Private Memorandum
For Further Information Please Contact:
Dr. Jake Baker, Managing Partner
OctaveXL
Jake.Baker@OctaveXL.com
(682) 500-2132
Table Of Contents
| Confidentiality – Disclaimer | Page 3 |
| Introduction – Understanding The Times – OctaveXL | Page 16 |
| Executive Summary | Page 21 |
| Rebirth of the Internet | Page 22 |
| Company Overview | Page 24 |
| The Market | Page 25 |
| Cyber Security | Page 25 |
| Medical Industry | Page 26 |
| Internet Component | Page 27 |
| Advertising – Last Mile Provider | Page 27 |
| Video Storage Component | Page 27 |
| Mobile Phone Market | Page 28 |
| The Verticals | Page 29 |
| Strategic Planning | Page 30 |
| Business Intelligence | Page 30 |
| Early and Continuous Delivery | Page 30 |
| Operating Design – Conclusion | Page 32 |
| Use of Funds | Page 33 |
| The Business Opportunity and Return on Investment | Page 34 |
| Company Synopsis | Page 39 |
Confidentiality and Disclaimer
This Confidential Information Memorandum has been prepared by OctaveXL (Company) from materials and information created by or for OctaveXL. This Confidential Information Memorandum is being provided pursuant to a separate Confidentiality Agreement executed by a limited number of parties who may be interested in investing in the seed round for the Company. By accepting the Confidential Information Memorandum, the recipient(s) agrees that neither it nor its agents, representatives, directors or employees will reproduce or distribute to others said document, in whole or in part, at any time without the prior written consent of OctaveXL and that it will keep permanently confidential all information contained herein. This Confidential Information Memorandum shall remain the property of OctaveXL. The Company reserves the right to call for the return of this document at any time. While the information contained herein is believed to be materially accurate, claims made are received in light of the understanding that this funding round will facilitate the Company’s “Proof of Concept” and therefore is not a warranty or guarantee of success although all good faith and best scientific practices will be employed to work toward the successful conclusion of the proof of concept with respect to such information provided in this document. The recipient(s) acknowledges the sole responsibility to perform a due diligence review at its own cost prior to any investment of or funds into OctaveXL. OctaveXL disclaims any and all liability for representations, expressed or implied, contained in, or for omissions from, this Confidential Information Memorandum.
THE INFORMATION CONTAINED IN THIS PRESENTATION IS INTENDED ONLY FOR THOSE PERSONS WHO QUALIFY AS “ACCREDITED INVESTORS” AND ARE OTHERWISE QUALIFIED TO INVEST. THE INFORMATION INCLUDED IN THIS PRESENTATION CANNOT BE SAVED, COPIED OR REDISTRIBUTED WITHOUT THE EXPRESS PERMISSION OF THE FOUNDERS. NO INFORMATION IN THIS PRESENTATION SHOULD BE CONSTRUED AS AN OFFER TO SELL SECURITIES OR A SOLICITATION TO PURCHASE SECURITIES. FINANCIAL INFORMATION AND DATA HEREIN ARE UNAUDITED ESTIMATES AND MAY BE BASED ON SOURCES THE OCTAVEXL/ZOOTTR.AI BELIEVES, BUT DOES NOT CERTIFY TO BE, ACCURATE. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND CONSTITUTES PROPRIETARY INFORMATION AND TRADE SECRETS OF OCTAVEXL/OCTAVEXL. BY ACCEPTING THESE MATERIALS, YOU ACKNOWLEDGE THAT THEIR DISCLOSURE IS PROHIBITED, AND YOU AGREE TO ABIDE BY SUCH RESTRICTION.
PAST FINANCIAL PERFORMANCE MAY NOT BE INDICATIVE OF FUTURE RESULTS.
CONFIDENTIALITY NOTICE: THIS PRESENTATION AND ANY FILES TRANSMITTED WITH ARE CONFIDENTIAL, AND WE INTENT THEM SOLEY FOR THE USE OF THE INDIVIDUAL OR ENTITY TO WHICH WE ADDRESS IT. IF YOU ARE NOT ONE OF THE NAMED RECIPIENT(S) OR OTHERWISE HAVE REASON TO BELIVE YOU HAVE RECEIVED THIS MESSAGE IN ERROR, PLEASE NOTIFY SENDER AND DESTROY THIS MESSAGE.
INTELLECTUAL PROPERTY, COPYWRITE, AND PRIVACY LAWS PROHIBIT THE UNAUTHORIZED USE, RETENTION, DISSEMINATION, FORWARDING, PRINTING, OR COPYING OF THIS EMAIL OR ANY ATTACHMENTS
STATE RESTRICTIVE LEGENDS
THE INCLUSION OF RESTRICTIVE LEGENDS FOR EACH STATE IN THIS MEMORANDUM IS NOT INTENDED TO IMPLY THAT THE SECURITIES COVERED BY THIS MEMORANDUM ARE TO BE OFFERED FOR SALE IN EVERY STATE, BUT IS MERELY A PRECAUTION IN THE EVENT THIS MEMORANDUM MAY BE TRANSMITTED INTO ANY STATE OTHER THAN AS MAY BE DELIVERED BY THE COMPANY.
NOTICE TO RESIDENTS OF ALL STATES:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD SOLELY IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THERE IS NO PUBLIC MARKET FOR THE SECURITIES OF THE COMPANY. EVEN IF SUCH MARKET EXISTED, PURCHASERS OF SECURITIES WILL BE REQUIRED TO REPRESENT THAT THE SECURITIES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO SALE OR DISTRIBUTION, AND PURCHASERS WILL NOT BE ABLE TO RESELL THE SECURITIES UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND QUALIFIED UNDER THE APPLICABLE STATE STATUTES (OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE). PURCHASERS OF THE SECURITIES SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSION OR ANY OTHER STATE OR FEDERAL REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING, NOR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SEE “INVESTOR SUITABILITY STANDARDS,” “RISK AND OTHER IMPORTANT FACTORS”.
THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN ANY PARTICULAR STATE. THIS MEMORANDUM MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS.
THE SECURITIES REPRESENTED HEREIN HAVE NOT BEEN REGISTERED WITH THE SECURITIES COMMISSION PURSUANT TO SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) IN RELIANCE ON EXEMPTIONS FROM REGISTRATION INCLUDING SECTION 3(B), SECTION 4(2), REGULATION D, RULE 504, 505 OR 506 AND SECTION 4(6) THE “ACCREDITED INVESTOR EXEMPTION” THEREUNDER FOR LIMITED OFFERINGS, FOR PRIVATE OFFERINGS AND RELEASE 33-4708 ISSUED BY THE SECURITIES COMMISSION ON JULY 9, 1964, FOR OFFERINGS TO FOREIGNERS.
FOR ALABAMA RESIDENTS ONLY:
THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOTRECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE PURCHASE PRICE OF THE INTEREST ACQUIRED BY A NON-ACCREDITED INVESTOR RESIDING IN THE STATE OF ALABAMA MAY NOT EXCEED 20% OF THE PURCHASER’S NET WORTH.
FOR ALASKA RESIDENTS ONLY:
THE SECURITIES OFFERED HAVE BEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF ALASKA UNDER PROVISIONS OF 3 AAC 08.500-3 AAC 08.506. THE INVESTOR IS ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THIS DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACT OF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A VIOLATION OF A.S. 45.55.170. THE INVESTOR MUST RELY ON THE INVESTOR’S OWN EXAMINATION OF THE PERSON OR ENTITY CREATING TEE SECURITIES, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.
FOR ARIZONA RESIDENTS ONLY:
THE SECURITIES OBTAINED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ARIZONA, AS AMENDED, AND ARE OFFERED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PURSUANT TO A.R.S SECTION 44-1944 (1) TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING. THE SECURITIES CANNOT BE RESOLD UNLESS REGISTERED UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR ARKANSAS RESIDENTS ONLY:
THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 14(B) (14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE PURCHASE PRICE OF THE INTEREST ACQUIRED BY AN UNACCREDITED INVESTOR RESIDING IN THE STATE OF ARKANSAS MAY NOT EXCEED 20% OF THE PURCHASER’S NET WORTH.
FOR CALIFORNIA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATIONS CODE BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER THE SECURITIES OFFERED HEREBY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSION OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER’S RULES.
FOR COLORADO RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT, IF SUCH REGISTRATION IS REQUIRED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OF SECURITIES OF THE STATE OF COLORADO, NOR HAS THE COMMISSION OF SECURITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR CONNECTICUT RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36-495 OF THE CONNECTICUT UNIFORM SECURITIES ACT. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR DELAWARE RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE DELAWARE SECURITIES ACT, AND ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 7309(B)(9) OF THE DELAWARE SECURITIES ACT, AND RULE 9(H)(9)(II) THEREUNDER.
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR DISTRICT OF COLUMBIA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE DISTRICT OF COLUMBIA SECURITIES ACT SINCE SUCH ACT DOES NOT REQUIRE REGISTRATION OF SECURITIES ISSUES. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR FLORIDA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE FLORIDA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE FLORIDA SECURITIES ACT, IF SUCH REGISTRATION IS REQUIRED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVEROCCURS LATER.
FOR GEORGIA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECTION 10-5-5 OF THE GEORGIA SECURITIES ACT OF 1973, AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS THEREFROM. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR HAWAII RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE HAWAII UNIFORM SECURITIES ACT (MODIFIED), BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR IDAHO RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT (THE ACT), AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF IDAHO ONLY IF REGISTERED PURSUANT TO THE ACT, OR IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH.
FOR ILLINOIS RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ILLINOIS SECURITIES LAW BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING.
FOR INDIANA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 3 OF THE INDIANA BLUE SKY LAW, AND ARE OFFERED PURSUANT TO AN EXEMPTION PURSUANT TO SECTION 23-2-1- 2(B)(10) THEREOF, AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF INDIANA ONLY IF SUBSEQUENTLY REGISTERED, OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. INDIANA REQUIRES INVESTOR SUITABILITY STANDARDS OF A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS, AND AUTOMOBILES) OF TWICE THEINVESTMENT, BUT NOT LESS THAN $30,000 AND GROSS INCOME OF $30,000.
FOR IOWA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE IOWA UNIFORM SECURITIES ACT (THE “ACT”) AND ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 502.203(9) OF THE ACT. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR KANSAS RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE KANSAS SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR KENTUCKY RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF KENTUCKY, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE OPERATOR IN ALL SALES TO NON-ACCREDITED INVESTORS MUST HAVE REASONABLE GROUNDS TO BELIEVE, AFTER MAKING INQUIRY THAT: (1) THE INVESTMENT IS SUITABLE FOR THE PURCHASER ON THE BASIS OF THE FACTS DISCLOSED BY THE PURCHASER AS TO HIS OR HER OTHER SECURITY HOLDINGS AND TO HIS OR HER FINANCIAL SITUATION AND NEEDS. (THERE IS A PRESUMPTION FOR THE LIMITED PURPOSE OF THIS CONDITION THAT IF THE INVESTMENT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH THAT IT IS SUITABLE). (2) THE INVESTOR, EITHER ALONE OR WITH REPRESENTATIVES, HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE TO EVALUATE THE MERITS AND RISKS OF THE INVESTMENT. THE SECURITIES REPRESENTED IN THIS MEMORANDUM AND SUBSCRIPTION DOCUMENTS ARE BEING SOLD PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
FOR LOUISIANA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE LOUISIANA SECURITIES LAW, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 25% OF THE INVESTOR’S NET WORTH.
FOR MAINE RESIDENTS ONLY:
THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES.
THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.
FOR MARYLAND RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MARYLAND SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR MASSACHUSETTS RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THISOFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR MICHIGAN RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 451.701 OF THE MICHIGAN UNIFORM SECURITIES ACT (THE ACT) AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF MICHIGAN ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT, OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH.
FOR MINNESOTA RESIDENTS ONLY:
THE SECURITIES REPRESENTED BY THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER CHAPTER BOA OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHER WISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM.
FOR MISSISSIPPI RESIDENTS ONLY:
THESE SECURITIES ARE OFFERED PURSUANT TO A CERTIFICATE OR REGISTRATION ISSUED BY THE SECRETARY OF STATE OF MISSISSIPPI PURSUANT TO RULE 477. THE SECRETARY OF STATE DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES THE SECRETARY OF STATE PASS UPON THE TRUTH, MERITS, OR COMPLETENESS OF ANY OFFERING FILED WITH THE SECRETARY OF STATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FOR MISSOURI RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MISSOURI UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR MONTANA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF MONTANA, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR NEBRASKA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF NEBRASKA, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR NEVADA RESIDENTS:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEVADA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR NEW HAMPSHIRE RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW HAMPSHIRE UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED LOT OF THE INVESTOR’S NET WORTH
FOR NEW JERSEY RESIDENTS ONLY:
THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THE WITHIN OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR NEW MEXICO RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE NEW MEXICO DEPARTMENT OF REGULATION AND LICENSING, NOR HAS THE SECURITIES BUREAU PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FOR NEW YORK RESIDENTS ONLY:
THESE SECURITIES RAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES (“MARTIN”) ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES (“MARTIN”) ACT, IF SUCH REGISTRATION IS REQUIRED. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING, NOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THIS PRIVATE OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN THE LIGHT OF THECIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.
FOR NORTH CAROLINA RESIDENTS:
THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE NORTH CAROLINA SECURITIES ACT. THE NORTH CAROLINA SECURITIES ADMINISTRATOR NEITHER RECOMMENDS NOR ENDORSES THE PURCHASE OF ANY SECURITY, NOR HAS THE ADMINISTRATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH.
FOR NORTH DAKOTA RESIDENTS:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE STATE OF NORTH DAKOTA, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FOR OHIO RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE OHIO SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR OKLAHOMA RESIDENTS ONLY:
THE SECURITIES REPRESENTED BY THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1~33, AS AMENDED, OR THE OKLAHOMA SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR THE OKLAHOMA SECURITIES ACT, OR AN OPINION SUCH REGISTRATION IS EXEMPT UNDER THE ACT.
FOR OREGON RESIDENTS ONLY:
THE SECURITIES OFFERED HAVE BEEN REGISTERED WITH THE CORPORATION COMMISSIONER OF THE STATE OF OREGON UNDER PROVISIONS OF OAR 815 DIVISION 36. THE INVESTOR IS ADVISED THAT THE COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY ON THE INVESTOR’S OWNEXAMINATION OF THE COMPANY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.
FOR PENNSYLVANIA RESIDENTS ONLY:
PURSUANT TO SECTION 207 (M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (THE “1972 ACT”), EACH PENNSYLVANIA RESIDENT WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION UNDER SECTIONS 203(D), (F), (~) OR (R) OF THE 1972 ACT DIRECTLY FROM AN ISSUER OR AN AFFILIATE OF AN ISSUER SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON, WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE, OR IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO WRITTEN BINDING CONTRACT OF PURCHASE, WITHIN TWO BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THE TEXT OF THE MEMORANDUM, INDICATING HIS OR HER INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY (IN PERSON OR BY TELEPHONE, TO THE COMPANY AT THE NUMBER LISTED IN THE TEXT OF THE MEMORANDUM), A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED. NEITHER THE PENNSYLVANIA SECURITIES COMMISSION NOR ANY OTHER AGENCY HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR RHODE ISLAND RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE BLUE SKY LAW OF RHODE ISLAND, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR SOUTH CAROLINA RESIDENTS ONLY:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR SOUTH DAKOTA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER CHAPTER 47-31 OF THE SOUTH DAKOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. EACH SOUTH DAKOTA RESIDENT PURCHASING ONE OR MORE WHOLE OR FRACTIONAL UNITS MUST WARRANT THAT HE HAS EITHER (1) A MINIMUM NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF $30,000 AND A MINIMUM ANNUAL GROSS INCOME OF $30,000 OR (2) A MINIMUM NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF $75,000. ADDITIONALLY, EACH INVESTOR WHO IS NOT AN ACCREDITED INVESTOR OR WHO IS AN ACCREDITED INVESTOR SOLELY BY REASON OF HIS NET WORTH, INCOME OR AMOUNT OF INVESTMENT, SHALL NOT MAKE AN INVESTMENT IN THE PROGRAM IN EXCESS OF 20% OF HIS NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES).
FOR TENNESSEE RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE TENNESSEE SECURITIES ACT OF 1980, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR TEXAS RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE TEXAS SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THE STATE OF TEXAS, IF SUCH REGISTRATION IS REQUIRED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH.
FOR UTAH RESIDENTS:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE UTAH UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR VERMONT RESIDENTS:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE VERMONT SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR VIRGINIA RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE VIRGINIA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR WASHINGTON RESIDENTS ONLY:
THIS OFFERING HAS NOT BEEN REVIEWED OR APPROVED BY THE WASHINGTON SECURITIES ADMINISTRATOR, AND THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT (THE ACT”) OF WASHINGTON CHAPTER 21.20 RCW AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF WASHINGTON ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTOR MUST RELY ON THE INVESTORS OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.
FOR WEST VIRGINIA RESIDENTS:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE WEST VIRGINIA UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO, ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR WISCONSIN RESIDENTS ONLY:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE WISCONSIN UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR WYOMING RESIDENTS:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE WYOMING UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. WYOMING REQUIRES INVESTOR SUITABILITY STANDARDS OF A $250,000 NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS, AND AUTOMOBILES), AND AN INVESTMENT THAT DOES NOT EXCEED 20% OF THE INVESTOR’S NET WORTH.
Introduction – Understanding the Times
OctaveXL – Delivering the Future
We have known from the beginning that we needed a secure version of Zoom, which is little more than a spy trap for the Chinese Communist Party (CCP). Yet, inexplicably, bureaucrats in government, business, education, and science use Zoom as their platform of choice.
We need an uncompromised private/Hybrid cloud platform, cloud storage, mobile phones that work anywhere, even around the world, in complete privacy, our own streaming platforms that cannot be shut down, and our own news channel, that is not a propaganda outlet or globalist house organ. Unfortunately, the rise of NewsMax is not the answer. Unfortunately, the owner/entrepreneur of NewsMax, Chris Ruddy, is not a conservative. He is a likeable and somewhat flamboyant opportunist who saw a chance to capitalize on FoxNews’ lurch to the left. However, lest we forget, he also gave a million dollars to the Clinton Foundation.
But there is a larger problem. Simply replacing each of the components will do us no good if we don’t control the platform on which these systems ride. Currently, all platforms are controlled by others and not the end users of the good and services. We need a whole new system of rails on which to ride.
In other words, we need a new internet, 100% privacy, and the ability to communicate as well as share and store information with absolute security. It is for this purpose that we have created OctaveXL.
When completed OctaveXL will provide the following:
- A whole new Internet 6.1 with “relative” speed 19,900% faster than the current internet due to new transmission language (Digilogue2) and protocols.
- This new internet will ride seamlessly with the current internet but will also generate its own internet apart from existing platforms as well as providing states their own intranet as that becomes a necessity down the road
- This new internet/intranet can ride on either a satellite or terrestrial antenna system.
- It will be able to be received on any computer or video system via a thumb drive initially and/or chip later and we anticipate a phone app will be available as a part of the development process. o There will be both a generic language for “general” use and a secondary language for higher function.
- The new language, Digilogue2, provides an unbreakable language during both storage and transmission and eliminates miles and miles of streaming ones and zeros.
- We now understand that Digilogue2 will allow a sender to submit one message to multiple receivers and each will receive only that part of the message intended for them.
- Because of the unique properties of Digilogue2, we will see shocking reductions in the cost of storing or transmitting video, audio, or other data. As an example, using our system, we believe that YouTube would save about $19 billion annually in energy costs.
The First Private Global Internet In History Owned and Controlled By A Private Firm
OctaveXL will create its own internet 6.1/intranet 6.1, its own operating system on which television broadcasts, streaming, cellphones (which will operate anywhere in the world like a satellite phone but without the cost) messaging, and search functions will all exist when it serves our purposes inside the current system and at our discretion operate seamlessly outside of the current globalist-controlled internet system.
Finally, the profit centers for funding a countermovement are endless. As just one example, current ISPs are paying about $10 per second for a terabyte of pipeline. Our system could handle the same amount of density and traffic for less than a penny per second.
In short, this gives us a platform outside of “their” platform on which we can build ALL of our new systems. We can provide both a new secure internet 6.1 with absolute security as well as an internet 6.1/intranet 6.1 for states who desire to keep their communiques private within their state system should that be advantageous. Individual states would also have the ability to allow or ban other states into their intranet 6.1 system.
I am supremely confident that our scientists have the brilliance, the experience (years of DARPA, initial internet, and work on the Hubble telescope) to make all of this happen. We know that the antenna system already works. We know that a crude early version of what will become Digilogue2 worked with Hubble and we know that now the high-speed neural network is workable both on terrestrial systems as well satellite systems because of Digilogue2. Now it becomes a matter of building out the standardization.
Securing funding for the buildout of this system is the next step in what will be not only a quantum leap in technology but will also break the global cabal’s stronghold on the platforms on which we must ride. In fact, if properly executed, we may well make their systems financially nonviable, which means we can force a mass migration to our platform. That means, when the time comes, we will have the power to bind and loose – or platform or deplatform – when we choose and at those strategic moments when what might be called the “Haman Project” could be unveiled.
In a phase two development of this project, we believe that we can extend the virtual speed and density increase of the internet 6.1 to internet 6.2 which will be yield a virtual speed and density increase of 99,500%.
We believe that this is that appointed hour when the propitious favor of heaven will gather the necessary parts and pieces to change the entire tech landscape. While a ferocious spirit of evil has been unleashed on the world and specifically on America, Yahweh still sits on the throne and His will must be done on earth as it is in Heaven and each of us must fulfill that destiny for which we were ordained before the foundations of the world were laid.
Giant prizes like CNN have now become a burden on the books of AT&T. They are anxious to rid themselves of this billion-dollar boat anchor. But whether CNN is acquired, or a new network is developed, that broadcast signal can ride on our new platform and can either seek placement on cable heads around the country or simply be made available via satellite to set top boxes in individual homes.
Finally, upon initial completion, a simple chip and app can be placed into smart TVs and other smart devices, automobiles, cell phones, computers, and virtually any technology device. All communications, streaming, data storage, transmission, and computing (including edge computing) will be absolutely secure and lightning fast at a virtual speed increase of 19,900% on a new internet 6.1 platform that can operate within the current system or as a stand-alone over which we, if you will, a new KC (Kingdom Consortium) would have complete control. We will create a satellite based global network and a terrestrial based internet 6.1/intranet 6.1 platform that can be owned by the KC and/or the licensed to the individual state(s).
I am persuaded that this is the appointed time and it awaits our ability to seize this moment and act with boldness. We have both the concept and expertise to make this happen. We will be capable of developing verticals which will both create profit centers and provide us with the ability to generate new capital to fund not only the further development of this project but a myriad of other related and vital projects.
Executive Summary
OctaveXL – Delivering the Future
What we are about to do will not change the laws of physics, but it will most certainly shape them to do that which we have heretofore considered impossible. OctaveXL is introducing technology that no longer seeks to make the internet a little faster, data transmission slightly safer, or data storage more compact by physical functions and data compression. We are, instead, harvesting a technology crop produced by shaping the laws of physics and mathematics to do our bidding in a whole new way.
This is a generational light-speed leap forward which will deliver the future. When such changes find their genesis among us, we need to be ready to catch the vision, capture the moment and harness the financial, scientific, medical, security and innovative applications of previously unimagined technological breakthroughs and a whole new understanding of the internet of things.
“Mr. Watson – Come here – I want to see you.”
Alexander Graham Bell uttered those words to his assistant, Thomas Augustus Watson, on March 10, 1876. Those nine words changed the world. These words did not just signal a change in communications from the telegraph to the telephone. They were the birth of the innovation and the genesis of 150 years of technological revolution unequalled in human history. They changed our understanding of communications but, in a larger way, our understanding of physics and the movement of electrons.
In the early 80s two engineers, after a frenzied weekend of code writing in a hotel room, came up with TCP and the internet as we know it was actually born in a radio equipped step van on the streets of San Francisco.
That event would change the world. Communications, data transmission, and the ability to share that data were increased exponentially. While TCP/IP changed the world, it also left us with a unsurmountable mountain of problems. Speed, switching, electronic collisions, security and bandwidth limitations have challenged us and led down many rabbit holes that looked promising but, in the end, left us with the same challenges we had from the beginning. But all that is about to change.
About every 40 years there is a dynamic or transformative event. The internet was one of those transformative moments. But as you are reading this today, there is another transformative event that will, in all reality, dwarf even the birth of the internet.
Rebirth of the Internet
Two shaggy-haired unheralded engineers Bob Kahn and Vincent Cerf changed the world just as Bell had done in 1876.
A small little-known company OctaveXL, is about to do it again. OctaveXL has formulated and completed preliminary planning for the standardization of concept for Digilogue2 which will once again change everything about the internet including:
Increasing virtual speed and data density by 19,900%, it will forever end the ability of hackers or spies to pilfer data during transmission on servers, the cloud, or as it is being transmitted through unsecured pipes. Digilogue2 will allow what is currently stored on 100,000 servers to be reduced to a mere 500 servers. It will allow a neural network to not just cover a room, a building, or even a city. It will allow a neural network to cover the entire planet. It will mean that the medical world to monitor patients as if they were in an ICU with a simple wearable device such as a watch and record that dozen or so medical functions in a HIPPA compliant manner every 15 seconds. The DoD will be able to monitor the health of combatants in a surgical operation or an entire battlefield anonymously, without transmitting positions to enemy combatants or broadcasting any signals that can be traced or stolen.
It will make cell phones function like satellite phones anywhere in the world. It will allow the monitoring of elderly patients in institutional care or individuals concerned about their health whether they are at home or traveling the world.
In short, it will end all those inherent problems with the internet, data storage and transmission security while making the movie you want to watch come to you in 1 second and unpack on your computer for the length of the movie ending buffering and transmission interruption. Digilogue2 creates its own operating system which is a stand-alone system or can operate with any other operating system. It is undetectable, cannot be hacked, and ends the need for encryption.
Digilogue2 is the ultimate “green or stewardship technology” and because of the dramatically reduced cost of hardware, and extraordinary reductions in power consumption it would, when fully implemented, save a company the size of YouTube about $19 billion a year in power consumption. It has the potential to save the world about $1 trillion annually in electrical consumption. In short this will change the existing power structures in place today.
Imagine what the landscape would look like if the world-wide corporations, tech-oligarchs, and global money powers were suddenly no longer our masters or even a part of our equation? Imagine if our platform were so cost effective that we were the driving force in the market. I believe that is not just a possibility, but a reality waiting to happen.
The profit centers are almost endless from banking to ISPs, from security to communications, and from the battlefield to the streaming platform and broadcast networks. This can be one of those ah ha moments. In fact …
… This is that moment. That opportunity. We believe this is that once in a generation paradigm shift, that appointed time in reserved for this time. The question is not about the science, it works. The question is not about the verticals such as:
- Security in both the private and government sector
- Video transmission and storage
- Cellular use which will drop costs by more than 70% while giving your cell phone the ability to work anywhere in the world and providing you with cellular internet speeds in excess of 10K meg per second
- Video and Audio broadcast cost reduction and dramatic quality increase
- Military use
- Machine learning
- And so many more verticals including dramatic new revenue sources for state governments perhaps allowing them to eliminate state property taxes altogether.
No, the question is … how will each of us respond? Do we have the vision to see the future and grab on with both hands and be a part of the technology that will change the world from deep space and deep-sea research, to protecting intellectual property and financial documents, stop deep state and prying foreign intelligence and rogue states from cyber-theft while securing once and for all securing our election system? This is that moment and we want to invite you to be a part of this historic technological breakthrough. Carpe Techem – Seize the Technology.
Company Overview – OctaveXL & Digilogue2 – Market Snapshot
If we begin with the understanding that the verticals or markets into which this technology will have benefit, the profit picture becomes staggering. Below see the chart we created to show just a few of the verticals available to us. We have weighted those market possibilities based solely on either current discussions with those in that market or our estimated possibility or probability of a potential market share based on the likelihood of market penetration based on our estimation of their need for our application. While these numbers do not guarantee market shares or ROI we believe that they are entirely possible.
| Market/Verticals | Size of Market | Weighting of Opportunity |
| Internet Service Providers | $400 Billion Global | 100% at $4 Billion For 1% Market Share |
| Advertising | $500 Billion Global | 100% at $5 Billion for 1% Market Share |
| Prison Security Market | $7 Billion US | 30% $210 Million For 3% Market Share |
| Video Streaming/Storage | $500 Billion Global | 100% $10 Billion For 3% Market Share |
| Cellphone Industry | $900 Billion US | 100% $9 Billion For 1% Market Share |
| Cyber Security | $100 Billion Global | 100% $1 Billion For 1% Market Share |
| Broadcast Industry | $350 Billion Global | 25% $3.5 Billion For 1% Market Share |
| State & Fed Govt Internet | $400 Billion US | 25% $12 Billion For 3% Market Share |
| Telemed | $50 Billion Global | 100% $15 Billion For 3% Market Share |
| Military & Defense | $800 Billion Global | 33% $20 Billion For .025% Market Share |
| Science & Exploration | $10 Billion Global | 20% $100 Million For 1% Market Share |
| Medicine/HealthCare | $12 Trillion Global | 33% $12 Billion For .1% Market Share |
The Market
At the heart of sales is problem solving and Digilogue2 solves both a government and industrywide problem in a way that is both cost effective and easily managed and touches every entity that uses digital transmission or storage or is reliant upon any industry that does. Knowing the problems that will be solved with the OctaveXL software and partner components, OS-8 operating system and DigiLogue2 storage, one is tempted to ask, “Who won’t be a customer?” But perhaps we can look specifically at a few potential verticals and examine their challenges and find out how OctaveXL meets those needs.
Cyber Security
Security has become one of the largest concerns for both business and government on a local, state, and national basis. Storage breaches have both compromised security for business and government but in certain instances have compromised national security. Just looking at the following security breaches and how many live were affected. Some of the personnel files breached contained information on individuals with top security clearances.
- U.S. Office of Personnel Management (OPM) – 21.5 Million Affected (June 2015)
- U.S. Department of Veteran Affairs – 26.5 Million Affected (May 2006)
- National Archives and Records Administration (NARA) – 76 Million Affected (October 2009), and
- U.S. Voter Database – 191 Million Affected (December 2015).
“In the largest government data breach to date, a database of 191 million voters was exposed … the database was incorrectly configured and exposed on the open Internet. It contained the personal information – names, dates of birth, party affiliations, emails, addresses, and more – of all registered voters in the 50 states and the District of Columbia.” – Digital Guardian
Obviously, this is a market in desperate need of the solutions that are offered by OctaveXL. The unbreakable storage and transmission properties of our world-changing software end these security threats to both private industry and to commercial interests. Adding our software package to existing security packages in the private, commercial, and government sectors creates a 2021 cyber security market in excess of $120 billion dollars.
We don’t need to penetrate that market very far to reach astronomical earnings. And because our software can be added seamlessly to any security and storage package, almost every provider in the world can easily implement our product. However, even a few simple add-ons to existing government contracts (which amount to over $9 billion annually) would create an annual income stream of $1.8 billion.
But the driving factor for the OctaveXL software is the bottom-line cost of cybercrime in America. Accenture Corporation estimates the at-risk cost of cybercrime over the next 5 years to be at $5.2 trillion dollars. The math on this is fairly simple.
Medical Industry
It would be impossible in a readable essay on the subject to point out all of the potentials for use of the OctaveXL software in the medical industry. From medical imaging to medical robotics and robotic surgeries, third world medical upgrades would, by itself, be a lengthy document. Suffice it to say the market is mammoth.
Licensing Our Technology to OXLMedStar
OXL MedStar has created and is preparing to deploy a wearable watch, amulet, or ring that reports more than 12 medical functions (same as would be in a hospital ICU) of the human body every 15 second to IBM Watson. These devices have both civilian and medical use and is already being sought after by the U.S DoD and a large prison security company.
One of the target markets is 65+ year old Americans who are concerned about staying in good health. This medical device provides biological data to IBM Watson in a HIPPA compliant manner. The U.S. market size alone is 60 million.
An almost guaranteed target for a joint venture with OXL MedStar would be AARP, which has 40 million members. If our licensee penetrates that market as partners with AARP at a 10% level of their members, their initial customer base would be increased by 4 million new customers who would be using their product, for which we would be paid $10 per month each for using our neural network and software technology. We believe that our software lease agreement with MedStar, based upon a ten percent market penetration, would be worth approximately $40 million per month – annualized at $480 million.
Over a 5-year period that could represent more than $2 billion in earnings!
All of this is just the tip of the iceberg. When one considers an even faster aging population in Europe and the Far East, there are a total of more than 200 million 65 and 65 plus individuals in industrialized societies, western societies, and Japan.
A .1% penetration into that global market would bring an additional $12 billion plus annually and $60 billion over a five-year period.
This also plays well into the emerging Telemedicine Market, which will soon be one of the fastest growing markets both in the U.S. and globally.
Internet Component
In the United States we use 44 Zettabytes of internet annually. That is 44 billion Terabytes of data at a cost of about $10 per terabyte per second. OctaveXL’s Digilogue2 increases by 19,900 times the effective density of data transmission which means that the “to market cost” of those 44 billion terabytes is reduced from the current $10 per second per terabyte to a fraction of a cent per second. On 44 billion terabytes, that is a savings of more than over $435 billion. A 1% penetration into that market at $3 per second would be $13 billion annually just for the data pipes alone.
Over 5 years that could represent more than $25 billion in earnings!
Obviously, achieving a 1% market penetration is not going to happen overnight but this example does show the amazing business opportunity available to us and is there for the taking. And, truth be told, any smart business would gladly pay $3per second for a net savings of nearly $7 per second on billions of terabytes of data.
Advertising – Last Mile Provider
Because we own the platform, we will be the Last Mile Provider which means we have a by default, the ability to determine what advertising goes through our platform. Just as in the broadcast industry, there is a certain amount of advertising for the local content provider and a certain amount that is reserved to the network. In this case we would be the equivalent of the network. All of that means that in short order we would be one of the world’s largest advertising agencies. The global advertising market is not approaching $500 billion dollars. Even a 1% penetration of that market would produce a $5 billion annual income stream.
Video Storage Component
At first blush, one would imagine that approaching a giant video storage supplier such as YouTube would be cost savings on their storage costs. However, storage costs for YouTube are not as staggering as one might imagine. In fact, while they have enormous storage capacity, they only spend about $4 million per year for new servers. Current storage along with previously acquired storage capacity may have cost them as much as $40 million, but new investment is a relatively small amount for a company their size. Overall, we could eliminate their need to ever buy new servers in the future and reduce their current need substantially. However, that is not where the real money is.
The real money is in energy savings … more specifically their electric bill.
YouTube uses approximately 1% of all the electricity produced in the world or over $20 billion annually. By employing OctaveXL’s powerful Digilogue2 we will be able to dramatically reduce their server capacity and the amount of actual data they are transmitting. With our ability to cut the cost of data transmission by more than 95% we would create a savings of more than $19 billion in energy costs. In doing that, we will have achieved a dramatic reduction in their energy footprint and increased their bottom line profit dramatically. Our potential reward for making them one of the “greenest” companies in the world, while saving them billions of dollars, would be a tremendous pay day. If we charged just 40% of the savings we created for them … We would realize earnings of $10 billion annually!
Now add to this equation Google, Vimeo, Netflix and all the other video and photo storage companies and the numbers are staggering.
Over a 5-year period that could represent more than $50 billion in earnings!
Mobile Phone Market
Four major costs of cell phone providers are bandwidth, tower costs, network sharing and electricity. Initially, 25% of budget goes for infrastructure buildout. After initial buildout infrastructure costs fall to about 5%. Administration costs vary but are no more than 20%, which means that after initial buildout, 75% of costs are causally related to our area of influence, which is the cost of providing service.
OctaveXL can dramatically affect all four areas that comprise major costs to mobile providers. Because of the decrease in bandwidth needs, the elimination of tower costs and network sharing, and Digilogue2’s unique properties, we have the ability to increase density and speed dramatically, believe we could effectively reduce a provider’s costs by as much as 70%.
Based upon what limited industry data is available to us, each customer costs the mobile provider around $20 per month. If we can reduce that cost to $6 per month, allowing the provider to reduce their rates by such a substantial margin, they could become the most competitive provider in the industry.
If a company’s rates drop from $55 per month to $30 per month for a plan that offers unlimited data, unlimited calls, and texting, one might imagine that their sales would explode.
Assuming that a provider has one million customers, suddenly they are so cost effective that they are able to destroy their competition in a price war. They might well double their customer base every year, particularly when one considers that the tens of millions that used to be spent on bandwidth, network leasing, and power are cut dramatically, the savings can now be spent on advertising. It is not hard to see that their potential growth is off the charts!
If we are in the mix at even $7.50 per customer with a 10 million customer base, our share would be $75 million monthly or $900 million annually. Over a four period that could represent more than $700 million. These three verticals alone, with a very small market share over a four period, could represent more than billions of dollars in earnings.
Obviously, these are just three examples of available verticals for OctaveXL and penetration into these markets is certainly not a given. However, with the proper scientific team, which we have, and the proper management, marketing and business development team, these and so many more verticals are just waiting for this paradigm shifting technology to provide both a business advantage and the ability to dramatically reduce their carbon footprint.
The Verticals
The verticals are almost endless with:
- State and Federal Governments
- Internet and Intranet for Individual States
- Military and Defense Contracts
- IT Security industry
- Facility Security
- Medical Industry
- Science and Research
- Video Transmission and Storage
- Deep Space and Deep Sea Exploration Data Transmission
- Revitalized Communications and Broadcast Industry
Strategic Planning
We understand the necessity of strategic planning and layered product development driven by both tactical implementation and pre-staging of supply and human resources. Quite simply, we will bring on board both the material and human resources necessary for technological, business, financial, and marketing implementation of the world-changing technology of OctaveXL.
Business Intelligence
We will through the use of technology review with top industry consultants measure the overall health of the organizational direction. Additionally, by designing and implementing an Agile Methodology Strategy, which will serve to set mile posts both for our timeline development, as well as a setting gates for strategic vendors, whose job it is to assist us in the creation and testing of the algorithmic science of our technology, create an atmosphere where success is not only expected, it is mandated .
By quantifying each mile post, we increase our overall understanding of how each strategic initiative impacts the overall progress of the project and the organization components, providing visibility into the organizations work product and time-line targets, which leads to informed and decisive decision making for evaluating vendors and individual management processes.
Early and Continuous Delivery of Valuable Software Component Stages
Our highest priority is to satisfy the needs of the organization through early and continuous delivery of valuable software. We understand that this is stunningly breakthrough technology.
Therefore, we understand that we must both welcome and embrace changing requirements throughout the algorithmic MATLAB development. Our goal is the timely delivery of a technology that will change everything from the internet to absolute unbreakable security in both storage and transmission of all forms of data.
The goal is to deliver algorithmic advances frequently from a couple of weeks to a couple of months, with a preference to the shortening the timescale. Business and marketing people and developers must work together throughout the project if we are truly going to be able to speed entrance into U.S. and global markets.
We understand the necessity of creating specific applications of our technology to individual vertical while we are still in development. This will be a major key to shortening “time to market” after the MATLAB work and final testing is completed.
The labs and individuals we have and will use in the final algorithmic development of our deliverables have been and will always be carefully chosen for both their technical capabilities and trustworthiness. We will also seek to ensure that those individuals and companies used are properly motivated by both the environment we create and the shaping of the opportunities that await them.
There is an old saying, “You get what you inspect not what you expect.”
The most efficient way of gauging the reception and verification of information and of implanting vision and enthusiasm for the “team” is personal interaction. This, by no means, invalidates mileposts and gates but is a daily or weekly check and balance buffer against delay or failure as a result of confusion or misunderstanding of goals and short-term objectives, as well as serving as a positive interaction to produce both a grasp and enthusiasm for project results. Our hopes and goals are to recognize teams or team members in the act of doing something right and positively reinforcing that progress.
The true measure of success is the delivery of working segments of software or algorithmic formulas. With the success of each component, we can both measure our performance and encourage both the team and interested parties.
With this project, because of the obvious life-saving applications to the medical industry and telemed, as well as the unimaginable financial potentials, quality control through the entire project is a must.
I once saw a bridge build in Clearwater, Florida that soared beautifully over the bay crossing over from the mainland to the connected Keys. Unfortunately, as the bridge neared completion, it was obvious that the engineering had missed their ability to connect the two segments from each side of the project to the other by as much as 20 feet. We want our software segments to connect so safeguards are designed to make sure that the segments will mesh seamlessly.
Another goal is to segment work to ensure that there is no nonproductive redundancy. There is some necessary overlap because we are always building on work and platforms previously created. Because much of the work product is being created at disparate locations, it is important as we progress to remove procedures that are no longer relevant, automate manual work, use existing libraries instead of writing your own, etc. It all saves time and money, giving us room to focus on delivering more value more quickly to more verticals.
The best architectures, requirements, and designs emerge from self-organizing teams. Allowing the work product to flow within the work unit at a best practices pace is generally a good idea if it fits within the final product parameters. This principle is a combination of some previous principles.
Our plan will ensure that the business side and developers communicate with each other regularly and effectively. We will measure progress by working software modules and not theoretical models. It is a must that each team understand the importance of this work and therefore we will create an environment that produces motivated individuals.
Given the proper environment, consistent encouraging with goal driven management teams will produce quality software. The key is work product progress in a time-efficient manner that meets or exceed our quality control needs.
Management is key. Both over-management and laissez-faire management approaches tend to kill progress and create unhappy teams. A happy balance of goal orientation and freedom to succeed must be achieved. Teams leaders will be required to self-organize all aspects of software development. They will gather requirements by communicating with the business and marketing people, write quality software, organize their work, etc. All of this leads to better and quicker non-duplicative software building because the developers and the business side will start to “own” the software and subsequent marketable product.
Accountability and adjustment are key to success!
At regular intervals, the team of both the business side as well as the developer side, need to reflect on how to become more effective, then fine-tune and adjust their cooperative behaviors and processes accordingly. Self-organizing teams, with the proper leadership, will take the time to look at the way they work and adjust accordingly.
No team runs perfectly. It is an absolute necessity that a well-trained agile team leader honestly evaluates the team’s progress, identifies the issues, and then takes action to improve the process and make sure that the software is consistently working toward a success build that will mesh seamlessly with other teams working in parallel with them.
While the new term for all of this is “agile management”, it is, in fact, a tried-and-true principle of best management practices.
Operations Design
Our job is to create a system process, tools, and templates within which we can organize, build, and grow while allowing for innovation & creativity within a structure that encourages and builds upon the overall business plan & strategy, enhancing tactical implementation into new and emerging markets within defined verticals.
In Conclusion
At both the leadership and project level, we must assure the success of the software development by initial investigation and ongoing verification of the work progress. We must have the right teams in place and assure the defined roles are aligned to the overall strategic development and market implementation. All of these must be brought to scale against defined metrics and templates to encourage transformative thinking and the ability to create the desired and planned for market penetration.
Use of Funds
The Use of Funds can be divided into two distinct categories. The first category is the Proof of Concept. Proof of concept requires two key ingredients.
Overview:
We need to produce a high volume of information that will be captured by a Codec and transmitted via neural network and relayed from a super-computer to IBM Watson. The ability of the Neural Network to capture high volumes of data processing it through the specially designed Codec which has an “Ultra-light” version of the eventual full algorithm. That will be deployed to both capture and relay the information through the super-computer to IBM Watson.
In the process we will have configured a unique Neural Network never before employed in such a configuration with the ability to capture, reformat, and send to IBM Watson massive amounts of data. The “smart box” used in the proof of concept. That will by necessity be new and one-off design which will be a patentable device and dramatically raise the value of the company by several million dollars.
That Neural Network will be processing and interfacing through a specially designed codec with an “Ultra-light” version of the eventual full version algorithm. That device too will be a one-off and unique invention and it too will be a patentable invention. That too will bring millions in value to OctaveXL.
Category 2 Development of Digilogue2 and the OS-8 Operating system.
The second category in the Use of Funds will be the creation and testing of the algorithm which will in fact be the “software” component of the OctaveXL corporation. That component will give us the ability to increase the virtual density and virtual speed of the internet by 19,900%. The patent on this software alone will be worth a staggering amount as shown in the verticals about which we spoke, in the “Market Opportunity” section of this Private Placement Memorandum.
We estimate that the totality of funding will take us to market introduction. Our plan is to have already researched and prepared to enter the first two verticals selected for introduction of the OctaveXL software.
OctaveXL Software Development
Use of Funds
| February 1, 2021 – April 30, 2021 | |
| Travel & Interviews | $10,000 |
| Deposit for Mat Lab | $50,000 |
| Legal Fees | $25,000 |
| Codex Development | $50,000 |
| Antenna Development | $20,000 |
| Antenna Array Development | $120,000 |
| Engineering Fees | $95,000 |
| Office & Labs | $15,000 |
| Equipment & Furnishings | $15,000 |
| Contingency Funds | $50,000 |
| Cost of Funds & Funding Development | $50,000 |
| Total | $500,000 |
| February 1, 2021 – July 31, 2021 | |
| Additional Personnel | $275,000 |
| Mat Lab Development | $2,500,000 |
| Legal Fees | $20,000 |
| Codex Development | $165,000 |
| Antenna Development | $150,000 |
| Antenna Array Development | $60,000 |
| Staff Salaries | $600,000 |
| Office & Labs | $15,000 |
| Equipment & Furnishings | $65,000 |
| Contingency Funds | $500,000 |
| Cost of Funds & Funding Development | $400,000 |
| Total | $5,000,000 |
The Business Opportunity and Return on Investment
The verticals for OctaveXL are varied and will touch almost every business space as well as science, government, and of course, every corner of the tech spaces. While I could cover individual spaces like the burgeoning cellphone market and medical markets, let me begin with the one space that may prove particularly essential and lucrative to our overall goals and where I believe we might want to concentrate our initial efforts.
Our most pressing problem is the ability to anchor secure global communications and platforms because other own the systems on which our various platforms ride, including our websites, our email platforms, and even our messaging platforms. As people we deserve privacy but currently many prying eyes have the ability to examine and store every communique we share.
We need not ask how long it will be before those who desire access to our private messages, written, oral or video begin to understand the power they have over our cellphones and other communications devices. If they own the systems, they have absolute control over the ability to utilize any of the platforms we might develop. That, of course, means that no matter what excellence we bring to the market to replace Twitter, Facebook, Google, Telegram or any of the various messaging platforms, it will be of no practical value if they can deplatform anyone they choose at any time. Currently they hold the power of life and death over vast server farms but indeed over internet access itself. They possess the keys to the empire.
But that unsettling fact is just the beginning of the challenges we face. With privacy and security at more of a premium than ever we must design for both secure server farms but for a secure internet as well.
Currently, we have additional vulnerabilities in the areas of individual and mass email communications. Recently, we have seen many major email service providers who have shown that they too are well entrenched in the cancel culture. When even a former president’s email provider can end his ability to communicate with the American people we need to take a serious look at creating an entirely new system.
Beyond that, the cancel culture has spread its cancer into the funds processing mechanisms of big tech. Square, Stripe, PayPal, Shopify, Adyen and most of the others are a part of the global tech movement that has total disregard for privacy and fair play.
Seems the Empire not only strikes back, but often strikes first and hard by refusing to process payments for certain type sites of which it disapproves ideologically. So, while it behooves us to create replacement for these entities and their functions, it is equally important that we provide a system outside of their system upon which these platforms can function.
Finally, we have begun to see that even banks and credit card organizations have joined the war on sanity and are refusing services to many of the aforementioned categories of thought and practice. We can replace their function by creating new server farms, but more than that we must create the systems on which they will exist.
It would seem incumbent upon us to move quickly into these voids, therefore we must have a system end their monopolistic control and place digital freedom back into the hands of people everywhere. As an aside, we must almost immediately create a series of offshore or gold backed banks with credit processing and clearance systems to handle financial and credit card transactions.
Because of all of these factors, I believe the first vertical we must enter is the space over which they have almost complete control is the internet service providers. That market alone in the U.S. is about $130 billion and growing. Globally, the ISP market is approaching $400 billion annually. Because of the unique properties of Digilogue2 and the ability to increase the virtual speed and density of both the existing internet and along with the recently arrived Internet 6.1 and Intranet 6.1, I believe that we can have a significant impact on that market space. We literally have the ability to reduce the cost of a terabyte of pipe from $10 per second to less than a penny per second.
How much of the market can we capture? That is dependent upon a couple of factors.
The first is a given … price. We can completely realign the market and bring real pressure to any competition with price, when we have the ability to generate a signal ourselves utilizing both satellite and ULF below ground frequency transmission.
Ultimately, however, we never lose control of the product because we have the ability to
control access to the OctaveXL service. Our advantage is simple. We can and will drive the market with heretofore unattainable price-points . If we control the market pricing, we will have effectively secured an unassailable market position, and will now have the power of life and death over competitors.
That possibility is, of course, dependent on the second factor in this equation which is exposure. How, well can we disguise what we are doing on the front end and how much can we spend in advertising to capture the market?
Assuming that the advertising dollars are adequate and assuming our ability to generate signal is adequate, we might achieve as much as a 5% to 10% market penetration within a 12 to 16 month business operations period. We need not own all the signal, but we need to control it with our ability to provide them with our OctaveXL application.
We have already discussed opportunities with franchises with an organization that specializes in franchise creation. Our goal using this method would be to create enough resale outlets to create the cashflow needed for expansion into additional verticals.
A ten percent market penetration in the US alone is a $13 to $15 billion financial transaction. Globally, that same 10% market penetration is $40 billion annually. These figures exist in just this vertical space alone. Now add to this telecom, media and entertainment, government, security, computer and IT infrastructure, education, and two giants, financial services and capital markets and healthcare and the numbers rise exponentially.
Because of potential strategic alliances with even a midsized cellphone provider, one could add billions of dollars to this equation. Initially, because of our virtual speed and density increase, we can reduce the cost to the cellphone provider by perhaps as much as 70% depending on their infrastructure and administrative costs. That, of course, goes to cost to the end user which is always the bottom line in gaining market share. With our dramatic increase in speed and density, mobile phone providers could place nearly twenty thousand customers where one currently exist.
Add to a winning price-point the ability to have absolutely security in conversations cellphone date storage and transmission and we have another remarkable selling point particularly for threatened or underserved communities. Now add the ability to have 10 gigabit speed on your cellphone internet and that becomes a game changer.
Top all of that off with the ability to use your cellphone in Cleveland, London, or the middle of a dessert or ocean with no additional costs and the value of product becomes inescapable. How much market share will that generate in what is a nearly $700 billion annual cellphone market?
With an aging America and 65 million Americans aged 65 or older and the older American healthcare space becomes a very substantial market. OXLMedStar is a wearable medical device company in which one of my partnerships has an interest. The wearables essentially give you the equivalent of a mobile ICU that travels with you wherever you happen to be. The wearables are essentially a watch, a ring, and an amulet – all easily wearable and noninvasive. They will record 12 vital functions such as blood oxygen, blood sugar, pulse, heart rate, blood pressure and many other vital functions every 15 seconds and send them to a supercomputer such as IBM’s Watson in a HIPAA compliant manner. This will do for telemed what the automobile did for travel.
A joint venture alliance with OXLMedStar could be another prime driver of income the early stages. This technology is perfectly aligned with the development of the OctaveXL software and Neural Net Environment. I believe that these medical wearables would be a perfect fit for the AARP crowd (although AARP is far from one of my favorite organizations) and Stanly Security Division, which has a large stake in the prison security space. Stanly has expressed an interest in ordering as many as 100,000 of these units for monitoring of certain segments of the prison population.
These devices will be dependent on OctaveXL’s unique high speed, high density, neural network and software. Each unit sold will generate initial income of approximately $300 and a monthly income of perhaps $5 to $10 per unit. Annualized first four fully operational quarter profits could exceed $30 million.
Additionally, OXLMedStar will be working toward a JV arrangement with AARP. With the marketing ability of AARP we might expect to see as much as a 10% penetration of their 40 million members over a 24-month period. As those sales accrue on a quarterly basis, they might well exceed $1 billion dollars in initial sales and monthly fees.
Obviously, this does not consider independent marketing efforts by OXLMedStar to other markets such as Europe and Japan and the Middle East. It also does not include direct marketing to the three largest elder care providers or organizations like Visiting Angels and others in their space.
Other verticals including the cyber security space. With the OctaveXL’s unbreakable transmission and storage language it provides the “holy grail” of cyber security for both transmission and storage in finance, government, defense, and many other must have security spaces. Licensing our security platform could generate for us a 20% premium on each account for each company licensed to use our software applications to secure storage at both the cloud and edge computing level, as well as securing transmissions through unsecure pipes.
One can begin to see the real dollar value potential in this space when we realize that the cybersecurity market in the U.S. is approaching $25 billion annually and $100 billion globally and that number is ever increasing. Best of all, our inventory is our application which means we don’t have to buy store product nor are we worried about shipping or spoilage of our product.
Government entities have already approached our scientists about the use of this software and operating system to create a vibrant high speed high density neural network for live “need to know” situations where our software can be used to command large numbers of personnel movements in real time in absolute security, while at the same time monitoring every aspect of their health with another JV association with OXLMedStar.
Our software and highspeed high density neural network will, in fact, give the DoD the ability to provide a complete field of view for the military in real time on a heads-up display across any field of operation large or small. This is a remarkable capability and will doubtless save lives and in the long run save billions of dollars. As an aside, this heads-up display capability might have some very lucrative applications in the automobile industry.
It is our firm belief that by the end of the sixth full operating quarter we will have seen an income stream exceeding $100 million limited only by our ability to generate sufficient advertising to create market share.
Rather than belabor the point, let us conclude with a simple understanding that our income stream is in essence limited only by our ability to supply the tech support, corporate administration, and the sales and marketing team.
Return on Investment
Obviously, we cannot know the future nor can we guarantee or certify financial projections. However, based on current interest and what that will mean for our business model, we estimate that with a 18 to 24 month operating period we will have provided our investors with a minimum of 15:1 return on investment. In reality, we believe that number will be considerably higher, again, limited only by our outreach.
We understand that there are always potholes in the road to success, but we really believe that this is a world-changing technology. The biggest challenge is, in our estimation, not the science, which we have the utmost confidence will work, it is the hard work of building a quality organization that will produce a motivated, confident, competent and assertive staff that shares our vision and passion for this once in a generation technology. But we also believe that we have the leadership, experience and product to make that sales and marketing force a reality, and that this technology will very quickly be an indispensable part of every vertical we have mentioned. The future looks phenomenal.
Company Synopsis
OctaveXL is bringing revolutionary technology to the internet, storge, data transmission, and security spaces with multiple or more accurately almost endless, industry applications. The AI driven application creates a new language known as Digilogue2 which increases by a minimum of 200 times the lossless virtual speed of current data transmission on cable, fiber, or via satellite transmission.
Because of the unique properties of Digilogue2’s AI driven language, storage capacity is also increased by the same 200 times or a 19,900% increase in both lossless virtual speed and storage capacity. As an additional benefit, OctaveXL’s new Digilogue2 and OS8 operating system creates a seemingly unbreakable language which, in concert with its OS8 operating system, creates a powerful mesh/neural network capable of acting as a stand-alone operating system or can seamlessly merge with any other operating system.
In total, the OctaveXL’s development will build a new and stand-alone internet 6.1/intranet 6.1 that can will be based both terrestrially with a revolutionary antenna system as well as beamed from a satellite system with an enhanced electronically created 6db gain antenna which quadruples the effective power output of the system.
OctaveXL, in concert with its technology properties OXLMedStar, has been invited to work in concert with the IBM “Garage” team to explore the ground-breaking speed, security, and robust mesh/neural network properties to explore the vast capacity of IBM Watson’s extraordinary processing capability. The secure data transmission, at heretofore unimaginable speed, combined with security and the OS8 operating system’s AI-driven mesh/neural network capabilities, make use of a whole new paradigm in applying the laws of physics to an age-old problem of speed, security, transmissibility, and storage for any type of data.
The company was created in 2019 by Howard Gunn and Bill Gardetto, two scientists known for their prowess in engineering and internet functionality and switching. OctaveXL is based out of the burgeoning technology hub in Dallas, Texas.
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