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$500 Investment Tier

$500
  • 100 Shares
  • 1st Year Annual Membership
  • Beer or Coffee Mug

2.5k Investment Tier

$2,500
  • 500 Shares
  • Two Year Annual Membership
  • Beer Mug
  • Wine Glass

5k Investment Tier

$5,000
  • 1,000 Shares
  • Three Year Annual Membership
  • Beer Mug
  • Wine Glass
  • Coffee Mug

10k Investment Tier

$10,000
  • 2,000 Shares
  • Four Year Annual Membership
  • Beer Mug
  • Wine Glass
  • Coffee Mug
  • T-shirt & Sweater

15k Investment Tier

$15,000
  • 3,000 Shares
  • Five Year Annual Membership
  • Beer Mug
  • Wine Glass
  • Coffee Mug
  • T-shirt & Sweater
  • Dog Bandanna & hairbow / bowtie

25k+ Investment Tier

$25,000
  • 5,000 Shares
  • Lifetime Annual Membership
  • Beer Mug
  • Wine Glass
  • Coffee Mug
  • T-shirt & Sweater
  • Dog Bandanna & hairbow / bowtie
  • 2 x 3 Pet Portrait

PERCENT IN COMMITTED FUNDING

80%
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We love visiting dog parks with our dogs. Most parks are beautiful, the people are great, and the variety of dogs and social interaction has been a good experience. But after years of visiting, we kept encountering the same problem over and over again. We realized that the entire experience lacked activities that we value in our everyday lives.

We imagined sipping a cold glass of beer or white wine on a warm summer day while watching our dogs run. We dreamed of having a hot coffee or comforting glass of red wine while we cozied up on a bench meeting other dog lovers or catching up on the latest news on our phones. We had the constant guilty feeling of leaving our dogs at home for hours during the work week while we went out to eat, and experienced cutting short late evening dog park outings due to lack of safe lighting and basic bathroom needs. So we decided to do something about it and create a hangout for your dog and their best friend.
In California we are developing the first outdoor dog-centric community for dogs and their best friends that will feature a pub and an off-leash area for dogs. The launch will be out of Sacramento. The outdoor dog-centric park pub will serve coffee, beer, wine, and basket food accompanied with a large off-leash area for dog members. Customers can enjoy food and beverages and paid members also have the option of allowing their dog to use the off the leash area. To the best of our knowledge, this will be the first such concept in California. As the open date gets closer, every dog and their best friend will have a few things on their mind: So toss that leash, enjoy a beverage and a tasty meal. The pub will have cold beer, soothing wine, hot coffee, incredible food, and a safe and enjoyable atmosphere that will be unmatched anywhere else within California. The Company welcomes all dogs: shaggy, furry, hairy, big, small, skinny, fluffy. We are more than “dog-friendly.” Dogs are the heart and center of our business!

In 2018 we signed a land lease in Sacramento California and in late October we hit a huge milestone, receiving Planning approval from the City of Sacramento to develop California’s first dog-centric park pub. As we wait for Environmental Health and our Building Permits we are working hard behind the scenes to create the coolest and most convenient dog park experience Californians.

We are on the home stretch of developing a new platform for the food and beverage industry and have reached that pivotal milestone in our funding for our 1st location.  We are providing a Direct Public Offering, an equity crowdfunding platform for California residents, to invest and get in on the ground floor of a booming dog industry and California’s most unique concept.  Our SCOR application, also known as a Small Corporate Offering Registration was approved by the California Department of Business Oversight in mid-April.

We are excited to offer this public investment opportunity as we believe Mutts and Mugs should be run by folks who are passionate about dogs, love start-ups, and excited about dog-centric community spaces.  As we paw our way forward,  unlike other equity crowdfunding offerings, our Direct Public Offering allows us to create our own investment platform and to receive investments from hard working California residents direct without paying fees for 3rd party sites to manage our shareholders. This investment approach will help accelerate our expansion to small, medium, and larger communities within California.  Our investment opportunity is live and ends on October 22, 2019. If you have further questions please feel free to contact us at admin@muttsandmugsparkpub.com

Alejandro – Chief Mugs Officer

Alejandro is from Sacramento. He left to attend UC Riverside where he obtained a degree in Psychology. After college he work for a very small mutual fund company, American Funds. Soon after he obtained his MBA from Ithaca College in Upstate New York. Returning to California he worked as Green Dot’s Process Improvement Manager and worked in the New Products Change Management group for Oaktree Capital Management. He then discovered he had one life to live, and decided to follow his passion.


Lauren – Chief Mutts Officer

Lauren, a California native, attended UC Irvine, receiving a double degree in Political Science and English.. Her first job out of college was also for a very small mutual fund company, American Funds. After a few years, she left to pursue her law degree from Syracuse University. She returned to California and was the General Counsel for Collection Technology Inc. and is now working as the Compliance Counsel for Performance Financial Services in the Bay Area. Lauren then discovered she had one life to live, and decided to follow her passion.


Dawn Rogers – Certified Public Accountant

Dawn has been working in Accounting for 15+ years and helped Mutts and Mugs with its review in preparation for its Direct Public Offering – Small Corporate Offering Registration filing.


Vucurevich Simons Advisory Group – Food & Beverage Partner

VSAG will be side by side with Mutts and Mugs in helping to deliver a yummy food menu. Their reputation is based on the ability to recognize and balance all components of the business, the brand, the operating model, and the right strategy.


Schinner & Shain, LLP – Law Firm

Schinner & Shain is a full-service law firm comprised of dynamic transactional and litigation attorneys, serving clients from its offices in San Francisco and Malibu. The firm tailors innovative legal solutions to meet the needs of its clients and providing the individualized attention for which the firm is revered. They approach the practice of law by providing personal, high quality, aggressive, creative and business-oriented legal services. Their philosophy in providing these services is simple: Provide the best legal service in the most cost-effective and timely manner.

 

Tom Pyrkanowski – Vucurevich Simons Advisory Group

From his first foray into the restaurant industry as a dishwasher at a local restaurant in his early teens to his work today as head of VSAG’s global restaurant and hospitality consulting team, Tom has made a career of excellent service, and operational management, development, and growth.

Segueing his dishwashing experience to front of house work as a server and bartender, then making his way back to the kitchen as a chef, Tom realized his passion for the industry and wanted to up his professional proficiency ante. His next step? Tom went on to double major and earn degrees in Culinary Arts & Food Service Management and Marketing at Johnson & Wales University.

Soon, staff positions as director of operations for a hotel and resorts enterprise, vice president of F&B and hotel operations, a brand leader role for a flourishing franchise company, and a senior vice president position of franchise operations, where Tom oversaw the operations of 1100 hotels and 13 brands, all followed to shape Tom’s extensive and varied professional path.

Tom has strengths in business development, growth, and strategic planning, and is committed to developing team leaders, and excellence in operational service and overall performance. Applying his breadth of experience to steward our restaurant and hospitality clients to better their business is only the beginning of what Tom brings to our VSAG table.  Mutts and Mugs is thrilled to have Tom onboard!  Welcome to the pack Tom!

Mutts and Mugs believes in keeping life simple. We have one share class which is voting common stock.  All dogs are created equal.

We are not a public company.  We are not listed on any public exchanges and investors will not be able to sell shares at any time; however private transfers between individuals are permitted at any time.    Please contact us on how to do this.

After the offering is closed in October 2019, we will send a stock share certificate to the address provided on the shareholder application.

This is a legal offering and we are unable to refund your transaction.  The shareholder application requires all interested parties to confirm that you have read the terms and conditions as well as reviewing the share price.  The policy is stated on the first page of the Direct Public Offering Small Corporate Offering Registration document.

Yes, you can purchase a day pass, a monthly pass, or an annual membership so you and your dog can have access to the off-leash area.

Yes, you can gift your off-leash membership to someone else.  As we begin to expand into other locations within California you may want to hold on to that membership.

You can purchase shares by moving your paw over and selecting the ‘Click Here to Invest in the Movement’ button.

We are actively planning for expansion beyond Sacramento and are in discussions with representatives from local municipalities.  We have identified numerous locations throughout the state, across the Southwestern United States and beyond.

We plan on providing quarterly updates delivered either through email messages and/or conference calls for our investors.

At this moment your investment will be into the entire Mutts and Mugs entity.  This means that when we expand to other locations, you may have an ownership interest in those additional locations.  We will notify our shareholders if this changes.

Currently, only California residents can invest into our Direct Public Offering.

This is just a one-time investment.  There are no recurring payments.

If Mutts and Mugs raises the minimum amount of $250,000 then the co-founders will have an estimated 69.7% ownership.  If the maximum $500,000 is raised during this offering, then the co-founders will have an estimated 62.5% ownership.

Yes you can.  Fill out the shareholder application, and enter a $1 amount for payment and submit.  You can then mail your check to PO BOX 372, Sacramento CA 95831.

1. Ability to Obtain Requisite Permits

The Company’s operation is dependent on receiving approval from the city of Sacramento’s Building Department in order to begin development at the site of operations, 6622 Freeport Blvd., Sacramento, California. The Building Plans were submitted on February 1, 2019 and the Company anticipates receiving approvals in April 2019. Prior to operating, the Company must have fire and safety, sanitation, health, alcoholic beverage sale, and other licenses. While management believes that there should be no impediments to granting any necessary permits and licenses or obtaining any consents or approvals, such licenses and permits are issued at the discretion of the issuing authority, and there is no guaranty that all licenses and permits applied for by the Company will be issued or renewed. The inability of the Company to receive or renew one or more such permits or licenses may affect the Company’s profitability and operations. Once obtained, the license could be suspended or revoked; any suspension or revocation would have a material adverse effect on the business and financial condition of the Company. Management is working with a local expert to advise in obtaining permits. If the Company does not obtain all of the necessary permits related to construction and opening, the Company may be compelled to dissolve and liquidate its assets in the worst-case scenario.

The Company’s operations are also subject to an Environmental Health Approval. Plans were submitted on February 1, 2019 and are currently under review by the governmental authority. Although Bill AB-1965 was passed into law in 2013 that allows dogs to join owners outside on food and beverage store patios, the Company will still be subject to the same applicable indoor Environmental Health inspection checks as any other restaurant within Sacramento County. The Company believes the risk arising from existing environmental laws will not have a material adverse effect on the Company’s financial condition or results of operations given AB-1965 is state law and our operations are entirely outdoors.

2. High-Risk Venture

Restaurants and breweries historically have represented a high-risk investment; the rate of failure for food and beverage establishments is considered to be as high as, or higher than, the rate of failure for small businesses generally, and the rate is generally higher for start-up businesses. While food and beverage establishments can be financially successful, various intangible factors bear on the success or failure of a restaurant, including, among other things, its location, concept, pricing, décor and ambience, the quality of its food and beverages, consumer acceptance, the experience and skill of its management, its financial condition and its success in generating income in excess of operating costs and debt service payments, the amount and quality of existing and potential competition, changes in federal or state tax laws (which changes may be applied retroactively), changes in state or local tax rates and assessments, the accessibility of the premises to customers, higher utility costs, catastrophes and other acts of God, unexpected expenditures for repairs and maintenance, changes in federal, state, and local energy, environmental, land-use and other regulations, changes in general or local economic conditions, or changes in interest rates and the availability of mortgage funds, which may render the sale or financing of the business difficult or unattractive. Although the Company believes that its concept is unique, no assurance can be given that it will be profitable.

3. Additional Financing

The Company is relying on a Letter of Intent received from Evertrust Bank for a $419,000 Small Business Administration loan to carry out its plans. The loan is contingent upon the Company meeting certain conditions, including but not limited receiving all permits necessary for operation and obtaining key man insurance on the officers of the Company. If the Company does not receive all regulatory permits and key man insurance, then the Company will not be eligible for the SBA loan from Evertrust Bank and may need to borrow or raise additional funds in order for the Company to carry out its plans. The Company has no commitments from any other lenders and there can be no assurance that any such commitments will be obtained on favorable terms, if at all. The Company may be required to provide collateral for any loans. Any financing will decrease the amount of assets that would be available to the shareholders if the Company became subject to bankruptcy or insolvency proceedings or liquidated, dissolved or wound up its affairs. If, in that situation, the Company is unable to obtain a loan, it would not have sufficient funds to begin operating its business and may have to dissolve, whereupon shareholders may experience the loss of a significant part or all of their investment in the Company. In the event the Company seeks to raise additional funds through the sale of additional shares of stock, investors in this Offering may experience dilution of their equity invested in the Company.

Although the Company believes there is a reasonable basis for the assumptions on which sales projections are based, there is no assurance that the Company’s sales projections will be achieved or that the Company’s objectives will be met. Continued operations will depend upon the availability of available cash flow from operations from the sales of membership subscriptions and food and beverages. If operating revenues are insufficient to continue the Company’s operations, additional funds would have to be raised through equity or debt financing, which could dilute the existing shareholders’ interests in the Company or reduce their returns on investment.

4. Liquor License

The Company’s unique concept is also highly dependent on receiving a new ABC-Type 41 License that enables the Company to sell beer and wine. The license application has been submitted and is under review with no current objections or conditions by ABC. Although there is no reason to expect that the Company will not be able to secure approval of Department of Alcoholic Beverage Control (“ABC”) to obtain such license, or that it would ever be suspended or revoked, any such eventuality would have a material adverse effect on the business and financial condition of the Company. Moreover, there can be no assurance that the Company’s operations will not become subject to new, more restrictive regulations or increased taxation by federal, state or local agencies, which may adversely affect the operations, revenues and potential profitability of the Company. Under certain circumstances, shareholders having more than a 10% interest in the Company may be required to qualify with the ABC to enable the Company to obtain or retain the license. Such qualification may involve some or all of the following: submitting an application, a personal affidavit, a financial affidavit and a fingerprint card. If an individual is required to qualify and either fails to qualify or is rejected by the ABC, it may adversely affect the operations, revenues and potential profitability of the Company. Additionally, the Company’s ABC license may have a heightened risk of being suspended or cancelled given that the Company’s business involves the presence of dogs and injuries resulting from dog bites can expose the Company to liability that may cause the ABC to suspend or cancel the license.

5. Limited History of Operations

The Company was incorporated in California in June 2018. The Company is in the development stage and could thus experience a variety of delays, problems, and difficulties that are frequently encountered by new enterprises. The Company does not have an operating performance that can be historically evaluated. Nevertheless, the Company has sold membership subscriptions in advance of opening. Although the Company’s membership purchases are available online, there is no guarantee that customers will continue to purchase such products before or after opening. The Company’s business must be considered in light of the risks, expenses and problems frequently encountered by companies in their early stages of development.

6. Construction Uncertainties

The Company intends to make improvements to the leased property located at 6622 Freeport Blvd., Sacramento, California and as a result, a significant portion of the Company’s assets may be used to finance the construction of such improvements. The timely completion of the construction of the premises depends on the ability of the Company’s appointed general contractor to fully perform its obligations regarding the construction process. In general, construction involves many uncertainties and contingencies relating to timing, costs and regulatory compliance. In such event, construction cost overruns or delays could have a material adverse effect on the Company and the Company may incur unexpected capital costs. Although the Company has included a modest reserve to allow for problems attendant to a budget overrun, there is no guarantee that this amount will be sufficient. If the actual construction costs of the project exceed anticipated costs, the Company may seek additional debt funding through borrowing in excess of its projected borrowing needs. If the Company obtains such loans, they shall be repaid with interest prior to the return of capital contributions or distribution of returns to the investors. Such further funding may not be available. As a result, the investors’ participation in profits may be delayed.

7. Dog Liability

The Company’s operations is partially dependent on customers bringing dogs within the secure premises. Any business involving dogs or other animals has inherent risk. Humans and other dogs are at risk of receiving dog bites and scratches due to aggressive dog behavior out of the Company’s control. Dog bites can result in serious bodily injury and even death. Although all employees will receiving dog training for how to identify aggressive dog behavior, the Company can provide no assurance that bodily injury will not occur due to aggressive dog behavior. If dog bite injuries occur, it could result serious damage to the Company’s reputation and give rise to liability claims from the injured parties. Such dog bite occurrences can also lead to such negative effects such as cancellation of insurance or insurance denial due to gross negligence or improper training of employees or failure to protect against or screen aggressive dogs. In addition, dogs are at risk of catching dog related diseases which may expose the Company to liability.

The Company will take such precautions as it deems reasonably necessary to prevent injury due to aggressive dog behavior, including but not limited to having Dog Ranger employees monitor the premises during peak hours and requiring that dogs be neutered or spayed in order to enter the premises. In order to prevent dog diseases outbreak, the Company will require that dog owners have proof of dog vaccinations, Nevertheless, there can be no assurance that these precautions will prevent a dog disease outbreak or prevent human or canine injury from occurring and such occurrences may subject the Company to liability and otherwise decrease sales of the Company’s membership model and food and beverage sales, thereby reducing the Company’s revenues and earnings. In addition, the Company will maintain insurance that the Company believes is sufficient to cover any liability claims that might result from such occurrences.

8. Compliance with Environmental, Health, and Other Laws

The Company’s operations are subject to a variety of extensive and changing federal, state, and local environmental, health and other laws, regulations and ordinances that govern activities or operations that may have adverse effects on human health or the environment. Such laws, regulations and ordinances may impose liability for the cost of remediating. The Company believes that it will conduct operations in substantial compliance with applicable environmental, health and other laws, and believes that cost arising from existing environmental laws will not have a material adverse effect on the Company’s financial condition or results of operations. There can be no assurance, however, that environmental, health and other laws will not become more stringent in the future which may cause the Company to incur additional costs in order to comply with such laws and adversely affect the operations, revenue and potential profitability of the Company.

9. Dependency on Management

As in all business, the investor must examine the management of the Company to ascertain its experience and its ability to achieve the Company’s goals. The success of the Company will depend, to a large extent, upon the active participation of Alejandro Farias and Lauren Valenzuela, the founders and officers of the Company. The loss of their services would materially and adversely affect the continued development of the business of the Company. Further, the Company’s success depends on its ability to attract, motivate and retain qualified personnel. Should the Company be unable to do so, its operation and growth prospects could be adversely affected. To mitigate this risk, the Company plans to obtain key-man life insurance on the life of its owners.

10. Competitive Risks

The Company currently competes with many others dog friendly eateries and breweries and public dog parks in the marketplace. Although the Company will be the only outdoor and indoor park pub concept within California to provide an area for off-leash dogs and is establishing multiple legally binding partnerships with dog friendly organizations, there is no guarantee that the Company will continue to compete successfully against other well established eateries, breweries, and against the use of public dog parks in the future. Many of the Company’s food and beverage competitors have longer operating histories in the restaurant market, greater name recognition, greater distribution networks, larger customer bases and significantly greater financial, technical and marketing resources than the Company. Such competitors may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential employees, advertisers and retail outlets. See also Item 13.

11. Products Liability

The Company’s operations are subject to certain hazards and liability risks faced by all purveyors of food and beverages, such as potential contamination of ingredients or products by bacteria or other external agents that may be wrongfully or accidentally introduced into products or packaging. Any contamination problem in its food or beverages could result in serious damage to the Company’s reputation for product quality, as well as giving rise to product liability claims. The Company will maintain insurance that the Company believes is sufficient to cover any liability claims that might result from such occurrences.

12. Leased Property

The Company has entered into a lease to conduct its operations at the site located at 6622 Freeport Blvd., Sacramento, California. If the Company defaults on its lease payments and fails to correct the default within any applicable grace period, it is likely that the Company would be required under its lease to abandon the property and forfeit any improvements. If the Company defaulted on its lease, it would lose a substantial portion of its assets.

13. Weather

As an outdoor establishment, the Company’s operations are subject to uncontrollable weather conditions and the premises may close during usual hours of operation on any given day given the occurrence of weather conditions that would prevent customers from enjoying the premises or cause safety issues. Although the Company has outdoor furnishings in place to protect customers from the elements, extreme weather conditions may adversely impact the Company’s ability to attract patrons and, as a result, may have a detrimental effect on its financial condition or results of operations. There can be no assurance that the Company will be open during extreme weather conditions.

14. Health Risks / Social Concerns

There has been substantial attention paid in recent years to the adverse social and health effects of alcohol consumption. Some studies have indicated that beer and wine consumption may result in long and short term detriments to one’s health. In addition, studies have indicated consumption of alcoholic beverages impairs one’s decision making ability and ability to drive a car or operate machinery. Regulations which more significantly restrict the sale and consumption of beer, together with negative publicity regarding alcohol consumption, could decrease sales of the Company’s products, thereby reducing the Company’s revenues and earnings.

15. Arbitrary Price Offering

The purchase price for the Shares offered hereby does not necessarily bear any relationship to the assets, book value, net worth or any other recognized criteria of value of the Company. The offering price of the Shares was determined arbitrarily by management of the Company. In determining the offering price, the Company considered such factors as the Company’s unique value proposition, its limited financial resources, its potential for growth in the marketplace, its profit potential, and the risk of investing in the Company. The offering price may not be justified by the ultimate results of operations of the Company. Each prospective investor should make an independent evaluation of the fairness of the purchase price.

16. Dilution

The Company does not provide anti-dilution protection to investors in this Offering and as a result, shareholders may experience substantial dilution in the future due to a variety of factors. In the event that management establishes an incentive program to offer shares of stock to key employees or consultants of the Company, such a program may in the future result in dilution of the shareholders’ interest, either from an equity standpoint or a profitability standpoint, or both. If, in the future, the Company does not have sufficient funds to operate its business the Company may seek to raise additional funds through the sale of additional shares of stock, in which case shareholders in this Offering will experience further dilution of their interest in the Company from an equity or profitability standpoint, or both.

17. No Public Market for Shares

At present there is no known public market for the Shares of the Company, and there is no assurance that a regular public market for the Shares will develop upon completion of this Offering. Moreover, there is no assurance that the Shares may be resold at their original offering price, or at any other price in the future.

18. No History or Plans for Dividends

The Company was incorporated in June 2018. As of the date of this Offering, the Company does not intend to issue dividends to its shareholders. The Company intends to reinvest profits into the development and expansion of the Company. Under applicable law, there can be no stock splits, stock dividends, spinoffs, or mergers for a period of two years following the close of this Offering without the approval of the California Commissioner of Corporations. There is no assurance there will be sufficient assets, in the event of liquidation, to return to the investors the cost of his/her investment in the Company.

19. Trademarks

The Company does not have a registered trademark on the Company’s business name at this time. Rather, the Company licenses the “Mutts and Mugs” trademark from Dog and Coffee, LLC, an affiliate of the Company that is wholly-owned by Company’s founders. Dog and Coffee, LLC is in the process of registering the “Mutts and Mugs” trademark with the United States Patent and Trademark Office (“USPTO”). The Company does not believe that its use of the Mutts and Mugs name in connection with its operations would constitute an infringing use that would prevent the Company from using such trademarks in its business. If the Company’s use of such trademark constituted an infringement or if the USPTO refuses to register the Mutts and Mugs trademark, it could have a material adverse effect on the Company’s business.

20. Encumbered Assets

As noted above, the Company is relying on a Letter of Intent received from Evertrust Bank for a $419,000 Small Business Administration loan to carry out its plans. The loan will be repaid with interest prior to the return of capital contributions or distribution of dividends to the Company’s shareholders. As a condition of such loan, Evertrust Bank requires that all of the Company’s business assets be encumbered as collateral in a perfected 1st lien position. If the Company experiences cash flow problems, it may be unable to make payments on the loan which would result in Evertrust Bank seizing the assets of the Company rendering it unable to continue operations.

21. Tax Consequences

This Offering is not structured to provide federal and state income tax benefits. Shareholders may be required to pay income tax on Company income due to its shareholdings without receiving any cash with which to pay this liability. Each prospective investor is urged to consult with their tax advisor with respect to the federal and state income tax consequences of such an investment.

22. Management of a Cash Business

The business will be a partially cash business, which are inherently difficult to manage due to the physical nature of cash. While management will endeavor to control cash leakage through personnel and “point of sale” systems, it is possible that loss of revenue from cash leakage could adversely affect the operating results of the Company.
23. Disclosure Regarding Forward-Looking Statements

This Disclosure Document, including the documents incorporated by reference herein, contains forward-looking statements within the meaning of section Securities Act of 1933 and section 21E of the Securities and Exchange Act of 1934. All forward-looking statements included in this document or incorporated by reference herein are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. These forward-looking statements, including without limitation statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in “Risk Factors” and elsewhere in this Disclosure Document.

NOTE: IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS DISCLOSURE DOCUMENT POTENTIAL INVESTORS SHOULD KEEP IN MIND OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.

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