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Logo of Trioscope

Trioscope

Leading the stylized entertainment revolution
B2B Video & Streaming SaaS Media Production & Curation
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All investments have
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Opportunity Product Traction Biz. model Vision and strategy Leadership
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Trioscope, Inc. . View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Trioscope Crowd SAFE Trioscope - Form C.pdf
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Highlights




  • Patented tech for economical creation of stylized spectacle entertainment
  • The company licenses its technology to 3rd party studios & individuals
  • Produces its own premium movies and TV series to showcase its tech
  • $20M in revenue over 3 years working with elite Hollywood talent
  • Raised $10M in seed round financing led by Sony & Bitkraft
  • Seasoned team. In business with: Sony, Netflix, CBS, A&E, CAA

Opportunity


The Stylized
Entertainment Opportunity

Audiences raised on comic book franchises and video games are hungry for stylized spectacle entertainment, but it’s exceedingly expensive to produce. This leaves a lot of world class IP on the sidelines. The stylized entertainment market is a $10+ billion market opportunity.

The Solution

Trioscope SEE® is a patented production workflow and toolset that fuses stylized live action and CG to enable Hollywood-grade spectacle at a fraction of the cost. Using the SEE® platform, creators can achieve a broad range of stunningly beautiful styles.

Trioscope's "computer-generated blending of animation and live performance, is consistently interesting and,
at its best, eye-popping.”

Product


Trioscope SEE® Platform
at a Glance


 SEE Enables High-Spectacle Movies & Series at
a Fraction of the Cost

Scene from the making of Takeover, an upcoming Trioscope SEE produced feature. Most Trioscope SEE productions are shot in a green screen sound stage. The backgrounds and effects are produced in 3D and then all the layers are treated with Trioscope's SEE tools to stitch them into one seamless integrated stylized scene.


Robust Pipeline of
In-House Studio Projects

The following is a select list of exciting projects
from Trioscope's In-House Studio.

THE LIBERATOR - 4 Episode WWII Scripted Mini Series for Netflix (2021).
Top 10 Release Globally. Audience Rating 4.4/5 Stars.
Reddit User Everest_95's review: "I loved it, felt like a huge war epic."

TAKEOVER - High Octane Action Feature Film Written by Jeb Stuart
(Die Hard, The Fugitive, Vikings: Valhalla) Starring Migos Frontman and Actor Quavo. Scheduled for release 2024.


NIGHT OF THE COOTERS - Produced by Game of Thrones Creator
George RR Martin,
Directed by and Starring Vincent D'Onofrio. Anthology Series. Wrapped First Installment, Additional episodes In production.

HUNTER'S SONG - Sci-Fi Comedy Created and Directed by Mike Judge (Silicon Valley, King of the Hill) & Greg Daniels (The Office, Parks & Rec). In Development.

STARPORT - Sci-Fi Feature Written by George R.R. Martin. Directed by Josh Trank (Chronicle, Fantastic Four). Produced by Howard Gordon (Homeland, Fox's 24).
In Development.

NEXUS - Epic 80’s Sci-Fi Superhero Based on Dark Horse Comics Series. Written by Oscar Nominated Screenwriter Josh Olson (A History of Violence). Starring Tom Hopper (Umbrella Academy, Game of Thrones). In Development.


Benefits of Trioscope SEE®

Aesthetic Appeal: 
SEE® captivates the audiences without compromising on the creator's vision.

Full Human Emotion: 
Allows actors to shine in imaginative settings.

Economical:
Makes traditionally high-cost genres more accessible
& stylization vs photorealism saves money in time and resources

Simplifies Logistics:
Faster setup turnarounds, smaller crews, lower budgets
and shortened production schedules.

Traction


We're Working With
Some of the World's
Most Renowned Creators...

GEORGE RR MARTIN

ETHAN HAWKE

QUAVO

MIKE JUDGE

SOFIA VERGARA

STERLIN HARJO

JEB STUART

MARSAI MARTIN

They instantly recognized that Trioscope SEE®
can help them realize a project they've
always wanted to make but struggled
to find a way to produce.


And Partnering with some
of the World's Most Elite Media Companies...

Business model


Multiple Revenue Streams

Trioscope SEE Licensing Business - First phase entails co-producing premium features with third party studios. Fees range from $500k to $2M per project. As Trioscope gains traction, the licensing business will evolve into a SAAS model for third party studios and individuals.

Studio Business - The company raises non-dilutive financing and/or sells original projects to streamers, studios and distributors. These are typically features and series that range from $12M to $75M or series that range from $1M to $3M per episode.

Vision and strategy


We're on a mission to Unlock the World's Greatest Untold Stories

Our passion is all about empowering as many creators as possible, from the most established directors to the aspiring film student. That's why we're developing our tech to run on multiple platforms including Nuke, After Effects and soon a revolutionary Cloud-based version.

Timeline


Investors

Raised over $10m from strategics and tier 1 venture capital

Financial History

  • Founded in 2019
  • $20M+ in revenue since inception
  • Raised $5.25M Series Seed Round led by Bitkraft & Sony
  • Raised $3.15M convertible note led by Krafton (PubG game publisher)
  • Raising $3.0M for Series Seed 2 Preferred Stock round at a $27M pre-money valuation. $1M remains open
  • Multiple independently financed studio projects ongoing
  • Taking Takeover feature to market in Q3 2024

Leadership


Co-founders

L.C. CLCHEADSHOT.jpgROWLEY, p.g.a. | CO-FOUNDER & CEO
Serial entrepreneur. Seasoned EP and Producer of innovative TV series for Netflix, Adult Swim and Discovery. Former creative director on global brands including AT&T, Mercedes & GE.

GJHEADSHOT.jpgGREG JONKAJTYS | CO-FOUNDER & CCO -
Director of The Liberator and Takeover. Acclaimed animator, VFX artist and director. Formerly LucasFilm / ILM working on Star Wars, Avengers, Sin City, Pan’s Labyrinth.


BB2HEADSHOT.jpgBRANDON BARR | CO-FOUNDER & PRESIDENT, TRIOSCOPE STUDIOS - 
Executive producer of groundbreaking series content for Netflix, Hulu and Adult Swim. Formerly at Cartoon Network.


Advisory Board


HOWARD GORDON | Emmy-Winning Executive Producer, Showrunner & Writer -
Co-creator of Showtime’s Homeland, showrunner Fox’s 24, supervising producer and co-writer The X-Files.

RANDY KOMISAR I Renowned Entrepreneur, Author, and VC at Kleiner Perkins - Former CEO of LucasArts Entertainment, co-founder of Claris and virtual CEO of WebTV. Author and speaker.

JON MARGOLIS I Former Riot Games & Skybound - Head of Business & Corporate Development, The Sandbox. Former Director of Strategic Finance for Worldwide Publishing Riot Games. President of Finance and Strategy Skybound Entertainment.

KEITH LUCAS | Former Roblox CPO/CTO -  
Expert in social networks, two-sided markets, UGC, gaming, virtual economies and environments. 20+ years in entrepreneurial software companies, from startup to scale.

Deal terms


Valuation cap

$27,000,000

The maximum valuation at which your investment converts into equity shares or cash.
Learn more

Minimum investment

$100

The smallest investment amount that Trioscope is accepting.
Learn more

Maximum investment

$124,000

The largest investment amount that Trioscope is accepting.
Learn more

Funding goal

$1.24M

Trioscope must achieve its minimum goal of $50K before the deadline. The maximum amount the offering can raise is $1.24M.
Learn more

Deadline
Trioscope needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
Learn more
Type of security

Crowd SAFE

A SAFE allows an investor to make a cash investment in a company, with rights to receive certain company stock at a later date, in connection with a specific event. · Learn more

Nominee Lead

Chester Rodeheaver

Will direct the Nominee on certain matters like voting, amendments and conversions affecting the security.
Learn more

How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by Trioscope, Inc. . View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Trioscope Crowd SAFE Trioscope - Form C.pdf

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in Trioscope.
Invest
$1,000
Receive
  • Virtual Advance Screening of Trioscope’s Next Film
Invest
$5,000
Receive
  • All of the above plus:
  • Your Name Featured as Special Thanks in Our Next Film Credits
Invest
$10,000
Receive
  • All of the above plus:
  • In-person Advance Screening of Trioscope’s Next Film
Invest
$50,000
Receive
  • All of the above plus:
  • VIP Access to Future Trioscope Screenings at Film Festivals
  • Premium Sony Lot Tour + Meet & Greet with Trioscope Leadership at Our Offices on the Sony Lot
Invest
$100,000
Receive
  • All of the above plus:
  • In Person On-Set Tour of Our Next Production + a Cameo in Our Next Production
  • Private Investor Dinner with Trioscope Leadership

About Trioscope

Legal Name
Trioscope, Inc.
Founded
Aug 2021
Form
Delaware Corporation
Employees
15
Website
trioscope.co
Social Media
Headquarters
Google Map location of of Trioscope
10202 Washington Boulevard Stage 6 #7104/7106 , Culver City, CA
Headquarters
10202 Washington Boulevard, Stage 6 #7104/7106, Culver City, CA, United States 90232

Trioscope Team
Everyone helping build Trioscope, not limited to employees

Profile picture of L.C. Crowley
L.C. Crowley
Co-founder & CEO
Serial entrepreneur. Seasoned EP and Producer of innovative TV series for Netflix, Adult Swim and Discovery. Former creative director on global brand content for AT&T, Mercedes & GE.
Profile picture of Greg Jonkajtys
Greg Jonkajtys
Co-founder & CCO
Director of The Liberator and Takeover. Acclaimed animator, VFX artist and director. Formerly LucasFilm / ILM working on Star Wars, Avengers, Sin City, Pan’s Labyrinth.
Profile picture of Brandon Barr
Brandon Barr
Co-founder & President, Trioscope Studios
Executive producer of groundbreaking series content for Netflix, Hulu and Adult Swim. Formerly at Cartoon Network working on Adult Swim brand creative.
Profile picture of John Evershed
John Evershed
CSO
Former CEO Mondo Media. Entertainment and tech vet. Launched adult animation channel on WarnerMedia OTT channel.. EP’d multiple movies and TV series. Raised over $100M in investment.
Profile picture of Chester Roderheaver
Chester Roderheaver
CFA & CFO
20+ years of international finance experience, expert in early-stage and growth investments. Helped establish Dubai’s first SWF, raised capital for independent films with Brillstein.
Profile picture of Abby Sinsheimer
Abby Sinsheimer
Head of Product
Seasoned technology product manager. Former Walt Disney Imagineering, Universal Creative, and Themed Entertainment production management.
Profile picture of Taylor Church
Taylor Church
VP Production
Film and TV producer. Credits include The Liberator, Takeover, Night of the Cooters.
4 more team members
L.C. Crowley
Co-founder & CEO
Greg Jonkajtys
Co-founder & CCO
Brandon Barr
Co-founder & President, Trioscope Studios
John Evershed
CSO
Chester Roderheaver
CFA & CFO
Abby Sinsheimer
Head of Product
Taylor Church
VP Production

Press

Trioscope Secures Bridge Funding from Krafton - WORLD SCREEN
WORLD SCREEN WORLD SCREEN
·
Dec 13, 2022

Hybrid entertainment and technology company Trioscope (Netflix's The Liberator) has secured a first round of bridge fundi...

John Malkovich's 'A Winter's Journey' Licensing Deal Laun...
Variety Variety
·
Aug 11, 2022

Trioscope has launched its post production tool Trioscope Platform to license its proprietary technology to third-party c...

QUAVO Starring in New Film 'TAKEOVER' from Trioscope and ...
The Hype Magazine
·
Apr 28, 2022

Discover the heartbeat of urban culture with The Hype Magazine! From Hip Hop to Hollywood, delve into a rich tapestry of ...

It's Time to Tear Down the Wall Between Animation and Liv...
Variety Variety
·
Oct 28, 2021

Series like "The Liberator" prove it's time to rethink old pigeonholes and treat animation as a tool for all kinds of sto...

'The Liberator' Producer Trioscope Raises $5M Investment ...
Deadline Deadline
·
Oct 7, 2021

EXCLUSIVE: Trioscope, the company behind Netflix's animated drama The Liberator, has raised over $5M in investments from ...

‘The Liberator’ Studio Launches Proprietary Software Suit...
Animationmagazine Animationmagazine

Trioscope, the cutting-edge company behind The Liberator (Netflix), Night of the Cooters (produced by George R.R. Martin)...

FAQ

How do I earn a return?

How do I earn a return?

We are using Republic's Crowd SAFE security. Learn how this translates into a return on investment here.

What’s my investment being used for?

What’s my investment being used for?

We are building out a 2.0 version of our patented technology with an in-house engineering team. We’re also developing world class IP with our partners such as George RR Martin’s Starport and using a portion of these funds to cover overhead expenses involved in running our business.

How is Trioscope different from a photo editing filter ?

How is Trioscope different from a photo editing filter ?

Trioscope SEE is a professional grade toolset that can be used by compositors who have an active license of Nuke with literally thousands of combinations of tools to create stylization.

How can I use Trioscope’s technology for my own projects?

How can I use Trioscope’s technology for my own projects?

If you are a professional compositor using Nuke, please send us an email at contact@trioscope.co - we offer 30 day free trial licenses to qualified users. We’d love to discuss your project and demo the product for you or your team.

How does Trioscope finance movies and tv shows produced by its in-house studio?

How does Trioscope finance movies and tv shows produced by its in-house studio?

A combination of one or more of the following: equity investment, debt financing, tax credit rebates and pre-sales. The company does not use corporate equity to finance productions.

Still have questions? Check the discussion section.

Risks

The Issuer may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Issuer can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your

failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Issuer may limit the amount of capital it can raise during the Offering by ending the Offering early.

Investors will be unable to declare the Security in “default” and demand repayment.

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Issuer has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may Investors demand payment and even then, such payments will be limited to the amount of cash available to the Issuer.

The amount of capital the Issuer is attempting to raise in this Offering may not be enough to sustain the Issuer’s current business plan.

In order to achieve the Issuer’s near and long-term goals, the Issuer may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Issuer and present and future market conditions. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We may not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.

Unless we increase our authorized capital stock, we may not have enough authorized common stock to be able to obtain funding by issuing shares of our common stock or securities convertible into shares of our common stock. We may also not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of our common stock, including the Securities.

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Issuer is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

We may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

We rely on other companies to provide components and services for our products.

We depend on suppliers and contractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components which meet required specifications and perform to our and our customers’ expectations. Our suppliers may be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two contractors or suppliers for a particular component. Our products may utilize custom components available from only one source. Continued availability of those components at acceptable prices, or at all, may be affected for any number of reasons, including if those suppliers decide to concentrate on the production of common components instead of components customized to meet our requirements. The supply of components for a new or existing product could be delayed or constrained, or a key manufacturing vendor could delay shipments of completed products to us adversely affecting our business and results of operations.

We rely on various intellectual property rights, including trademarks, in order to operate our business.

The Issuer relies on certain intellectual property rights to operate its business. The Issuer’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not

otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

Additionally, one of the risks of the film and television production business is the possibility that others may claim that our productions and production techniques misappropriate or infringe the intellectual property rights of third parties.

The Issuer’s success depends on the experience and skill of the board of directors, its executive officers and key employees.

We are dependent on our board of directors, executive officers and key employees. These persons may not devote their full time and attention to the matters of the Issuer. The loss of our board of directors, executive officers and key employees could harm the Issuer’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions, or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

The use of Individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

The Issuer has the right to extend the Offering Deadline.

The Issuer may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Issuer attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Issuer extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Issuer receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Issuer receives the Target Offering Amount, at which time it will be released to the Issuer to be used as set forth herein. Upon or shortly after the release of such funds to the Issuer, the Securities will be issued and distributed to you.

The industries in which we compete are highly competitive. If we are unable to compete effectively with existing or new competitors, our revenues, market share and profitability could decline.

We are very small and unproven entity as compared to our competitors. As an independent production company, we will compete with major film studios. Most of the major studios are part of large diversified corporate groups with a variety of other operations that can provide both the means of distributing their products and stable sources of earnings

that may allow them better to offset fluctuations in the financial performance of their motion picture, film and television operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production. This may have a material adverse effect on our business, results of operations and financial condition.

The film and television industries are highly competitive. We compete in the U.S. with a wide array of large and small studios, production companies, and other media companies. In addition, we compete with companies focused on building their brands across multiple entertainment and consumer categories. Across our business, we face competitors who are constantly monitoring and attempting to anticipate consumer tastes and trends, seeking ideas which will appeal to consumers, and introducing new film and media that compete with our productions for consumer acceptance.

In addition to existing competitors, the barriers to entry for new participants in the film and television industries are low, and the increasing importance of digital media and the heightened connection between digital media and consumer interest, has further increased the ability for new participants to enter our markets, and has broadened the array of companies we compete with. New participants with a popular film and tv series can gain access to consumers and become a significant source of competition for our film and tv series in a very short period of time. These existing and new competitors may be able to respond more rapidly than us to changes in consumer preferences. Our competitors’ films and tv series may achieve greater market acceptance than our films and tv series and potentially reduce demand for our film and tv series, lower our revenues and lower our profitability.

Business interruptions from circumstances or events out of our control could adversely affect our operations.

Our operations are vulnerable to outages and interruptions due to fire, floods, power loss, telecommunications failures, software or hardware failures, loss of data, security breaches, cyberattacks, personnel misconduct or error, global pandemics, work stoppages and strikes, and similar events beyond its control. A long-term power outage, however, could disrupt its operations. Any losses or damages incurred as a result of such circumstances could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.

Our lack of diversification may make us vulnerable to oversupplies in the market.

Most of the major film studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, which can provide both means of distributing their products and stable sources of earnings that offset fluctuations in the financial performance of their motion picture and television operations. The number of films released by our competitors in any given period may create an oversupply of product in the market, and that may reduce our share of gross box-office admissions and make it more difficult for our films to succeed.

Our operating results depend on product costs, public tastes and promotion success.

We expect to generate our future revenue from the development and production of feature films, tv series, and short form content. Our future revenues will depend upon the timing and the level of market acceptance of our feature films, as well as upon the cost to produce, distribute and promote this content development. The revenues derived from the production of a feature film depend primarily on the feature film’s acceptance by the public, which cannot be predicted and does not necessarily bear a direct correlation to the production costs incurred. The commercial success of a feature film also depends upon promotion and marketing and certain other factors. Accordingly, our revenues are, and will continue to be, extremely difficult to forecast.

A decline in the popularity of entertainment, film and leisure activities could adversely impact our business.

Because our operations are affected by general economic conditions and consumer tastes, our future success is unpredictable. The demand for entertainment, film and leisure activities tends to be highly sensitive to consumers’ disposable incomes, and thus a decline in general economic conditions could, in turn, have a material adverse effect on our business, operating results and financial condition.

Public tastes are unpredictable and subject to change and may be affected by changes in the country’s political and social climate. A change in public tastes could have a material adverse effect on our business, operating results and financial condition.

Success depends on external factors in the film industry.

Operating in the film production industry involves a substantial degree of risk. Each motion picture is a unique piece of art that depends on unpredictable audience reaction to determine commercial success. There can be no assurance that our feature films will be favorably received.

Film Production is a long and uncertain business.

Filmmaking is a lengthy process. As an investing technique, it can take anywhere from three to ten years to yield returns. It is also impossible to forecast the size of these returns. In addition, there is no assurance that the project in which we invest will be successful; the size of a project, the degree of investment, or the names associated with the production are not mitigating factors in and of themselves.

We cannot guarantee we will be successful in producing, distributing, selling, commercializing or exploiting our films, tv series, and short form content, or any products created in connection therewith, or that if we are able to do so, that we will make a profit.

No assurance can be given that we will be successful in producing, distributing, selling, commercializing or exploiting films, tv series, and short form content, or any products created in connection therewith, to our targeted markets. Further, even if we do so, no assurance can be given that that we will generate a profit from such sales. If we cannot generate a profit, we will have to suspend or cease operations and any investor in the us may lose their entire investment.

We may not be able to implement our strategies of entering into the film and television production business effectively or at all.

Our growth strategy depends on our ability to successfully develop films, tv series, and short form content by leveraging the talents of artistic personnel, their experience with film and television production and our to-be- developed proprietary technology. As a company, however, we have not invested capital in the production or distribution of films, tv series, and short form content. Entry into such production business presents significant challenges and subjects our business to significant risks, including those risks set forth below. The inability to successfully manage these challenges could adversely affect our potential success in the production business with respect to films, tv series, and short form content. Such failures would significantly limit our ability to grow our business and could also divert significant resources from our digital production and other businesses.

Our successful entry into the film and television production business faces various risks and challenges, including:

  • the success of our film and television production business will be primarily dependent on audience acceptance of our content, which is extremely difficult to predict;

  • the production and marketing of films, tv series, and short form content is capital-intensive and our capacity to generate cash from our films may be insufficient to meet our anticipated capital requirements;

  • delays and increased expenditures due to creative problems, technical difficulties, talent availability, accidents, natural disasters or other events beyond the control of the production companies and distributors;

  • the entrance of additional studios into the film and television market, which may result in increased competition for us;

  • the costs of producing and marketing films, tv series, and short form content have steadily increased and may increase in the future, which may make it more difficult for us to generate a profit or compete against other content creators;

  • film and television production is subject to seasonal variations based on the timing of other releases, including theatrical motion picture and home entertainment content, and a short-term negative impact on our business during a time of high seasonal demand (such as might result from a natural disaster or a terrorist attack during the time of one of our theatrical or home entertainment releases) could have a disproportionate effect on our results for the year;

  • a strike by one or more of the labor unions or similar groups that provide personnel essential to the production of feature films could delay or halt our proposed production activities; and

  • the profitable distribution of films, tv series, and short form content depends in large part on the availability of one or more capable distributors who are able to arrange for appropriate advertising and promotion, proper release dates, and any decision by those distributors not to distribute or promote our films, tv series, and short form content which we may produce or to promote competitors' content to a greater extent than they promote ours, or our inability to enter into profitable distribution arrangements with such distributors, could have an adverse effect on our proposed production business.

A substantial part of our business relies upon the success and popularity of films, tv series, and short form content. If other forms of entertainment prove to be more attractive to consumers than such content, our growth and operating results could be harmed.

A substantial part of our business relies on the popularity of films, tv series, and short form content. If other forms of content, or other entertainment with which films, tv series, and short form content compete for consumers' leisure time and disposable income, such as digital streaming services, concerts, amusement parks and sporting events, become more popular than films, tv series, and short form content, our business and operating results could be harmed.

We cannot predict the effect that rapid technological change may have on our business or industry.

The entertainment industry in general is rapidly evolving, primarily due to technological developments. The rapid growth of technology and shifting consumer tastes prevent us from being able to accurately predict the overall effect that technological growth may have on our potential revenue and profitability. Furthermore, because we are required to provide advanced digital imagery products to continue to win business we must ensure that our production environment integrates the latest tools and techniques developed in the industry. This requires us to either develop these capabilities by upgrading our own proprietary software, which can result in substantial research and development costs and substantial capital expenditures for new equipment, or to purchase third-party licenses, which can result in significant expenditures. In the event we seek to obtain third-party licenses, we cannot guarantee that they will be available or, once obtained, will continue to be available on commercially reasonable terms, or at all. If we are unable to develop and effectively market new technologies that adequately or competitively address the needs of these changing industries, it could have an adverse effect on our business and growth prospects

Loss of consumer confidence in our company or in our industry may harm our business.

Demand for our services may be adversely affected if consumers lose confidence in the quality of our products and services or the industry's practices. Adverse publicity may discourage businesses from buying advertising for our services, engaging in transactions with us, all of which could have a material adverse effect on our financial condition and results of operations. Various factors may adversely impact our reputation, including product quality inconsistencies or contamination resulting in product recalls. Reputational risks may also arise from our third parties' labor standards, health, safety and environmental standards, raw material sourcing, and ethical standards. We may also be the victim of product tampering or counterfeiting or grey imports. Any litigation, disputes on tax matters and pay structures may subject us to negative attention in the press, which can damage reputation.

If we fail to effectively and efficiently advertise, the growth of our business may be compromised.

The future growth and profitability of our business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our products, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.

State and federal securities laws are complex, and the Issuer could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Issuer has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Issuer may have violated state or federal securities laws, any such violation could result in the Issuer being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Issuer would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Issuer will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts.

In addition, if the Issuer violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Issuer which, among other things, could result in the Issuer having to pay substantial fines and be prohibited from selling securities in the future.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Issuer's management may have broad discretion in how the Issuer uses the net proceeds of the Offering.

Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.

At the conclusion of the Offering, the Issuer shall pay the Intermediary the greater of (A) a fee of seven percent (7%) of the dollar amount raised in the Offering or (B) a cash fee of twelve thousand dollars ($12,000.00); provided, however, the Issuer has paid a $5,000 non-refundable onboarding fee to the Intermediary. The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

The Issuer has the right to limit individual Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.

The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Issuer’s determination.

The Issuer has the right to conduct multiple closings during the Offering.

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.

In connection with investing in this Offering to purchase a Crowd SAFE (Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (the “Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of the Securities or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Securities, and as part of the conversion process the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon conversion of the Securities. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the Securities and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Securities to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distribute, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the Terms of the Securities, the Nominee has the right to place shares received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the equity securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services.

Investors will not become equity holders until the Issuer decides to convert the Securities or until there is a change of control or sale of substantially all of the Issuer’s assets. The Investor may never directly hold equity in the Issuer.

Investors will not have an ownership claim to the Issuer or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Issuer. Investors will not become equity holders of the Issuer unless the Issuer receives a future round of financing great enough to trigger a conversion and the Issuer elects to convert the Securities. The Issuer is under no obligation to convert the Securities. In certain instances, such as a sale of the Issuer or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Issuer. Further, the Investor may never become an equity holder, merely a beneficial owner of an equity interest, should the Issuer or the Nominee decide to move the Crowd SAFE or the securities issuable thereto into a custodial relationship.

Investors will not have voting rights, even upon conversion of the Securities.

Investors will not have the right to vote upon matters of the Issuer even if and when their Securities are converted (the occurrence of which cannot be guaranteed). Under the terms of the Securities, a third-party designated by the Issuer will exercise voting control over the Securities. Upon conversion, the Securities will continue to be voted in line with the designee identified or pursuant to a voting agreement related to the equity securities the Security is converted into. For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would directly or beneficially receive securities in the form of shares of Series B-CF Preferred Stock and such shares would be required to be subject to the terms of the Securities that allows a designee to vote their shares of Series B- CF Preferred Stock consistent with the terms of the Security. Thus, Investors will essentially never be able to vote upon any matters of the Issuer unless otherwise provided for by the Issuer.

Investors will not be entitled to any inspection or information rights other than those required by law.

Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

The Issuer may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.

The Issuer may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Issuer may never undergo a liquidity event such as a sale of the Issuer or an initial public offering. If neither the conversion of the Securities nor a liquidity event occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. If a transfer, resale, assignment or distribution of the Security should occur prior to the conversion of the Security or after, if the Security is still held by the original purchaser directly, the transferee, purchaser, assignee or distributee, as relevant, will be required to sign a new Nominee Rider (as defined in the Security) and provide personally identifiable information to the Nominee sufficient to establish a custodial account at a later date and time. Under the terms of the Securities, the Nominee has the right to place shares received from the conversion of the Security into a custodial relationship with a qualified third party and have said Nominee be listed as the holder of record. In this case, Investors will only have a beneficial interest in the equity securities derived from the Securities, not legal ownership, which may make their resale more difficult as it will require coordination with the custodian and Republic Investment Services. The Securities are not equity interests, have no ownership rights, have no rights to the Issuer’s assets or profits and have no voting rights or ability to direct the Issuer or its actions.

Any equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.

The Issuer’s equity securities will be subject to dilution. The Issuer intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from the conversion of the Securities will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control and economic interests in the Issuer.

The amount of additional financing needed by the Issuer will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Issuer with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Issuer’s needs, the Issuer may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Issuer. There can be no assurance that the Issuer will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities.

In addition, the Issuer has certain equity grants and convertible securities outstanding. Should the Issuer enter into a financing that would trigger any conversion rights, the converting securities would further dilute the equity securities receivable by the holders of the Securities upon a qualifying financing.

Any equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Issuer at the time of conversion.

In the event the Issuer decides to exercise the conversion right, the Issuer will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the First Equity Financing Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the First Equity Financing Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Issuer may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Issuer.

The forgoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the Crowd SAFE agreement, which is attached as Exhibit B.

There is no present market for the Securities and we have arbitrarily set the price.

The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the offering price or at any other price.

In the event of the dissolution or bankruptcy of the Issuer, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.

In the event of the dissolution or bankruptcy of the Issuer, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, including any holders of preferred stock, have been paid in full. No holders of any of the Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Issuer.

While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Issuer does not have sufficient cash on hand, this obligation may not be fulfilled.

Upon the occurrence of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteed if the Issuer does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

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Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Therefore, when you use the Services we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license, passport or other identifying documents.

Republic and its affiliates are not and do not operate or act as a bank. Certain banking services are provided by BankProv, member FDIC / member DIF. FDIC coverage only applies in the event of bank failure. Digital (crypto) assets and investment products are not insured by the FDIC, may lose value, and are not deposits or other obligations of BankProv and are not guaranteed by BankProv. Terms and conditions apply.

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