Item
1. B
usiness.
Corporate
History
Road
Marshall, Inc. was incorporated under the laws of the State of Delaware on September 17, 2015.
On
September 29, 2015 the following individuals were appointed as Officers and Directors to the Company.
*
Engchoon Peh was appointed Chief Executive Officer and a Director of the Company.
*
Guojin Bai was appointed Chief Technology Officer and a Director of the Company.
*
Siew Phek Ong was appointed Chief Marketing Officer and a Director of the Company.
*
Guobao Bai was appointed Chief Financial Officer, Chief Accounting Officer and a Director of the Company.
*
Zhencong Bai was appointed Chief Operating Officer and a Director of the Company.
*
Pek San Lam was appointed Chief Channel Officer and a Director of the Company.
On
September 29, 2015 the Company issued the following quantities of restricted stock at par value ($0.0001) to the below individuals
in exchange for the comprehensive rights and ownership to the mobile application “Road Marshall”, which includes the
code and rights to distribute or sell the application through various marketplaces. Following the below share issuances the Company
became the owner of the mobile application and the code that makes up the application. There is no formal agreement for the transfer
of ownership of the mobile application. The ownership was transferred through a board minute which was approved by the board of
directors who are listed below and who received shares for the mobile application.
Name
of Individual
|
Shares
of Common Stock Issued
|
Shares
of Preferred Stock Issued
|
Engchoon
Peh
|
3,750,000
|
50,000
|
Guojin
Bai
|
2,250,000
|
-
|
Siew
Phek Ong
|
2,250,000
|
-
|
Guobao
Bai
|
2,250,000
|
-
|
Zhencong
Bai
|
2,250,000
|
50,000
|
Pek
San Lam
|
2,250,000
|
-
|
Total
|
15,000,000
|
100,000
|
On
May 18, 2016 the Company sold 5,000,000 shares of common stock at a price of $0.005 per share, resulting in $25,000
proceeds to the Company. These shares were sold pursuant to the Company’s effective S-1 Registration Statement, deemed
effective on May 4, 2016.
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Table of Contents
Industry
Overview
Mobile
Application Industry
The
mobile application industry was essentially created when the Apple iPhone was introduced in 2007 and has since grown to an industry
that is projected will generate $77 billion worth of revenue by the end of 2017. The mobile application industry has experienced
unprecedented growth because of the widespread popularity of smartphones and other mobile devices that have transformed electronic
gaming, internet retailing and social networking. Apple and Google have made highly profitable relationships with app developers,
who have developed a tremendous range of mobile applications of countless types that are available on a number of marketplaces
where apps are sold. Additionally, their smaller, but not insubstantial, competitors such as Blackberry RIM, Facebook and Amazon
have carved out niches in the market for themselves. The future for this industry looks brighter than ever and shows no indication
of slowing down in the near future.
Since
the creation of the first iPhone, where users could experience the convenience and functionality of these pocket-sized devices,
these mobile applications are becoming increasingly common in our daily life. According to Mobilewalla.com, a website dedicated
to cataloging and rating apps, the one millionth app was made available to users in December, 2011. It took only four years for
one million apps to be created, and this unprecedented growth has grown even stronger and more impressive as time goes on. While
many of these apps are duplications of existing apps, or alternatively very similar apps with minor cosmetic differences and variations
(e.g. an app created for the iPhone and the iPad would be counted twice) this has nevertheless been an overwhelming display of
interest in such a new industry. Every week there are as many as 15,000 apps released currently.
Smartphone
usage grows globally every day and it is widely accepted that there will be more and more apps developed in order to keep up with
this ever increasing marketplace. “In a 2011 study conducted jointly by Google and Ipsos MediaCT Germany, data was obtained
via random telephone interviews from amongst the general populations of the United States, United Kingdom, Germany, France, and
Japan. The highest reported smartphone ownership was found in the United Kingdom (45% of those interviewed) and the United States
(38% of those interviewed). Even more telling is the 50% increase in ownership that occurred in the United Kingdom between the
first phase of the research conducted in January and February of 2011 and the latter phase in September and October of that year
(The Mobile Movement, 2011). There is clearly a shift in usage from computers to mobile devices.”
Smartphones
outsold personal computers in 2010 for the first time and this caused many tech analysts to shift their attention to these handheld
devices. During the fourth quarter of 2010 saw 100.9 smartphones shipped worldwide, and for comparison during the fourth quarter
of 2009 only 53.9 million units had been shipped. The number almost doubled in as little as one year! “According to Flurry,
a company that collects mobile-software data and provides consulting services to software developers, in 2011, smartphone and
tablet shipments exceeded the shipments of desktop and notebook computers combined. Software developers are increasingly realizing
that in the near future smartphones could replace many core functions of personal computers, such as e-mailing, instant messaging,
web browsing, and even gaming (Smartphone Mobile Applications To Overtake Standard Websites in Near Future, 2012). Further, in
comparing publically available data pertaining to Internet usage with their own client data concerning mobile app usage, Flurry
concluded that users are spending more time on mobile apps than on the Internet (Newark-French, 2011).”
“Evidence
also suggests that these devices are becoming more and more important in people’s lives. In another study conducted by Google
in partnership with Ipsos OTX MediaCT, 5,013 adults in the United States who identified themselves as using a smartphone to access
the Internet were interviewed in the last quarter of 2010. Eighty-nine percent of those interviewed reported using their smartphones
throughout the day and 68% reported having used an app in the previous week. Seventy-nine percent of respondents reported using
their smartphones to help with shopping, and 22% reported using apps on their smartphones to make purchases (The Mobile Movement,
2011).”
Even
the United States government has taken note of the growing rise in mobile application usage and the advantages that could be gained
through creating their own government backed applications to be made available to the public. President Obama ordered, in May
2013, that all major federal agencies make at least two public services available on mobile phones. There has been hope that this
initiative will prompt the government and mobile app industry developers to facilitate the creation of applications to take full
advantage of government data.
“Smartphones
contain many of the same components as personal computers. Every smartphone has a processor, random access memory stick(s), USB
ports, display adapters, and internal storage devices. Users may even customize and upgrade their devices to suit their individual
needs. For example, a user who wishes to use the smartphone for gaming can purchase a device with a multi-core processor and additional
storage to hold large games. Most smartphones are also equipped with a touchscreen obviating the need for a physical key board.
USB peripherals such as audio headphones and data transfer cables are also available for smartphones (Coustan & Strickland,
n.d.).”
“The
core software found in a smartphone is called the operating system. The operating system contains all the drivers necessary to
carry out instructions between the software and hardware of the device. The operating system can be visualized as a software stack
consisting of several layers. First, the kernel manages the drivers that manipulate a smartphone's hardware, such as its built-in
camera or USB ports. Middleware contains software libraries which link to mobile applications. The application execution environment
contains all the application programming interfaces (APIs) for developers to program new mobile applications for the operating
system. Finally, the application suite contains core applications which are packaged with the operating system by default. These
applications include phone call software, text messaging, menu screens, calendars, and more. A mobile app is software that a user
can install on a smartphone to perform a particular task. For example, Android has a GPS app which allows the user to obtain travel
directions in real time, or even track the locations of family members from anywhere in the country (Coustan & Strickland,
n.d.). “
The
information provided above, along with the general consensus that the mobile application industry has a very bright and successful
future, points to the inevitable conclusion that companies will be created to fill this growing demand and experience tremendous
success if they are successful. There have been no indications that the industry is going to slow down, and everything points
to a continued demand for high quality mobile applications in the future. This of course is in the opinion of the Company.
*Most
Industry Information presented was found at: http://www.aabri.com/manuscripts/131583.pdf
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Table of Contents
Business Information
Road Marshall, Inc. is a company with the intent to become one of
the, if not the primary, leading publicly traded iOS and Android application development and promotion companies in the industry.
Our fully developed proprietary application is called Road Marshall. Road Marshall is an application which will be invaluable to
its users in the event of car trouble and should revolutionize the way tow truck companies are found within the United States,
and eventually around the world.
Please see the below pictures of our application Road Marshall.
All images can also be seen on our website at: http://www.roadmarshall.com/
We believe that one of the most appealing aspects of Road Marshall
is the fact that it is user friendly and easy to use. When a user opens the application they will press the services icon and within
moments, assuming the user has connection to the internet, Road Marshall will identify, on a map, the location of the user and
show nearby towing services in the area.
The list of nearby towing services will also display the range of
prices a user can expect. In the event that a user is experiencing car trouble this will simplify the process of finding assistance
in a trying and stressful time. No one wants to experience car trouble and be stuck on the road, but the reality is it happens
and Road Marshall will be there to ease the process of finding assistance. At Road Marshall we believe that no one should be left
with minimal options when experiencing a breakdown.
On the screen which shows nearby towing companies and trucks the
user can click on each company and read reviews written by other users of Road Marshall. This is a key feature to the application,
and we will allow all of our users to rate and describe their experiences with companies so that, hopefully, if a company is providing
poor quality of service or charging exorbitant fees the user will know prior to calling them for assistance.
When the ideal towing service is identified the user can directly
call the towing service and schedule a tow. Another important aspect is that when the user calls the towing service the location
of the application user will be sent directly to the truck driver. This should enable a truck driver to exactly find the application
user with no time consuming search process whereby the tow truck driver needs to find the stranded driver. This should serve to
significantly decrease the amount of time a user is stranded waiting for assistance.
The tow truck driver then has the ability to provide the user with
an ETA for when the driver will arrive. Instead of just waiting and hoping the tow truck driver will show up in a timely manner
the user will know exactly how long it will take for the driver to arrive, give or take a few minutes for traffic perhaps, and
will be able to plan accordingly and with minimal stress.
Another aspect of Road Marshall, aside from our assistance with
towing services, is our feature which allows a user to locate a fast food restaurant in 49 states (Alaska being the exception).
We aim to help drivers not only when they are in a time of crisis, but also when they are simply looking to pick up some food on
a long drive and don’t want to spend a large amount of time determining what options are nearby. The application will ascertain
the user’s position and show fast food restaurants nearby so that the user can choose from a list of options and navigate
directly to their restaurant of choice.
With the proceeds from this offering the Company plans to market
Road Marshall through a combination of social media, online advertising, and print media such as magazines. However, at this time
the Company does not have definitive plans as to where the proceeds from our offering will be directed as far as marketing is concerned.
Despite the fact that our marketing efforts remain in the planning stages we have allocated a definitive marketing budget of $10,000.
It is worth noting that our application Road Marshall is currently
free to download and use on iOS, but is not available on the Android store. The Company intends to monetize the mobile application
through third party advertisements. These advertisements could include, but not strictly be limited to, their products, services,
and or other mobile applications that are not in direct competition to our own (such as application games for example). At this
point in time there are no agreements in place with any specific advertisers, and our plan to monetize our application through
advertisements remains in the planning stages.
The Company will only begin monetizing the application through advertisements
when the application has gained a larger user base. We believe that when a sufficient user base has been achieved then the addition
of unobtrusive advertisements will not materially impact the number of users who utilize Road Marshall. There is also the possibility
that Road Marshall may insert “in app” purchases whereby a user can purchase upgraded services or products within the
app. However, this is speculative and is only mentioned as a possibility down the line if we are not generating sufficient revenue
from the use of advertisements alone. At present, no definitive plans are in place for any “in app” purchases.
*Since April 20, 2016 there have been no substantive changes to
our Company’s operations, no further development of the application has taken place, and no profits have been generated.
The Company’s goals remain unchanged, and our plan is to take significant steps forward in developing the Company and Road
Marshall application in the coming months.
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Table of Contents
Employees
As of the September 30, 2016 and the date of this report, we had/have
six part time employees, all of which are our Officers and Directors.
Currently, our Officers and Directors all have the flexibility to
work on our business up to 25 to 30 hours per week, but are prepared to devote more time if necessary.
We do not presently have pension, health, annuity, insurance, stock
options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits
available to our Officers/or Directors and or employees.
Item
1A. Risk Factors.
The following risk factors and other information
included in this Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the
only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may
also impair our business operations. If any of the events or circumstances described in the following risk factors actually occurs,
our business, operating results and financial condition could be materially adversely affected.
Risks Related to Our Company and Our Industry
We have a limited operating history and have generated no revenue
to date.
We have a limited operating history and do
not have a meaningful historical record of sales and revenues nor do we have an established business track record. While we
believe that we have the opportunity to be successful in the mobile application industry, there can be no assurance that we will
be successful in accomplishing our business initiatives, or that we will be able to achieve any significant levels of revenues
or net income, from our mobile application, “Road Marshall.”
The ownership of our mobile application
“Road Marshall” was transferred to us in its entirety not through a formal agreement, but through a board resolution
signed by our officers and directors of whom were the previous owners of the mobile application.
Because there was no formal agreement regarding
the transfer in ownership of our mobile application “Road Marshall” this may impair your ability to sell shares in
our company. A potential buyer of our stock may negatively regard such action that we have taken regarding the exchange in ownership.
Additionally, this may limit our own ability to attract investors, which would negatively impact the value of your shares of stock.
The mobile application industry is subject to rapid technological
change and, to compete, we must continually enhance our mobile Apps and custom development services.
We must continue to enhance and improve the performance, functionality
and reliability of our mobile application, Road Marshall. The mobile application industry is characterized by rapid technological
change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies
and the emergence of new industry standards and practices that could render our products and services obsolete. Our success will
depend, in part, on our ability to both internally develop and license leading technologies to enhance our existing application,
services that address the increasingly sophisticated and varied needs of our customers, and respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis. The development of our technology and other proprietary
technology involves significant technical and business risks. We may fail to use new technologies effectively or to adapt our proprietary
technology and systems to customer requirements or emerging industry standards. If we are unable to adapt to changing market conditions,
customer requirements or emerging industry standards, we may not be able to increase our revenue and expand our business
.
Major network failures could have an adverse effect on our business.
Our technology infrastructure is critical to the performance of
our application and customer satisfaction. Apps run on a complex distributed system, or what is commonly known as cloud computing.
We will own, operate and maintain the primary elements of this system, but some elements of this system are operated by third parties
that we do not control and which would require significant time to replace. We expect this dependence on third parties to continue.
Major equipment failures, natural disasters, including severe weather, terrorist acts, acts of war, cyber-attacks or other breaches
of network or information technology security that affect third-party networks, communications switches, routers, microwave links,
cell sites or other third-party equipment on which we rely, could cause major network failures and/or unusually high network traffic
demands that could have a material adverse effect on our operations or our ability to provide service to our customers. These events
could disrupt our operations, require significant resources to resolve, result in a loss of customers or impair our ability to
attract new customers, which in turn could have a material adverse effect on our business, prospects, results of operations and
financial condition.
If we experience significant service interruptions, which could
require significant resources to resolve, it could result in a loss of users or impair our ability to attract new users, which
in turn could have a material adverse effect on our business, prospects, results of operations and financial condition.
In addition, with the growth of wireless data services, enterprise
data interfaces and Internet-based or Internet Protocol-enabled applications, wireless networks and devices are exposed to a greater
degree to third-party data or applications over which we have less direct control. As a result, the network infrastructure and
information systems on which we rely, as well as our customers’ wireless devices, may be subject to a wider array of potential
security risks, including viruses and other types of computer-based attacks, which could cause lapses in our service or adversely
affect the ability of our customers to access our service. Such lapses could have a material adverse effect on our business, prospects,
results of operations and financial condition.
Defects in our mobile app may adversely affect our business.
Tools, code, subroutines and processes contained within mobile apps
may contain defects when introduced and also when updates and new versions are released. Our introduction of a mobile app with
potential defects or quality problems may result in adverse publicity, product returns, reduced orders, uncollectible or delayed
accounts receivable, product redevelopment costs, loss of or delay in market acceptance of our products or claims by customers
or others against us. Such problems or claims may have a material and adverse effect on our business, prospects, financial condition
and results of operations.
Technology is constantly undergoing significant changes and evolutions
and it is imperative that we keep up with an ever changing technological landscape in order to ensure the continued use and viability
of our application.
Our industry is categorized by rapid technological progression and
ever increasing innovation. While we believe ourselves to currently offer the best mobile application relating to road side assistance
to suit the unique needs of our users we will need to constantly work on improving our current assets (mobile application) in order
to keep up with technological advances that will almost certainly occur. Should we fail to do so our business may be adversely
affected.
Strong competition in the mobile application market could decrease
our market share.
The mobile application industry is highly competitive. We compete
with companies which may offer similar applications to our own. In addition, some of our competitors may have substantially greater
name recognition and financial and other resources than we have, which may enable them to compete more effectively for the available
market share. We also expect to face increased competition as a result of new entrants to the mobile application industry, including
established and emerging companies which create and/or market mobile applications. We may not be able to compete successfully against
current or future competitors and may face competitive pressures that could adversely affect our business or results of operations.
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Table of Contents
If we are the subject of an intellectual property infringement
claim, the cost of participating in any litigation could cause us to go out of business.
There has been, and we believe that there will
continue to be, significant litigation and demands for licenses in our industry regarding patent and other intellectual property
rights. Although we anticipate having a valid defense to any allegation that our current products, production methods and
other activities infringe the valid and enforceable intellectual property rights of any third parties, we cannot be certain that
a third party will not challenge our position in the future. Other parties may own patent rights that we might infringe upon with
our products or other activities, and our competitors or other patent holders may assert that our products, and the methods we
employ, are covered by their patents. These parties could bring claims against us that would cause us to incur substantial litigation
expenses and, if successful, may require us to pay substantial damages. Some of our potential competitors may be better able to
sustain the costs of complex patent litigation and, depending on the circumstances, we could be forced to stop or delay our research,
development, manufacturing or sales activities. Any of these costs could cause us to go out of business.
We operate in a highly competitive market with rapid technological
change, and we may not have the resources needed to compete successfully.
The mobile application industry is a highly competitive market that
is characterized by rapid changes in our users’ technological requirements, expectations and evolving market standards. Competitors
vary in size and organization from individuals with the capability to produce applications to startups to established corporations
and software companies. Each of these competitors may develop applications or other technologies that are superior to the application
we are offering. We may not have the resources necessary to acquire or compete with technologies being developed by our competitors,
which may render our application less competitive or obsolete.
Our success and future growth depend on the continued acceptance
of the Internet and the corresponding growth in mobile application usage.
Our business, to a large extent, relies on the Internet for its
success. A number of factors could inhibit the continued acceptance of the Internet and adversely affect our profitability, including:
• Inadequate Internet infrastructure;
• Security and privacy concerns; and
• The unavailability of cost-effective Internet service and
other technological factors.
If Internet use decreases, or if the number of mobile application
users does not increase, our business may not grow as planned.
Government regulations relating to the Internet could increase
our cost of doing business, affect our ability to grow or otherwise have a material adverse effect on our business.
The increasing popularity and use of the Internet and mobile applications
has led, and may lead, to the adoption of new laws and regulatory practices in the United States or foreign countries and to new
interpretations of existing laws and regulations. These new laws and interpretations may relate to issues such as online privacy,
copyrights, trademarks and service marks, sales taxes, fair business practices and the requirement that online education institutions
qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have no physical location
or other presence. New laws, regulations or interpretations related to doing business over the Internet could increase our costs
and materially and adversely affect our enrollments, revenues and results of operations.
Our success depends substantially on the continuing efforts of
our senior executives and other key personnel, and our business may be severely disrupted if we lose their services.
Our future success heavily depends upon the continued services of
our senior executives and other key employees. If one or more of our senior executives or key employees are unable or unwilling
to continue in their present positions, it could disrupt our business operations, and we may not be able to replace them easily
or at all. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to
retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in
which case our business may be severely disrupted.
There is a conflict of interest that exists due to the fact that
our Officers and Directors have outside obligations in which they serve other positions.
Because our Officers and Directors serve other outside positions
they are only able to focus on advancing our business operations part time. Each of our Officers and Directors currently devotes
between 1-10 hours per week in regards to our operations. It should be noted however, that the amount of time our Officers and
Director’s may allocate to our business activities may increase or decrease in the future. We cannot accurately predict however,
if this will occur for certain or what exact events will cause our Officers and Directors to allocate more time or less time to
our operations.
Our mobile application generates and processes a large amount
of data, and the improper use or disclosure of such data could harm our reputation as well as have a material adverse effect on
our business and prospects.
Our mobile application generates and processes a large quantity
of data. We face risks inherent in handling large volumes of data and in protecting the security of such data. This includes protecting
the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our
employees; addressing concerns related to privacy and sharing, safety, security and other factors; and complying with applicable
laws, rules and regulations relating to the collection, use, disclosure or security of personal information, including any requests
from regulatory and government authorities relating to such data. Any systems failure or security breach or lapse that results
in the release of user data could harm our reputation and brand and, consequently, our business, in addition to exposing us to
potential legal liability.
As we expand our operations, the laws, rules and regulations of
other jurisdictions may impose more stringent or conflicting requirements and penalties, compliance with which could require significant
resources and costs. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory
requirements or privacy protection-related laws, rules and regulations could result in proceedings or actions against us by governmental
entities or others. These proceedings or actions may subject us to significant penalties and negative publicity, require us to
change our business practices, increase our costs and severely disrupt our business.
The success of our business depends on our ability to maintain
and enhance our reputation and brand.
We believe that our reputation in the mobile application industry
is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base
and, in turn, increasing our revenue. Since the mobile application industry is highly competitive, our ability to remain competitive
depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive.
To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective
marketing campaigns to increase brand recognition and awareness in a highly competitive market; our ability to deliver our
online platform and to ensure that it is seen as continually valuable within the mobile application industry.
We will conduct various marketing and brand promotion activities.
We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we
fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business,
financial conditions and results of operations could be adversely affected.
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Table of Contents
Due to the Company operating as a going concern, and there is
a possibility that we may never be profitable, there is the possibility that you may lose all or part of your investment.
The Company’s financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of
assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial
doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements.
These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, negative cash
flow from operating activities, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its
operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance
that management's plan will be successful.
Due to the Company operating as a going concern, and there is a
possibility that we may never be profitable, there is the possibility that you may lose all or part of your investment.
Our internal controls may be inadequate, which could cause our
financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate
internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting
is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by
the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors
of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company's assets that could have a material effect on the financial statements.
Our internal controls may be inadequate or ineffective, which could
cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon
this misinformation may make an uninformed investment decision. If we cannot provide reliable financial reports, our business and
operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price
of our common stock, if a market ever develops, could drop significantly and result in a loss of some or all of your investment.
Due to the fact that our directors and officers reside outside
the United States our shareholders may have difficulties effecting service of process against them.
The difficulties shareholders could face when attempting to effect
service of process against our foreign officers and directors include, but are not limited to, the following:
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Effecting service of process within the United States;
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Enforcing judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the officers;
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Enforcing judgments of U.S. courts based on the civil liability provisions of the U.S. federal securities laws in foreign courts against your officers; and
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Bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against your officers.
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We expect our quarterly financial results to fluctuate.
We expect our net sales and operating results to vary significantly
from quarter to quarter due to a number of factors, including changes in:
• General Economic Conditions;
• The number users utilizing our mobile application;
• Our ability to retain, grow our business and attract new
clients;
• Administrative Costs;
• Advertising and other marketing costs;
As a result of the variability of these and other factors, our operating
results in future quarters may be below the expectations of public market analysts and investors.
At present we rely heavily upon Mr. Peh for additional capital
in order to fund our development.
Engchoon Peh has informally agreed to advance funds “on a
need be basis” to allow us to pay for filing fees, and professional fees that we may incur. At present, with our application
fully developed, we do not believe we will require substantial additional financing from Mr. Peh, however without additional funding
we will be unable to grow and market our business in the manner we intend to. Our business operations cannot progress further without
additional financing, and Mr. Peh may not be willing to provide it to us. In the event that we cannot raise the money we seek,
we may be forced to halt or suspend our proposed marketing and business activities and our application may not have the capability
to begin generating profits which could result in a loss of all or part of your investment in our company.
The recently enacted JOBS Act will allow the Company to postpone
the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information
provided in reports filed with the SEC.
The recently enacted JOBS Act is intended to reduce the regulatory
burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company”
and so long as it qualifies as an “emerging growth company,” it will, among other things:
-be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley
Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its
internal control over financial reporting;
-be exempt from the "say on pay” provisions (requiring
a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute”
provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in
connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act
(the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief
Executive Officers;
-be permitted to omit the detailed compensation discussion and analysis
from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and instead provide a reduced level of disclosure concerning executive compensation; and
-be exempt from any rules that may be adopted by the Public Company
Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s
report on the financial statements.
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Although the Company is still evaluating the JOBS Act, it currently
intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it
qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply
with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this
means that the Company's independent registered public accounting firm will not be required to provide an attestation report on
the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth
company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go
undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide
certain information, including certain financial information and certain information regarding compensation of executive officers,
which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and
securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common
stock may be adversely affected.
Notwithstanding the above, we are also currently a “smaller
reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary
of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues
of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller
reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required
to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging
growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”,
“smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are
exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting
firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased
disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited
financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth
company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results
of operations and financial prospects.
We are an “emerging growth company” under the JOBS
Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make
our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the
JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with
the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict
if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common
stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more
volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging
growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act
for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the
adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take
advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial
statements may not be comparable to those of companies that comply with public company effective dates.
We will remain an “emerging growth company” for up to
five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible
debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.
As we are a publicly reporting company, we will continue to incur
significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to
compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial
statements and ability to provide accurate financial information to our shareholders.
Our management and other personnel will need to devote a substantial
amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary
to remain as an SEC reporting Company, will be costly as an external third party consultant(s), attorney, or firm, may have to
assist in some regard to following the applicable rules and regulations for each filing on behalf of the company.
We currently do not have an internal audit group, and we will eventually
need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge
to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and Director, have
limited experience as an officer or Director of a reporting company, such lack of experience may impair our ability to maintain
effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements
to our financial statements and an inability to provide accurate financial information to our stockholders.
Moreover, if we are not able to comply with the requirements or
regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other
regulatory authorities, which would require additional financial and management resources.
Our Officers and Directors lack experience in and with the reporting
and disclosure obligations of publicly-traded companies.
Our Officers and Directors lack experience in, and with, the reporting
and disclosure obligations of publicly-traded companies and with serving as an Officer and or Director of a publicly-traded company.
Such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure
controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate
financial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer
irreparable harm due to our Officers’ and Director’s ultimate lack of experience in our industry and with publicly-traded
companies and their reporting requirements in general.
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Risks Relating to the Company’s
Securities
We may never have a public market for our common stock or may
never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our securities.
Our shares are not and have not been listed or quoted on any exchange or quotation system.
In order for our shares to be quoted, a market maker must agree
to file the necessary documents with the National Association of Securities Dealers, which operates the OTCQB. In addition, it
is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading
market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable
to liquidate their investment.
We may in the future issue additional shares of our common stock,
which may have a dilutive effect on our stockholders.
Our Certificate of Incorporation authorizes the issuance of 500,000,000
shares of common stock and 20,000,000 shares of preferred stock, of which 20,000,000 shares of common stock and 100,000 shares
of preferred stock are issued and outstanding as of January 13, 2017,. The future issuance of our common shares may result in
substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate
actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any
trading market for our common stock.
We may issue shares of preferred stock in the future that may
adversely impact your rights as holders of our common stock.
Our Certificate of Incorporation authorizes us to issue up to 20,000,000
shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights
and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. Currently,
each one (1) share of Preferred Stock shall have voting rights held at all stockholders’ meetings for all purposes, including
election of directors equal to one hundred (100) shares of common stock.
Our preferred Stock does not have any dividend, conversion, liquidation,
or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize
the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right
to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred
shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares
of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of
your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent
a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
We do not currently intend to pay dividends on our common stock
and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
We have never declared or paid any cash dividends on our common
stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any,
to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and
the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee
that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their
shares.
Shareholders who hold unregistered shares of our common stock
are subject to resale restrictions pursuant to Rule 144, due to our status as a “Shell Company.”
Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule
144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal
assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents
and nominal other assets. As such, because we have no assets , we are still considered a “shell company” pursuant to
Rule 144 and as such, sales of our securities pursuant to Rule 144 are not able to be made until we have ceased to be a “shell
company” and we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all
of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period
of at least twelve months has elapsed from the date “Form 10 information” (i.e., information similar to that which
would be found in a Form 10 Registration Statement filing with the SEC has been filed with the Commission reflecting the Company’s
status as a non-“shell company.” Because none of our non-registered securities can be sold pursuant to Rule 144, until
one year after filing Form 10 like information with the SEC any non-registered securities we sell in the future or issue to consultants
or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities
are registered with the Commission and/or until 12 months after we cease to be a “shell company” and have complied
with the other requirements of Rule 144, as described above. As a result, it may be harder for us to fund our operations and pay
our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of
debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional
resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants,
and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our
securities, if any, to decline in value or become worthless.
We may be exposed to potential risks resulting from requirements
under Section 404 of the Sarbanes-Oxley Act of 2002.
As a reporting company we are required, pursuant to Section 404
of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control
over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford
increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.
We do not currently have independent audit or compensation committees.
As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply
with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar
matters and investors may be reluctant to provide us with funds necessary to expand our operations.
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The costs to meet our reporting and other requirements as a public
company subject to the Exchange Act of 1934 is and will be substantial and may result in us having insufficient funds to expand
our business or even to meet routine business obligations.
As a public entity, subject to the reporting requirements of the
Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a
host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $35,000 per year
for the next few years and will be higher if our business volume and activity increases. As a result, we may not have sufficient
funds to grow our operations.
State Securities Laws may limit secondary trading, which may
restrict the states in which and conditions under which you can sell Shares.
Secondary trading in our common stock may not be possible in any
state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that
an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we
fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular
state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant
number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly
impacted.
The trading in our shares will be regulated by the Securities
and Exchange Commission Rule 15G-9 which established the definition of a “Penny Stock.”
The shares being offered are defined as a penny stock under the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act
and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our
securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer
quotations, the compensation to be received by the broker-dealer and certain associated persons, and must deliver certain disclosures
required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase.