Sameel Osuri, Dr. Jay LeBow and David Hirshfeld are part-time officers. As such, it is likely that the company will not make the same progress as it would if that were not the case.

Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.

We may not achieve our business financial projections. The financial projections included in this disclosure document are based on assumptions that are not certain to occur. In all likelihood, the actual revenue and operating expenses of the Company will vary from those upon which the projections are based. Since events may not occur as assumed, the actual results achieved by the Company may vary materially and substantially from the projected results. The Company has provided the information and developed the assumptions incorporated in the included projections and believes the information is accurate and the assumptions reasonable. However, the Company gives no assurances that it will achieve the results set forth in the projections.

We have a limited operating history and a limited scope of business. The Company is still in an early phase, and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development, with low barriers to entry. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

We operate in a competitive industry. Competition is intense in the general footwear industry. Certain of our competitors are larger and have greater financial, marketing and technological resources than we do and others have successfully branded their trademarks as lifestyle brands, resulting in greater competitive advantages. Low barriers to entry into this industry further intensify competition by allowing new companies to easily enter the markets in which we compete. Some of our suppliers may even further compound these competitive pressures by allowing consumers to purchase their products directly through the supplier.

We will rely on technical innovation. Our success relies on continued innovation in both materials and design of footwear. Research and development is a key part of our success and growth, and we rely on experts to develop and test our materials and products. We continue to invest in research and development in order to refine our materials to enhance our footwear and to develop new properties for specific applications. We strive to produce footwear that is fun, functional, and podiatrist approved. If we fail to introduce technical innovation in our products, consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial expense to remedy the problems.

We rely on our intellectual property and trademarks. We will rely on a combination of trademarks, copyrights, trade secrets, trade dress, and patent protections to establish, protect, and enforce our intellectual property rights in our product designs, brands, materials, and research and development efforts, although no such methods can afford complete protection. We have applied for trademark protection with the U.S. Patent and Trademark Office, but we have not been granted any registrations yet. We previously filed for provisional patents with the USPTO when the design of the product was in the pre-development stage. Now that the product is in the development stage, we are in the process of filing for patent protection with the USPTO. We cannot know whether we will be able to secure patents or trademark protection for our intellectual property in the future or that protection will be adequate for future products. If we are compelled to prosecute infringing parties, defend our intellectual property, or defend ourselves from intellectual property claims made by others, we may face significant expenses and liability which could negatively impact our business or financial condition.

We cannot guarantee our future revenues. The Company cannot guarantee that it will generate revenues which could result in a total loss of your investment if it is unsuccessful in its business plans. There can be no assurance that it will continue to generate revenues or that revenues will be sufficient to maintain its business. As a result, you could lose all of your investment if the Company is not successful in its proposed business plans.

We will need to grow our revenue significantly. Our growth strategy is founded primarily on the development and growth in sales of our footwear. To successfully expand our footwear product line, we must anticipate, understand, and react to the rapidly changing markets. Furthermore, achieving market acceptance for our new products will likely require us to exert substantial product development and marketing efforts, which could result in a material increase in our selling, general, and administrative expense, and there can be no assurance that we will have the resources necessary to undertake such efforts. Material increases in our selling, general, and administrative expenses could adversely impact our results of operations.

We rely on foreign sources for production and materials. We rely on foreign sourcing for our footwear products through third-party manufacturing facilities. As is common in the industry, we do not have any long-term contracts with our third-party foreign manufacturers. Foreign sourcing is subject to numerous risks, including trade relations, work stoppages, disease outbreaks, transportation delays (including delays at foreign and domestic ports) and costs (including customs duties, quotas, tariffs, anti-dumping duties, safeguard measures, cargo restrictions or other trade restrictions), political instability, foreign currency fluctuations, variable economic conditions, expropriation, nationalization, natural disasters, terrorist acts and military conflict and changes in governmental regulations (including the U.S. Foreign Corrupt Practices Act and climate change legislation). At the same time, potential changes in foreign manufacturing preferences, including, but not limited to the following, pose additional risk and uncertainty:
•    Manufacturing capacity may shift from footwear to other industries with manufacturing margins that are perceived to be higher;
•    Growth in footwear consumption could lead to a significant decrease in factory space available for the manufacture of footwear to be exported; and
•    Some overseas footwear manufacturers continue to face labor shortages as migrant workers seek better wages and working conditions in other industries and locations.
As a result of these risks, there can be no assurance that we will not experience reductions in the available production capacity, increases in our manufacturing costs, late deliveries or terminations of our supplier relationships. If supply issues cause us to be unable to provide products consistent with our standards or manufacture our footwear in a cost and time efficient manner, our customers may cancel orders, refuse to accept deliveries or demand reductions in purchase prices, any of which could have a material adverse effect on our business and results of operations.

Increases in the cost of raw materials, labor and services could adversely affect the Company’s results of operations. The Company’s ability to competitively price its products depends on the prices of commodities, such as cotton, leather, rubber, petroleum, and other raw materials, used to make and transport its products, as well as the prices of equipment, labor, transportation and shipping, insurance and health care. The cost of commodities, equipment, services and materials is subject to change based on availability and general economic and market conditions that are difficult to predict. Various conditions, such as diseases affecting the availability of leather, may affect the cost of the footwear marketed by the Company. Increases in costs for commodities, equipment, services and materials used in production could have a negative impact on the Company’s results of operations and financial position.

Disruption of the Company’s information technology systems could adversely affect the Company’s business. Our computer network and systems are essential to all aspects of our operations, including design, pricing, production, forecasting, ordering, manufacturing, transportation, sales and distribution. Our ability to manage and maintain our inventory and to deliver products in a timely manner depends on these systems. If any of these systems fails to operate as expected, we experience problems with transitioning to upgraded or replacement systems, a breach in security occurs or a natural disaster interrupts system functions, we may experience delays in product fulfillment and reduced efficiency in our operations or be required to expend significant capital to correct the problem, which may have an adverse effect on our results of operations and financial condition.

A purchase of Units is a long-term investment. An investment in the Company is a long-term commitment, and there is no assurance of any distribution to the investors.

The Units have restrictions on transferability and an investment in the Units may be illiquid. None of the Units have been registered under the Securities Act or any securities laws of any state or other jurisdiction and may not be resold unless they are subsequently registered under the Securities Act and the applicable securities laws of any state or other jurisdiction, or an exemption from registration is available. The Members have no right to require such registration. Each investor will be required to represent that he, she or it is acquiring the Units for investment purposes and not with a view to resale or transfer. 
Moreover, there is no public or other market for the Units, nor is such a market likely to develop, or, if one does develop, that it will be sustained. Transfers of the Units will be allowed only in limited circumstances, after confirmation that such a transfer would not violate any applicable securities laws. Additionally, the Operating Agreement prohibits the Members from transferring any Units without the prior consent of the Board and subject to other restrictions contained in the Operating Agreement. Accordingly, an investor may not be able to liquidate the investment. Therefore, investors in this Offering should be able to bear the economic risk of an investment in the Company for an indefinite period of time.

We will be dependent on our Managers. Our Managers have limited experience in the children’s footwear industry, which could result in their inability to properly manage Company affairs. The Company’s needs could exceed the amount of time or level of experience they may have. The Company will be dependent on key executives, and the loss of the services of the current Managers could severely impact the Company business operations. This could result in the loss of one’s entire investment. The management of future growth will require, among other things, continued development of the Company's financial and management controls and management information systems, stringent control of costs, increased marketing activities, ability to attract and retain qualified management, research and marketing personnel. In addition, the Company's future success depends in large part on the continued service of its key executives. The Company has not entered into any employment agreements with these individuals. If any of these persons choose not to serve as managers or if they are unable to perform their duties, this could have an adverse effect on Company business operations, financial condition and operating results if it is unable to replace them with other individuals qualified to develop and market its business. We do not carry key man life insurance on any of the Managers and he loss of their services or the failure to hire qualified replacement personnel could result in a loss of revenues, which could result in a reduction of the value of any interests you purchase in this offering as well as the complete loss of your investment. There can be no assurance that the Company will be able to successfully attract and retain skilled and experienced personnel.

The Board/Class B Members Control Over Operations. The Class B Members, both as Members and through their representation on the Board of Managers, will exercise significant control over our operations, which means as a Class A Member, you would have no control over most matters, which will be decided at the Board level, or any matters requiring Member approval that could affect your ability to ever resell any Units you purchase in this Offering. If you are not able to resell any Units that you purchase in this Offering, it may result in the loss of your investment. Accordingly, our Class B Members will continue to have a significant influence in determining the outcome of all corporate transactions, including the appointment of Managers, approval of significant transactions, changes in control of the Company or other matters that could affect your ability to ever resell your interests. Their interests may differ from the interests of the other Members and thus result in decisions that are disadvantageous to other Members.

Our Managers will have limited liability and will be entitled to indemnification.
No Manager, Class B Member or officer of the Company (each, a “Covered Person”) will be liable to the Company or purchasers of Units for any loss incurred by the Company or any Member for any action or omission by such Manager or officer on behalf of or with respect to the Company except (i) to the extent that it is proved that the Covered Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to the Covered Person is entered in a proceeding based on a finding in the proceeding that the Covered Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
The Company’s Operating Agreement also provides that to the maximum extent permitted by Maryland law, the Company will indemnify and hold each Covered Person harmless from and against any and all claims, actions, proceedings, losses, liabilities, damages, costs, expenses and demands incurred by or imposed upon such Covered Person (including attorneys’ fees), and will advance expenses to or for the benefit of such Covered Person, arising out of, relating to or resulting from any act or omission in connection with the Company, except to the extent that such action or failure to act was the result of willful misconduct or recklessness by the Covered Person. Additionally, the Subscription Agreement to be executed by purchasers of the Units provide for indemnification of the Company and the Managers against any liability or claims arising from any misrepresentations made by the purchasers in such agreement.
As a result of the foregoing provisions, Investors and the Company will have limited recourse against the Managers.

We will require talented employees. The Company’s industry requires attracting and retaining talented employees, and the inability to retain such talented employees could result in the loss of your investment. Success in our industry does and will continue to require the acquisition and retention of highly talented and experienced individuals. Due to the growth in the market segment targeted, such individuals and the talent and experience they possess is in high demand. There is no guarantee that we will be able to attract and maintain access to such individuals. If we fail to attract, train, motivate and retain talented personnel, our business, financial condition, and operating results may be materially and adversely impacted, which could result in the loss of your entire investment.

We have limited sales, marketing, and distribution capabilities. We have limited personnel dedicated solely to sales and marketing of our products and therefore we must rely upon third party distributors to market and sell our products. These third parties may not be able to market our product successfully or may not devote the time and resources to marketing our products that we require. We also rely upon third party carriers to distribute and deliver our products. As such, our deliveries are to a certain extent out of our control. If we choose to develop our own sales, marketing or distribution capabilities, we will need to build a marketing and sales force with technical expertise and with supporting distribution capabilities, which will require a substantial amount of management and financial resources that may not be available. If we or a third party are not able to adequately sell and distribute our product, our business will be materially harmed.

Our business is speculative. The speculative nature of our business could result in unpredictable results and a loss of your investment. The children’s apparel and footwear industry is extremely competitive and the commercial success of any product is often dependent on factors beyond our control, including but not limited to market acceptance and retailers' prominently shelving and selling our products. We may experience substantial cost overruns in manufacturing and marketing our products, and may not have sufficient capital to successfully complete any of our projects. We may also incur uninsured losses for liabilities which arise in the ordinary course of business in the manufacturing industry, or which are unforeseen, including but not limited to trademark infringement, product liability, and employment liability.

Our success will depend on the acceptance of our proposed business. Growth and development of operations will depend on the acceptance of the Company’s proposed business. If the Company’s products are not deemed desirable and suitable for purchase for children and it cannot establish a customer base, it may not be able to generate future revenues, which would result in a failure of the business and a loss of any investment one makes in the interests. The acceptance of the Company’s products by its customers is critically important to its success. The Company cannot be certain that the products that it will be offering will be appealing and as a result there may not be any demand for these products and its sales could be limited and it may never realize any revenues. In addition, there are no assurances that if it alters or changes the products it offers in the future that the demand for these new products will develop and this could adversely affect our business and any possible revenues.

We may not be able to successfully implement our business strategy. We may not be able to successfully implement our business strategy, which could adversely affect its business, financial condition, results of operations and cash flows. If we cannot successfully implement our business strategy, it could result in the loss of your investment. Successful implementation of our business strategy depends on factors specific to the children’s apparel and footwear industries, and the state of the financial industry and numerous other factors that may be beyond its control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on its business, its financial condition, and results of operations and cash flow: (i) the competitive environment in the children’s apparel and footwear industries that may force us to reduce prices below the optimal pricing level or increase promotional spending; (ii) our ability to anticipate changes in consumer preferences and to meet customers’ needs for our products in a timely cost effective manner; and (iii) our its ability to establish, maintain and eventually grow market share in a competitive environment.

We may not be able to retain customers. We may not retain or attract customers if we fail to successfully implement our strategic initiatives. We intend to differentiate ourselves from our competitors to develop our customer base through promotion on social media and other platforms. The success of these and other initiatives will depend on various factors, including the implementation of our strategy, the appeal of our products, our financial condition, our ability to respond to changing consumer preferences and competitive and economic conditions. If we fail to implement successfully some or all of our strategic initiatives, we may be unable to retain or attract customers, which could result in lower sales and a failure to realize the benefit of the expenditures incurred for these initiatives.

We cannot offer assurance of future growth. Our future growth may be limited by both our ability to increase our market share in its selected markets, and by the growth in the overall children’s apparel and footwear markets. Our future growth may also be limited by our ability to meet production goals and our ability to obtain sufficient inventory from suppliers.

We may experience a decrease in customer base. The decrease of birth rates in countries where we operate could negatively affect our business. Most of our end-customers are newborns and children and, as a result, our revenues are dependent on the birth rates in countries where we operate. In recent years, many countries have experienced a sharp drop in birth rates as their population ages and education and income levels increase. A continued and significant decline in the number of newborns and children in these countries could have a material adverse effect on our operating results.
If our marketing efforts are not successful, our business, financial condition and results of operations could be harmed.
We intend to create differentiated brand marketing content and utilize performance marketing to drive customers from awareness to consideration to conversion, and promoting awareness of our brand and products is important to our ability to grow our business, drive customer engagement and attract new customers. We intend to benefit from social media, customer referrals and word of mouth to advertise our brand. Social networks are important as a source of new customers and as a means by which to connect with existing customers, and such importance may be increasing. Our social media efforts must be tailored to each particular market. This requires substantial efforts as we enter new markets, as well as ongoing attention and resources. If our marketing efforts and messaging are not appropriately tailored to and accepted by parents, we may fail to attract customers and our brand and reputation may be harmed. In addition, our marketing initiatives may become increasingly expensive as competition increases, and generating a meaningful return on those initiatives may be difficult. Our future growth and profitability and the success of our brand will depend in part upon the effectiveness and efficiency of these marketing efforts.

We will be reliant on third parties. The Company will require, and rely upon, the services of a variety of third parties, including but not limited to attorneys, accountants, consultants and other agents. Failure by any of these third parties to perform their duties or otherwise satisfy their obligations to the Company could have a material adverse effect upon the Company.

Economic conditions and other factors may impact our success. Worldwide economic conditions continue to be uncertain. Consumer confidence and spending are strongly influenced by general economic conditions and other factors, including fiscal policy, changing tax and regulatory environment, interest rates, inflation, consumer debt levels, the availability of consumer credit, the liquidity of consumers’ assets, health care costs, epidemics and pandemics, like the coronavirus, currency exchange rates, taxation, energy costs, real estate values, foreclosure rates, unemployment trends, weather conditions, and the economic consequences of military action or terrorist activities. Negative economic conditions generally decrease disposable income and, consequently, consumer purchases of discretionary items like our products. Negative trends in economic conditions also drive up the cost of our products, which may require us to increase our product prices. These increases in our product costs, and possibly prices, may not be offset by comparable increases in consumer disposable income. As a result, our customers may choose to purchase fewer of our products or purchase the lower-priced products of our competitors, and our business, results of operations, financial condition and cash flows could be adversely affected.

The Company’s reputation and competitive position will depend on its third-party manufacturers, distributors, licensees and others complying with applicable laws and ethical standards. Any failure by us or our manufacturers or suppliers to comply with product safety, labor or other laws, provide safe conditions for our or their workers or use or be transparent about ethical business practices may damage our reputation and brand and harm our business.
We are committed to supporting our communities around the globe. Operating with compassion and integrity is core to our values, which makes our reputation sensitive to allegations of unethical or improper business practices, whether real or perceived. The failure of any of our suppliers or manufacturers to provide safe and humane factory conditions and oversight at their facilities could damage our reputation and brand or result in legal claims against us. We rely on our manufacturers’ and suppliers’ compliance reporting in order to comply with regulations applicable to our products. This is further complicated by the fact that expectations of ethical business practices continually evolve and may be substantially more demanding than applicable legal requirements.
We do not control our suppliers and manufacturers or their business, and they may not comply with our guidelines or applicable law. The products we sell are subject to regulation by the Federal Customer Product Safety Commission, the Federal Trade Commission and similar state and international regulatory authorities. Product safety, labeling and licensing concerns may require us to voluntarily remove selected merchandise from our inventory. Such recalls or voluntary removal of merchandise can result in, among other things, lost sales, diverted resources, potential harm to our reputation and increased customer service costs and legal expenses, which could adversely affect our results of operations. Moreover, failure of our suppliers or manufacturers to comply with applicable laws and regulations and contractual requirements could lead to litigation against us or cause us to seek other vendors, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations.
Ethical business practices are also driven in part by legal developments and by groups active in publicizing and organizing public responses to perceived ethical shortcomings. In addition to evaluating the substance of companies’ practices, such groups also often scrutinize companies’ transparency as to such practices and the policies and procedures they use to ensure compliance by their suppliers and other business partners. If we do not meet the transparency standards expected by parties active in promoting ethical business practices, we may attract negative publicity, regardless of whether the actual labor and other business practices adhered to by us and our independent manufacturers are consistent with ethical business practices. Such negative publicity could harm our brand image, business, financial condition and results of operations.

Labor disruptions could adversely affect the Company’s business. The Company’s business depends on its ability to source and distribute products in a timely and cost-effective manner. Labor disputes at or that affect independent factories where the Company’s goods are produced, shipping ports, tanneries, transportation carriers, retail stores or distribution centers create significant risks for the Company’s business, particularly if these disputes result in work slowdowns, stoppages, lockouts, strikes or other disruptions. Any such disruption may have an adverse effect on the Company’s business by potentially resulting in inventory shortages, delayed or canceled orders by customers and unanticipated inventory accumulation, and may negatively impact the Company’s results of operations and financial position.

There are risks relating to our shopping platform. Our business may be adversely affected if we are unable to provide our customers a cost-effective shopping platform that is able to respond and adapt to rapid changes in technology.
The number of people who access the internet through devices other than personal computers, including smartphones and portable computers, such as laptops and tablets, has increased dramatically in the past few years. The smaller screen size, functionality and memory associated with some alternative devices may make the use of our website and purchasing our products more difficult. The versions of our website and our mobile app developed for such alternative devices may not be compelling to customers. In addition, it is time consuming and costly to keep pace with rapidly changing and continuously evolving technology.
As existing mobile devices and platforms evolve and new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in adjusting and developing applications for changed and alternative devices and platforms, and we may need to devote significant resources to the redevelopment, support and maintenance of our website and any future mobile app. The timing, effectiveness and costs associated with the successful implementation of any upgrades or changes to our systems and infrastructure serving website or mobile device users may affect our results of operations. If we are unable to attract customers to our websites through these devices or are slow to develop versions of our website or mobile app that are more compatible with alternative devices, or if our customers choose not to buy products from us on their mobile devices or use mobile products that do not offer access to our websites, we may fail to capture a significant share of customers in the medical apparel market, which could adversely affect our business. In addition, in the event that it is more difficult for our customers to buy products from us on their mobile devices, or if our customers choose not to buy products from us on their mobile devices or to use mobile products that do not offer access to our websites, our customer growth could be harmed and our business, financial condition and results of operations may be adversely affected.

Disruption of the Company’s information technology systems could adversely affect the Company’s business. The Company’s information technology systems are critical to the operations of its business. Any future material interruption, unauthorized access, impairment or loss of data integrity or malfunction of these systems could severely impact the Company’s business, including delays in product fulfillment and reduced efficiency in operations. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems, or with maintenance or adequate support of existing systems, could disrupt or reduce the efficiency of the Company’s operations. Disruption to the Company’s information technology systems may be caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, denial-of-service attacks, computer viruses, physical or electronic break-ins, or similar events or disruptions. System redundancy may be ineffective or inadequate, and the Company’s disaster recovery planning may not be sufficient for all eventualities. Such failures or disruptions could prevent access to the Company’s online services and preclude store transactions. System failures and disruptions could also impede the manufacturing and shipping of products, transactions processing and financial reporting. Additionally, the Company may be adversely affected if it is unable to improve, upgrade, maintain, and expand its technology systems.

The Company’s and its vendors’ databases containing personal information and payment card data of the Company’s customers, employees and other third parties, could be breached, which could subject the Company to adverse publicity, litigation, fines and expenses. If the Company is unable to comply with bank and payment card industry standards, its operations could be adversely affected. The protection of the Company’s customer, associate and Company data is critically important to the Company. The Company relies on its networks, databases, systems and processes, as well as those of third parties such as vendors, to protect its proprietary information and information about its customers, employees and vendors. The Company’s customers and associates have a high expectation that the Company will adequately safeguard and protect their sensitive personal information. In addition, the Company’s business operations will be conducted electronically, increasing the risk of attack or interception that could cause loss or misuse of data, system failures or disruption of operations. If unauthorized parties gain access to these networks or databases, they may be able to steal, publish, delete or modify the Company’s private and sensitive third-party or employee information. Improper activities by third parties, exploitation of encryption technology, new data-hacking tools and discoveries and other events or developments may result in a future compromise or breach of the Company’s networks, payment card terminals or other payment systems. In particular, the techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognized until launched against a target; accordingly, the Company may be unable to anticipate these techniques or implement adequate preventative measures. Any failure to maintain the security of the Company’s customers’ sensitive information, or data belonging to it or its suppliers, could put it at a competitive disadvantage, result in deterioration of its customers’ confidence in it, and subject it to potential litigation, liability, fines and penalties, resulting in a possible adverse impact on its financial condition and results of operations. The Company's insurance coverage may be insufficient to cover all losses and would not remedy damage to the Company's reputation. In addition, employees may intentionally or inadvertently cause data or security breaches that result in unauthorized release of personal or confidential information. In such circumstances, the Company could be held liable to its customers, other parties or employees, be subject to regulatory or other actions for breaching privacy laws or failing to adequately protect such information or respond to a breach. This could result in costly investigations and litigation, civil or criminal penalties, operational changes and negative publicity that could adversely affect the Company’s reputation and its results of operations and financial position.
In addition, as data privacy and marketing laws change, the Company may incur additional costs to ensure it remains in compliance. If applicable data privacy and marketing laws become more restrictive at the federal or state level, the Company’s compliance costs may increase, the Company’s ability to effectively engage customers via personalized marketing may decrease which could potentially impact growth.
Because the Company will process and transmit payment card information, the Company will be subject to the Payment Card Industry (“PCI”) Data Security Standard (the “Standard”), and card brand operating rules (“Card Rules”). The Standard is a comprehensive set of requirements for enhancing payment account data security that was developed by the PCI Security Standards Council to help facilitate the broad adoption of consistent data security measures. The Company will be required by payment card network rules to comply with the Standard, and the Company’s failure to do so may result in fines or restrictions on its ability to accept payment cards. Under certain circumstances specified in the payment card network rules, the Company may be required to submit to periodic audits, self-assessments or other assessments of its compliance with the Standard. Such activities may reveal that the Company has failed to comply with the Standard. If an audit, self-assessment or other test determines that the Company needs to take steps to remediate any deficiencies, such remediation efforts may require it to undertake remediation efforts. In addition, even if the Company complies with the Standard, there is no assurance that it will be protected from a security breach. Further, changes in technology and processing procedures may result in changes in the Card Rules. Such changes may require the Company to make significant investments in operating systems and technology that may impact business. Failure to keep up with changes in technology could impact growth opportunities. Failure to comply with the Standard or Card Rules could result in losing certification under the PCI standards and an inability to process payments. In addition, if the Company is unable to comply with bank and PCI security standards, it may be subject to fines, restrictions and expulsion from card acceptance programs, which could adversely affect the Company’s consumer-direct operations.
The Company will also be subject to U.S. and international data privacy and cybersecurity laws and regulations, which may impose fines and penalties for noncompliance and may have an adverse effect on the Company's operations. For example, the General Data Protection Regulation (“GDPR”), which applies in all European Union member states introduced new data protection requirements in the European Union and substantial fines for breaches of the data protection rules.
GDPR increases our responsibility and potential liability in relation to personal data that we collect, process and transfer, and we have put in place additional mechanisms to ensure compliance with the new data protection rules. Any failure to comply with these rules and related national laws of European Union member states, could lead to government enforcement actions and significant penalties against us, and could adversely affect our business, financial condition, cash flows and results of operations. In addition, the California Consumer Privacy Act (“CCPA”), which became effective January 1, 2020, and limits how we may collect and use personal data. The effects of the CCPA governs the Company's data processing practices and policies.

The disruption, expense and potential liability associated with existing and future litigation against the Company could adversely affect its reputation, financial position or results of operations. The Company may be named as a defendant from time to time in lawsuits and regulatory actions relating to its business. For example, regulatory actions, punitive class actions lawsuits and individual lawsuits could be filed against the Company alleging claims relating to property damage or personal injury claims. Due to the inherent uncertainties of litigation and regulatory proceedings, the Company cannot accurately predict the ultimate outcome of any such proceedings if they were filed. An unfavorable outcome could have an adverse impact on the Company’s business, results of operations and financial position. In addition, regardless of the outcome of any litigation or regulatory proceedings, such proceedings are expensive and may require that the Company devote substantial resources and executive time to the defense of such proceedings.

We cannot offer any certainty of distributions. Although it is contemplated that the Company would make annual distributions of any available cash, no assurances can be given that there will be any cash distributions made to investors from the Company, or as to the time at which distributions, if any, will be made. Distributions, if any, shall at all times be subject to the payment of Company expenses and the maintenance of reasonable reserves.

We may have a lack of cash flow to Members to make federal and state income tax payments. Under the terms of the Operating Agreement, taxable income, if any, will be allocated to each of the Members whether or not the Company makes any cash distributions to the Members. Each of the Members may, therefore, have federal and state income tax liabilities without cash distributions from the Company that can be applied to discharge such liabilities. In such a case, the Members will be required to employ their other financial resources to discharge the tax liabilities arising from their investment in the Company.

Members may suffer loss on their investment upon a dissolution and termination of the Company. In the event of a dissolution or termination of the Company, the proceeds realized from the liquidation of assets, if any, will be distributed to the Members, but only after the satisfaction of claims of creditors. Accordingly, the ability of a Member to recover all or any portion of his investment under such circumstances will depend on the amount of funds so realized and claims to be satisfied therefrom.

An Investor’s Units May be Diluted. A Member’s Units and rights attendant thereto may be diluted and/or changed upon a subsequent issuance of Units to new Members and/or upon the issuance of additional Units to existing Members. The terms under which any Units in the Company are issued subsequent to the date of this disclosure document may be substantially different than the terms under which each Member received his/her/its Units, including the consideration payable for such Units, the allocation of profits and losses with respect to such Units and the priority of distributions payable by the Company to new Members.

We may have to use proceeds from this Offering other than as currently anticipated. There is no guarantee all of the funds raised by the sale of Units being offered by the Company will be used as outlined in this disclosure document, which could result in the Company receiving no funds or an amount of funds that will be insufficient to engage in revenue-generating operations. If the Company cannot operate in a way that results in the generation of revenue, it may have to abandon its business plans, which could result in the loss of your investment. The Company has committed to use the proceeds to the Company that are raised in this Offering for the uses set forth in the “Use of Funds” section. However, certain factors beyond its control, such as increases in third party vendor costs, increases in the costs of the approval process for our future products, as well as increases in products that we are required to purchase in order to manufacture our products could result in the Company being forced to reduce the proceeds allocated for other uses in order to accommodate these unforeseen changes. The only feasible alternatives to these increases would be for the Company to find less expensive vendors, marketers and distributors, and there is no guarantee that less expensive alternatives would exist. The failure of the Company management to use these funds effectively could result in unfavorable returns. This could have a significant adverse effect on its financial condition and could cause the price of its interests to decline. If the funds we receive are insufficient to operate in a way that would result in revenue generation, we could go out of business and you could lose your entire investment.

There are risks related to the tax treatment of an investment. There are numerous material risks associated with the federal and state income tax aspects of an investment in the Company. No attempt is being made in this document to provide a complete list of such risks and no more than the barest cursory discussion (set forth below) of a few of the more important of such risks is provided. Prospective investors should recognize that the present federal and state income tax treatment of an investment in the Company may be modified by legislative, judicial or administrative action at any time and that any such action may adversely affect investments and commitments previously made. Some of the more important material income tax risks of an investment in the Company are:
•    The Company may take positions with respect to certain tax issues that depend on legal conclusions not yet addressed by the courts. Should any such positions be successfully challenged by the IRS, a Member might be found to have a different tax liability for that year than that reported on any United States federal income tax return he, she or it was required to file.
•    The Company's income and gain for each taxable year will be allocated to a member, and includible in, a Member's taxable income, whether or not cash or other property is actually distributed. Furthermore, the Company may not make current distributions. Accordingly, each Member should have alternative sources from which to pay its U.S. federal, state and local income tax liability.
•    The Company may not be able to provide final Schedules K-1 for any given calendar year until significantly after April 15 of the following year, although the Company will attempt to provide them as soon as practicable. Members should be prepared to obtain extensions of the filing date for their income tax returns at the U.S. federal, state and local level.
•    In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the federal income tax laws applicable to investments similar to an investment in the Units. In particular, on December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (the “TCJA”) into law. The TCJA includes sweeping changes to U.S. tax laws and represents the most significant changes to the Code since 1986. Additional changes to the tax laws have been made and are likely to continue to occur, and the Company cannot assure Members that any such changes will not adversely affect their taxation, the investment in the Units or the market value or the resale potential of the Company’s properties. Members are urged to consult with their own tax advisor with respect to the impact of recent legislation, including the TCJA, or proposed legislation, on their investment in the Units and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in the Units.
•    Additional changes in the tax laws may result in uncertain tax consequences for some Members, depending upon their particular situations. Further, the tax consequences of an investment in the Company will not necessarily be the same for each Member due to the varying circumstances of each Member.

Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.