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Although we have adopteda Code of Ethical Conduct, we have not yet adopted any of these other corporate governance measures and since our securities arenot yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measuressuch as an audit or other independent committees of our board of directors as we presently do not have a majority independentdirectors on our board. If we expand our board membership in future periods to include additional independent directors, we mayseek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors includedindependent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit fromsomewhat greater assurance that internal corporate decisions were being made by disinterested directors and that policies hadbeen implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprisedof at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officersand recommendations for director nominee may be made by a majority of directors who have an interest in the outcome of the mattersbeing decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating theirinvestment decisions. Periods of rapid growth and expansioncould place a significant strain on our resources, including our employee base, which could negatively impact our operating results. We may experience periods of rapidgrowth and expansion, which may place significant strain and demands on our management, our operational and financial resources,customer operations, research and development, marketing and sales, administrative, and other resources. To manage our possiblefuture growth effectively, we will be required to continue to improve our management, operational and financial systems. Futuregrowth would also require us to successfully hire, train, motivate and manage our employees. In addition, our continued growthand the evolution of our business plan will require significant additional management, technical and administrative resources.

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If some investors find our common stock less attractiveas a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We could remain an emerginggrowth company for up to five years, or until the earliest of i the last day of the first fiscal year in whichour annual gross revenue exceed $1 billion, ii the date that we become a large accelerated fileras defined in Rule 12b 2 under the Exchange Act, which would occur if the market value of our common stock that is held by non affiliatesexceeds $700 million as of the last business day of our most recently completed second fiscal quarter or iii the date on whichwe have issued more than $1 billion in non convertible debt during the preceding three year period. We have not performed anevaluation of our internal control over financial reporting, such as required by Section 404 of the Sarbanes Oxley Act, nor havewe engaged our independent registered public accounting firm to perform an audit of our internal control over financial reportingas of any balance sheet date or for any period reported in our financial statements. Had we performed such an evaluation or hadour independent registered public accounting firm performed an audit of our internal control over financial reporting, materialweaknesses, in addition to those discussed above, may have been identified. For so long as we qualify as an emerging growthcompany under the JOBS Act, which may be up to five years following this offering, we will not have to provide an auditorsattestation report on our internal controls in future annual reports on Form 10 K as otherwise required by Section 404b of theSarbanes Oxley Act. During the course of the evaluation, documentation or attestation, we or our independent registered publicaccounting firm may identify weaknesses and deficiencies that we may not otherwise identify in a timely manner or at all as a resultof the deferred implementation of this additional level of review. If we cannotobtain additional capital required to finance our research and development efforts, our business may suffer and you may lose thevalue of your investment. Wemay require additional funds to further execute our business plan and expand our business. If we are unable to obtain additionalcapital when needed, we may have to restructure our business or delay or abandon our development and expansion plans. If this occurs,you may lose part or all of your investment. Wewill have ongoing capital needs as we expand our business.

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