Subscription for the Shares shall be made pursuant to a subscription agreement (the "Subscription Agreement") in
the form attached to this Disclosure Statement. The Subscription Agreement contains, among other things,
customary representations and warranties by the Company, covenants of the Company reflecting the information
set forth herein, representations by the investors and appropriate conditions to closing.
The Shares are being offered by the Company to the public without the benefit of an underwriter.
Discounts and Commissions
The sales of the Shares being offered by the Company will be carried out by the Company. The Company will
not discount the price of the Shares or pay a commission to any dealer in connection with the sale of the Shares.
USE OF PROCEEDS
Use of Proceeds: It is estimated that the Company will use the maximum funds of $1,000,000 in the manner set
The actual expenditures of the proceeds of the Offering may differ substantially from the estimated use of
proceeds. The actual expenditures of the proceeds of the Offering will be according to the expenditures deemed
by the Company and its board of directors to be in the best interests of advancing the business of the Company.
The actual expenditures will also vary from the estimated use of proceeds if less than all of the Shares are sold.
The Company anticipates that the net proceeds from the Offering will be sufficient to meet its financial
requirements for only a short period of time. The Company, therefore, will require substantial additional capital to
fund its contemplated business plan in the near future.
The Company anticipates expenses associated with the Offering, including legal, accounting and stock transfer
agent expenses, will be approximately $10,000 US. The Company anticipates expenses associated with the
registration of the Shares issued pursuant to the Offering, including legal and accounting expenses, will be
approximately $30,000 US.