PROSPECTUS SUMMARY

As used in this prospectus, the terms "we," "us," "our," "the Company" or "our Company," refer to messageBgone, Inc. unless otherwise indicated.

SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

This summary provides an overview of selected information contained elsewhere in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements contained herein.

A Cautionary Note on Forward-Looking Statements

This prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Being an Emerging Growth Company

messageBgone, Inc. is a shell company as defined in Rule 405, because it is a company with nominal operations and it has assets consisting solely of cash and cash equivalents. We have no plans or intention to be acquired or to merge with an operating company. Additionally, there are no plans to enter into a change of control or similar transaction or to change the management of the Company.

The Company is an emerging growth company and the Company intends to take advantage of the extended transition period for complying with new or revised accounting standards pursuant to section 107(B) of the Jumpstart Our Business Startups Act of 2012.

An issuer remains an emerging growth company until the earliest of:

The last day of the fiscal year during which it had total annual gross revenues of $1 billion or more;

The last day of the fiscal year following the fifth anniversary of its initial public offering date;

The date on which, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

The date on which, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

The date on which, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

The date on which it is deemed to be a "large accelerated filer", as defined in section 240.12b–2 of Title 17, Code of Federal Regulations, or any successor for that matter.

Emerging Growth Company Exemptions

An emerging growth company could be capable of taking advantage of several exemptions, such as: Say-On-Pay. Section 14A(e) of the Securities Exchange Act of 1934 has been amended to exempt emerging growth companies from the "say-on-pay", "say-on-pay frequency" and "say-on-golden parachute" requirements that were enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. After cessation of emerging growth company status, if an issuer was an emerging growth company for less than two years after its initial public offering date, it must hold a "say-on-pay" vote no later than the end of the three-year period beginning on the date it is no longer an emerging growth company. Any other company that has ceased to be an emerging growth company must hold a say-on-pay vote no later than the end of the one-year period beginning on the date it is no longer an emerging growth company. In addition, following cessation of emerging growth company status, a company will become subject to the "say-on-pay-frequency" and "say-on-golden parachute" provisions of Rule 14a-21 promulgated under the Securities Exchange Act of 1934, as amended.

The U.S. Securities and Exchange Commission has not yet finalized the regulations implementing the pay-versus-performance requirements of the Dodd-Frank Act.

Pay-versus-Performance. Section 14(i) of the Securities Exchange Act of 1934 has been amended to exempt emerging growth companies from the pay versus-performance requirements that were enacted as part of the Dodd-Frank Act.

CEO Pay Ratio Disclosure. Section 953(b)(1) of the Dodd-Frank Act has been amended to exempt emerging growth companies from the requirement to compare CEO compensation to the median of the annual total compensation of all employees of the issuer other than the CEO. The Securities and Exchange Commission has not yet finalized the regulations implementing the pay ratio disclosure requirements of the Dodd-Frank Act.

Compensation Disclosures. Emerging growth companies may comply with the less burdensome executive compensation disclosure requirements applicable to any issuer with a market value of less than $75 million of outstanding voting and nonvoting common equity held by non-affiliates. Currently these provisions are set forth in Item 402(l) through (r) of Regulation S-K as applicable to smaller reporting companies.

Financial Statement Requirements. Section 7 of the Securities Act of 1933, as amended, has been revised to require that two years, rather than three years, of audited financial statements be included in any registration statement filed with the U.S. Securities and Exchange Commission by an emerging growth company. Similarly, an emerging growth company need only present its Management's Discussion and Analysis of Financial Condition and Results of Operations for each period for which financial statements are presented rather than the periods required by Item 303 of Regulation S-K. Furthermore, an emerging growth company need not present selected financial data for any period prior to the earliest audited period presented in connection with its initial public offering. In addition, an emerging growth company need not comply with any new or revised financial accounting standard until such date that a company that is not an "issuer," as defined in Section 2 of the Sarbanes Oxley Act of 2002. (Generally, a non-public company is required to comply with such new or revised accounting standards. Similar changes were also made to Section 13(a) of the Securities Exchange Act of 1934, as amended.)

Internal Control over Financial Reporting. Section 404(b) of Sarbanes-Oxley has been amended to exempt emerging growth companies from the requirement to obtain an attestation report on internal control over financial reporting from the issuer's registered public accounting firm. Currently, this requirement is only applicable to "accelerated filers" and "large accelerated filers " as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended.

The exemptions listed above could be available to the Company and the Company intends to take advantage of the extended transition period for complying with new or revised accounting standards pursuant to section 107(B) of the Jumpstart Our Business Startups Act of 2012.

The Company intends to file, in a period up to 90 days after the termination of this offering, a Form 8A making the Company a mandatory reporting issuer under the Securities and Exchange Act of 1934, as amended.

The Company intends to offer its stock for sale in all jurisdictions that its prospectus is valid in and is not limited to any region or country. However, the Company intends to primarily sell shares in Thailand and the United States.

Our Company

messageBgone, Inc. was incorporated in the State of Nevada as a for-profit Company on August 25, 2015, and established a fiscal year-end of August 31st. We are a development-stage company that intends to develop and provide a subscription-based communications service that will give customers the ability to send and receive secure point-to-point e-mail messages and attachments in a closed system. The Company has not yet implemented its business model and to date has generated no revenues. Neither the Company's management nor any affiliates of the Company or its management have previously been involved in the management or ownership of a development-stage company.

Since its incorporation, messageBgone, Inc. has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations, nor has the Company any plans, nor does any of its stockholders have any plans, to merge into an operating company, to enter into a change of control or similar transaction or to change our management. Neither management nor the Company's shareholders have plans or intentions to be acquired. messageBgone, Inc. is not a "blank check" registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.

Our business office is located at: 2360 Corporate Circle, Suite 400, Henderson, Nevada 89074-7739. Our telephone and facsimile number is: (702) 381-5798 and, our website address is www.messagebgone.com.

As of August 31, 2015, the end of our most recent fiscal year, we had raised $10,000.00 through the sale of our common stock. We had $5,945 cash on hand and liabilities of $0.00. In addition, we anticipate incurring costs associated with this offering totaling approximately $9,370. As of the date of this prospectus, we have generated no revenues from our business operations.

The Offering

We have 10,000,000 shares of common stock issued and outstanding and are registering an additional 9,000,000 shares of common stock for offering to the public. We will endeavor to sell all 9,000,000 shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $0.02 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock. For a complete description of the terms and conditions of our common stock, you are referred to the section in this prospectus entitled "Description of Securities to be Registered" beginning on Page 25 of this prospectus.

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Use of Proceeds

We will receive all proceeds from the sale of the common stock by us. If all 9,000,000 shares of common stock being offered by us are sold, the total gross proceeds to us would be $180,000. We intend to use the proceeds from this offering to cover the costs associated with this offering (estimated at $9,370), for the initial funding of our business development and for the purpose of general working capital. See the section entitled "Use of Proceeds" beginning on Page 20 of this prospectus for more information. As of the date of this prospectus, we have generated no revenues from our business operations.

Termination of the Offering

This offering will conclude when all 9,000,000 shares of common stock have been sold, or ninety days after the registration statement becomes effective with the Securities and Exchange Commission. We may, at our discretion, extend the offering period for an additional ninety days.

Terms of the Offering

Our sole officer and director will sell the common stock upon this registration statement being declared effective by the Securities and Exchange Commission.

You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or of any sale of the common stock.

Summary of Financial Information

The following summary financial information for the period stated summarizes certain information from our financial statements included elsewhere in this prospectus. You should read this information in conjunction with the section entitled "Management's Discussion and Analysis or Plan of Operation" and the financial statements and the related notes thereto, included elsewhere in this prospectus.

As shown in the financial statements accompanying this prospectus, we have had no revenues to date and have incurred only losses since our inception. We have had no operations and have been issued a "going concern" opinion from our auditors, based upon our reliance upon the sale of our common stock as the sole source of funds for our future operations.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this prospectus before investing in our common stock. You are urged to carefully review and consider the section entitled "Risk Factors" beginning on Page 10 of this prospectus. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our common stock are not publicly traded. In the event that shares of our common stock become publicly traded, the trading price of our common stock could decline due to any of these risks, resulting in the loss of all or part of your investment. In the event our common stock fails to become publicly traded, you may also lose all or part of your investment.

Risks Related to The Offering

AS THERE IS NO MINIMUM FOR OUR OFFERING, IF ONLY A FEW PERSONS PURCHASE SHARES, THEY WILL LOSE THEIR INVESTMENT WITHOUT THE COMPANY BEING ABLE TO MAKE A SIGNIFICANT ATTEMPT TO IMPLEMENT ITS BUSINESS PLAN.

Since there is no minimum amount of shares that must be sold directly by the company under this offering, if a limited number of shares are sold, we may not have enough capital to fully implement our proposed plan of operations. As such, we may not be able to meet the objectives we state in this prospectus, or eliminate the "going concern" modification in the reports of our auditors as to uncertainty with respect to our ability to continue as a going concern. If we fail to raise sufficient capital, we would expect to have insufficient funds for our ongoing operating expenses. Any significant lack of funds will curtail the development and growth of our business, and may cause our business to fail. If our business fails, investors will lose their entire investment.

WE ARE A DEVELOPMENT-STAGE COMPANY WITH A LIMITED OPERATING HISTORY AND MAY NEVER BE ABLE TO CARRY OUT OUR PROPOSED PLAN OF OPERATIONS OR ACHIEVE ANY SIGNIFICANT REVENUE OR PROFITABILITY.

We are subject to all of the risks inherent in the establishment of a new business enterprise, and we have not generated any revenues to date. Any profitability in the future from our business will be dependent upon the successful development and implementation of our proposed communications product and its successful marketing and sale, which are subject to numerous risk factors as set forth herein. Accordingly, we may not be able to successfully carry out our plan of operations and investors may lose their entire investment.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through Arraya Wilaiphan, our sole officer and director, who will receive no commissions or other remuneration from any sales made. Mr. Wilaiphan will offer the shares to friends, family members, and business associates; however, there is no guarantee that he will be able to sell any of the shares. Unless Mr. Wilaiphan is successful in selling all of the shares and we receive the maximum amount of proceeds from this offering, we may have to seek alternative financing to implement our plan of operations.

WE MAY NOT BE ABLE TO FURTHER IMPLEMENT OUR BUSINESS STRATEGY UNLESS SUFFICIENT FUNDS ARE RAISED IN THIS OFFERING.

We may not realize sufficient proceeds from this offering to further business development, or to provide adequate cash flow for our planned business activities. As of August 31, 2015 we had $5,945 cash on hand and have sustained a net loss of $2,555. We have not generated any revenue from our operations to date. At this rate, we expect that we will not be able to continue operations without obtaining additional funding or beginning to generate revenue. Accordingly, we anticipate that additional funding will be needed for general administrative expenses, the design and development of our proposed communications offering, business development and marketing costs.

We do not currently have any arrangements for financing and our ability to obtain additional financing will be subject to a number of factors, including general market conditions, investor acceptance of our plan of operations and initial results from our business operations. There is no assurance that any additional financing will be available or, if available, on terms that will be acceptable to us. Failure to secure additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.

If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

BECAUSE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS ALL OF OUR OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT DECISIONS INFLUENCED BY HIM ARE INCONSISTENT WITH THE BEST INTERESTS OF OTHER STOCKHOLDERS.

Arraya Wilaiphan, our sole officer and director, currently owns all of the outstanding shares of our common stock, and, upon completion of this offering, will likely own a large percentage of our outstanding common stock. Accordingly, he may have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control of our company. Factors that could cause his interests to differ from the interests of other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to our company. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of our sole officer and director may still differ from the interests of other stockholders.

THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

As of August 31, 2015, the company has not generated revenue, has no certainty of earning revenue in the future, and has a working capital deficit and a net loss of $2,555 since inception. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to generate future revenue will depend on a number of factors, many of which are beyond our control. These factors include general economic conditions, market acceptance of our proposed product and competitive efforts. Due to these factors, we cannot anticipate with any degree of certainty what our revenue will be in future periods. As such, our independent certified public accountants have expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. You should carefully consider our independent certified public accountants' comments when determining if an investment in the company is suitable.

WE ARE AN "EMERGING-GROWTH COMPANY" UNDER THE JOBS ACT, AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We will remain an "emerging growth company" for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

WE MAY BE UNABLE TO COMPLY WITH DISCLOSURE CONTROLS AND PROCEDURES NECESSARY TO MAKE REQUIRED PUBLIC FILINGS.

We currently have no full-time employees other than our sole officer and director, although we intend to add personnel following this offering. Given our limited resources, we may be unable to maintain effective controls to insure that we are able to make all required public filings in a timely manner. If we are successful in having our common stock listed on a stock exchange or quotation service, and if we do not make all public filings in a timely manner, our shares of common stock may be delisted and we could also be subject to regulatory action and/or lawsuits by stockholders.

AS A SECTION 15(D) FILER, WE WILL NOT BE A FULLY REPORTING COMPANY.

We will not be subject to the proxy rules under Section 14 of the Securities Exchange Act of 1934, as amended, the prohibition of short-swing profits under Section 16 of the Securities Exchange Act of 1934, as amended, the third-party tender offer rules, or the beneficial ownership reporting requirements of Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended. If we have less than three hundred shareholders following the fiscal year in which our registration statement becomes effective, our periodic reporting obligations under Section 13(a) will be automatically suspended under Section 15(d) of the Securities Exchange Act of 1934, as amended.

Risks Related to Our Business

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY, WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.

We are entirely dependent on the efforts of Araya Wilaiphan, our sole officer and director, because of the time and effort that he devotes to messageBgone, Inc. Mr. Wilaiphan is in charge of overseeing all business development strategies, supervising any/all future personnel, including any consultants or contractors that we will engage to assist in developing our proposed communications product, and the establishment of our future sales and marketing efforts. The loss of Mr. Wilaiphan, or other key personnel in the future, could have a material adverse effect on our business, financial condition and results of operations. We do not maintain "key person" life insurance on our officers, directors or key employees. Our success will depend on the performance of Mr. Wilaiphan and our ability to attract and motivate other key personnel.

SHAREHOLDERS MAY HAVE DIFFICULTIES ENFORCING THEIR LEGAL RIGHTS UNDER UNITED STATES SECURITIES LAWS BECAUSE OUR SOLE OFFICER AND DIRECTOR RESIDES OUTSIDE OF THE UNITED STATES.

While we are a Nevada corporation, our sole officer and director resides in the province of Chachoengsao in Thailand. His ability to travel to the United States is dependent on a number of factors, some of which may be outside of his control. These include: availability; financial, geographical and personal matters; and, passport and visa regulations. Although in person jurisdiction may be difficult to obtain, our sole officer and director remains subject to his obligations as an officer and director of a Nevada corporation and the federal securities laws applicable to officers and directors of United States corporations. However, no assurances can be made that our sole officer and director will be able to attend any event in the United States in a timely manner or at all. Therefore, an investor may not be able to effect service of process on our sole officer and director in the United States, or enforce a judgment against our sole officer and director. Additionally, courts in the Kingdom of Thailand may not recognize or enforce United States judgments.

PRESENTLY, THE COMPANY'S SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS INTERESTS AND, AS SUCH, HE IS NOT DEVOTING ALL OF HIS TIME TO THE COMPANY.

Our sole officer and director, Arraya Wilaiphan, has other outside business activities, but he is committed to devote approximately 15 hours per week to our operations. Our operations may be sporadic and occur at times when Mr. Wilaiphan is unavailable, which may lead to periodic interruption in the implementation of our business plan. Such delays could have a significant negative effect on the success of our business.

OUR SOLE OFFICER AND DIRECTOR HAS NO DIRECT EXPERIENCE IN COMMUNICATIONS, OR SOFTWARE DEVELOPMENT.

Arraya Wilaiphan, our sole officer and director, has no direct experience in communications or software development. As a result, he may not be fully aware of many of the specific requirements relating to these areas of business. Mr. Wilaiphan's decisions and choices may not take into account the business, marketing or sales strategies that are commonly deployed in the industry. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to his lack of experience in these areas. As a result, we may have to suspend or cease operations, which will result in the loss of your investment.

COMPENSATION MAY BE PAID TO OUR OFFICERS, DIRECTORS AND EMPLOYEES REGARDLESS OF OUR PROFITABILITY. SUCH PAYMENTS MAY NEGATIVELY AFFECT OUR CASH FLOW AND OUR ABILITY TO FINANCE OUR BUSINESS PLAN, WHICH WOULD CAUSE OUR BUSINESS TO FAIL.

Arraya Wilaiphan, our sole officer and director, is not presently receiving compensation. However, he and any future employees of our company may be entitled to receive compensation, payments and reimbursements regardless of whether we operate at a profit or a loss. Any compensation received by Mr. Wilaiphan, or the board of directors, which currently consists only of Mr. Wilaiphan, or any other personal that Mr. Wilaiphan in his capacity as sole officer and director, as applicable, will determine from time to time. We expect to reimburse our sole officer and director, and any future personnel, for any direct out-of-pocket expenses they incur on behalf of us.

WE MAY BE UNABLE TO ACQUIRE OR RETAIN SUBSCRIBERS.

We must acquire customers to subscribe to our proposed communications product in order to generate revenue and achieve profitability. If customers do not perceive our proposed communications product to be of high value and quality or if we fail to introduce a product that is customized to the needs and interests of our customers, we may not be able to acquire or retain customers.

We believe that many of our subscribers will originate from word-of-mouth and non-paid referrals from other subscribers, and therefore we must ensure that those subscribers remain satisfied and loyal to our company in order to continue receiving those referrals. Once we establish a subscriber base, if our efforts to satisfy our established subscribers are not successful, we may not be able to acquire new subscribers in sufficient numbers to continue to grow our business or we may be required to incur significantly higher marketing expenses in order to acquire new customers. A decline in the number of subscribers or in subscriber satisfaction would have an adverse effect on our business, financial condition and results of operations.

We currently have no subscribers to our proposed communications product. We have not identified any subscribers and we cannot guarantee we ever will have any subscribers. Even if we obtain subscribers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot sell our proposed communications product at a price and in a quantity that generates a profit.

THERE ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE MARKETPLACE FOR THE PRODUCT WE INTEND TO DEVELOP AND SELL.

Since our proposed communications product has yet to be developed, other persons may develop the same, or a substantially similar product, and bring it to market before we do. Alternatively, other persons may attempt to copy aspects of our business, including our website design, product or marketing materials. Any encroachment upon our corporate information, including the unauthorized use of our brand name, the use of a similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on our business. Litigation or proceedings before United States or international trademark offices may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or the results of operations.

WE PLAN TO CONDUCT INTERNATIONAL BUSINESS TRANSACTIONS AND WILL BE EXPOSED TO LOCAL BUSINESS RISKS IN DIFFERENT COUNTRIES, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS.

We intend to market and sell our proposed communications product internationally, and we expect to have customers located in many countries. Our international operations will be subject to the risks inherent in doing business in foreign countries, including, but not necessarily limited to: