The Company has granted the representative of the underwriters a day option to purchase up to an aggregate ofadditional shares of its common stock to cover over-allotments, if any. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include, among other things, increasing its working capital, funding research and development including clinical trialsvendor payables, regulatory submissions, hiring additional personnel and capital expenditures.
We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a writedown on our investment in such property interest.
All of these factors may result in losses in relation to amounts spent which are not recoverable. If we lose any of our existing employees or consultants, there is no assurance that we would find a suitable replacement on acceptable terms. If either of our current employees or our principal consultant 6 in Mexico were to die, become disabled or leave the company, we would be forced to identify and retain individuals to replace them.
William and David Reid are our only employees at this time. Jose Perez Reynoso is our consultant in Mexico who oversees our properties and operations. There is no assurance that we can find suitable individuals to replace them or to add to our employee base if that becomes necessary.
We are entirely dependent on these individuals as our only personnel at this time. We have no life insurance on any individual at this time, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary.
Since we are conducting this offering on a best efforts basis, there is no assurance that we will receive sufficient proceeds to complete exploration of our properties or acquire another property with development potential.
There is no minimum number of shares that we must sell and no minimum amount of proceeds that we must receive in order to utilize investor funds.
As a result, each dollar received by us will be deposited in our bank account and available for all valid corporate purposes. There is no assurance that the amount of money we receive will be sufficient to complete exploration of either of our properties and the other purposes for which we have budgeted this money.
If the results of this offering are insufficient, we may be forced to sell additional shares of our stock, with the concurrent risk of additional dilution to our then-existing shareholders. If we are unable to sell any additional stock, we may be forced to liquidate our properties, and investors in this offering may lose their investment.
A default would be caused by our failure to pay the notes after demand. In the event that we did not receive sufficient proceeds from this offering to repay the notes and the officers demanded repayment, we may be forced to liquidate all or a portion of our property to satisfy the indebtedness.
In that event, our shareholders may lose all or a portion of their investment. In the event of a dispute regarding title to our property or any facet of our operations, it will likely be necessary for us to resolve the dispute in Mexico, where we would be faced with unfamiliar laws and procedures.
The resolution of disputes in foreign countries can be costly and time consuming, similar to the situation in the United States. However, in a foreign country, we face the additional burdens of understanding unfamiliar laws and procedures.
We may not be entitled to a jury trial, as we might be in the United States. Further, to litigate in any foreign country, we would be faced with the necessity of hiring lawyers and other professionals who are familiar with the foreign laws.
For these reasons, we may incur unforeseen losses if we are forced to resolve a dispute in Mexico or any other foreign country. Risks Relating to Our Common Stock The offer and sale of our common stock by selling shareholders may adversely affect our ability to sell stock and obtain funds for additional exploration.
Offers and sales of our common stock by the selling shareholders may directly compete with the offer and sale of common stock by us.
We and the selling shareholders may appeal to the same potential purchasers of our common stock. This is especially true due to the absence of a trading market for our stock.
The lack of a trading market reduces the visibility of our company and our stock. Accordingly, we may sell less stock than would be the case if there were no selling shareholders, reducing the proceeds available for exploration of our properties and pursuit of our business plan.
The sale of common stock by the selling shareholders or other shareholders could depress the price of our common stock in the future.
This will be especially true if we are unable to obtain a sufficient number of broker-dealers to buy and sell our stock. A small number of existing shareholders control our company, which could limit your ability to influence the outcome of any shareholder vote.
Under our Articles of Incorporation and Colorado law, the vote of a majority of the shares outstanding is generally required to approve most shareholder action. As a result, these individuals and entities will be able to control the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our Articles of Incorporation or proposed mergers or other significant corporate transactions.
We have no existing agreements or plans for mergers or other corporate transactions that would require a shareholder vote at this time and we do not foresee any such transaction in the future. However, shareholders should be aware that they may have limited ability to influence the outcome of any vote in the future.
Since there is presently no market for our common stock and there is no assurance that a market will develop in the future, purchasers of our common stock may have difficulty selling their shares, should they desire to do so.The RCF Evox 8 is a portable compact size sound reinforcement system.
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