Whatz2Eat

WHATZ2EAT is a new Company with new technology with no history, no paying customers and no revenues. There are risks which include the need to raise money through this offering and future offerings under Regulation A. If the Company does not raise enough money through these events, the Company may not survive. In addition, the Company may not be able to develop projects that become profitable. 

WHATZ2EAT relies on various other companies for software and data storage, and to develop and operate WHATZ2EAT’s app, such as Tatras Data, Amazon, Google to name a few. Material changes in pricing or breadth of services may have a negative impact in WHATZ2EAT’s ability to maintain serviceability to its customers and its ability to achieve its business goals or continue its operations. 

WHATZ2EAT has a limited operating history, therefore there can be no assurance that the company will be able to achieve or sustain profitable operations or achieve or sustain the cash flow to conduct day to day business operations. There can be no assurance that the company will generate sufficient revenues to result in profitability. WHATZ2EAT is a technology company in the business of aggregating information data to consumers. There is currently no profit generation resulting from sales or user consumption and may not be realized once in the marketplace. This could adversely affect the company’s ability to earn a profit and make distributions to future shareholders. 

There is only a limited basis upon which an investor can evaluate the company’s business and prospects.  An investor should consider the challenges, expenses and difficulties that the company will face as an early stage company seeking to introduce new products and services into an established or new market.  There is absolutely no assurance that the company will be able, upon completion of this Offering, to successfully implement its proposed business strategy or that it will consistently operate profitably. The operating history, consumer base and revenue results with the intended business strategy are in their inception stages. There can be no assurance that the Company will ever achieve a continual profitable level of operations or that profitability, if achieved, can be sustained on an ongoing basis. WHATZ2EAT’s ability to achieve revenue and profitability depends in the early stages of operations on successful sales and marketing of their products and services

If the Company fails to meet its goals or additional capital is desired to fund further expansion the Company may need to raise additional capital.  The Company may need to raise additional funds to fund more rapid expansion or to respond to competitive pressures.  The Company currently does not have any commitments for additional financing. There is no assurance that the proceeds from this Offering will last as long as projected, that any future revenues shall be as large as projected, or that future financings will be successful, or if successful, on terms sufficient to provide capital necessary for the Company’s projected needs.    

Competitors may compete directly with the Company, and may have substantially greater financial resources and significantly greater accumulated experience in marketing products. The ability of the Company to sell its products depends on, among other items, management’s ability to effectively target its customers and segment its market. Accordingly, there can be no assurances that the Company has properly targeted its customer groups or segmented its market, or even if done so correctly, that these targeted customer groups, or any others, will be receptive to the Company’s products. In short, there is no assurance that the Company will be successful in carrying out its business and marketing.

WHATZ2EAT’s anticipates a period of significant growth in its operations.  The resulting strain on the company’s managerial, operational, financial and other resources could be significant. Success in managing this expansion and growth will depend, in part, upon the ability of management to effectively manage the growth of the Company. Any failure to manage the proposed growth and expansion of the Company could have an adverse effect on the Company’s future business. “As we grow our user base and scale to millions of users, our website’s infrastructure as it relates to storage space, bandwidth, processing ability, speed and other factors may begin to deteriorate or fail completely. This may result in deteriorating user experience, system failures or system outages for continued periods of time. Potential security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer”.

In order for WHATZ2EAT to implement the Company’s business objectives, it may need to grow rapidly in the future and the Company expects that such growth would lead to increased responsibility for both existing and new management personnel. To help manage future growth effectively the Company must maintain and enhance its financial and accounting systems and controls, hire and integrate new personnel and manage expanded operations. The growth in business, headcount and relationships with customers and other third parties is expected to place a strain on the Company’s management systems and resources. The Company will need to continue to improve its operational, managerial and financial controls, reporting systems and procedures, and will need to continue to expand, train and manage its work force. The Company’s failure to manage its future growth successfully would have a material adverse effect on the quality of its products and services, its ability to retain customers and key personnel and its operating results and financial condition. 

WHATZ2EAT believes that maintaining and enhancing its brand(s) is critical to expanding its business. Maintaining and enhancing its brand(s) may require it to make substantial investments and these investments may not be successful.  If the Company fails to promote and maintain its brand(s), or if it incurs excessive expenses in this effort, its business, operating results and financial condition will be materially and adversely affected. Maintaining and enhancing its brand(s) will depend largely on its ability to be a market leader and to continue to provide high quality products and services, which it may not do successfully. In addition, third parties may take actions that could impair the value or strength of the company’s brand(s).

WHATZ2EAT management, intends to take all reasonable actions to protect its intellectual property rights, including evaluating and potentially filing for and obtaining certain copyrights, trademarks and patents with the United States Patent and Trademark Office (USPTO). No assurances can be given that the intellectual property of WHATZ2EAT will not infringe upon the intellectual property rights of others, that the USPTO filings will occur, or if they do, that they will be approved and enforceable, or ultimately will be the sole property of WHATZ2EAT. The Company’s ability to compete effectively depends in part on developing and maintaining the proprietary aspects of its products.  WHATZ2EAT also cannot assure that any patents, copyrights or trademarks, if or when obtained will not be successfully challenged, invalidated or circumvented in the future.  In addition, no assurance can be given that competitors have not already applied for, or obtained, or will not seek to apply for and obtain, patents, copyrights or trademarks that will prevent, limit or interfere with WHATZ2EAT’s ability to make, use and sell its products and services either in the United States or internationally.  WHATZ2EAT expects to rely on proprietary know-how and will seek to protect all applicable proprietary information agreements. WHATZ2EAT requires its employees and key consultants to execute confidentiality agreements upon the commencement of employment or a consulting relationship with WHATZ2EAT. No assurance can be given that employees or consultants will not breach these agreements, that WHATZ2EAT will have adequate remedies for any breach or that trade secrets will not otherwise become known to or be independently developed by competitors.

WHATZ2EAT recognizes that general market conditions may affect the ability of the Company to meet projections and/or attain necessary capital or revenues.  Many changes in market conditions are not foreseeable by, and beyond the control of the Company. Such changes in market conditions could be a result of earthquakes, floods, fires, storms, natural disasters, acts of God, wars, armed conflicts, terrorism, labor strikes, lockouts, boycotts, natural or man-made pandemics, epidemics, diseases or other health emergencies, and acts of government or public authorities including: governmental or other response to natural or man-made pandemics, epidemics, diseases and in each case, whether or not involving the United States or other countries in which the companies has business relations and consumer base.

It is possible that the Company will never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have no private or public market, and the Company cannot be sure that one will develop in the foreseeable future, or if one develops, that it will be maintained. The Securities are offered and sold pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and without qualification or registration under the securities laws of the various states. 

The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions. The Securities do not entitle you to inspection or information rights.

The Securities are being offered by the Company and are sold without the use of an independent broker-dealer. Consequently, no independent review of the offering or the Company has been, or will be, made by any broker-dealer. 

The price of the Securities being offered does not bear any relationship to book value or other recognized criteria of valuation of the Company. The price determination was based on such factors as prospects for the industry, estimates of potential business, assessment of management of the Company and an estimate of the amount of funds necessary to satisfy the Company’s projected working capital needs. The price is no indication of the Securities’ market value. The Company cannot provide any assurance that the Securities, if transferable, can be sold for any amount. 

The management team of the Company will have considerable discretion over the use of proceeds from this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner which you may consider most appropriate. Our management might spend a portion of the net proceeds from this offering in ways that our stockholders do not desire or that might not yield a favorable return. The failure by our management to apply these funds effectively could harm our business. Furthermore, you will have no direct say on how our management allocates the net proceeds of this offering. 

The Company has never declared or paid cash dividends on any of our securities. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future.

The Company’s significant stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Their large ownership stake may allow them to exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation, election of our board of directors, removal of any of our directors, adoption of measures that could delay or prevent a change in control or impede a merger, takeover, or other business combination involving us, and approval of other major corporate transactions.

As an investor, you may lose a portion or all of your investment.  Investing in the Company’s Securities involves a moderate degree of risk. As an investor, you may never recoup all, or even part, of your investment and you may never realize any return on your investment. 

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.

Deirdre Callanan is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.