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Kriya AI is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by Kriya AI without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures. The contents below are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.

By 2020 Online Staffing Spend is Projected to Reach

$46 Billion

U.S. Freelancers

55 Million

  • Graduated from the top accelerator in the valley, BoostVC Tribe 9
  • Partnering with Service Agency Platforms that need talent on-demand
  • 36 customer companies, 361 Agencies/ Individuals on the platform
  • Real-time messaging product that takes care of hiring, milestones and end-end project management.
  • Amount raised:  
  • Close date:  
  • Indicated Interest:  
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $4,000,000
  • Offering Type:   Side by Side Offering

Launched in 2016, Kriya Inc (pronounced "kreeya") is an SF-based, online marketplace in a new category, "Workforce As A Service (WAAS)".


** Upcoming Digital Demo Day ** 

Join us for our upcoming August digital demo day on Wednesday, August 16th, from 2:00 pm - 4:30 pm ET. Tune in to see 9 companies pitch and answer questions from investors. Register here: https://attendee.gotowebinar.com/register/3277609362504043266. 


Kriya uses AI technology and a conversational interface to deliver Workforce As a Service (WAAS).  Matching companies with on-demand knowledge workers. 

At Kriya, our focus is on decentralizing the workforce. Our product, Kriya AI, focuses on marrying real-time hiring with a powerful project management layer to distribute work and effectively automate talent matching, project management, payments, vetting, and ratings.

The double-sided problem

The average full-time tenure is at a historic low. Conversely, the desire to work independently is gaining popularity. As housing prices soar past affordable levels and connectivity expands, an increasing number of talented individuals are opting for an alternative work environment.

and businesses are feeling the effects...

The juxtaposition between their full-time employee retention, and watching the bottom line has forced companies to think outside the office towards a more effective and economically feasible option. 

How we solve it

Using artificial intelligence, Kriya pre-vets all its talent partners and rates them based signals from online profiles and activity (Linkedin, portfolios, connections, previous work experience). This eliminates the need for customer-based vetting accelerate the hiring process increasing efficiency by 1000%. Not only does this save time for the customer, it also establishes a level playing field for our talent partners who are typically subject to sacrificing self-value in order to win projects. 

Product Line  Up

Our omnipresent AI assistant lives within our native web app, , Slack, and other platforms to help both parties create a frictionless 1:1 connection. It acts as a virtual recruiter, project and payroll manager, and operational guide.

Our underlying AI tech is our long lasting value proposition. It is a self-learning mechanism continuously training itself based on human skills. This helps our assistant facilitate real-time and efficient resource allocation.

Why Now?

Work in the future will be both independent and distributed. We're playing into a $46B+ market that has barely even been touched. It is estimated that in the U.S. alone, 50% of the workforce will consist of full-time freelancers by the year 2020. We are capturing this talent market and reducing the time and cost expenses that companies incur in connecting and conducting business with them.

Why Us?

As entrepreneurs, we faced major headaches searching for high quality talent while also maintaining a lean budget. Competitive products flood the marketplace without vetting and overcharge for a frivolous project management layer. At Kriya, we built a new and distinct product that cuts out the nonsense to increase efficiency. 

Business Model

We generate revenue from two sources. An initial matching fee and a percentage of the total budget. Clients will be billed monthly per active hire,with a portion awarded to the talent as a monthly retainer. Once a milestone is completed, both parties will be charged a nominal margin fee. In return, we provide and maintain a seamless communication and project management tool.

Pricing

We have two tiers of pricing, "Basic" and "Enterprise". 

Basic plan: $49/month per hire, and a 5% margin on each milestone matched with a vetted independent contributor.

Enterprise plan:$199/month per hire, and a 3% margin on each milestone matched with a vetted service agency/large teams.

*These rates are subject to change in the near term according to the availability of the network.

Press, Customers, and Testimonials

Kriya has been featured in Forbes and we recently graduated from one of the top accelerators in Silicon Valley, BoostVC. We are growing month over month with 200+ customers including Wyre, Virtual Speech, Near Group, Eva Bot, Tint, and Kayak*.

  • "Silicon Valley Startup Drives Down The Cost & Frustration Of Getting To Beta " Forbes

  • "I'm a busy person so trusting Kriya to get my work done is a major relief. These guys are on to something."Adam Draper,  Managing Partner at BoostVC
  • "Love your service and definitely want to keep leveraging it to build my company out!" Cuy Sheffield, Entrepreneur
  • "I have earned significant amount of money from Kriya since couple of month. Kids and family are happy. you have a great contribution on working life." Shamoli Begum, Lead Gen Expert at SellScope
  • "Kriya is great! When we were ramping up our sales organization, we couldn't afford to waste time or resources to bring on a full lead generation or sales development team and Kriya was able to help find a great team that suited our needs and budget" Paul Aherne, Global Payments Manager at Wyre
  • “Building a company from scratch is hard. Kriya helped me offload a ton of work so I could focus on keeping the company moving in the right direction." Abhi Kuru, Founder/CEO at SeatJoy

*Disclaimer: Employees from these companies have signed up or used Kriya's platform for projects. However, Kriya does not have contracts in place with companies listed above.

**The individuals above were not compensated in exchange for their testimonials. In addition, their testimonials should not be construed as and/or considered investment advice. 

Pitch Deck

Product & Service

Kriya's core AI technology vets, assigns, and manages talent through milestone deliverable ratings. It also facilitates payments and paperwork, increasing the efficiency of work completion.

Our talent partners love us because everyone has an equal opportunity to win projects and they don’t have to compete with or undercut their peers.

By tapping on our global talent network, customers are able to reach qualified freelancers for a fraction of the price.

Our chat based interface and Slack integration* makes communication simple and helps both parties establish a deeper and long-lasting partnership.


*Currently, we have Slack integration but are also working on the launch of a Slack bot (which we believe will be a completely a different experience than just integration). A slack bot can simulate your entire product within Slack.

Media Mentions

Team Story

Greg and Ravi have been in the space of professional networking and recruiting for the past few years. Ravi hired Greg at his first startup, Meed, as head of growth and partnerships. They became buddies and started working on different things together, including cryptocurrency investments. While at Meed, they faced pain points (mentioned in the deck) in hiring people on-demand for their needs in product development and marketing. Although 34% of the US workforce consists of freelancers and contractors who work independently, a centralized platform for efficient distribution of work doesn't exist. They realised that this complex problem could be solved with the help of AI. They spent the next 8 months building the core technology and started seeing their mission resonate with other entrepreneurs as well.

Founders and Officers

Greg Wisenberg

Co-Founder & COO

Greg is the Co-Founder/COO of Kriya AI.

Greg has a wealth of knowledge in sales and marketing from his time working in small startups and larger MNEs. He holds a Bachelors of Science from Loyola Marymount University where he worked on multiple scientific papers for the drug and alcohol abuse program, Heads Up.

While at LMU, Greg interned at the Hollywood production firm, QED International. This is also where he first caught the entrepreneurial bug selling his artwork from the dorm room.

After graduation, Greg got his start working at a San Diego REI firm, American Rental Property Solutions. There, he grew their Pittsburgh real estate investment portfolio to 85 homes with an estimated 14% ROI, and maintained a company low vacancy rate of 10%.

Greg's love for tech brought him to San Francisco where he began his career in sales at Silicon Valley darling, Soldsie. After 4 months, Soldsie shut its doors and Greg met his current Co-founder, Ravi, running Meed Inc. Under Ravi's guidance, Greg grew Meed's student user base 500% in 4 months and landed clients such as Zenefits, Appdynamics, and VMWare.


Ravi Vadrevu

Founder & CEO

Ravi is founder/CEO of Kriya AI (https://kriya.ai)

Ravi has over 7 years of experience in Design, Engineering & Business Development. He holds MS in CS & Entrepreneurship from the University of Southern California where he published  “Activity Planner” in 2010 at Steven’s Innovator’s institute.

While at USC, Ravi interned at the social networking giant, Myspace in Beverly Hills.

After graduating from USC, Ravi joined BranchOut team as an early product engineer and was part of founding growth team. He was instrumental in BranchOut growth from 2MM to 30MM users in 4 months implementing social viral mechanics.

After BranchOut got acquired by Hearst Corporation in 2014, Ravi was the founder & CEO of the professional networking startup, Meed Inc, raised seed funding of 625K and built a team of five. Meed went on to become a community of 90K users with 1000 influencers across the industry. 

During his time at Meed, Ravi identified that the future of professional networking would be around work and moved on to Kriya.

Greg Wisenberg

Co-Founder & COO

Greg is the Co-Founder/COO of Kriya AI.

Greg has a wealth of knowledge in sales and marketing from his time working in small startups and larger MNEs. He holds a Bachelors of Science from Loyola Marymount University where he worked on multiple scientific papers for the drug and alcohol abuse program, Heads Up.

While at LMU, Greg interned at the Hollywood production firm, QED International. This is also where he first caught the entrepreneurial bug selling his artwork from the dorm room.

After graduation, Greg got his start working at a San Diego REI firm, American Rental Property Solutions. There, he grew their Pittsburgh real estate investment portfolio to 85 homes with an estimated 14% ROI, and maintained a company low vacancy rate of 10%.

Greg's love for tech brought him to San Francisco where he began his career in sales at Silicon Valley darling, Soldsie. After 4 months, Soldsie shut its doors and Greg met his current Co-founder, Ravi, running Meed Inc. Under Ravi's guidance, Greg grew Meed's student user base 500% in 4 months and landed clients such as Zenefits, Appdynamics, and VMWare.


Ravi Vadrevu

Founder & CEO

Ravi is founder/CEO of Kriya AI (https://kriya.ai)

Ravi has over 7 years of experience in Design, Engineering & Business Development. He holds MS in CS & Entrepreneurship from the University of Southern California where he published  “Activity Planner” in 2010 at Steven’s Innovator’s institute.

While at USC, Ravi interned at the social networking giant, Myspace in Beverly Hills.

After graduating from USC, Ravi joined BranchOut team as an early product engineer and was part of founding growth team. He was instrumental in BranchOut growth from 2MM to 30MM users in 4 months implementing social viral mechanics.

After BranchOut got acquired by Hearst Corporation in 2014, Ravi was the founder & CEO of the professional networking startup, Meed Inc, raised seed funding of 625K and built a team of five. Meed went on to become a community of 90K users with 1000 influencers across the industry. 

During his time at Meed, Ravi identified that the future of professional networking would be around work and moved on to Kriya.

Notable Advisors & Investors

Adam Draper

Investor, Adam is founder and M.D. of BoostVC. He is a 4th generation venture capitalist.

Taehoon Kim

Advisor, Taehoon Kim is a serial entrepreneur in the high-tech, online gaming/AI sector

Kedar Poduri

Advisor, Kedar is the senior director of product management at Citrix Systems

Q&A with the Founder

  • How do you vet the talent?
    One of the cool things about the A.I. technology is the vetting process. Over the past several months, we have built a proprietary technology that automatically vets the workforce talent before staging them to work with a customer. We take several signals into account before adding the talents into our “inner circle”, which gives them first pick of the available projects.
  • What can a user expect as a workforce partner? How do ratings work?
    We support both individual contributors and teams on our platform. After partners sign up and provide details on skills and past projects, their profiles are staged for reviews. Based on the information provided and possibly an initial phone screening, our AI system then allocates scores and adds qualified users to the network. The Kriya AI rating system consists of a very advanced proprietary algorithm and multiple data points. At the end of each sprint, scores are computed by taking ratings from both sides, and based on skill, project length, the potential partner’s communication and other details.
  • What is your product roadmap? Please provide a timeframe and outline of each offering.
    Milestones refer to the centres of the product quantifying an individual’s talent. 1. Price and quote estimates provided by our machine: Auto assignment of talents per each milestone, making it much easier to hire people in real-time in a project room, and automated payment systems. Launch Date: May 31st. (Additional comment prior to launch: We pay the talent manually through an automated process. However, international payments work case by case. This is launched but we are working on improvements). 2. Fully automated AI project management: Generates milestones as metrics for each freelancer. The system can then assign gigs based on how well each milestone is achieved. It will function as an a la carte model, whereby the customer would choose “IOS app”, after which all required milestones would be automatically assigned by the AI. Launch Date: September 1st. 3. AI Self-learning rating system: Rates users’ work by going through data, several heuristics, conversations and other details within milestones. We believe that this will change the way that people are rated with regards to each skill. Launch Date: December 1st. 4. Recruiting product: A fully automated recruiter that connects hiring managers to potential candidates based on their ratings and other heuristics using Kriya AI's proprietary technology. We believe that this will be able to eliminate the recruiter layer. Beta Launch Date: December 2018.
  • So how are you better than/different from Upwork and Gigster?
    Upwork is an open marketplace without any automation. Customers need to spend one week on average to source, vet and negotiate on budget before finally being able to hire. The process is especially prolonged in the areas of design, engineering and marketing. In contrast, Kriya AI automates everything and you can connect with the talent in under 30 minutes. Customers who have switched from Upwork to Kriya have never gone back, and freelancers are really happy about no longer having to undercut each other. The Kriya AI system allocates the gig distribution, so that customers don’t have to fight for each gig through a job application process and under-quote. As for Gigster, it only deals in engineering and on a project manager level. Talents are sourced locally and overheads are higher, making its services extremely expensive. Kriya AI grows linearly as a professional and skill-based network. Our non-vertical focus lets us locate the best talent from anywhere in the world. The automated project management platform makes us more powerful and efficient, with real-time price quotes and an accelerated process. To illustrate, two Gigster customers used Kriya and completed their work at 1/8th of the project cost without compromising on any of the quality. Our mission is ultimately bigger than an agency of Gigster’s size.
  • Do the people looking for work need to download an app? How would they respond in real time?
    Here’s a breakdown of the process every talent goes through. The talent signs up through the website. His/her profile goes through our AI vetting process, and only goes live after reaching a sufficient confidence score and matching with demand.After getting a match, the talent can then talk and integrate with prospective employers through Slack. With our AI growth hack going over terabytes of profile data, we already know whom we want. This makes it extremely easy to board people according to demand. We are also partnering with service agencies to build tools facilitating their work management on our platform.
  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Side by Side Term Sheet

    A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.


    Terms & DescriptionRegulation D - Rule 506(c)Regulation CF
    Investor TypesAccredited OnlyAccredited and Non-accredited
    Round descriptionSeedSeed
    Round sizeUS $1,070,000US $1,070,000
    Amount raisedUS $0US $16,700
    Minimum investment$20,000US $500
    Target minimumUS $250,000US $250,000
    Security typeCrowd NoteCrowd Note
    Conversion discount20.0%20.0%
    Valuation capUS $4,000,000US $4,000,000
    Interest rate5.0%5.0%
    Closing TermsThe Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $25,000 under the Regulation CF offering and a total of $250,000 under the Combined Offerings (the “Closing Amount”) by August 28, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $25,000 under the Regulation CF offering and a total of $250,000 under the Combined Offerings (the “Closing Amount”) by August 28, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.

    Investor Perks

    1. $500 - 4 Individual Plans

    - First Month Free: $200 worth of credit for hiring up to four individuals

    - Monthly talent retainer fee covered

    - NDA/paperwork included

    - Messaging integration with your Slack team


    2. $1000 - 4 Individual Plans + Margin Free

    - First Month Free: $200 worth of credit for hiring up to four individuals per month

    - Monthly talent retainer fee covered

    - NDA/paperwork included

    - Messaging integration with your Slack team

    - 0% margin fee per project milestone


    3. $3000 - 3 Team Plans

    - First Month Free: $600 worth of credit for hiring up to 3 professional agencies per month

    - Monthly talent retainer fee covered

    - NDA/paperwork included

    - Messaging integration with your Slack team


    4. $5000 - 3 Team Plans + Margin Free

    - First Month Free: $600 worth of credit for hiring up to 3 professional agencies per month

    - Monthly talent retainer fee covered

    - NDA/paperwork included

    - Messaging integration with your Slack team

    - 0% margin fee per project milestone


    5. $10,000 and above - 5 Individuals + 3 Team Plans + Margin Free

    - First Month Free: $1000 worth of credit for hiring up to 5 individuals and 3 professional agencies per month

    - Monthly talent retainer fee covered

    - NDA/paperwork included

    - Messaging integration with your Slack team

    - 0% margin fee per project milestone

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Financial Discussion

    Operations

    The Company recognizes revenue from a transaction fee when services are provided through the Company’s platform when (a) persuasive evidence that an agreement; (b) the products have been delivered which occurs when the agreed upon service is performed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.

    We generate substantially all of our revenue from customers creating projects and milestones. For the year ended December 31, 2016, we recorded net revenue of $1,867. Our primary expenses are payouts to contractors and have increased over the year due to customer demands.

    We believe that our prior earnings and cash flows are indicative of future earnings and cash flows because we are a marketplace, we expect to grow faster and spend more in marketing costs to gain more gross revenue volume.

    The Company intends to achieve profitability in the next 14 months by the following steps: 1. Increasing the margin to 20% on each milestone transaction 2. Getting more gross revenue volume by building enough tools for agencies to manage their talent. The Company currently requires $10,000 a month to sustain operations.

    Liquidity and Capital Resources

    The proceeds of the offering are necessary to the operations of the Company. The Offering proceeds are essential to our operations. We plan to use the proceeds as set forth above under "use of proceeds", which is an indispensable element of our business strategy. The offering proceeds will have a beneficial effect on our liquidity.

    The Company will require additional financing in excess of the proceeds from the Offering in order to sustain operations for the next 12 months.

    The Company does not have any additional sources of capital other than the proceeds from the Offering.

    Such additional sources of capital are not necessary to the operations of the Company.

    Capital Expenditures and Other Obligations

    The Company has not made any material capital expenditures in the past two years.

    The Company does not intend to make any material capital expenditures in the future.

    Material Changes and Other Information

    Trends and Uncertainties

    The Company does not currently believe it is subject to any trends or uncertainties.

    After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.

    The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit A.

    Valuation

    As discussed in "Dilution" below, the valuation will determine the amount by which the investor’s stake is diluted immediately upon investment. An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each share of the same type is worth the same amount, and you paid more for your shares (or the notes convertible into shares) than earlier investors did for theirs.

    There are several ways to value a company, and none of them is perfect and all of them involve a certain amount of guesswork. The same method can produce a different valuation if used by a different person.

    Liquidation Value — The amount for which the assets of the Company can be sold, minus the liabilities owed, e.g., the assets of a bakery include the cake mixers, ingredients, baking tins, etc. The liabilities of a bakery include the cost of rent or mortgage on the bakery. However, this value does not reflect the potential value of a business, e.g. the value of the secret recipe. The value for most startups lies in their potential, as many early stage companies do not have many assets (they probably need to raise funds through a securities offering in order to purchase some equipment).

    Book Value — This is based on analysis of the company’s financial statements, usually looking at the company’s balance sheet as prepared by its accountants. However, the balance sheet only looks at costs (i.e. what was paid for the asset), and does not consider whether the asset has increased in value over time. In addition, some intangible assets, such as patents, trademarks or trade names, are very valuable but are not usually represented at their market value on the balance sheet.

    Earnings Approach — This is based on what the investor will pay (the present value) for what the investor expects to obtain in the future (the future return), taking into account inflation, the lost opportunity to participate in other investments, the risk of not receiving the return. However, predictions of the future are uncertain and valuation of future returns is a best guess.

    Different methods of valuation produce a different answer as to what your investment is worth. Typically liquidation value and book value will produce a lower valuation than the earnings approach. However, the earnings approach is also most likely to be risky as it is based on many assumptions about the future, while the liquidation value and book value are much more conservative.

    Future investors (including people seeking to acquire the company) may value the Company differently. They may use a different valuation method, or different assumptions about the company’s business and its market. Different valuations may mean that the value assigned to your investment changes. It frequently happens that when a large institutional investor such as a venture capitalist makes an investment in a company, it values the Company at a lower price than the initial investors did. If this happens, the value of the investment will go down.

    Risks and Disclosures

    We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters. We were incorporated under the laws of Delaware on August 30, 2016. Accordingly, we have no history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider the Company’s business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.

    The development and commercialization of our products and services is highly competitive. We face competition with respect to any products and services that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide, including well-known global companies like LinkedIn. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize them.

    We have a small management team. We depend on the skills and experience of a small management team. If the company is not able to call upon any of these people for any reason, its operations and development could be harmed. We will depend on revenue from our software product. We will only succeed (and you will only make money) if there is sufficient demand for our service and product or, people think it’s better than the competition’s product, and we have priced our service and product at a level that allows us to make a profit and still attract business. We are vulnerable in general to any developments that affect our industry, and particularly vulnerable to any developments that affect the AI freelance platforms with which we do business.

    We may plan to implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

    Through our operations, we collect and store certain personal information that our customers provide to purchase products services, enroll in promotional programs, register on our web site, or otherwise communicate and interact with us. We may share information about such persons with vendors that assist with certain aspects of our business. Security could be compromised and confidential customer or business information misappropriated. Loss of customer or business information could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, payment card associations and other persons, any of which could have an adverse effect on our business, financial condition and results of operations. In addition, compliance with tougher privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes.

    The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Ravi Vadrevu and Gregory Wisenberg who are employees since August 31st, 2016 and February 13th, 2017 of the Company. The Company has or intends to enter into employment agreements with Ravi Vadrevu and Gregory Wisenberg although there can be no assurance that it will do so or that they will continue to be employed by the Company for a particular period of time. The loss of Ravi Vadrevu and Gregory Wisenberg or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

    The amount of capital the Company is attempting to raise in this offering is not enough to sustain the Company’s current business plan. In order to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we will not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.

    Although dependent on certain key personnel, the Company does not have any key man life insurance policies on any such people. The Company is dependent on Ravi Vadrevu and Gregory Wisenberg in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, in any of Ravi Vadrevu and Gregory Wisenberg die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and its operations.

    The proceeds from the Offering are necessary to the Company’s operations. Without the proceeds of the Offering, the Company will not be able to sustain its operations. The Company does not have adequate alternative sources of capital and therefore, is entirely dependent on this Offering. If the Company has misjudged the amount of capital it needs or needs additional capital in the future, it may not be able to obtain such capital and would not be able to continue operations. This provides the Company with very little financial flexibility to adapt to the market and industry in which it operates. This lack of capital and flexibility could harm the Company and cause a Purchaser to lose all or a portion of his or her investment.

    We are subject to income taxes as well as non-income based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in the US. Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

    We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

    Changes in employment laws or regulation could harm our performance. Various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum wage requirements, overtime pay, healthcare reform and the implementation of the Patient Protection and Affordable Care Act, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, increased tax reporting and tax payment changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

    Maintaining, extending and expanding our reputation and brand image are essential to our business success. We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect our brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on our advertising, consumer promotions and marketing, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.

    In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media, whether or not valid, could seriously damage our brands and reputation. If we do not establish, maintain, extend and expand our brand image, then our product sales, financial condition and results of operations could be adversely affected.

    We must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation. Consumer preferences our products change continually. Our success depends on our ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If we do not offer products that appeal to consumers, our sales and market share will decrease. We must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could decline. In addition, because of our varied customer base, we must offer an array of products that satisfy the broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales, financial condition, and results of operations.

    In addition, achieving growth depends on our successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise our competitive position and adversely impact our business.

    Fluctuations in the mix of customer demand for our various types of solution offerings could impact our financial performance and ability to forecast performance. Due to fluctuations in customer needs, changes in customer industries, and general economic conditions, customer demand for the range of our offerings varies from time to time and is not predictable. [give example of volatile product/service line.] In addition, our gross margins vary by customer and by segment and the mix of services provided to our customers could impact our results of operations as certain of our customers and segments have different gross margin profiles. Generally, the profitability of an account increases over time. As a result, the mix of solutions we provide to our customers varies at any given time, both within a quarter and from quarter-to-quarter. These variations in service mix impact gross margins and the predictability of gross margins for any period. You should not rely on the results of any one quarter as an indication of our future performance.

    Our operating results may fluctuate due to factors that are difficult to forecast and not within our control. Our past operating results may not be accurate indicators of future performance, and you should not rely on such results to predict our future performance. Our operating results have fluctuated significantly in the past, and could fluctuate in the future. Factors that may contribute to fluctuations include:

    * changes in aggregate capital spending, cyclicality and other economic conditions, or domestic and international demand in the industries we serve;

    * our ability to effectively manage our working capital;

    * our ability to satisfy consumer demands in a timely and cost-effective manner;

    * pricing and availability of labor and materials;

    * our inability to adjust certain fixed costs and expenses for changes in demand;

    * shifts in geographic concentration of customers, supplies and labor pools; and

    * seasonal fluctuations in demand and our revenue.

    If we fail to attract and retain enough sufficiently trained customer service associates and other personnel to support our operations, our business and results of operations will be seriously harmed. We rely on customer service associates, and our success depends to a significant extent on our ability to attract, hire, train and retain qualified customer service associates. Companies in our industry, including us, experience high employee attrition. Our attrition rate for our customer service associates who remained with us following a 90-day training and orientation period was on average approximately 5% per month. A significant increase in the attrition rate among our customer service associates could decrease our operating efficiency and productivity. Our failure to attract, train and retain customer service associates with the qualifications necessary to fulfill the needs of our existing and future clients would seriously harm our business and results of operations.

    Our ability to sell our products and services is dependent on the quality of our technical support services, and our failure to offer high quality technical support services would have a material adverse effect on our sales and results of operations. Once our products are deployed within our end-customers’ operations, end-customers depend on our technical support services to resolve any issues relating to these products. If we do not effectively assist our customers in deploying these products, succeed in helping our customers quickly resolve post-deployment issues, and provide effective ongoing support, our ability to sell additional products and services to existing customers would be adversely affected and our reputation with potential customers could be damaged. As a result, our failure to maintain high quality support services would have an adverse effect on our business and results of operations.

    We may be adversely affected by cyclicality, volatility or an extended downturn in the United States or worldwide economy, or in or related to the industries we serve. Our revenues are generated primarily from servicing customers seeking to hire qualified professionals in the technology industry. Demand for these professionals tends to be tied to economic and business cycles. Increases in the unemployment rate, specifically in the technology and other vertical industries we serve, cyclicality or an extended downturn in the economy could cause our revenues to decline. Therefore, our operating results, business and financial condition could be significantly harmed by an extended economic downturn or future downturns, especially in regions or industries where our operations are heavily concentrated. Further, we may face increased pricing pressures during such periods as customers seek to use lower cost or fee services, which may adversely affect our financial condition and results of operations.

    We are subject to rapid technological change and dependence on new product development. Our industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes. To compete effectively in such markets, we must continually improve and enhance its products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price. Our success will also depend substantially upon our ability to anticipate, and to adapt our products and services to our collaborative partner’s preferences. There can be no assurance that technological developments will not render some of our products and services obsolete, or that we will be able to respond with improved or new products, services, and technology that satisfy evolving customers’ expectations. Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on our business and results of operations. Also, to the extent one or more of our competitors introduces products and services that better address a customer’s needs, our business would be adversely affected.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. We may face pricing pressure in obtaining and retaining our clients. Our clients may be able to seek price reductions from us when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. They may also reduce services if they decide to move services in-house. On some occasions, this pricing pressure results in lower revenue from a client than we had anticipated based on our previous agreement with that client. This reduction in revenue could result in an adverse effect on our business and results of operations.

    Further, failure to renew client contracts on favorable terms could have an adverse effect on our business. Our contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract’s term. If we are not successful in achieving a high rate of contract renewals on favorable terms, our business and results of operations could be adversely affected.

    We may rely on subcontractors and partners to provide customers with a single-source solution or we may serve as a subcontractor to a third party prime contractor. From time to time, we may engage subcontractors, teaming partners or other third parties to provide our customers with a single-source solution for a broader range of service needs. Similarly, we are and may in the future be engaged as a subcontractor to a third party prime contractor. Subcontracting arrangements pose unique risks to us because we do not have control over the customer relationship, and our ability to generate revenue under the subcontract is dependent on the prime contractor, its performance and relationship with the customer and its relationship with us. While we believe that we perform appropriate due diligence on our prime contractors, subcontractors and teaming partners and that we take adequate measures to ensure that they comply with the appropriate laws and regulations, we cannot guarantee that those parties will comply with the terms set forth in their agreements with us (or in the case of a prime contractor, their agreement with the customer), or that they will be reasonable in construing their contractual rights and obligations, always act appropriately in dealing with us or customers, provide adequate service, or remain in compliance with the relevant laws, rules or regulations. We may have disputes with our prime contractors, subcontractors, teaming partners or other third parties arising from the quality and timeliness of work being performed, customer concerns, contractual interpretations or other matters. We may be exposed to liability if we lose or terminate a subcontractor or teaming partner due to a dispute, and subsequently have difficulty engaging an appropriate replacement or otherwise performing their functions in-house, such that we fail to fulfill our contractual obligations to our customer. In the event a prime contract, under which we serve as a subcontractor, is terminated, whether for non-performance by the prime contractor or otherwise, then our subcontract will similarly terminate and we could face contractual liability and the resulting contract loss could adversely affect our business and results of operations.

    The Company could be negatively impacted if found to have infringed on intellectual property rights. Technology companies, including many of the Company’s competitors, frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. As the Company grows, the intellectual property rights claims against it will likely increase. The Company intends to vigorously defend infringement actions in court and before the U.S. International Trade Commission. The plaintiffs in these actions frequently seek injunctions and substantial damages. Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, the Company may have to engage in protracted litigation. If the Company is found to infringe one or more patents or other intellectual property rights, regardless of whether it can develop non-infringing technology, it may be required to pay substantial damages or royalties to a third-party, or it may be subject to a temporary or permanent injunction prohibiting the Company from marketing or selling certain products. In certain cases, the Company may consider the desirability of entering into licensing agreements, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly increase the Company’s operating expenses.

    Regardless of the merit of particular claims, litigation may be expensive, time-consuming, disruptive to the Company’s operations and distracting to management. In recognition of these considerations, the Company may enter into arrangements to settle litigation. If one or more legal matters were resolved against the Company’s consolidated financial statements for that reporting period could be materially adversely affected. Further, such an outcome could result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against the Company that could adversely affect its financial condition and results of operations.

    Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses. Our agreements with advertisers, advertising agencies, customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our products, services or other contractual obligations. The term of these indemnity provisions generally survives termination or expiration of the applicable agreement. Large indemnity payments would harm our business, financial condition and results of operations. In addition, any type of intellectual property lawsuit, whether initiated by us or a third party, would likely be time consuming and expensive to resolve and would divert management’s time and attention.

    We must acquire or develop new products, evolve existing ones, address any defects or errors, and adapt to technology change. Technical developments, client requirements, programming languages, and industry standards change frequently in our markets. As a result, success in current markets and new markets will depend upon our ability to enhance current products, address any product defects or errors, acquire or develop and introduce new products that meet client needs, keep pace with technology changes, respond to competitive products, and achieve market acceptance. Product development requires substantial investments for research, refinement, and testing. We may not have sufficient resources to make necessary product development investments. We may experience technical or other difficulties that will delay or prevent the successful development, introduction, or implementation of new or enhanced products. We may also experience technical or other difficulties in the integration of acquired technologies into our existing platform and applications. Inability to introduce or implement new or enhanced products in a timely manner could result in loss of market share if competitors are able to provide solutions to meet customer needs before we do, give rise to unanticipated expenses related to further development or modification of acquired technologies as a result of integration issues, and adversely affect future performance.

    Our failure to deliver high quality server solutions could damage our reputation and diminish demand for our products, and subject us to liability. Our customers require our products to perform at a high level, contain valuable features and be extremely reliable. The design of our server solutions is sophisticated and complex, and the process for manufacturing, assembling and testing our server solutions is challenging. Occasionally, our design or manufacturing processes may fail to deliver products of the quality that our customers require. For example, a vendor may provide us with a defective component that failed under certain heavy use applications. As a result, our product would need to be repaired. The vendor may agree to pay for the costs of the repairs, but we may incur costs in connection with the recall and diverted resources from other projects. New flaws or limitations in our products may be detected in the future. Part of our strategy is to bring new products to market quickly, and first-generation products may have a higher likelihood of containing undetected flaws. If our customers discover defects or other performance problems with our products, our customers’ businesses, and our reputation, may be damaged. Customers may elect to delay or withhold payment for defective or underperforming products, request remedial action, terminate contracts for untimely delivery, or elect not to order additional products. If we do not properly address customer concerns about our products, our reputation and relationships with our customers may be harmed. In addition, we may be subject to product liability claims for a defective product. Any of the foregoing could have an adverse effect on our business and results of operations.

    Barriers to entry into our industry is relatively low, and industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of our customers or a reduction in our revenue.

    Our business could be negatively impacted by cyber security threats, attacks and other disruptions. Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

    If we do not respond to technological changes or upgrade our websites and technology systems, our growth prospects and results of operations could be adversely affected. To remain competitive, we must continue to enhance and improve the functionality and features of our websites and technology infrastructure. As a result, we will need to continue to improve and expand our hosting and network infrastructure and related software capabilities. These improvements may require greater levels of spending than we have experienced in the past. Without such improvements, our operations might suffer from unanticipated system disruptions, slow application performance or unreliable service levels, any of which could negatively affect our reputation and ability to attract and retain customers and contributors. Furthermore, in order to continue to attract and retain new customers, we are likely to incur expenses in connection with continuously updating and improving our user interface and experience. We may face significant delays in introducing new services, products and enhancements. If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing websites and our proprietary technology and systems may become obsolete or less competitive, and our business may be harmed. In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that our business will improve.

    Risks Related to the Securities

    The Crowd Notes will not be freely tradable until one year from the initial purchase date. Although the Crowd Notes may be tradeable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Crowd Notes. Because the Crowd Notes have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the Crowd Notes in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

    We are selling convertible notes that will convert into shares or result in payment in limited circumstances, and in certain circumstances only at the option of the company. These notes do not have a maturity date and only convert or result in payment in limited circumstances. If there is a merger, buyout or other corporate transaction occurs before a qualified equity financing, investors will receive a payment of the greater of two times their purchase price or the amount of preferred shares they would have been able to purchase using the valuation cap. If there is a qualified equity financing (and only a financing using preferred shares will count for this purpose), the conversion price will be set for conversion into non-voting shares of a to-be-determined class of preferred stock. Investors in the Regulation CF offering will be considered non-major investors under the terms of the notes offered. Only major investors will have their notes converted at this time, notes held by non-major investors will only convert at the sole discretion of the company or in the event of subsequent corporate transaction. Further, the notes convert at a discount of 20%, or based on a valuation cap meaning investors would be rewarded for taking on early risk compared to later investors. But you won’t know how much your investment is worth until that happens. The outside investors at the time conversion, if any, might value the company at an amount well below the valuation cap, so you should not view the valuation cap as being an indication of the company’s value. Further any interest on the notes is accrued interest, therefore you will not be paid interest payments on these notes. If you choose to invest, you should be prepared that your notes will never convert and will have no value.

    It is unclear how the Crowd Note would be interpreted by a court if we were forced into litigation. We are using Crowd Notes in this offering. Crowd Notes are designed to offer equity in the company at a future date when specified conditions occur. However, it is unclear how a court in Delaware would interpret the provisions of the Crowd Note in relation to our organization as a limited liability company and since the notes set the number of underlying securities an investor is entitled to now, but do not provide for interest or a maturity date and only convert in limited circumstances. Should we be forced to litigate the terms of the Crowd Note, it is possible that a court would not interpret the note as we do, thereby impacting the terms of the investment and possibly providing greater rights to some investors and lesser rights to others.

    We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security that does not include a set maturity date. As such, there has been inconsistent treatment under state and federal tax law as to whether the Crowd Note can be considered a debt of the company, or the issuance of equity. Investors should consult their tax advisers.

    You may have limited rights. The company has not yet authorized preferred stock, and there is no way to know what voting rights those securities will have. In addition, as an investor in the Regulation CF offering you will be considered a non-major investor under the terms of the notes offered, and therefore upon any conversion you will receive shares of a Shadow Series with certain limited rights. Shadow Series shareholders may receive a different liquidation preference, may not have voting rights, and will receive quarterly business updates by the company but may be limited in other information and inspection rights. Furthermore, the company has issued and may issue convertible notes to investors outside of this offering. Those notes may convert earlier or under terms more favorable than the Crowd Note.

    The reviewing CPA has issued a “going concern” note in the reviewed financials. We may not have enough funds to sustain the business until it becomes profitable. Even if we raise funds through a crowdfunding round, we may not accurately anticipate how quickly we may use the funds and if it is sufficient to bring the business to profitability.

    This is a brand-new company. It has a limited operating history, few or no clients. If you are investing in this company, it’s because you think this is a good idea, that the management team can execute it better than their competition, that they can price it right and sell it to enough people that the company will succeed.

    A majority of the Company is owned by a small number of owners.

    Prior to the offering the Company’s current owners of 20% or more beneficially own up to 97.0% of the Company. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.

    You will be bound by an investment management agreement, which limits your voting rights.

    All Non-Major Purchasers of Crowd Notes will be bound by an Investment management agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Purchasers will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes vote to terminate the agreement.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company’s employees, including its management. You should carefully review any disclosure regarding the company’s use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company’s board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Kriya AI's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download Kriya AI's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive shares, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in Kriya AI
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Kriya AI. Once Kriya AI accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Kriya AI in exchange for your shares. At that point, you will be a proud owner in Kriya AI.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or government-issued identification
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    What is a Crowd Note?

    The Crowd Note is a security which allows crowd investors to largely realize the same economic benefit traditional investors have historically received when investing in startups. For a convertible note round, investors under $20,000 will have their investment convert into preferred equity at liquidity event, locking in a share price at a discount to the next priced round, and will have an interest rate on their investment. Investors investing $20,000 and over will convert into preferred equity at the subsequent priced round at a discount to that priced round and will have an interest rate on their investment. For a priced round, investors under $20,000 will have their investment convert into preferred equity at a liquidity event, locking in the share price of the current round.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, Kriya AI has set a minimum investment amount of US $500.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own shares after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my shares in the future?

    Currently there is no market or liquidity for these shares. Right now Kriya AI does not plan to list these shares on a national exchange or another secondary market. At some point Kriya AI may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Kriya AI either lists their shares on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is Kriya AI's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Kriya AI's Form C. The Form C includes important details about Kriya AI's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your shares have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your shares have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.