ITEM 1. DESCRIPTION OF BUSINESS.
Statements in this Form 10-K Annual Report may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this Form 10-K Annual Report, including the risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other documents which we file with the Securities and Exchange Commission.
In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements and pricing, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-K Annual Report.
BUSINESS
DESCRIPTION OF BUSINESS
Overview
The Company was incorporated in the State of Wyoming on April 28, 2014 and has been capitalized by the Assets contributed by shareholders through a Private Offering as well as the revenues from operations.
We are a full-service multi-media Company with a multi operational approach focusing on;
1) Online video and photography content development and distribution.
2) Website and mobile app technology integration design and development.
Websites are a unique mix of textual content, photos, sometimes video and often times apps, (which are designed as plug-ins to websites or for mobile devices); all aiding in the conveyance of a website's message whether business related or personal. We offer products and solutions to help our customers stand out in the ever-changing internet environment.
Each of our content services, whether video, photos, apps or a combination, can function independently, as its own business unit, or also function as support material for adjacent services. For example, a client may hire us to create content as well as to implement the content on their website.
Our Content services include:
video shoots
photography
photo shoots
video and photography editing
website and/or mobile device app integration of video or photography content
voiceover
Ad copywriting.
Recently Facebook stated [http://media.fb.com/2015/01/07/what-the-shift-to-video-means-for-creators/ ] "We're increasingly seeing a shift towards visual content on Facebook, especially with video. In just one year, the number of video posts per person has increased 75% globally and 94% in the US. And with people creating, posting and interacting with more videos on Facebook, the composition of News Feed is changing. Globally, the amount of video from people and brands in News Feed has increased 3.6x year-over-year."
VIDEO AND PHOTOGRAPHY CONTENT DEVELOPMENT
We believe information can be communicated much more effectively and powerfully with photography and video than with plain text. Producing high quality video requires a skill set that is different than those required to produce text. Quality video and images are thus becoming more in demand by businesses.
Through the combination of original content and experience we offer what we consider to be sophisticated content services at competitive rates. We own and develop our own content that we sell to clients. In addition, our clients are able to engage us to develop media content at two different rates:
The deluxe rate, (most expensive) allows the client to keep all rights as exclusive footage.
The economy rate, we retain footage as stock footage which can be marketed to other clients in order to create a more cost effective option for the client as well as an additional revenue opportunity for us.
We also assist in script writing for content videos at an additional fee.
For example, a client may order video content at the economy rate which we have determined may have a market value outside of the client. The client is invoiced at a price of $1,000 but we would retain the rights to re-market the footage to other clients. The Deluxe option may cost the client $7,000 but would ensure they own all rights to the exclusive footage.
A few examples of some stock footage retained by us:
● Temecula Wine Country
● Footage Shot in the Temecula California Wine Country
● Racing Footage
● Shots of Street Racing, and high speed auto stunts
● Oceanography
● Shots of the Ocean, its Wildlife and Surfing
● Hollywood
● Various shots of Hollywood Landmarks
● Las Vegas
● Various Shots of Las Vegas Landmarks
● Farm Animals
● Various shots of farm animals
● Live Action Shots
● Sports Photos, Work Photos
● Household Items
● Shots of various household items such as silverware, furniture, desks etc.
For unique situations we use 4k footage shot with a drone. Video and/or photos shot from a drone add a perspective that in the past could only be attained through the use of a helicopter, which was very expensive.
California Coast Project
In addition to using the drone for shooting video for clients we continue shooting drone footage in and around the California coast to be sold to clients. We anticipate being able to resell footage with projected revenues of $75,000-$100,000.
Projected Production costs and timeline for California Coast Footage:
"Beach Flyover Coastal" collection of California beach Arial footage
"City Views" collection of California downtown city footage
Cost for production $20,000-35,000.00
Beach Flyover Coastal
currently has over 10 hours of footage and we anticipate a total of 15 plus hours of footage upon completion. It requires filming along the California Coast and editing to format for streaming content.
Cost estimates are from $5,500-8,000 to complete the content.
City Views
also currently has 7 hours of footage. To complete the production of the footage would require approximately 3 more hours of footage, a voice over treatment and editing to format for streaming.
Cost estimates are from $5,300-7,000 to complete the content.
Time to produce should we be able to raise sufficient capital:
We estimate time to complete the film to be approximately 6-9 months after funding, narration and final editing.
Cost to market
Estimated Marketing Cost:
Approximately $5,000-15,000
Commissions to a third party –approximately 20%
Projected Income from the sale or distribution
Our projections for revenue for the content are approximately $75,000 to $100,000. However, we may in fact film, edit and complete the finished project only to find there is little to no demand for the project footage thus equaling a loss to the Company.
Financing
At this time, we have no plan in place for additional financing to complete any of the aforementioned projects. We may seek equity financing, joint venture funding, or royalty funding; whereby we would pay out a percentage of the content revenues for financing. At this time there are no plans with regards to future financing.
It is possible that if we are able to sell the rights to one or more of our footage content pieces we would have the necessary capital to complete the production of the remaining films, thus enabling us to self fund production.
CUSTOM VIDEO CONTENT
The majority of our revenue for the year ended December 31, 2017 has been as a result of our custom video content. Our goal continues to be providing a broad range of content services and products that enable small businesses and individuals to establish, maintain, promote, and optimize their online presence. Customers can implement video content themselves or; alternatively, they can choose full service solutions allowing us to implement the content.
As our customers demand more advanced products and consultative services, they move from low-priced content towards higher-priced, value-added offerings, such as;
● Corporate video interviews
● Custom video and or photography
● Apps specifically designed to work with video or photo content
● Celebrity endorsements
Custom video content creation has a relatively high cost. For example, if we charged a company $1,000 for stock footage for a web site; we might charge the same Company $10,000 for a custom web-integrated corporate video.
Acquisition of Footage
The company believes it can profit from the buying and selling of existing footage. At this time, we have not acquired any footage from outside sources. However, we are actively looking at additional potential film footage acquisitions in various stage of pre-production or completion.
Website and Mobile App Technology Integration Design and Development.
Video and photography are an integral part of all online experiences, in our opinion, possibly one of the best marketing tools for businesses online. Clients need us to aid in placing or installing video and photography content on their existing websites or mobile device applications. We combine integration in website and application development with video production and photography to provide a better visual experience for the end user of online web and mobile devices.
With Smartphone's becoming one of the main sources of internet traffic; in addition to our video and photo content we are currently assisting clients in implementation of website and app technologies that will update their existing websites to a more responsive mobile platform enabling client's websites to be optimized for Smartphone's and app devices. We assist clients installing third party apps that improve their website or mobile device experience.
We are currently working towards the implementation of the following Apps for websites or mobile device apps:
Video Viewer
A Simple way to incorporate videos from a specific source onto a website.
Photo Carousel Viewer
A Simple way to incorporate hosted pictures onto a website.
Sidebar Video Viewer
A Simple way to view specific videos on a sidebar of a website with auto play.
Depending on the project, costs per app installation on clients existing website or mobile device app could range anywhere from a few thousand dollars, to upwards of $50,000 depending on the degree of complexity and functionality of the site. Estimated revenue related to website development serviced in the first year is anticipated to be $75,000.
Marketing
To date the company's revenues have come from the creation of content and content implementation. The company plans to continue marketing to potential and existing clients via its website. To date the company has not entered into any agreements for funding our marketing endeavors.
According to the U.S. Census Bureau, there are more than 28 million small businesses in the United States with fewer than 500 employees. Our focus is to help small businesses succeed online. Small business owners, including sole proprietors, have limited support staff and must devote most of their time to running the daily operations of their businesses. They often have limited knowledge of how to build a web presence and limited time to acquire the skills to do so. At the same time, there is growing acceptance among these small business owners that an effective Internet presence is critical to their marketing efforts and there is evidence that these businesses are shifting their marketing budgets from traditional media to online channels.
Our marketing activities are principally focused on acquiring new clients and promoting additional products and services to our existing customers. To date much of our marketing has been towards existing customers or word of mouth referrals.
While we plan on expanding the marketing of our services in as cost efficient manner as possible through web implemented advertising, some of our advertising campaigns will have associated costs. We anticipate a yearly cost of marketing to range on the low end of $10,000 to a high end of $50,000 per year.
We plan on expanding our marketing through the following means;
1) By developing an online stock video and photo library.
2)
By engaging in SEO implementation
SEO or Search engine optimization enables our products to be readily visible through web searches on sites such as Google, Yahoo, Chrome or Safari to name a few.
3)
Through Social media:
By using social media sites such as twitter, facebook, you tube, vimeo, instagram, snapchat, twitter and others to advertise our services.
Competition
We provide solutions that enable individuals, businesses and organizations to establish an online presence, connect with customers and manage their ventures. The market for providing these solutions is highly fragmented with some vendors providing part of the solution, and others providing a total solution. These solutions are rapidly evolving, creating opportunity for new competitors to enter the market with newly developed product solutions or by addressing specific segments of the market.
Competition within media providers include:
Traditional media solutions such as Television Ads.
Website creation and management solutions and providers such as Wix and WordPress.
Alternative web content providers such as Pond5, istockphoto, and google images.
We expect ever increasing competition from competitors in the content and presence markets, as well as potential increased competition from companies like Amazon, Google and Microsoft, all of which are providers of internet services which also sell visual content.
We believe the principal competitive factors to include: product capabilities that meet customer requirements, a secure, reliable and integrated technology platform, cost-effective customer acquisition, brand awareness and reputation, customer service and support and overall customer satisfaction. We believe that we compete favorably with respect to each of these factors. For additional information, see "Risk Factors."
Industry Overview –
As video becomes more mobile and more social, it is quickly becoming the most viable marketing opportunity for every business, from international corporations to local brick-and-mortar businesses.
According to Addlie Studios, video marketing is one of the best marketing opportunities in 2015 and the coming years:
70% of marketing professionals report that video converts better than any other medium.
The average internet user spends 88% more time on a website with video than without.
64% of consumers are more likely to buy a product after watching a video about it.
Using videos on landing pages can increase conversions by 80%.
59% of viewers will watch a video to completion that is less than 1 minute.
Despite all this, only 24% of brands are using online video to market to consumers.
Source: Addlie Studios [http://www.adeliestudios.com/top-15-video-marketing-statistics-2015/]
According to The Guardian (www.theguardian.com/small-business-network/2014/jan/14/video-content-marketing-media-online) online video is the future of content marketing. The Guardian further stated "With online video quickly becoming a key means for people to satisfy their information and entertainment needs, small businesses that fail to include it in their Internet marketing strategies will do so at their peril."
According to Business Insider (www.businessinsider.com/digital-video-advertising-aggressive-spending-and-growth-2014-9) Online video ads are one of the fastest-growing ad mediums, far outpacing growth in spending on television and other digital formats. Online video ad viewing exploded in 2013. Online video ad revenue reached nearly $5 billion in 2016, up from $2.8 billion in 2013, while TV ad revenue will decline by nearly 3% per year during the same time period.
According to Statista, current market data states that 25 percent of global internet users consume online video every day, with 24 percent of U.S. internet users doing so. Google Sites, which include YouTube, are ranked at the top of U.S. online video properties, currently attracting a steady minimum of 160 million unique viewers per month. Other popular U.S. video sites are Yahoo! Sites, VEVO and NDN, which stand out due to user engagement or number of streams. With the increasing usage of mobile device such as smartphone and tables, the current worldwide mobile video traffic is also estimated to amount to 1.46 million TB (terabytes) per month. The number of mobile phone video viewers in the United States is projected to reach 137 million in 2019. Currently, viewers aged 18 to 24 spend the most time on smartphone video content - 36 minutes per week. [http://www.statista.com/topics/1137/online-video/]
Regulation
Our business is subject to regulation by federal and state laws in the United States and the laws of other jurisdictions in which we do business.
Advertising and promotional information presented on our websites and in our products, and our other marketing and promotional activities, are subject to federal and state consumer protection laws that regulate unfair and deceptive practices. U.S. federal, state, and foreign legislatures have also adopted laws and regulations regulating numerous other aspects of our business. Regulations relating to the Internet, including laws governing online content, user privacy, taxation, liability for third-party activities and jurisdiction, are particularly relevant to our business. Such laws and regulations are discussed below.
Communications Decency Act
. The CDA regulates content of material on the Internet and provides immunity to Internet service providers and providers of interactive computer services for certain claims based on content posted by third parties. The CDA and the case law interpreting it generally provide that domain name registrars and website hosting providers cannot be liable for defamatory or obscene content posted by customers on their servers unless they participate in creating or developing the content.
Digital Millennium Copyright Act
. The DMCA provides a safe harbor from liability for third-party copyright infringement. To qualify for the safe harbor, however, registrars and website hosting providers must satisfy numerous requirements, including adoption of a user policy that provides for termination of service access of users who are repeat infringers, informing users of this policy, and implementing the policy in a reasonable manner. In addition, registrars and website hosting providers must expeditiously remove or disable access to content upon receiving a proper notice from a copyright owner alleging infringement of its protected works. A registrar or website hosting provider that fails to comply with these safe harbor requirements may be found liable for copyright infringement.
Lanham Act
. The Lanham Act governs trademarks and false advertising. Case law interpreting the Lanham Act has limited liability for many online service providers such as search engines and domain name registrars. Nevertheless, there is no statutory safe harbor for trademark violations comparable to the provisions of the DMCA and we may be subject to a variety of trademark claims in the future.
Privacy and Data Protection
. In the areas of personal privacy and data protection, the U.S. federal and various state and foreign governments have adopted or proposed limitations on, and requirements associated with, the collection, distribution, use, storage, and security of personal information of individuals.
Intellectual Property & Proprietary Rights
We regard substantial elements of our businesses and website as proprietary and we shall attempt to protect them by relying on copyright, trademark, service mark and trade secret laws, restrictions on disclosure and transferring title and other methods. To date we have no copyrights or trademarks that have been applied for.
1A. RISK FACTORS
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE POSSIBILITY THAT YOUR ENTIRE INVESTMENT MAY BE LOST. AS SUCH, YOU ARE ENCOURAGED TO EVALUATE THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND COULD RESULT IN COMPLETE LOSS OF YOUR INVESTMENT.
We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.
We were incorporated in Wyoming on April 28, 2014. We have limited financial resources and only limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities.
All of our capital and assets have been provided by or acquired from our principal shareholders, revenues and through a Private Placement of the shares being registered. We estimate that we will have sufficient capital to operate for the next twelve (12) and sufficient capital to market unfinished video projects we are developing, as well as develop our marketing exposure to market our commercial video services. We cannot assure you, however, that we will be able to sustain the business for the long term nor that we may not need to obtain additional capital in the future. We can also not assure you that we will be able to obtain any required financing on a timely basis, or if obtainable, that the terms will not materially dilute the equity of our current stockholders. If we are unable to obtain financing on a timely basis, we may have to significantly or entirely curtail our business objectives, which could result in our having to discontinue some of our operations and plans.
We depend highly on our current president who has limited experience in running a public company.
We depend highly on Joe Lewis, our CEO and Director, who may be difficult to replace. Joe Lewis at this point, only devotes approximately 60% of his time per week to our business, has only several years of industry experience and has not previously headed a public Company. Our plan of operations is dependent upon the continuing support and business expertise of Mr. Lewis.
Loss of our CEO could adversely affect our business.
Loss of Mr. Lewis could slow the growth of our business, or it may cease to operate at all, which may result in the total loss of investor's investments. Mr. Lewis received a salary of $12,500 in 2014 and 6,100,000 shares of the Company's common stock. In 2016 and 2017 Mr. Lewis elected not to take a salary until such time that the Company was generating sufficient revenue on a consistent basis to sustain a salary. It is unknown, at this time if or when the Company may be able to further compensate Mr. Lewis for his management services. The company does not anticipate Mr. Lewis receiving a salary in the foreseeable future.
Our management has limited experience in running a public company.
Mr. Lewis has no experience in running a public company. He is vaguely familiar with the reporting requirements of the Securities and Exchange Commission. Mr. Lewis will rely on the expertise of outside counsel to ensure proper filing and the meeting of deadlines.
Our auditors have issued a going concern opinion.
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern.
There are increased costs and regulations associated with operating a public company and we will have limited internal accounting controls.
There are a number of expenses and costs associated with operating a public Company including filing expenses, transfer agent, stock issuance and maintenance costs, accounting, legal and auditing expenses that will materially increase the Company's operating expenses and make it more difficult for the Company's businesses to produce operating profits. Projected cost for the next 12 months associated with the operation aspects of being a public company are projected to be approximately $16,500. Our CEO has no prior experience managing a public company. With only one officer and director there will be no internal oversight to the Company's financial reporting.
Because of competitive pressures from competitors with more resources, Tech Central Inc. may fail to implement its business model profitably.
The Internet content industry is highly fragmented and extremely competitive. The market for customers is intensely competitive and such competition is expected to continue to increase (see "Competition"). We believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing businesses developed by us, our competitors, and their advisors.
We are dependent on the popularity of our video products.
Our ability to generate revenue and be successful in implementing our business plan is dependent on our ability to develop, produce, acquire and distribute media content products that are popular with audiences and sold via distribution channels that are efficient and cost effective.
We may be unable to compete with larger or more established Internet companies.
We face a large and growing number of competitors in the Internet industry. Many of these competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition, and more established relationships in the industry than does the Company. As a result, certain of these competitors may be in better positions to compete with us for product and audiences. We cannot be sure that we will be able to compete successfully with existing or new competitors.
We are developing drone footage video content which is under development and could be unprofitable once completed.
There is no assurance that if and when the drone footage under development is completed that it will be met with success or be profitable. We face competition from many developers of content some of which have far greater resources and expertise than we do.
In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of any shareholder's investment.
Due to our limited operating history, we will have to use all of our existing resources to complete and market our motion picture products and develop our distribution channels as well as to continue to market our commercial video services and develop our content.
Following this offering we may need to raise additional funds to expand our operations. We will receive no proceeds from this offering. We may raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations, although at this time there is no plan in effect to do so. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders will lose part or all of their investment.
Our products or processes could give rise to claims that our products infringe on the rights of others.
We are potentially subject to claims and litigation from third parties claiming that our products or processes infringe on their patent or other proprietary rights. Currently such claims and litigation could potentially apply to our products under development. If any such actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to produce, use or sell the affected product or process. Litigation, which could result in substantial costs to us, may also be necessary to enforce our proprietary rights and/or to determine the scope and validity of the proprietary rights of others. Any intellectual property litigation would be costly and could divert the efforts and attention of our management and technical personnel, which could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not prevent us from selling our products or materially and adversely affect our business, financial condition and results of operations. If any such claims are asserted against us, we may seek to enter into a royalty or licensing arrangement. We cannot assure you that a license will be available on commercially reasonable terms, or at all.
We may be unable to scale our operations successfully.
Our growth will place significant demands on our management and technology development, as well as our financial, administrative and other resources. We cannot guarantee that any of the systems, procedures and controls we put in place will be adequate to support the commercialization of our operations. Our operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and other resources. If we are unable to respond to and manage changing business conditions, or the scale of our products, services and operations, then the quality of our services, our ability to retain key personnel and our business could be harmed.
The lack of experience in all of the businesses we are entering could impact our return on investment, if any.
As a result of our reliance on our officers and their lack of experience in developing comparable media content, our investors are at risk in losing their entire investment. The company intends to hire personnel in the future who will have the experience required to manage our company, when the company is sufficiently capitalized. Until such management is in place, we are reliant upon our officers to make the appropriate management decisions.
Although there is a public market for our common shares, they may be an illiquid investment and investors may not be able to sell their shares.
No market currently exists for our securities and we cannot assure you that such a market will ever develop, or if developed, will be sustained.
There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
Our shares of common stock are traded as a penny stock on the OTC market.
The securities enforcement and penny stock reform act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. Sec regulations generally define a penny stock to be an equity security that has a market or exercise price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on Nasdaq and any equity security issued by an issuer that has net tangible assets of at least $100,000 if that issuer has been in continuous operation for three years. Unless an exception is available, the regulations require delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for securities that become subject to the penny stock rules. Since our securities are subject to the penny stock rules any market for our shares of common stock may not be liquid.
Because our securities may be subject to penny stock rules, you may have difficulty reselling your shares.
Since our stock may be subject to penny stock rules, you may have difficulty reselling your shares. Penny stocks are covered by section 15(g) of the securities exchange act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer may be required to make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.
We have not paid, and do not intend to pay, cash dividends in the foreseeable future.
We have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities that we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.