may adversely affect the company’s advertising revenues. The threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could adversely affect advertising revenue. Similarly, new federal or state laws or regulations or changes in interpretations of federal or state law or in regulations imposed by the U.S. government could require changes in the operations or ownership of the company’s business and have a material adverse effect on its business, financial condition or results of operations.

·                The failure or destruction of satellites or transmitter facilities the company depends on to distribute its content could materially adversely affect its businesses and results of operations, as could changes in FCC regulations governing the availability and use of satellite transmission spectrum.  The company uses third party systems to transmit its content.  Transmissions may be disrupted as a result of local disasters, including extreme weather that impair on-ground uplinks or downlinks, or as a result of another impairment.

·                If the company’s trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of the company’s brand and other intangible assets may be diminished, and its business may be adversely affected.  

The company relies and expects to continue to rely on a combination of confidentiality and license agreements with third parties with whom it has relationships, as well as trademark, copyright  and trade secret protection laws, to protect its proprietary rights. The company may also seek to enforce its proprietary rights through court proceedings.  The company has  filed and expects to file from time to time for trademark applications. Nevertheless, these applications may not be approved, third parties may challenge any copyrights, patents or trademarks issued to or held by the company, third parties may knowingly or unknowingly infringe on intellectual property rights and the company may not be able to prevent infringement or misappropriation without substantial expense to the company. If the protection of the company’s intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of the brand and other intangible assets may be diminished, competitors may be able to more effectively mimic the company’s service and methods of operations, the perception of its business and service to members and potential members may become confused in the marketplace, and the company’s ability to attract members may be adversely affected. The company currently holds various domain names. Failure to protect its domain names could adversely affect the company’s reputation and brand and make it more difficult for users to find the company’s website and its service.  The company may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of its trademarks and other proprietary rights.

·                If the company cannot raise sufficient capital, it may not succeed. 

The company is raising up to $5,000,000 in this Offering on a best-efforts basis and may not raise the complete amount. Even if the maximum amount is raised, the company is likely to need additional funds in the future in order to grow, and if it cannot raise those funds for whatever reason, including reasons relating to the company itself or to the broader economy, it may not survive. If the company manages to raise a substantially lesser amount than the maximum amount that it seeks, it will have to find other sources of funding for some of the plans outlined in “Use of Proceeds.”

·                Future fundraising may affect the rights of investors. In order to expand, the company is likely to raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. The terms of future capital-raising, such as debt securities or loan agreements, may include covenants that give creditors greater rights over the financial resources of the company.

·                The company’s future success is dependent on the continued service of a small executive management team and two key individuals. The company depends on the skill and experience of Shane Yeend, CEO and Director and Todd Young, COO and Director. The company’s success is dependent on their ability to manage all aspects of the business effectively. Because the company relies on its small executive management team, it lacks certain business development resources that may hurt its ability to grow its business. Any loss of Shane Yeend, Todd Young or any other key members of the executive team could have a negative impact on the company’s ability to manage and grow its business effectively.

·       The company’s success will be substantially dependent upon the discretion and judgment of its management team with respect to the application and allocation of the proceeds of this Offering. The use of proceeds described in “Use of Proceeds” is an estimate based on the company’s current business plan. The company, however, may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category to another, and it will have broad discretion in doing so.

·                The company’s businesses operate in a highly competitive industry.  

The company competes with other larger more established companies for high-quality content to reach large audiences and to generate advertising revenue. The company’s ability to attract viewers and advertisers and obtain favorable distribution depends in part on its ability to provide popular content and adapt to new technologies and distribution platforms, which are increasing the number of content choices available to audiences. The consolidation of advertising agencies, distributors and service providers also has increased their negotiating leverage and made competition for audiences, advertising revenue, and distribution more intense. Competition for audiences and/or advertising comes from a variety of sources, including broadcast television networks; cable television systems and networks; Internet-delivered platforms such as subscription video on demand (“SVOD”) and advertising-based video on demand (“AVOD”) services and mobile, gaming and social media platforms; audio content; and print and other media. There can be no assurance that the company will be able to compete successfully in the future against existing or potential competitors or that competition or consolidation in the marketplace will not have a material adverse effect on its business, financial condition or results of operations.

·                Any valuation at this stage is difficult to assess. The valuation for this Offering was established by the company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially early-stage companies, is difficult to assess and you may risk overpaying for your investment.

·                The company’s CEO has control of the Board of Directors. Shane Yeend, an individual, holds approximately 74.8% of the company’s voting stock.  Pursuant to a Voting Agreement, Yeneed is entitled to 3 out of the 5 votes on all matters that require a vote of the Board of Directors and accordingly has control of the Board.

·                There is no current market for any shares of the company’s stock. You should be prepared to hold this investment for several years or longer. More importantly, there is no established market for these securities and there may never be one. As a result, if you decide to sell these securities in the future, you may not be able to find a buyer. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral.

The company has already issued 100,000 shares of its voting Common Stock. Investors will hold minority interests in the company and will not be able to direct its operations.

·                Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment. Investors in this Offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the shares you buy. See “Plan of Distribution.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this Offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment. The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

·                Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect the company’s business.  The company’s business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus, or COVID-19. It is unclear what the long term effects of the COVID-19 pandemic could have and whether it could cause an economic slowdown, or recession or cause other unpredictable events, any of which could adversely affect the company’s business, results of operations, or financial condition.