RISKS RELATED TO OUR BUSINESS
To date, we have not generated revenue, do not foresee generating any revenue in
the near future and therefore rely on external financing.
We are a startup
Company and our business model currently focuses on marketing, hiring key
employees, website development and improvements rather than generating revenue.
While we intend to generate revenue in the future, we cannot assure you when or
if we will be able to do so.
We rely on
external financing to fund our operations. We anticipate, based on our current
proposed plans and assumptions relating to our operations (including the
timetable of, and costs associated with, new product development) that, if the
Minimum Amount is raised in this Offering, it will be sufficient to satisfy our
contemplated cash requirements through approximately 12 months, assuming that we
do not accelerate the development of other opportunities available to us, engage
in an extraordinary transaction or otherwise face unexpected events, costs or
contingencies, any of which could affect our cash requirements.
capital outlays and operating expenditures to increase over the next several
years as we expand our infrastructure, commercial operations, development
activities. Our future funding requirements will depend on many factors,
including but not limited to the following:
The cost of
expanding our operations;
financial terms and timing of any collaborations, licensing or other
arrangements into which we may enter;
The rate of
progress and cost of development activities;
The need to
respond to technological changes and increased competition;
The costs of
filing, prosecuting, defending and enforcing any patent claims and other
intellectual property rights;
marketing efforts to bring these new product candidates to market; and
demand for and market acceptance of our products and technologies.
We may have
difficulty obtaining additional funding and we cannot assure you that additional
capital will be available to us when needed, if at all, or if available, will be
obtained on terms acceptable to us. If we raise additional funds by issuing
additional debt securities, such debt instruments may provide for rights,
preferences or privileges senior to the Securities. In addition, the terms of
the debt securities issued could impose significant restrictions on our
operations. If we raise additional funds through collaborations and licensing
arrangements, we might be required to relinquish significant rights to our
technologies or product candidates, or grant licenses on terms that are not
favorable to us. If adequate funds are not available, we may have to delay,
scale back, or eliminate some of our operations or our research development and
commercialization activities. Under these circumstances, if the Company is
unable to acquire additional capital or is required to raise it on terms that
are less satisfactory than desired, it may have a material adverse effect on its
The Company may not be able to implement its strategy for future growth
limited operating history, the Company has not earned any profits in the past
and does not expect to earn profits in the foreseeable future. A significant
portion of the value of the Shares in the future may depend on the Company's
success in implementing its long-term strategy. The success of such strategy
depends upon a number of factors, both within and beyond the control of the
Company. We believe that the success of the Company in the future will
substantially depend on, among other things, the Company's success in
strengthening its website and the Company's ability to achieve growth in its
advertising revenue. As a result, in addition to those risk factors discussed
elsewhere in this Form C, we believe that the Company's ability successfully to
implement its long-term strategy could be adversely affected.
Company expects to generate revenue from advertising in the future, such revenue
may not be substantial. The ability of the Company to generate and maintain
significant advertising revenue will depend on, among other things:
acceptance of the Internet as an effective and sustainable advertising
development by the Company of a large base of users of its website
possessing demographic characteristics attractive to advertisers; and
effectiveness of advertising delivery, tracking and reporting systems.
We have very 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.
incorporated under the laws of California on 27 September 2016. Accordingly, we
have very limited history upon which an evaluation of our prospects and future
performance can be made. Our proposed operations are subject to all business
risks associated with new enterprises. The likelihood of our creation of a
viable business must be considered in light of the problems, expenses,
difficulties, complications, and delays frequently encountered in connection
with the inception of a business, operation in a competitive industry, and the
continued development of advertising, promotions, and a corresponding client
base. We anticipate that our operating expenses will increase for the near
future. There can be no assurances that we will ever operate profitably. You
should consider the Company's business, operations and prospects in light of the
risks, expenses and challenges faced as an early-stage company.
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 company and present and future market conditions. Our
business currently does not generate any sales and future sources of revenue may
not be sufficient to meet our future capital requirements. 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 development or commercialization programs,
product launches or marketing efforts, any of which may materially harm our
business, financial condition and results of operations.
In order for the Company to compete and grow, it must attract, recruit, retain
and develop the necessary personnel who have the needed experience.
retaining highly qualified personnel is critical to our success. These demands
may require us to hire additional personnel and will require our existing
management personnel to develop additional expertise. We face intense
competition for personnel especially in the wedding service industry. The
failure to attract and retain personnel or to develop such expertise could delay
or halt the development and commercialization of our product candidates. If we
experience difficulties in hiring and retaining personnel in key positions, we
could suffer from delays in product development, loss of customers and sales and
diversion of management resources, which could adversely affect operating
results. Our consultants and advisors may be employed by third parties and may
have commitments under consulting or advisory contracts with third parties that
may limit their availability to us.
We operate in a highly competitive industry.
competition with respect to LGBT wedding services that we may seek to
commercialize in the future. Many of our competitors have significantly greater
financial, technical and human resources than we have and thus may be better
equipped than us to commercialize their services. These competitors also compete
with us in recruiting and retaining qualified personnel. Smaller or early stage
companies may also prove to be significant competitors, particularly through
collaborative arrangements with large and established companies. Accordingly,
our competitors may commercialize products more rapidly or effectively than we
are able to, which would adversely affect our competitive position, the
likelihood that our services will achieve initial market acceptance and our
ability to generate meaningful additional revenues from our products.
In the LGBT
wedding market, we face competition from companies of various scales which
provide different types of wedding services in U.S. Some of our competitors may
have longer operating histories, retail outlets, larger customer bases, more
established brand recognition, more established relationships with clients, and
greater financial, marketing and public relations resources. The wedding service
industry is also an industry with comparatively low entrance barriers as
substantial initial capital investment, industry-specific licence and
professional qualification are not required. We compete on the basis of quality
of services, price and reputation. As we compete with other competitors as well
as new market entrants, our business and results of operations may be adversely
affected in the event that we are not competitive in terms of our pricing, or
there is deterioration in the quality of our services.
We are competing in a very small market segment.
According to a
research report by the Williams Institute, UCLA School of Law in 2015,
approximately 0.3% of adults in U.S. are married to a same-sex spouse, and
another 0.5% identify as being in a same-sex domestic partnership, which
indicates that we are competing in a very small market segment. Furthermore, the
actual percentages of same-sex couples and adults living in a same-sex domestic
partnership in U.S. could be much lower than these estimations and therefore the
actual demand for LGBT wedding services could be even smaller.
We depend on third-party service providers and outsource providers for a variety
of services and we outsource a number of our non-core functions and operations.
instances, we rely on single or limited service providers and outsourcing
vendors because the relationship is advantageous due to quality, price, or lack
of alternative sources. If any of these service was interrupted and we were not
able to find alternate third-party providers, we could experience disruptions in
operations. If outsourcing services are interrupted or not performed or the
performance is poor, this could impact our ability to process, record and report
transactions with our customers and other constituents. Such interruptions in
the provision of services could result in our inability to meet customer demand,
damage our reputation and customer relationships and adversely affect our
Failure of third party suppliers to provide software and hardware components
could affect the business and operations of the Company
We depend on
third party suppliers of software and hardware components. The failure of our
suppliers to meet increasing demand may prevent them from supplying the Company
with components and products as and when the Company requires them. Our
inability to develop alternative sources for such software and hardware could
delay and increase the cost of expanding its network infrastructure and could
adversely affect the operating efficiency and results of operations of the
Company by, among other things, impairing the our ability to execute its
strategy of rapidly increasing its market share.
We rely on software and hardware systems that may be susceptible to failure and
failure or inadequacy that causes interruptions in the availability of services
of the Company, or delays the response time of the Company's services, as a
result of increased traffic or otherwise, could reduce user satisfaction, future
traffic and the attractiveness of the Company's services to advertisers and
consumers. The Company has configured its system to enhance its scaling
capabilities with a view to being able to accommodate the increasing number of
its portals and traffic. However, there can be no assurance that the Company
will be able to scale systems proportionately. Hosting service providers, ISPs
and other website operators have experienced significant system failures and
electrical outages in the past. The Company is also dependent upon hosting
service providers, ISPs and other website operators in U.S. and elsewhere. Users
of the Company's website have experienced difficulties in the past due to system
failures unrelated to systems and services of the Company.
use of the Company's Internet services could jeopardise the security of
confidential information stored in the Company's computer systems, which may
cause losses to the Company. Inappropriate use of the Internet includes
attempting to gain unauthorised access to information or systems commonly known
as “cracking” or “hacking.” Although the Company has implemented security
measures to protect the Company's facilities, such measures may possibly be
circumvented. Alleviating problems caused by computer viruses or other
inappropriate uses or security breaches may also require interruptions, delays
or cessation in the Company's services. The Company does not carry "errors and
omissions" or other insurance covering losses or liabilities caused by computer
viruses or security breaches.
Our business could be negatively impacted by cyber security threats, attacks and
Like others in
our industry, we continue to face advanced and persistent attacks on our
information infrastructure where we manage and store various proprietary
information and sensitive and 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.
If we do not respond to technological changes or upgrade our website and
technology systems, our growth prospects and results of operations could be
competitive, we must continue to enhance and improve the functionality and
features of our website and technology infrastructure. As a result, we will need
to continue to improve and expand our hosting and network infrastructure and
related software capabilities. These improvements may require greater levels of
spending than we have experienced in the past. Without such improvements, our
operations might suffer from unanticipated system disruptions, slow application
performance or unreliable service levels, any of which could negatively affect
our reputation and ability to attract and retain customers and contributors.
Furthermore, in order to continue to attract and retain new customers, we are
likely to incur expenses in connection with continuously updating and improving
our user interface and experience. We may face significant delays in introducing
new services, products and enhancements. If competitors introduce new products
and services using new technologies or if new industry standards and practices
emerge, our existing website and our proprietary technology and systems may
become obsolete or less competitive, and our business may be harmed. In
addition, the expansion and improvement of our systems and infrastructure may
require us to commit substantial financial, operational and technical resources,
with no assurance that our business will improve.
We rely on a small number of customers and business partners
limited operating history of the Company's business, it has only contracted with
a relatively small number of customers and business partners. If we are not able
to expand its customer base or if it encounters difficulty in sourcing business
partners, the operation and profitability of the Company may be adversely
The use of individually identifiable data by our business, our business
associates and third parties is regulated at the state, federal and
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. 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.
Through our operations, we collect and store certain personal information that
our customers provide to purchase products or services, enroll in promotional
programs, register on our web site, or otherwise communicate and interact with
We may share
information about such persons with vendors that assist with certain aspects of
our business. Security could be compromised and confidential customer or
business information misappropriated. Loss of customer or business information
could disrupt our operations, damage our reputation, and expose us to claims
from customers, business partners and other persons, any of which could have an
adverse effect on our business, financial condition and results of operations.
In addition, compliance with tougher privacy and information security laws and
standards may result in significant expense due to increased investment in
technology and the development of new operational processes.
Security breaches and other disruptions could compromise our information and
expose us to liability, which would cause our business and reputation to suffer.
We collect and
store sensitive data, including intellectual property, our proprietary business
information and that of our customers, business partners, and personally
identifiable information of our customers and employees, in our data centers and
on our networks. The secure processing, maintenance and transmission of this
information is critical to our operations and business strategy. Despite our
security measures, our information technology and infrastructure may be
vulnerable to attacks by hackers or breached due to employee error, malfeasance
or other disruptions. Any such breach could compromise our networks and the
information stored there could be accessed, publicly disclosed, lost or stolen.
Any such access, disclosure or other loss of information could result in legal
claims or proceedings, liability under laws that protect the privacy of personal
information, and regulatory penalties, disrupt our operations and the services
we provide to customers, and damage our reputation, and cause a loss of
confidence in our products and services, which could adversely affect our
business/operating margins, revenues and competitive position.
An intentional or unintentional disruption, failure, misappropriation or
corruption of our network and information systems could severely affect our
Such an event
might be caused by computer hacking, computer viruses, worms and other
destructive or disruptive software, "cyber attacks" and other malicious
activity, as well as natural disasters, power outages, terrorist attacks and
similar events. Such events could have an adverse impact on us and our
customers, including degradation of service, service disruption, excessive call
volume to call centers and damage to our plant, equipment and data. In addition,
our future results could be adversely affected due to the theft, destruction,
loss, misappropriation or release of confidential customer data or intellectual
property. Operational or business delays may result from the disruption of
network or information systems and the subsequent remediation activities.
Moreover, these events may create negative publicity resulting in reputation or
brand damage with customers.
The Company's success depends on the experience and skill of the board of
directors, its executive officers and key employees.
the Company is dependent on Kimberly Vaughan, who is the CEO of the Company. The
Company has or intends to enter into employment agreements with Kimberly
although there can be no assurance that it will do so or that they will continue
to be employed by the Company for a particular period of time. The loss of
Kimberly or any member of the board of directors or executive officer could harm
the Company's business, financial condition, cash flow and results of
We rely on various intellectual property rights, including trademarks and
copyrights in order to operate our business.
intellectual property rights, however, 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. In some circumstances, enforcement may not be available to us
because an infringer has a dominant intellectual property position or for other
business reasons. 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 Internet space 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.
From time to time, third parties may claim that one or more of our products or
services infringe their intellectual property rights.
Any dispute or
litigation regarding patents or other intellectual property could be costly and
time-consuming due to the complexity and uncertainty of intellectual property
litigation and could divert our management and key personnel from our business
operations. A claim of intellectual property infringement could force us to
enter into a costly or restrictive license agreement, which might not be
available under acceptable terms or at all, could require us to redesign our
products, which would be costly and time-consuming, and/or could subject us to
an injunction against development and sale of certain of our products or
services. We may have to pay substantial damages, including damages for past
infringement if it is ultimately determined that our product candidates infringe
a third party's proprietary rights. Even if these claims are without merit,
defending a lawsuit takes significant time, may be expensive and may divert
management's attention from other business concerns. Any public announcements
related to litigation or interference proceedings initiated or threatened
against as could cause our business to be harmed. Our intellectual property
portfolio may not be useful in asserting a counterclaim, or negotiating a
license, in response to a claim of intellectual property infringement. In
certain of our businesses we rely on third party intellectual property licenses
and we cannot ensure that these licenses will be available to us in the future
on favorable terms or at all.
Although dependent on certain key personnel, the Company does not have any key
man life insurance policies on any such people.
The Company is
dependent on Kimberly in order to conduct its operations and execute its
business plan, however, the Company has not purchased any insurance policies
with respect to those individuals in the event of their death or disability.
Therefore, in any of Kimberly die or become disabled, the Company will not
receive any compensation to assist with such person's absence. The loss of such
person could negatively affect the Company and its operations.
We have not prepared any audited financial statements.
have no audited financial information regarding the Company's capitalization or
assets or liabilities on which to make your investment decision. If you feel the
information provided is insufficient, you should not invest in the Company.
We are subject to income taxes as well as non-income based taxes, such as
payroll, sales, use, value-added, net worth, property and goods and services
taxes, in both the US.
judgment is required in determining our provision for income taxes and other tax
liabilities. In the ordinary course of our business, there are many transactions
and calculations where the ultimate tax determination is uncertain. Although we
believe that our tax estimates are reasonable: (i) there is no assurance that
the final determination of tax audits or tax disputes will not be different from
what is reflected in our income tax provisions, expense amounts for non-income
based taxes and accruals and (ii) any material differences could have an adverse
effect on our financial position and results of operations in the period or
periods for which determination is made.
We are not subject to Sarbanes-Oxley regulations and lack the financial controls
and safeguards required of public companies.
We do not have
the internal infrastructure necessary, and are not required, to complete an
attestation about our financial controls that would be required under Section
404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are
no significant deficiencies or material weaknesses in the quality of our
financial controls. We expect to incur additional expenses and diversion of
management's time if and when it becomes necessary to perform the system and
process evaluation, testing and remediation required in order to comply with the
management certification and auditor attestation requirements.
Fluctuations in the mix of customer demand for our services could impact our
financial performance and ability to forecast performance.
fluctuations in customer needs, changes in customer preferences, and general
economic conditions, customer demand for the range of our services varies from
time to time and is not predictable. In addition, our gross margins vary by
customer and by segment and the mix of services provided to our customers could
impact our results of operations as certain of our customers and segments have
different gross margin profiles. As a result, the mix of solutions we provide to
our customers varies at any given time, both within a quarter and from
quarter-to-quarter. These variations in service mix impact gross margins and the
predictability of gross margins for any period.
Our operating results may fluctuate due to factors that are difficult to
forecast and not within our control.
operating results may not be accurate indicators of future performance, and you
should not rely on such results to predict our future performance. Our operating
results could fluctuate in the future. Factors that may contribute to
aggregate capital spending, cyclicality and other economic conditions, or
domestic and international demand in the industries we serve;
to effectively manage our working capital;
to satisfy consumer demands in a timely and cost-effective manner;
availability of labor and materials;
inability to adjust certain fixed costs and expenses for changes in demand;
geographic concentration of customers, supplies and labor pools; and
fluctuations in demand and our revenue.
If we fail to attract and retain enough sufficiently trained personnel to
support our operations, our business and results of operations will be seriously
depends to a significant extent on our ability to attract, hire, train and
retain qualified managerial, sales and marketing personnel. For example, we rely
on our sales and marketing personnel to come up with innovative ways to generate
demand for our products. Competition for these types of personnel is intense.
Our failure to attract, train and retain the personnel we require to conduct
and expand our operations successfully would seriously harm our business and
results of operations. Furthermore, a significant increase in the attrition rate
among our staff could decrease our operating efficiency and productivity.
We may be adversely affected by cyclicality, volatility or an extended downturn
in the United States, or in or related to the industries we serve.
Our revenues are
generated primarily from servicing customers seeking to hire qualified
professionals in the wedding industry. Demand for these professionals tends to
be tied to economic and business cycles. Increases in the unemployment rate and
other vertical industries we serve, cyclicality or an extended downturn in the
economy could cause our revenues to decline. Therefore, our operating results,
business and financial condition could be significantly harmed by an extended
economic downturn or future downturns, especially in regions or industries where
our operations are heavily concentrated. Further, we may face increased pricing
pressures during such periods as customers seek to use lower cost or fee
services, which may adversely affect our financial condition and results of
We are subject to dependence on new product development.
Our industry is
characterized by new product and service introductions and enhancements,
continually evolving business expectations and swift changes. To compete
effectively in such markets, we must continually improve and enhance its
products and services and develop new services that satisfy increasing customer
expectations and compete effectively on the basis of performance and price. Our
success will also depend substantially upon our ability to anticipate, and to
adapt our products and services to our collaborative partner's preferences.
There can be no assurance that we will be able to respond with improved or new
products, services, and technology that satisfy evolving customers'
expectations. Failure to acquire, develop or introduce new products, services,
and enhancements in a timely manner could have an adverse effect on our business
and results of operations. Also, to the extent one or more of our competitors
introduces products and services that better address a customer's needs, our
business would be adversely affected.
Failure to obtain new clients or renew client contracts on favorable terms could
adversely affect results of operations.
We may face
pricing pressure in obtaining and retaining our clients. Our clients may be able
to seek price reductions from us when they renew a contract, when a contract is
extended, or when the client's business has significant volume changes. They may
also reduce services if they decide to move services in-house. On some
occasions, this pricing pressure results in lower revenue from a client than we
had anticipated based on our previous agreement with that client. This reduction
in revenue could result in an adverse effect on our business and results of
operations. Further, failure to renew client contracts on favorable terms could
have an adverse effect on our business. If we are not successful in achieving a
high rate of contract renewals on favorable terms, our business and results of
operations could be adversely affected.
We may rely on subcontractors and partners to provide customers with a
single-source solution or we may serve as a subcontractor to a third party prime
From time to
time, we may engage subcontractors, teaming partners or other third parties to
provide our customers with a single-source solution for a broader range of
service needs. Similarly, we are and may in the future be engaged as a
subcontractor to a third party prime contractor. Subcontracting arrangements
pose unique risks to us because we do not have control over the customer
relationship, and our ability to generate revenue under the subcontract is
dependent on the prime contractor, its performance and relationship with the
customer and its relationship with us. While we believe that we perform
appropriate due diligence on our prime contractors, subcontractors and teaming
partners and that we take adequate measures to ensure that they comply with the
appropriate laws and regulations, we cannot guarantee that those parties will
comply with the terms set forth in their agreements with us (or in the case of a
prime contractor, their agreement with the customer), or that they will be
reasonable in construing their contractual rights and obligations, always act
appropriately in dealing with us or customers, provide adequate service, or
remain in compliance with the relevant laws, rules or regulations. We may have
disputes with our prime contractors, subcontractors, teaming partners or other
third parties arising from the quality and timeliness of work being performed,
customer concerns, contractual interpretations or other matters. We may be
exposed to liability if we lose or terminate a subcontractor or teaming partner
due to a dispute, and subsequently have difficulty engaging an appropriate
replacement or otherwise performing their functions in-house, such that we fail
to fulfill our contractual obligations to our customer. In the event a prime
contract, under which we serve as a subcontractor, is terminated, whether for
non-performance by the prime contractor or otherwise, then our subcontract will
similarly terminate and we could face contractual liability and the resulting
contract loss could adversely affect our business and results of operations.
Our business and financial condition may be impacted by military actions, global
terrorism, natural disasters and political unrest.
actions, global terrorism, natural disasters and political unrest are among the
factors that may adversely impact regional and global economic conditions and
our clients' ability, capacity and need to use our services. Additionally,
hurricanes or other unanticipated catastrophes, both in the U.S. and globally,
could disrupt our operations and negatively impact our business as well as
disrupt our clients' businesses, which may result in a further adverse impact on
our business. As a result, significant disruptions caused by such events could
materially and adversely affect our business and financial condition.
The Company could be negatively impacted if found to have infringed on
intellectual property rights.
offering services over the internet frequently enter into litigation based on
violations of intellectual property rights. As the Company grows, the
intellectual property rights claims against it will likely increase. The
plaintiffs in these actions frequently seek injunctions and substantial damages.
Regardless of the scope or validity of such intellectual property rights, or the
merits of any claims by potential or actual litigants, the Company may have to
engage in protracted litigation. If the Company is found to infringe one or more
intellectual property rights, it may be required to pay substantial damages or
royalties to a third-party, or it may be subject to a temporary or permanent
injunction prohibiting the Company from marketing or selling certain products
and services. In certain cases, the Company may consider the desirability of
entering into licensing agreements, although no assurance can be given that such
licenses can be obtained on acceptable terms or that litigation will not occur.
These licenses may also significantly increase the Company's operating expenses.
the merit of particular claims, litigation may be expensive, time-consuming,
disruptive to the Company's operations and distracting to management. In
recognition of these considerations, the Company may enter into arrangements to
settle litigation. If one or more legal matters were resolved against the
Company's consolidated financial statements for that reporting period could be
materially adversely affected. Further, such an outcome could result in
significant compensatory, punitive or trebled monetary damages, disgorgement of
revenue or profits, remedial corporate measures or injunctive relief against the
Company that could adversely affect its financial condition and results of
Indemnity provisions in various agreements potentially expose us to substantial
liability for intellectual property infringement and other losses.
with advertisers, advertising agencies, customers and other third parties may
include indemnification provisions under which we agree to indemnify them for
losses suffered or incurred as a result of claims of intellectual property
infringement, damages caused by us to property or persons, or other liabilities
relating to or arising from our products, services or other contractual
obligations. The term of these indemnity provisions generally survives
termination or expiration of the applicable agreement. Large indemnity payments
would harm our business, financial condition and results of operations. In
addition, any type of intellectual property lawsuit, whether initiated by us or
a third party, would likely be time consuming and expensive to resolve and would
divert management's time and attention.
We rely heavily on our intellectual property, but we may be unable to adequately
or cost-effectively protect or enforce our intellectual property rights, thereby
weakening our competitive position and increasing operating costs.
To protect our
rights in our products and services, we rely on a combination of copyright and
trademark laws, trade secrets, confidentiality agreements with employees and
third parties, and protective contractual provisions. We also rely on laws
pertaining to trademarks and domain names to protect the value of our corporate
brands and reputation. Despite our efforts to protect our proprietary rights,
unauthorized parties may copy aspects of our products and services, obtain and
use information, marks, or products that we regard as proprietary, or otherwise
violate or infringe our intellectual property rights. In addition, it is
possible that others could independently develop substantially equivalent
intellectual property. If we do not effectively protect our intellectual
property, or if others independently develop substantially equivalent
intellectual property, our competitive position could be weakened.
policing the unauthorized use of our products and services is time-consuming and
costly, and the steps taken by us may not prevent misappropriation of our
products and services or other proprietary assets. The efforts we have taken to
protect our proprietary rights may not be sufficient or effective, and
unauthorized parties may copy aspects of our services, use similar marks or
domain names, or obtain and use information, marks, or products that we regard
as proprietary. We may have to litigate to enforce our intellectual property
rights, to protect our trade secrets, or to determine the validity and scope of
others' proprietary rights, which are sometimes not clear or may change.
Litigation can be time consuming and expensive, and the outcome can be difficult
We rely on agreements with third parties to provide certain services, goods,
technology, and intellectual property rights necessary to enable us to implement
some of our applications.
Our ability to
implement and provide our applications and services to our clients depends, in
part, on services, goods, technology, and intellectual property rights owned or
controlled by third parties. These third parties may become unable to or refuse
to continue to provide these services, goods, technology, or intellectual
property rights on commercially reasonable terms consistent with our business
practices, or otherwise discontinue a service important for us to continue to
operate our applications. If we fail to replace these services, goods,
technologies, or intellectual property rights in a timely manner or on
commercially reasonable terms, our operating results and financial condition
could be harmed. In addition, we exercise limited control over our third-party
vendors, which increases our vulnerability to problems with technology and
services those vendors provide. If the services, technology, or intellectual
property of third parties were to fail to perform as expected, it could subject
us to potential liability, adversely affect our renewal rates, and have an
adverse effect on our financial condition and results of operations.
Cyclical and seasonal fluctuations in internet usage may have an effect on our
and seasonal fluctuations in internet usage may affect our business. Internet
usage generally slows during the summer months, and queries typically increase
significantly in the fourth quarter of each year. These seasonal trends may
cause fluctuations in our quarterly results, including fluctuations in revenues.
We need to rapidly and successfully develop and introduce new products and
services in a competitive, demanding and rapidly changing environment.
To succeed in
our intensely competitive industry, we must continually improve, refresh and
expand our products and services and keep pace with price-to-performance gains
in the industry. In addition, bringing new products and services to the market
entails a costly and lengthy process, and requires us to accurately anticipate
customer needs. We must continue to respond to market demands and develop
leading products and services, or our business operations may be adversely
Our efforts to develop and introduce new products and services may require
significant investments of capital and employee resources. In addition, many of
our products and services are used with products and services offered by third
parties and, in the future, some of these vendors of products and services may
become less willing to provide us with access to their products and services,
marketing and sales support. As a result of these and other factors, our ability
to introduce new or improved products and services could be adversely impacted
and our business would be negatively affected.
Industry consolidation may result in increased competition, which could result
in a loss of customers or a reduction in revenue.
Some of our
competitors have made or may make acquisitions or may enter into partnerships or
other strategic relationships to offer more comprehensive services than they
individually had offered or achieve greater economies of scale. In addition, new
entrants not currently considered to be competitors may enter our market through
acquisitions, partnerships or strategic relationships. We expect these trends to
continue as companies attempt to strengthen or maintain their market positions.
The potential entrants may have competitive advantages over us, such as greater
name recognition, longer operating histories, more varied services and larger
marketing budgets, as well as greater financial, technical and other resources.
The companies resulting from combinations or that expand or vertically integrate
their business to include the market that we address may create more compelling
service offerings and may offer greater pricing flexibility than we can or may
engage in business practices that make it more difficult for us to compete
effectively, including on the basis of price, sales and marketing programs,
technology or service functionality. These pressures could result in a
substantial loss of our customers or a reduction in our revenue.
RISKS RELATED TO THE INDUSTRY
Our future success depends on our ability to meet customer expectations and
anticipate and respond to changing customer preferences.
success depends to a large extent on our ability to offer wedding services for
LGBT persons based on changing market trends and changing tastes, and other
preferences of our target customers. The wedding service industry is
characterised by the continuous introduction of new concepts and is subject to
rapidly changing customer preferences. If we are unable to identify new customer
trends or preferences and develop new products and services accordingly, or if
we lag behind our competitors in introducing and developing new or popular
products or services that appeal to our customers, our business and results of
operations may be adversely affected.
Moreover, changing customer preferences may require us to incur significant
costs to survey and research customer trends and preferences as well as develop
and market new wedding services, which may place substantial strain on our
managerial and financial resources.
Our operations are subject to federal laws and regulations regarding same-sex
marriage and these laws and regulations may change in the future.
On 26 June 2015,
the U.S. Supreme Court ruled 5–4 in Obergefell v. Hodges that states cannot
prohibit the issuing of marriage licenses to same-sex couples, or to deny
recognition of lawfully performed out-of-state marriage licenses to same-sex
couples. This ruling invalidated same-sex marriage bans in any U.S. State and
certain territories. Prior to this ruling, same-sex marriages were legally
performed in 37 U.S. states, the District of Columbia, Guam as well as some
Native American tribes. However, since federal laws and regulations regarding
same-sex marriage are relatively new and the related laws and regulations may
evolve rapidly, the interpretations of the related laws and regulations are not
always uniform and the enforcement of these laws and regulations involves
uncertainties. We cannot predict the effect of future developments in federal
laws and regulations regarding same-sex marriage, including an overturn of
Supreme Court's gay marriage ruling, the promulgation of new laws, new court
rulings, changes to existing laws or the interpretation or enforcement thereof,
the preemption of local regulations by national laws due to changing political
sentiments, legislation, policy changes or voter-based initiatives.
Our business depends on our ability to establish and maintain strategic
relationships with our partners.
depends on our ability to establish new and maintain current strategic
relationships with our business partners. Failure to do so could delay or halt
the development and commercialization of our products, which may have a material
adverse effect on our business. To maintain our current strategic relationships
with the LGBT wedding service providers is critical to us as these relationships
will enable us to extend the reach of our wedding products and services to
potential clients; further enhance our brand in the U.S.; and generate revenue
and cash flows. Entering into strategic relationships is complicated and
difficult because strategic partners may decide to compete with us in some or
all of our markets. Furthermore, we may not be able to maintain or establish
strategic relationships with our existing and potential business partners in the
wedding service industry if we conduct business with their competitors.
RISKS RELATED TO THE SECURITIES
The Common Stock will be "restricted securities" as defined by the SEC and will
not be freely tradable.
You should be
aware of the long-term nature of this investment. There is not now and likely
will not be a public market for the Common Stock. Because the Common Stock have
not been registered under the Securities Act or under the securities laws of any
state or non-United States jurisdiction, the Common Stock are "restricted
securities" and cannot be resold in the United States except as permitted under
the Securities Act and applicable state securities laws, pursuant to
registration thereunder or exemption from such registration. It is not currently
contemplated that registration under the Securities Act or other securities laws
will be effected. Limitations on the transfer of the Common Stock may also
adversely affect the price that you might be able to obtain for the Common Stock
in a private sale. Purchasers should be aware of the long-term nature of their
investment in the Company. Each Purchaser in this Offering will be required to
represent that it is purchasing the Securities for its own account, for
investment purposes and not with a view to resale or distribution thereof.
Neither the Offering nor the Securities have been registered under federal or
state securities laws, leading to an absence of certain regulation applicable to
agency has reviewed or passed upon this Offering, the Company or any Securities
of the Company. The Company has not registered this Offering under the
Securities Act in reliance on exemptions from such registration. The Company
also has relied on exemptions from securities registration requirements under
applicable state securities laws. Investors in the Company, therefore, will not
receive any of the benefits that such registration would otherwise provide.
Prospective investors must therefore assess the adequacy of disclosure and the
fairness of the terms of this offering on their own or in conjunction with their
No Guarantee of Return on Investment There is no assurance that a Purchaser will
realize a return on its investment or that it will not lose its entire
For this reason,
each Purchaser should read the Memorandum and all Exhibits carefully and should
consult with its own attorney and business advisor prior to making any
A majority of the Company is owned by a small number of owners.
Prior to the
offering a majority of the Company is owned by a small number of people. Subject
to any fiduciary duties owed to our other owners or investors under California
law, these owners may be able to exercise significant influence over matters
requiring owner approval, including the election of directors or managers and
approval of significant Company transactions, and will have significant control
over the Company's management and policies. Some of these persons may have
interests that are different from yours. For example, these owners may support
proposals and actions with which you may disagree. The concentration of
ownership could delay or prevent a change in control of the Company or otherwise
discourage a potential acquirer from attempting to obtain control of the
Company, which in turn could reduce the price potential investors are willing to
pay for the Company. In addition, these owners could use their voting influence
to maintain the Company's existing management, delay or prevent changes in
control of the Company, or support or reject other management and board
proposals that are subject to owner approval.
The Company has the right to extend the Offering deadline.
The Company 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 Company
attempts to raise the Minimum Amount even after the Offering deadline stated
herein is reached. 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 Company receiving the Minimum Amount, at which time it will
be returned to you without interest or deduction, or the the Company receives
the Minimum Amount, at which time it will be released to the Company to be used
as set forth herein. Upon or shortly after release of such funds to the Company,
the Securities will be issued and distributed to you.
There is no present market for the Securities and we have arbitrarily set the
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 net worth or prior earnings. We cannot assure
you that the Securities could be resold by you at the Offering price or at any
Your ownership of the shares of stock will be subject to dilution.
Owners of do not
have preemptive rights. If the Company conducts subsequent offerings of or
securities convertible into , issues shares pursuant to a compensation or
distribution reinvestment plan or otherwise issues additional shares, investors
who purchase shares in this offering who do not participate in those other stock
issuances will experience dilution in their percentage ownership of the
Company's outstanding shares. Furthermore, shareholders may experience a
dilution in the value of their shares depending on the terms and pricing of any
future share issuances (including the shares being sold in this offering) and
the value of the Company's assets at the time of issuance.
The Securities will be equity interests in the Company and will not constitute
will rank junior to all existing and future indebtedness and other non-equity
claims on the Company with respect to assets available to satisfy claims on the
Company, including in a liquidation of the Company. Additionally, unlike
indebtedness, for which principal and interest would customarily be payable on
specified due dates, there will be no specified payments of dividends with
respect to the Securities and dividends are payable only if, when and as
authorized and declared by the Company and depend on, among other matters, the
Company's historical and projected results of operations, liquidity, cash flows,
capital levels, financial condition, debt service requirements and other cash
needs, financing covenants, applicable state law, federal and state regulatory
prohibitions and other restrictions and any other factors the Company's board of
directors deems relevant at the time. In addition, the terms of the Securities
will not limit the amount of debt or other obligations the Company may incur in
the future. Accordingly, the Company may incur substantial amounts of additional
debt and other obligations that will rank senior to the Securities.
There can be no assurance that we will ever provide liquidity to Purchasers
through either a sale of the Company or a registration of the Securities.
There can be no
assurance that any form of merger, combination, or sale of the Company will take
place, or that any merger, combination, or sale would provide liquidity for
Purchasers. Furthermore, we may be unable to register the Securities for resale
by Purchasers for legal, commercial, regulatory, market-related or other
reasons. In the event that we are unable to effect a registration, Purchasers
could be unable to sell their Securities unless an exemption from registration
1. ^ Gary J.
Gates and Frank Newport (April 24, 2015). "An
Estimated 780,000 Americans in Same-Sex Marriages".
The Williams Institute, UCLA School of Law.