On July 23, 2014, Chess Supersite Corporation, a Delaware corporation (the “Company”), acquired certain assets (the “Acquisition”) of Chess Supersite, Inc., a corporation existing under the laws of Ontario, Canada. The Acquisition was consummated pursuant to the terms of the Asset Purchase Agreement (the “Agreement”) dated July 23, 2014 and in exchange for the issuance of 5,000,000 shares of common stock to Chess Supersite, Inc. The purpose of the Acquisition was to develop the Company’s business and build substantive operations from this initial base of assets, as well as to facilitate and prepare the Company for a registration statement and/or public offering of securities.

In the Acquisition, the Company is acquiring all rights, title and interest in and to the properties, assets, interests and rights of Chess Supersite, Inc., including the contracts and intellectual property which are related to the business of developing, operating and maintaining a website focused on the game of chess.

Relationship with Chess Supersite, Inc.

Chess Supersite, Inc. is an entity which is under common control by Mr. Rubin Schindermann (the Chief Executive Officer and director of the Company) and Mr. Alexander Starr (the President and director of the Company). Mr. Schindermann was the Chief Executive Officer and Chief Financial Officer of Chess Supersite, Inc. from November 2011 to present. Mr. Starr was a founder and President of Chess Supersite, Inc. As of the date of this Current Report, Mr. Schindermann and Mr. Starr each own 500,000 shares of the Company’s 6,900,000 outstanding shares of Common Stock.

As of the date of this Current Report, the Company has not paid any compensation to Mr. Schindermann or Mr. Starr, but anticipates paying them a commercially reasonable rate of compensation once sufficient capital is raised.

Nature and Amount of Consideration Given

In consideration for the acquisition of certain of Chess Supersite, Inc.’s assets, the Company issued 5,000,000 shares of the Company’s common stock to Chess Supersite, Inc.

General

The Company’s common stock is not currently trading on any public markets in the United States.

As of the date of this report, the Company had approximately 40 holders of its common stock.

The Company has not declared any dividends in its fiscal year ended December 31, 2013. Similarly, the Company did not declare any dividends during the nine months ended September 30, 2014. Currently, the Company has no intention of paying cash dividends in the foreseeable future, but rather intends to use any future earnings for the development of its business in the foreseeable future.

Capitalization

The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 6,900,000 shares are outstanding as of the date of this report. The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001, of which no shares were outstanding as of the date of filing of this report.

The following statements relating to the capital stock set forth the material terms of the securities of the Company, however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the certificate of incorporation and the by-laws.

Common Stock

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights.

Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor.

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder's share value.

Preferred Stock

Shares of preferred stock may be issued from time to time in one or more series as may be determined by the board of directors. The board of directors may fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders of the Company, except that no holder of preferred stock shall have preemptive rights. Any shares of preferred stock so issued would typically have priority over the common stock with respect to dividend or liquidation rights. The board of directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise.

Relationship with Tiber Creek Corporation

The Company previously entered into an engagement agreement with Tiber Creek Corporation, a Delaware corporation (“Tiber Creek”), whereby Tiber Creek would provide assistance to the Company in effecting transactions for the Company to combine with a public reporting company, including: transferring control of such reporting company to the Company; preparing the business combination agreement; effecting the business combination; causing the preparation and filing of forms, including a registration statement, with the Securities and Exchange Commission; assist in listing its securities on a trading exchange; and assist in establishing and maintaining relationships with market makers and broker-dealers.

Under the agreement, Tiber Creek is entitled to receive cash fees from the Company. In addition, the Company’s then-current shareholders, Tiber Creek and MB Americus, LLC, a California limited liability company (“MB Americus”), were permitted to retain the aggregate total of 500,000 shares. On June 12, 2014, the Company redeemed the aforementioned 500,000 shares from Tiber Creek and MB Americus.

In general, Tiber Creek holds interests in inactive Delaware corporations which may be used by issuers (such as the Company) to reincorporate their business in the State of Delaware and capitalize the issuer at a level and in a manner (i.e. the number of authorized shares and rights and preferences of shareholders) that is appropriate for a public company. Otherwise, these corporations are inactive, and Tiber Creek does not conduct any business in such corporations.

James Cassidy and James McKillop (who is the sole owner of MB Americus, an affiliate of Tiber Creek) serve only as interim officers and directors of these corporations (such as River Run Acquisition Corporation) until such time as the changes of control in such corporations are effectuated to the ultimate registering issuers. As the role of Tiber Creek is essentially limited to preparing the corporate structure and organizing the Company for becoming a public company, the roles of Mr. Cassidy and Mr. McKillop are generally limited to facilitating such change of control and securities registration transactions.

Business

The Company intends to become a leading online chess site featuring a sophisticated playing zone, game broadcasts with analyses and top analysts' commentaries, education and other chess oriented resources.

The Company plans to capitalize on global high speed Internet access to deliver a high quality website for an optimal playing experience. The Company anticipates that it will be able to deliver a premier online chess playing experience.

The Company’s website will feature broadcasts of top worldwide competitions and chess matches, interactive educational materials, online play and interactive tournaments, as well as other services.

The Company believes that chess players have two major needs: (1) to play against each other and (2) to watch games of top players including Grandmasters. The Company considers the viewing of chess games as particularly adaptable to the Internet. Moreover, the Internet will allow for real time or archived viewing while enjoying the comments, announcements and analyses of top experts.

The Company anticipates that the playing zone will utilize two-level architecture allowing thousands of users to watch and play as individuals and/or as teams. Web-based services designed for browsers and table computers will initially be the project's centerpiece and main point of focus. The Company anticipates that such an Internet site will have a great appeal to the vast worldwide chess playing population.

The Company is in the process of completing its comprehensive user friendly web site, which will include the following major features: a state of the art playing site which will be available on handheld devices as well as the personal computers, handling an unlimited number of games simultaneously, broadcasts of the live games, tournaments, chess-skilled contests, scholastic chess and many other options, such as Fisher’s chess 960. The playing zone (the brain of the site) is already completed; the testing is available for the selected public.

The Company has secured the domain name Chess Coliseum.

Online Games

The Company intends to become a leading online chess site featuring a sophisticated playing zone, game broadcasts with analyses and top analysts' commentaries, education and other chess oriented resources.

The Company plans to capitalize on global high speed Internet access to deliver a high quality website for an optimal playing experience. The Company anticipates that it will be able to deliver a premier online chess playing experience.

The Company’s website will feature broadcasts of top worldwide competitions and chess matches, interactive educational materials, online play and interactive tournaments, as well as other services.

The Company believes that chess players have two major needs: (1) to play against each other and (2) to watch games of top players including Grandmasters. The Company considers the viewing of chess games as particularly adaptable to the Internet. Moreover, the Internet will allow for real time or archived viewing while enjoying the comments, announcements and analyses of top experts.

The Market

The worldwide video game marketplace, including video game hardware and software, online, mobile and PC games, was estimated to reach $93 billion in 2013, up from $79 billion in 2012, according to Gartner, Inc., an industry market research firm. Driven by strong mobile gaming and video game console and software sales, the market is forecast to reach $111 billion by 2015. Information available at https://www.gartner.com/newsroom/id/2614915 .

                The way people use, communicate through and socialize on the Internet continues to evolve. A major shift in people’s use of the Internet is the increased popularity of playing games relative to other online activities. According to a Nielsen report in August 2010, the time spent playing online games in the United States now exceeds the time spent on email. Information available in Nielsen NetView - June 2009-June 2010, available at http://www.nielsen.com/us/en/insights/news/2010/what-americans-do-online-social-media-and-games-dominate-activity.html.

Chess is a game played around the globe. The Company estimates that over 600 million people around the world play chess, and with the expansion of global Internet access, each player is a potential customer of the Company.

The Company’s Presence in the Market

The Company intends to develop and operate an interactive chess website allowing millions of people to play, interact and watch chess tournaments and matches.

Strategic Partners and Suppliers

The Company currently has an exclusive contract with its development ream and is currently conducting negotiations with Kasparov Chess Foundation.

Marketing Strategy

The Company intends to target its marketing to audiences interested in chess, including key chess publications and online chess resources.

Sales Strategy

The Company will sell Memberships primarily to existing Members who would first through a limited time free Membership test and acclimate to the site and would wish to maintain access to all features of the site. Also Members will be attracted trough advertising in the National and International Chess Publications (“New in Chess” Magazine, US Chess Magazine, Canadian Chess Federation bulletin, French, German, Spanish, Russian (“64”), Chinese, Indian and other publications. Personal visits to the Premier Chess Matches and Tournaments to attract top World renowned Grandmasters and commentators.

The Company also intends to sell advertising space primarily through Google Ads and the Double Click company.

Revenues and Losses

Since its inception, the Company has focused its efforts on conducting market research and development, and has devoted little attention or resources to sales and marketing or generating near-term revenues and profits. The Company has no revenues to date and has not realized any profits as of yet. In order to succeed, the Company needs to develop a viable strategy to market its chess website once it has been developed.

Equipment Financing

The Company has no existing equipment financing arrangements.

THE COMPANY

Change of Control

The Company was incorporated in the State of Delaware in July 2013, and was formerly known as River Run Acquisition Corporation. In May 2014, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change in control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from River Run Acquisition Corporation to Chess Supersite Corporation.

Employees

The Company currently has two full-time employees. The Company provides health, life and disability insurance for these employees.

Property

The Company currently leases its offices located at 1131 A Leslie Street, Suite 101, Toronto, Ontario, M3C3L8 Canada. The term of the lease is 5 years and the Company pays $1000.00 monthly for rent.

Subsidiaries

The Company has no subsidiaries.

Intellectual Property

At present, the Company does not possess any intellectual property protection. The Company may decide in the future to pursue efforts to protect its intellectual property, trade secrets and proprietary methods and processes.

Summary Financial Information

The statements of operations data for the period from July 9, 2013 (inception) to December 31, 2013, and the balance sheet data as of December 31, 2013, are derived from the Company’s audited financial statements and related notes thereto included elsewhere in this prospectus. The statement of operations data for the nine months ended September 30, 2014, and the balance sheet as of September 30, 2014, provided below are derived from the unaudited financial statements and related notes thereto included elsewhere in this prospectus.

Alternative Financial Planning

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Development Stage and Capital Resources

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company is considered to be in the development stage . The Company has not generated revenues from its operations, and there is no assurance of future revenues.

The Company’s proposed activities will necessitate significant uses of capital beyond 2014.

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans.

Discussion of the Nine Months ended September 30, 2014

The Company did not generate revenues during the nine months ended September 30, 2014. During the nine months ended September 30, 2014, the Company posted operating loss of $118,129 and net loss of $118,129. The Company’s significant increase in operating loss during this period is attributed mainly to employee salaries and legal and professional fees related to becoming a reporting company. During this period, the Company paid $100,000 in employee salaries and wages, while spending an additional $18,075 on legal and professional fees.

During the nine months ended September 30, 2014, 2014, the Company used cash of $2,379 in its operations and generated cash of $8,188 from financing activities. The increase mainly represents cash raised through various private placements of securities.

Discussion of the Year ended December 31, 2013

The Company did not generate revenues during the year ended December 2013. During the year ended December 31, 2013, the Company posted a net loss of $657. For the year ended December 31, 2013, the Company generated cash of approximately $2,000 from its financing activities (primarily the issuance of securities).

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

Rubin Schindermann

Rubin Schindermann serves as the Chief Executive Officer and a director of the Registrant. Mr. Schindermann has been in the business community for over 30 years. In 2002 he established Rubin and Associates Financial Services where he provided services to several private and public companies while providing corporate governance and management direction to ensure complete transparency for shareholders. Since 2011, Mr. Schindermann has served as president and director of Hard Asset Capital Corp. Mr. Schindermann holds a Bachelor of Arts degree in science. Mr. Schindermann holds a BA from the University Of Saratov USSR and a Degree in Accountancy from the Univercity of Tel-Aviv.

Alexander Starr

Alexander Starr serves as President and a director of the Registrant. Mr. Starr has many years experience in the business community and brings an established record in business development, marketing and management. From 2009 to 2013, Mr. Starr was president of Oxford Capital Partners, a division of a 1520814 Ontario Inc. company, responsible for day-to-day operations of the company, consulting with client companies to establish and develop business ventures. From 2013 to the present, Mr. Starr has served as president of Chess Supersite Inc., overseeing the operations and development of the supersite and promoting chess issues. Mr. Starr is a Master of Chess and a voting member of the Canadian Federation of Chess. Mr. Starr received his BA from Gorki State Univercity, Russia.

Director Independence

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.

Committees and Terms

The Board of Directors (the “Board”) has not established any committees.

Legal Proceedings

There are currently no pending, threatened or actual legal proceedings of a material nature in which the Company is a party.

Anticipated Officer and Director Remuneration

The Company has not to date paid any compensation to any officer or director. The Company intends to pay annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability, experiences positive cash flow and/or obtains additional funding. At such time, the Company anticipates offering cash and non-cash compensation to officers and directors. In addition, although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion. In addition, the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

Remuneration of Officers: Summary Compensation Table

To date, the Company has not paid compensation to any executive officer or director. The Company may choose to pay a salary or fees to Mr. Schindermann and Mr. Starr in the future.

Certain Relationships And Related Transactions

James Cassidy, a partner in the law firm which acts as counsel to the Company, is the sole owner and director of Tiber Creek Corporation. Tiber Creek has received consulting fees to date from the Company and also previously held shares in the Company.

James Cassidy and James McKillop, who is the sole officer and owner of MB Americus, LLC, were both formerly officers and directors of the Company. As the organizers and developers of River Run, Mr. Cassidy and Mr. McKillop were involved with the Company prior to the Acquisition. In particular, Mr. Cassidy provided services to the Company without charge, including preparation and filing of the charter corporate documents and preparation of the instant registration statement.

Mr. Schindermann and Mr. Starr, who are respectively the Chief Executive Officer and President of the Company, as well as directors, are also executives and directors of Chess Supersite, Inc. and were executives and directors of Chess Supersite, Inc. prior to the Acquisition of assets.

Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

Risks and Uncertainties facing the Company

As a development-stage company, the Company has no operating history and is expected to continuously experience losses in the near term. The Company needs to increase its revenue or locate additional financing in order to continue its developmental plans. As a development-stage company, the Company’s management must build and market its initial development plans in order to execute the Company’s business plan on a broad scale.

One of the biggest challenges facing the Company will be in securing adequate capital to develop its website, products and services. Likewise, the Company will need to secure sufficient capital to operate the website. Secondarily, following development of the Company’s website, a major challenge will be implementing effective sales, marketing and distribution strategies to reach the intended end customers. The Company has considered and devised its initial sales, marketing and advertising strategy, however, the Company will need to skillfully implement this strategy in order to achieve success in its business.

Due to these and other factors, the Company’s independent auditors have issued a report raising substantial doubt of the Company’s ability to continue as a going concern.

RISK FACTORS

The Company has no revenues to date .

The Company has generated no revenues to date. To date, most of management’s time, and the Company’s limited resources have been spent in developing its business strategy, researching potential opportunities, contacting partners, exploring marketing contacts, establishing operations and management personnel and resources, preparing its business plan and model, selecting professional advisors and consultants and seeking capital for the Company.

The Company’s independent auditors have issued a report raising a substantial doubt of the Company’s ability to continue as a going concern.

In their audited financial report, the Company’s independent auditors have issued a comment that unless the Company is able to generate sufficient cash flows from operations and/or obtain additional financing, there is a substantial doubt as to its ability to continue as a going concern.

The Company is a development-stage company with no operating history of its own and as such any prospective investor cannot assess the Company’s profitability or performance.

Because the Company is a development-stage company with no operating history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company has limited financial results upon which an investor may judge its potential. As a company emerging from the development-stage, the Company may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. An investor will be required to make an investment decision based solely on the Company management’s history and its projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the Company’s industry.

The Company is a development stage company and has a correspondingly small financial and accounting organization. Being a public company may strain the Company's resources, divert management’s attention and affect its ability to attract and retain qualified officers and directors.

The Company is a development stage company with no developed finance and accounting organization and the rigorous demands of being a public company require a structured and developed finance and accounting group. As a reporting company, the Company is already subject to the reporting requirements of the Securities Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which may be prohibitive to the Company as it develops its business plan, services and scope. These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.

The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of the Company's business, financial condition and results of operations.

These rules and regulations may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.

The Company expects to incur additional expenses and may ultimately never be profitable.

The Company is a development-stage company and has limited operations to date. The Company will need to begin generating revenue to achieve and maintain profitability. To become profitable, the Company must successfully develop and operate its website. These processes involve many factors that are beyond the Company’s control, including the type of competition that the Company may encounter. Ultimately, in spite of the Company’s best or reasonable efforts, the Company may never actually generate revenues sufficient to cover operating expenses or become profitable.

The Company operates in a new and rapidly changing industry, which makes it difficult to evaluate its business and prospects.

The online game industry is a new and rapidly evolving industry. The growth of the online game industry and the level of demand and market acceptance for such products are subject to a high degree of uncertainty. The Company’s future operating results will substantially depend on numerous factors, many of which are beyond the Company’s control. The Company’s ability to plan for game and website development, distribution and promotional activities will be significantly affected by the Company’s ability to anticipate and adapt to relatively rapid changes in user preferences. New and different types of entertainment may increase in popularity at the expense of online games. A decline in the popularity of chess and/or online games in general, or the Company’s games in particular would harm its business and prospects.

Any interruption of the Company’s infrastructure could negatively impact its operations and business.

The Company’s technology infrastructure is critical to the performance of its website, games, video viewing and general user satisfaction. The Company’s website operates on systems run by third parties beyond the control of the Company, which would require significant time to replace. Any website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints may harm the Company’s reputation and operations. To the extent the Company does not effectively address capacity constraints, upgrade its systems as needed and continually improve technology and network architecture to accommodate increasing traffic, its business and operating results may suffer. The Company does not maintain insurance policies covering losses relating to its systems and does not have business interruption insurance.

Security breaches, computer viruses and computer hacking attacks could harm the Company’s business, reputation, brand and results of operations.

The Company and its website and website features may be subject to security breaches, computer malware and computer hacking attacks. These breaches and attacks have become more prevalent in the Company’s industry. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could harm the Company’s business, financial condition and operating results.

If an actual or perceived breach of the Company’s security occurs, the market perception of the effectiveness of the Company’s security measures could be harmed, the Company could lose users and players, and would suffer financial exposure due to such events or in connection with remediation efforts, investigation costs, changed security, and system protection measures.

No formal market survey has been conducted .

No independent marketing survey has been performed to determine the potential demand for the Company’s website or services. Nor has the Company conducted marketing studies regarding whether such properties or services would actually be marketable. No assurances can be given that upon marketing, the Company will be able to develop a sufficient customer base and business segment to sustain the Company's operations on a continued basis.

No assurance of market acceptance.

Even if the Company successfully develops a website for playing, interacting and viewing chess, there can be no assurance that the market reception will be positive for the Company or its ventures.

The Company depends on its management team to manage its business effectively.

The Company's future success is dependent in large part upon its ability to understand and develop the business plan and to attract and retain highly skilled management, operational and executive personnel. In particular, due to the relatively early stage of the Company's business, its future success is highly dependent on its officers, to provide the necessary experience and background to execute the Company's business plan. The loss of any officer’s services could impede, particularly initially as the Company builds a record and reputation, its ability to develop its objectives, particularly in its ability to operate a website and as such would negatively impact the Company's possible overall development.

The time devoted by Company management may not be full-time .

It is not anticipated that key officers would devote themselves full-time to the business of the Company at the present time. Once the Company obtains additional financing or generates sufficient revenues and profits, officers may then become employed in a full-time capacity.

Government regulation could negatively impact the business.

The Company’s business segments may be subject to various government regulations in the jurisdictions in which they operate. Due to the potential wide scope of the Company’s operations, the Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

The Company does not intend to pay dividends to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.

The Company does not project paying dividends but anticipates that it will retain future earnings for funding the Company’s growth and development. Therefore, investors should not expect the Company to pay dividends in the foreseeable future. As a result, investors will not receive any return on their investment prior to selling their Shares in the Company, if and when a market for such Shares develops. Furthermore, even if a market for the Company’s securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that the Shares could lose all or a significant portion of their value from the initial price paid in this offering.

The Company does not maintain certain insurance, including errors and omissions and indemnification insurance.

The Company has limited capital and, therefore, does not currently have a policy of insurance against liabilities arising out of the negligence of its officers and directors and/or deficiencies in any of its business operations. Even assuming that the Company obtained insurance, there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against the Company, its officers and directors, or its business operations. Any such liability which might arise could be substantial and may exceed the assets of the Company. The certificate of incorporation and by-laws of the Company provide for indemnification of officers and directors to the fullest extent permitted under Delaware law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons, it is the opinion of the Securities and Exchange Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.

Intellectual property and/or trade secret protection may be inadequate .

The Company has not applied for any intellectual property or trade secret protection on any aspects of its business. The Company has no current plans on attempting to obtain patents, copyright, trademarks and/or service marks on any of its solutions and services. There can be no assurance that the Company can obtain effective protection against unauthorized duplication or the introduction of substantially similar solutions and services.

Shares of common stock in the Company may be subject to resale restrictions imposed by Rule 144 of the Securities and Exchange Commission

The shares of common stock held by current shareholders are considered “restricted securities” subject to the limitations of Rule 144 under the Securities Act. In general, securities may be sold pursuant to Rule 144 after being fully-paid and held for more than 12 months. Shares purchased in this Offering may be subject to Rule 144 resale restrictions, and accordingly, investors may be subject to such resale limitations.