ChaseArt

ChaseArt it is a platform that offers opportunities to buy fractions of artworks. The artworks offered for sale are selected after careful curation. The specialty are lost masterpieces.

ART
MARKETPLACE

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0% of minimum goal raised

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29/01/2021 05:59:59

days left to invest

opportunity For accredited investors (minimum $50,000.00)

Highlights

  • Focused on worn-out artworks, which for some momentary circumstance has its value below the market value, but which may have high potential gain, inserted in a market of $60B;
  • Partnership with doctors and masters linked to the main European museums and universities, led by the famous Italian professor Antonio Sgamellotti, author of more than 350 technical publications on restoration techniques for artwork and artifacts;
  • Contract with Artwork owners in Europe and Africa, with the first project contracted with owners of a potential Gainsbourg  – One of the greatest British artists of all time;
  • Chaseart has partnerships with institutes around the world, to Certification of Authenticity for authorship or restoration of artwork;
  • Experienced founders, successful in their previous activities, with international experience in the USA, Europe, Africa, and Asia and more than 15 years of involvement with the Art market.

Deal Details

Woodman, has been attributed to Gainsborough

Investing in Art


The goal of ChaseArt is to become the authority in "Treasure Hunting", chasing lost works of art and making them extremely valuable. The painting in the left, "The Woodman", to Be Confirmed a Thomas Gainsborough original - the famous 18th century British painter. It is currently in London being studied and restored by the world’s leading center for the study of the history and conservation of art and architecture. Once the conservation studies and interventions have been completed, the restored painting will be prone to be submitted to a subsequent step, e.g., the authentication studies, which will be carried out by independent scholars specialised in the artist. If the authorship is confirmed, it will be considered a masterpiece with a market value comparable to that of the great masters.. If authenticity is proven, the work will be worth millions and will mean great returns to ChaseArt and its investors.

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Problem


How to bring lost art work to the market

There are thousands of works of art lost in time which are even subject for films and documentaries. Who would not remember the movie The Monuments Men with George Clooney and Matt Damon? Well, this film based on a true story is a portrait of the economic potential of the world of masterpieces which at some point in the past left their regular course and today are buried treasures, not on islands or under the sea anymore, but under old furniture or forgotten under beds or offices.

These works of art due to various reasons lie outside the billion-dollar art market. Some were lost during wars, others due to forgetfulness, or even ignorance of its value.

Many owners have no idea about the value of these paintings and their authenticity or even origin. Sometimes these artworks need to be evaluated by experts and in some cases restored by technicians, which requires financial resources and much technical knowledge.

Indeed, artwork owners, especially those who own worn-out works of art, that is, artwork that for momentary circumstances have their value below market value, have a major problem, as they do not have the knowledge or the connections or the financial resources to be able to overcome the circumstances that penalize the value of the artwork and fail to achieve the maximization of the asset's value or even provide liquidity to them.

We are facing a billionaire potential of the market, which no company so far has been willing to present solutions until the arrival of Chaseart.

Solution

Knowledge, technology, and fractionation of property


Gathering a qualified network of experts and connoisseurs of the art market, we structured a business process to efficiently prospect and discover works of art that are stressed and have great potential for appreciation.

In order to make the appropriate treatment of worn-out artwork financially feasible and take them to the peak of market pricing, through our digital platform we offer the general public the possibility of acquiring fractions of these artworks so that they may, eventually, benefit from future gains.

When we identify a work of art that has great potential for appreciation, our group of specialists directs the best way for obtaining the authentication, restoration and appreciation of the artwork. Following this plan, we carry out the necessary tasks and start to manage the sale of the artwork as a Project, understanding the best time to obtain liquidity and appreciation and, in the process, selling fractions of its properties to risk investors who seek alternative assets for their portfolios.

Thus, through well-structured processes, dictated by the greatest specialists in the art market, we are able to draw up an efficient plan to overcome the circumstances that penalize the work of art, guiding it to obtaining its maximum value. With the appeal of our platform for acquisition of fractions and investment in works of art, we gather financial resources and provide liquidity to the owners.

Traction

The treasure hunt

ChaseArt has already started its activities with a very important collection of artwork to work on and sell.

The first project is  "The Woodman", to Be Confirmed a Thomas Gainsborough original - the famous 18th century British painter. This work of art was considered lost until it was discovered by our Treasure Hunters, and is currently in the process of restauration with the respectable Institute, on London. If the authorship is attested, it will be considered a Masterpiece with a market value comparable to that of the great Masters.

Following our purpose, we were hired to work on and sell a collection of more than 200 art pieces from the Chokwe Culture, of African origin. The Chokwe culture has suffered political persecution for decades and much of its artistic expression has been destroyed. Currently, there is a reclaim for the value and conservation of the artworks of the Chokwe Culture, whose quality and artistic importance are unquestionable.

In addition, we have signed contract with representatives of owners of works of art in Europe, who seek the ChaseArt solution to maximize value and provide liquidity to their assets.

In our short period of activity, we have already managed to add internationally acknowledged specialists to our group, whose career and experience helped to shape the way in which today one seeks to authenticate the authenticity of an artwork or proceed to its restoration.

CLIENTS

We meet the demands of the owners of stressed works of art, as they do not have the knowledge, the connections or the financial resources to be able to overcome the circumstances that penalize the value of the artwork and fail to achieve the maximization of the asset's value and to provide liquidity to them. These clients come from various countries, being part of an asset market of more than 1 trillion dollars, according to a report prepared by Deloitte on the art market.

On the other hand, we have the investors of alternative assets who are our clients that buy the fractions of ownership of works of art, this audience being composed of people with a greater tendency for risky investments, inserted in Generation X and Millennial Generation.

BUSINESS MODEL

Sales Share

Our business model is the intermediation of business on works of art, receiving a success-based fee of up to 20% (twenty percent) of the venal value of the artwork.

Market


A billion dollar market

The estimated value of artwork in the hands of private owners is $1.7 trillion, according to a Deloitte report, with annual market sales being of more than $60 billion, according to a UBS/Art Basel report, between private sales and public auctions.

Out of that amount of annual sales, online sales in the USA alone make up more than $2.7 billion, in a market that grows each year and is driven by the massive adhesion of digital businesses.

Competition

No one is searching for stressed art

ChaseArt searches for lost or stressed works of art that have a great potential for appreciation are negotiated. Very few other companies are operating in this business model.

There are a few players operating with the fractional sale of artwork in the USA such as Masterworks. However, they focus only on artwork considered "blue chips" -  the most well-known and valued artworks on the market - but which already have their market pricing matured. There are also other platforms that are focused on the tokenization of artworks for the sale of their fractions, such as Maecenas and Portion, without yet showing traction and transaction volume, as well as not demonstrating the real potential of appreciation of the artworks sold.

Vision

Global recognition

Being the main digital platform for the fractional sale of stressed works of art, that is, artwork that, due to momentary circumstances, have their value below the market value, in the next 2 years. Consolidating itself as one of the main liquidity channels for artwork owners (private collectors, go-betweens, galleries and museums.)

Founders

José Nicomedes Moreira (CEO)

Mr. Moreira has always been passionate about works of art, having acquired some pieces over the years. Three years ago decided to participate professionally in the Art market and started to invest in stressed works of art, culminating in with the foundation of ChaseArt, in which he exercises the role of CEO. His natural leadership and choice by the other business partners to be ChaseArt's CEO comes from his long career as a civil construction executive. Mr. Moreira was the CEO of a great multinational construction company based in Portugal and during his career he participated and coordinated the construction of complex and large works, for example, hydroelectric plants, railways, urban subway, ports, renewable energy plants, housing, large tunnels, among others, throughout South America, Europe, Asia, and Africa.

Marco Antônio Lage

Mr. Lage was VP of Casa Fiat de Cultura, in Brazil, where he conceived and fulfilled a Gallery that received Marc Chagall, Rodin, Caravaggio and many other famous artists, as well as sponsoring several exhibitions, museums, festivals, plays, concerts, shows, and films. His experience in the art market has accredited him as a consultant for curating private collections of some collectors, such as, advising the great art collector and former President of Fiat Crysler Sergio Marchione to buy an important collection of artworks from Brazilian artists. In addition, he was Head of Communication for Fiat in Latin America for 25 years, during which period he received, five times, the award for best communication professional in Brazil by the Brazilian Association of Business Communication (ABERJE).

Rodolfo Guerra

Mr. Guerra has been dedicating himself to the art market for over 10 years. In 2019, he received the Innovation award from the "Institut du Monde Lusophone" in Paris for his dedication to the European art market, especially for the work developed at Galeria de Arte Primner, of which he was a partner and was considered one of the top 10 galleries in Portugal by spontaneous media and held 7 exhibitions in a period of 2 years. Before dedicating himself exclusively to the Art market, he worked as a surgeon in Brazil for about 30 years, during which period he also served as a Professor at a prestigious Medical School University, besides being manager of Hospitals and Class Entities linked to the medical field.

José Rozinei da Silva

Mr. Rozinei is an experienced Lawyer focused as an investor with a diversified investment portfolio  (Fintech, Real Estate, Insurtech, Blockchain Platforms, Sports Platform, wine and arts) with a demonstrated history of working in the investment management industry. Skilled in Negotiation, Business Planning, Dispute Resolution, Equities. Previously was director in Deloitte Consulting and Leading tax consulting in Ernst Young. Strong media and communication professional with a Master of Business Administration - MBA - Johan Cruyff Institute - Barcelona University.

ADVISORS

Antonio Sgamellotti

Emeritus Professor of Inorganic Chemistry of the University of Perugia. Member of the Accademia Nazionale dei Lincei. Honorary Academician of the Academy of Drawing Arts in Florence. Honorary Doctor of the Universidad National de San Martín, UNSAM, Buenos Aires. Member of the "Villa Farnesina" lynch commission. Co-founder and Honorary President of the Perugia Center of Excellence SMAArt "Scientific Methodologies Applied to Archeology and Art". Co-founder of the "Mobile Laboratory", MOLAB, for non-invasive investigations in situ on artistic artefacts. Author of over 400 scientific publications, in international peer-reviewed journals, concerning: (1) advanced calculations in chemistry, (2) investigations on the electronic and structural properties of molecules and inorganic materials, (3) studies on spectroscopic properties and on chemical-physical characterization of archaeological and historical-artistic objects. Co-editor of the special issue of "Accounts of Chemical Research on Advanced Techniques in Art Conservation" published by "American Chemical Society (2010). Co-editor of the book "Science and Art. The painted surface" published by "Royal Chemical Society" (2014). Co-editor of the book "Science and Art. The contemporary painted surface" published by "Royal Society of Chemistry" (2019).

Alberto de Tagle

Dr. Tagle is an exceptional Cuban born and educated conservation scientist who directed research in cultural heritage studies and preservation at the National Centre for Conservation, Restoration, and Museology (CENCREM), Havana, Cuba and lectured as associate professor on colonial architectural decorative paintings at the University of Havana. Dr. Tagle was Head of Research at the Netherlands Institute for Cultural Heritage in Amsterdam and since 2007 he has taught advanced conservation science at the Graduate Program in Historic Preservation at the University of Pennsylvania. Previously he was Director of the Scientific Program and then Chief Scientist at the Getty Conservation Institute, Los Angeles. Before that, he was head of the analytical laboratories at the Winterthur Museum and Gardens in Delaware.  Dr. Tagle is visiting Miami returning from the Maya region in Mesoamerica where he works with the Harvard Team preserving Maya sculpture.

Brunetto Giovanni Brunetti

Dr. Brunetti is an Italian chemist professor of inorganic chemistry at the University of Perugia, member of the Interuniversity Consortium for Materials Science and Technology (INSTM) and associated with the Institute of Molecular Sciences and Technologies (ISTM). From 2009 to 2014 he was the coordinator of CHARISMA (Cultural Heritage Advanced Research Infrastructures: Synergy for a Multidisciplinary Approach to Conservation, 2009-2014) which consolidates and extends the access activities of Eu-ARTECH. With CHARISMA, access to Large Scale Facilities (SOLEIL, Budapest Neutron Center and the accelerators AGLAE and ATOMKI) is opened, to the MOLAB mobile laboratory (with contributions from the SMAArt Center, CNR-ISTM, CNR-INO, CNRS), and also, for the first time in a coherent and organized way, to the archives of European institutions for the study and conservation of cultural heritage, such as the Center for Research and Restoration of Museums of France; the British Museum; there National Gallery; the Institut Royal du Patrimoine Artistique; the Prado Museum and the Rijksdienst voor het Cultureel Erfgoed (RCE, Cultural Heritage Agency of the Netherlands). Author of about 180 articles, he has carried out experimental activity, with the technique of crossed molecular beams, in the field of dynamics of elementary processes. Since 1998 he has also carried out research in the field of innovative methodologies for the study of materials of works of art. He was co-editor of a special issue of Accounts of Chemical Research entitled Advanced Techniques in Art Conservation and the volume of the Royal Society of Chemistry, entitled Science and Art: The Painted Surface.

Deal Terms

Valuation cap

There is no Valuation cap

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

Funding goal

$5,000,000.00

For accredited investors, there will be an offer of up to $3,930,000.00, for a total fund raising of $5,000,000.00.

Deadline

January 29, 2021

ChaseArt needs to reach their minimum funding goal before the deadline (January 29, 2021 at 5:59 AM). If they don’t, all investments will be refunded.

Documents

Why People Invested

Hear from some of the 227 investors in ChaseArt

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Titus Polichnia

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Press

August 15, 2020

The standard Lorem Ipsum
passage, used since the.

Lorem Ipsum is simply dummy text of the printing and typesetting industry. Lorem Ipsum has been the industry's standard dummy text...

August 15, 2020

The standard Lorem Ipsum
passage, used since the.

Lorem Ipsum is simply dummy text of the printing and typesetting industry. Lorem Ipsum has been the industry's standard dummy text...

August 15, 2020

The standard Lorem Ipsum
passage, used since the.

Lorem Ipsum is simply dummy text of the printing and typesetting industry. Lorem Ipsum has been the industry's standard dummy text...

August 14, 2020

A ChaseArt propõe-se a descobrir obras de arte com potencial de valorização e a comercializá-las por parcelas, como uma empresa cotada em bolsa

FAQ

How does ChaseArt make money?

We are compensated when there is a successful sale; generally, we get a commission from the owner and sometimes from the buyer.

How do you find your clients?

We have two types of Clients: owners of stressed artwork willing to use our services of certification and later commercialization. And we also have investors who finance the services mentioned before.

For artwork owners, we rely on our founders' and advisors' networks. They have been in the business for 20 years and are very well-known and respected in the art market. Plus, a little elbow grease goes a long way!

For investors, we will initially attract people who want to invest in fine art, but find it hard due to the high cost and specific knowledge usually needed. We will also bring investors looking to diversify their portfolios by financing the acquisition, repair or certification of stressed and lost art work.  

What are your projections based on?

Growth projections are based on our current trajectory plus a series of conservative assumptions based on how and where we think we have an opportunity to grow within this huge market.

What are you going to spend the investment money on?

It’s always nice to have a little extra cash on hand, but the bulk of the investment will go towards growth and engineering. We are going to continue to develop our technology so that we can handle a higher number of transactions, in a lower friction environment with less sales people. We are going to hire content creators to help build out our backlog of websites, data practitioners to help us make better decisions, and expand the team as a whole because we are only as good as the quality of our human contributors.

How do I earn a return?

We are using FUND SAFE security. The FUND SAFE allows all investors in your campaign to be represented as one line item on your cap table. It helps startups fundraising under Reg CF avoid "messy cap table" concerns, save legal fees, and reduce the time spent structuring the terms of their financing. With the SAFE, investors only convert at a liquidity event – an acquisition, IPO, or change of control. Unlike a traditional SAFE, they don't automatically convert at subsequent equity financing. This ensures investors are never on the cap table as individuals. (That is, unless you'd like them to be – we can make that work, too.)

In 2013, Y Combinator created the SAFE (Simple Agreement for Future Equity) to allow startups to raise early-stage capital from angels and VCs. It's essentially a convertible note without interest and a true maturity date. With the creation by the SEC in 2016 of Regulation Crowdfunding (or “Reg CF” for short) we finally have a democratized means of raising funds required a new kind of investment instrument — one tailor-made for providing investment opportunities to a wide range of individuals rather than just a handful of wealthy angel investors and VCs.

Disclaimers

RISK FACTORS

The SEC requires the Company to identify risks that are specific to its business and financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company’s Business and Industry

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
The Company is still in an early phase and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Failure to declare the authenticity of an artwork or failure to value a stressed artwork.
The Company searches the market for stressed artworks, which have a problem that negatively impacts their valuation. This stressful condition, be it legal, financial, authenticity, deterioration, whatever it may be, can directly affect the company's results. The company may not be able to solve the problem of the stressed artwork. The artwork may not achieve any appreciation, sometimes even losing value.

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

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 certain key personnel 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, if any of these personnel 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 no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

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

Changes in government regulation could adversely impact our business.
The Company is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. The FCC and/or Congress may attempt to change the classification of or change the way that our online content platforms are regulated and/or change the framework under which Internet service providers are provided Convertible Notes Harbor for claims of copyright infringement, introduce changes to how digital advertising is regulated and consumer information is handled, changing rights and obligations of our competitors. We expect that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.

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

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

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

Risks Related to the Offering

The Company's management may have broad discretion in how the Company uses the net proceeds of an offering.
Unless the Company has agreed to a specific use of the proceeds from an offering, the Company's management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

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

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.
You should not rely on the fact that our Statement is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws, leading to an absence of certain regulation applicable to the Company.
No governmental agency has reviewed or passed upon this Offering, the Company or any Securities of the Company.
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 personal advisors.
Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

The Company has the right to extend the Offering deadline. The Company has the right to end the Offering early.
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 Target Offering Amount even after the Offering deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering 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. The Company may also end the Offering early; if the Offering reaches its target Offering amount after 21-calendary days but before the deadline, the Company can end the Offering with 5 business days’ notice. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to participate – it also means the Company may limit the amount of capital it can raise during the Offering by ending it early.

The Company has the right to conduct multiple closings during the Offering.
If the Company meets certain terms and conditions an intermediate close of the Offering can occur, which will allow the Company to draw down on half of the proceeds of the offering committed and captured during the relevant period. The Company may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors previously closed upon will not have the right to re-confirm their investment as it will be deemed completed.

Risks Related to the Securities

The Units of SAFE will not be freely tradable until one year from the initial purchase date. Although the Units of SAFE may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with his or her attorney.
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 Units of SAFE. Because the Units of SAFE have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Units of SAFE have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the Units of SAFE may also adversely affect the price that you might be able to obtain for the Units of SAFE in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor 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.

Investors will not become equity holders until the Company decides to convert the Securities into CF Shadow Securities or until there is a change of control or sale of substantially all of the Company’s assets.
Investors will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Series Securities. The Company is under no obligation to convert the Securities into CF Shadow Securities (the type of equity Securities Investors are entitled to receive upon such conversion). In certain instances, such as a sale of the Company or substantially all of its assets, an IPO or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Company.

Investors will not have voting rights, even upon conversion of the Securities into CF Shadow Securities; upon the conversion of the FUND SAFE to CF Shadow Securities (which cannot be guaranteed), holders of Shadow Securities will be required to enter into a proxy with the intermediary to ensure any statutory voting rights are voted in tandem with the majority holders of whichever series of securities the Shadow Securities follow.
Investors will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities (which the occurrence of cannot be guaranteed). Upon such conversion, CF Shadow Securities will have no voting rights and even in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders are required to enter into a proxy agreement with the Intermediary ensuring they will vote with the majority of the security holders in the new round of equity financing upon which the Securities were converted. For example, if the Securities are converted upon a round offering Series B Preferred Shares, the Series B- CF Shadow Security holders will be required to enter into a proxy that allows the Intermediary to vote the same way as a majority of the Series B Preferred Shareholders vote. Thus, Investors will never be able to freely vote upon any manager or other matters of the Company.Investors will not be entitled to any inspection or information rights other than those required by Regulation CF.

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

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

The Company may never elect to convert the Securities or undergo a liquidity event.
The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions. The Company may pay dividends to its existing and future holders of capital stock without triggering the SAFE or incurring additional liabilities or obligations to Purchasers.
In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management. It is not possible to foresee all risks that may affect us. Moreover, the Company cannot predict whether the Company will successfully effectuate the Company’s current business plan. Each prospective Investor is encouraged to carefully analyze the risks and merits of an investment in the Securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above.

Equity securities acquired upon conversion of SAFE securities may be significantly diluted as a consequence of subsequent financings.
Company equity securities will be subject to dilution. Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from SAFE conversion will be subject to dilution in an unpredictable amount. Such dilution may reduce the purchaser’s control and economic interests in the Company.
The amount of additional financing needed by Company will depend upon several contingencies not foreseen at the time of this offering. Each such round of financing (whether from the Company or other investors) is typically intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds are not sufficient, Company may have to raise additional capital at a price unfavorable to the existing investors, including the purchaser. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the purchaser’s Company securities.

Equity securities issued upon conversion of company SAFE securities may be substantially different from other equity securities offered or issued at the time of conversion.
Company may issue to converting SAFE holders equity securities that are materially distinct from equity securities it will issue to new purchasers of equity securities. This paragraph does not purport to be a complete summary of all such distinctions. Equity securities issued to SAFE purchasers upon their conversion of Company SAFE securities will be distinct from the equity securities issued to new purchasers in at least the following respects: to the extent such equity securities bear any liquidation preferences, dividend rights, or anti-dilution protections, any equity securities issued at the Conversion Price (as provided in the SAFE Agreements) shall bear such preferences, rights, and protections only in proportion to the Conversion Price and not in proportion to the price per share paid by new investors in the equity securities. Company may not provide converting SAFE purchasers the same rights, preferences, protections, and other benefits or privileges provided to other purchasers of Company equity securities.

There is no present market for the Securities and we have arbitrarily set the price.
The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our net worth or prior earnings. We cannot assure you that the Securities could be resold by you at the Offering price or at any other price.

In a dissolution or bankruptcy of the Company, Investors will not be treated as priority debt holders and therefore are unlikely to recover any assets in the event of a bankruptcy or dissolution event.
In a dissolution or bankruptcy of the Company, Investors of Securities which have not been converted will be entitled to distributions as described in the CROWD SAFE. This means that such Investors will be at the lowest level of priority and will only receive distributions once all creditors as well as holders of more senior securities, including any preferred stock holders, have been paid in full. If the Securities have been converted into CF Shadow Share Securities or SAFE Preferred Securities, the Investors will have the same rights and preferences (other than the ability to vote) as the holders of the Securities issued in the equity financing upon which the Securities were converted. Neither holders of CROWD SAFE nor holders of CF Shadow Share Securities nor SAFE Preferred Securities can be guaranteed a return in the event of a dissolution event or bankruptcy.

While the CROWD SAFE provides for mechanisms whereby a CROWD SAFE holder would be entitled to a return of their purchase amount, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.
In certain events provided in the CROWD SAFE, holders of the CROWD SAFE may be entitled to a return of their principal amount. Despite the contractual provisions in the CROWD SAFE, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore, potential purchasers should not assume that they are guaranteed a return of their investment amount.

While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.
Upon the occurrence of certain events, as provided in the CROWD SAFE agreement, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the CROWD SAFE agreement, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

There is no guarantee of a return on an Investor’s investment.
There is no assurance that an Investor will realize a return on its investment or that it will not lose its entire investment. For this reason, each Investor should read this document and all Exhibits carefully and should consult with its own attorney and business advisor prior to making any investment decision.

Legal Matters
Any prospective Investor should consult with its own counsel and advisors in evaluating an investment in the Offering.

Additional Information
The summaries of, and references to, various documents in this document do not purport to be complete and in each instance reference should be made to the copy of such document which is either an appendix to this document or which will be made available to Investors and their professional advisors upon request.
Prior to making an investment decision regarding the Securities described herein, prospective Investors should carefully review and consider this entire Statement. The Company is prepared to furnish, upon request, a copy of the forms of any documents referenced in this Statement. The Company’s representatives will be available to discuss with prospective Investors and their representatives and advisors, if any, any matter set forth in this document or any other matter relating to the Securities described in this Statement, so that prospective Investors and their representatives and advisors, if any, may have available to them all information, financial and otherwise, necessary to formulate a well- informed investment decision. Additional information and materials concerning the Company will be made available to prospective Investors and their representatives and advisors, if any, at a mutually convenient location upon reasonable request.

THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PROSPECTIVE INVESTOR CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS STATEMENT AND SHOULD CONSULT WITH HIS OR HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.
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