The market in which the Company operates is characterized by rapid changes in technology and market factors that can result in an extremely short product lifecycle. As a result, the Company’s success depends on its ability to anticipate market demands and shifts in requirements, to meet development schedules and to manage relationships with our customers, vendors, suppliers and other parties. Any failure to adjust to changes in market preferences would adversely impact our results of operations. 

The Company is seeking to raise up to $1,070,000 through this Offering. We intend to use these proceeds principally to pay operating expenses and to provide working capital to allow the business to go forward, including to secure additional funding through an offering of preferred stock or other securities. If we are unable to raise the full amount of the funds sought, it may be necessary to modify our business plan. If we are unable to expand, we will not be able to grow revenue as quickly as anticipated and we may be more vulnerable to new competition. If less than the full amount of this Offering is raised, the Company may not be able to achieve its business plan as set out herein. 

Our future success depends to a significant degree on the efforts of key personnel. In particular, we are dependent on the efforts of our officers, directors and advisors. The loss of services of key personnel could have a material adverse effect on our business. 

The Company has a limited operating history. Our operations are subject to all the risks inherent in starting a new business. We cannot be certain our business strategy will be successful. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered when starting any company. If we fail to address any of these risks or difficulties adequately, our business will likely suffer. There is no assurance that we can operate profitably or successfully implement our business plan.

The Company’s business plan depends significantly on its intellectual property being commercially viable. There can be no assurance that the critical aspects of the Company’s intellectual property will be adequately protected, that the Company’s intellectual property or its services do not and will not infringe on the intellectual property rights of others or that others will not make use of certain of the Company’s intellectual property. The Company acquired core parts of its technology from other companies and believes that its obligations in respect of ownership of that technology have been fully satisfied and paid. The Company makes no other representations or warranties regarding its intellectual property. 

The Company’s success depends largely on its ability to utilize and protect its intellectual property. The Company plans to require each of its employees to sign a confidentiality and work for hire agreement. While the Company believes that the agreements will protect the Company’s intellectual property interests, no assurance can be given as to the enforceability of such agreements. 

We intend to use the estimated net proceeds to be received in this Offering generally as set forth in our disclosures. However, we may allocate and use such proceeds differently and for other purposes not currently anticipated. As a result, our success will substantially depend on the discretion and judgment of our management with respect to the application and allocation of a substantial portion of the net proceeds of this offering. 

No one should invest in the Securities who does not have adequate financial means to bear the loss of his, her or its entire investment. 

The Securities offered by the Company have not been registered under United States federal or state securities laws and may not be offered for sale, sold or otherwise transferred or assigned for value, directly or indirectly, nor may the Securities be transferred on the books of the Company, without registration of such Securities under all applicable United States federal or state securities laws or compliance with an applicable exemption therefrom, such compliance, at the option of the Company, to be evidenced by an opinion of the security holder’s counsel, in a form acceptable to the Company, that no violation of such registration provisions would result from any proposed transfer or assignment. 

Although the Company may in the future offer its securities to the public, it is not currently anticipated that any public market for the Securities or any other of the Company’s securities will develop. Consequently, holders of the Securities may not be able to liquidate their investments in the event of an emergency or for any other reason. In addition, the Securities will not be readily acceptable as collateral for a loan. A purchase of the Securities should be considered only as a long-term investment. 

Investors may suffer dilution of their ownership interests in the Company as a result of future issuances of additional shares of capital stock or other interests in the Company. 

Investors in this Offering are unlikely to have any significant control over the Company, as future equity investors and the current holders of the Company’s Common Stock will likely hold a significant majority of the Company’s shares of both Common Stock and Preferred Stock. 

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 COVID-19 crisis is impacting Our Mayberry to the extent that it has negatively impacted the overall business climate and created challenges for nonprofits who have relied on in person events for a significant portion of their donations. Our Mayberry has mitigated this risk by offering business and charities highly competitive credit card processing rates and: 1) introducing new financial tools for businesses that enable true contactless payments and scheduling visits to businesses for access or product pickup; 2) creating (and using) a model for online fundraising events for nonprofits that support both direct donations to the nonprofit and contributions from businesses who partner with the nonprofit when they sell products and services on our platform.