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NOTE
4- The Jumpstart our Business Startups Act of 2012
The Company is an emerging
growth company, as defined in the Jumpstart our Business Startups Act of 2012 or JOBS Act, and the Company may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including not being required to comply with the auditor attestation requirements of section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved.
In addition,
Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging
growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies.
As a public
company and particularly after the Company ceases to be an emerging growth company, the Company will incur significant
legal, accounting and other expenses that the Company did not incur as a private company, including costs associated with public
company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions
of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the SEC. In addition, the Companys
management team will also have to adapt to the requirements of being a public company. The Company expects that compliance with
these rules and regulations will substantially increase thier legal and financial compliance costs and will make some activities
more time-consuming and costly.
The increased
costs associated with operating as a public company will decrease thier net income or increase our net loss, and may require them
to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements
divert thier managements attention from other business concerns, they could have a material adverse effect on our results
of operations, financial condition, business and prospects.
However, for
as long as they remain an emerging growth company as defined in the Jumpstart our Business Startups Act of 2012,
they may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in thier periodic reports
and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. Theymay take advantage of these reporting exemptions until they
are no longer an emerging growth company.
They will remain
an emerging growth company for up to five years, although if the market value of thier common stock that is held
by non-affiliates exceeds $700 million as of any June 30 before that time, they would cease to be an emerging growth company
as of the following December 31, or if they issue more than $1 billion in non-convertible debt in a three-year period, they would
cease to be an emerging growth company immediately.
The Company is not
currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore
not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose.
Upon becoming a public company, they will be required to comply with certain of these rules, which will require management to certify
financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness
of our internal control over financial reporting. Though they will be required to disclose changes made in their internal control
procedures on a quarterly basis, they will not be required to make their first annual assessment of their internal control over
financial reporting pursuant to Section 404 until the later of the year following thier first annual report required to be filed
with the SEC, or the date they are no longer an emerging growth company as defined in the JOBS Act.
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