No Guarantee of Profitable Operations:

Although the Company believes in the economic viability of its proposed business venture, there can be no guarantee that the business will be profitable.  Success of the venture is significantly dependent upon the extent to which the Company can operate the venture in accordance with its expectations and assumptions, and the extent to which the products and services offered by the Company are adopted by users/customers, as well as many other factors that are beyond its control.

No Assurance of Qualified Financing: 

There can be no assurance that the Company will be able to consummate a Qualified Financing, and the Company undertakes no obligation to ensure that (or to take any actions or to expend any efforts to ensure that) a Qualified Financing will occur.  If a Qualified Financing does not occur, then the Notes will not convert into the securities of the Company as per the terms of the Notes.  The occurrence of a Qualified Financing is subject to many contingencies that are beyond the control of the Company and its affiliates.

Reliance Upon Principals:

The Company is substantially dependent on the services of Guy Greenstein, Joshua Abady, David Greenstein, and Rachel Abady, its co-founders, to manage, control and make all decisions regarding the business and affairs of the Company.  The loss of the services of the foregoing persons, or any other key employees, advisors or contractors, would have a material adverse impact on the business of the Company.  No person should purchase any securities of the Company unless he or she is willing to entrust all aspects of the Company’s operations, including capital expenditures, to the foregoing founders of the Company.

Consequence of Liquidation:

If the Company’s operations are unsuccessful or unprofitable and liquidation of the Company results, it is highly unlikely that the investor(s) would be able to recoup all of his, her or its initial investment.  Proceeds allocated to and expended on operating activities (including professional fees and other amounts paid to third parties) will not be recoverable.  The Company anticipates that it will have limited tangible assets available for liquidation following its use of the proceeds from the sale of the Notes, which will impair its ability to repay the Notes, or to make distributions with respect to any other securities of the Company. The Company expects that it will use substantially all of the proceeds from the sale of the Notes for product development, working capital and general corporate purposes.

No Assurance of Exit Strategy:

The future value of an investment in the Company is highly dependent on the Company being able to complete the offering of the Notes and to raise substantial additional capital thereafter, as well as the success of this venture, much of which is beyond the control of the Company and its affiliates.  There is no assurance that any of these events will occur, or if they occur, the time required for such events to occur which may impact the exit strategy of the Company.

Future Capital Needs and Uncertainty of Additional Financing:



The implementation of the Company’s business strategy will require significant expenditures of capital, and the Company will be required to raise significant additional financing beyond the offering of the Notes contemplated by the Subscription Agreements. There can be no assurance that commitments for such financings will be obtained on favorable terms, if at all. Equity financing could result in dilution to holders of the Company’s capital units, and debt financing could result in the imposition of significant financial and operational restrictions, including the granting of security interests in the assets of the Company, including the Operating Agreement. Lack of access to adequate capital on acceptable terms could have a material adverse effect on the business, results of operations, financial condition and prospects of the Company.

Transfer Restrictions:

The offering of securities contemplated by the Subscription Agreement has not been registered under the Securities Act or the securities laws of any other applicable jurisdiction in reliance on exemptions from registration under such laws.  As a result, the transfer of the Notes (and any securities issuable upon conversion thereof) to third parties is subject to legal restrictions as well as, to the extent applicable, the restrictions on transferability set forth in the current and future governance documents of the Company, the terms of which may change from time to time with or without the consent of the Purchaser or any other holder of Notes.

There is No Public Market for the Securities of the Company:

There is no public trading market for any of the securities of the Company, and there can be no assurance that such a public trading market will develop in the foreseeable future.  If no public trading market develops, it may be difficult or impossible for investors to resell the securities of the Company that they may own, including securities issuable upon conversion of the Notes.  We cannot assure investors that they will be able to resell the securities acquired pursuant to the Subscription Agreement at the purchase price paid in this offering or at any price.

Management Discretion in Using the Net Proceeds:

Management will have broad discretion in determining the specific uses of the net proceeds received from the sale of the Notes, as well as the net proceeds received from any other financing transaction undertaken by the Company.  Purchasers will not have the opportunity to evaluate the economic, financial or other information on which decisions on how to use the net proceeds of the current or future offerings are based, nor will they have the opportunity to approve (or influence) such decisions. The failure by management to apply funds effectively could result in financial losses that could have a material adverse effect on, and delay the progress and development of, the business of the Company.

Risks of Competing Against Competitors:

The Company intends to engage in a business in a new, rapidly evolving and competitive industry.  Many of the Company’s competitors may be larger or more established than the Company, may have longer operating histories, larger customer bases or greater brand recognition than the Company, or may have other resources (whether financial, marketing, technological or otherwise) that they can devote to the business that are not possessed by the Company.  The Company cannot assure you that it will be able to compete successfully against current and future competitors.  In addition, competition may intensify as the Company’s competitors enter into business combinations or alliances or raise additional capital and established companies in other market segments or geographic markets expand into the Company’s market segments or geographic markets.  If the Company cannot compete successfully against its competitors, its business, results of operations and financial condition could be negatively impacted.

Risks of Hiring and Retaining Personnel

 

The Company’s success depends on its ability to identify, attract, retain and motivate skilled personnel.  Due to competition for these individuals from the Company’s competitors and other employers, the Company may not be able to attract or retain highly-qualified personnel in the future.  The Company’s failure to attract and retain the experienced and highly-trained personnel that are integral to its businesses may limit its growth.  The Company expects to hire additional employees and/or consultants to develop and market its initial product offerings, and managing this growth will require certain time and resource commitments from its senior management.  If the Company is unable to effectively manage its growth or to anticipate its future growth and needs, it may not be able to retain skilled personnel and its business may be adversely affected.

 

Risks of Protecting Intellectual Property

The Company’s success will depend in part upon the protection of its intellectual property rights.  The Company may not be able to deter infringement or misappropriation of its software, trademarks, business processes and other proprietary information and material, detect unauthorized use or take appropriate steps to enforce its intellectual property rights.  The steps the Company has taken or will take to protect its proprietary rights may be inadequate and third parties may infringe or misappropriate the Company’s proprietary rights.  Any significant failure on the Company’s part to protect its intellectual property could make it easier for the Company’s competitors to offer similar services and thereby adversely affect the Company’s market opportunities.  In addition, litigation may be necessary in the future to enforce the Company’s intellectual property and proprietary rights.  Litigation could result in substantial costs and diversion of management and technical resources.

Infringement Claims May Disrupt Business

Third parties may assert that the Company’s business or technologies, or business processes (including its use of a web scraper), infringe or misappropriate their intellectual property rights, or otherwise violate their rights, or that the Company is engaging in unfair competition or other illegal practices.  The Company could be subject to intellectual property infringement claims, or other claims for damages, as its product offerings or services expand in scope and complexity.  Patent infringement and other intellectual property and damages claims, whether meritorious or not, are time consuming and costly to resolve, and could require expensive changes in the Company’s methods of doing business, could require the Company to enter into costly royalty or licensing agreements, or could require the Company to cease conducting or materially modify certain operations.  The Company may be unsuccessful in defending against these claims, which could result in substantial damages, fines or other penalties.  Even unsuccessful claims could result in significant legal fees and other expenses, diversion of management’s time and disruptions in the Company’s business.  Any of these claims could also harm the Company’s reputation.

 

Tax Risks

Each investor should consult its own tax advisor regarding the acquisition of the securities of the Company that are being offered pursuant to the Subscription Agreement.

David Greenstein works part time on Wonder Brands. 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.

Temporary Rule 201(z)(2) provides temporary relief from certain financial information requirements by allowing issuers to omit the financial statements required by Rule 201(t) in the initial Form C filed with the Commission. This offering has commenced in reliance of Temporary Rule 201(z)(2) and, as a result, the following must be disclosed: (i) the financial information that has been omitted is not otherwise available and will be provided by an amendment to the offering materials; (ii) the investor should review the complete set of offering materials, including previously omitted financial information, prior to making an investment decision; and (iii) no investment commitments will be accepted until after such financial information has been provided.

The Lead Investor, Antony Greenstein, is a related party to the CEO (brother).  Investors should note the role of the Lead Investor and any potential conflicts of interest prior to investing.