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Terms of Service

By creating an account with the WSE you have agreed that you have read and accept the WSE Terms of Service.

Initial Offers and Listed Companies on the WSE

The World Stock Exchange (WSE) takes no responsibility for the contents of a Prospectus lodged by The Company listing on the WSE.. The Closing Date of the Offer is expected provided in the Prospectus. The Company will apply to the World Stock Exchange for admission to the WSE official list and quotation by WSE of the Shares, within 5 days after the date of this Prospectus. WSE takes no responsibility for the contents of this Prospectus. The fact that WSE may admit a company to the WSE Official List and quote the Shares is not to be taken in any way as an indication of the merits of The Company. Before deciding to invest in a Second Life group acting as a virtual company, you should read and understand the companies entire Prospectus and in particular, in considering their prospects, you should consider the assumptions underlying the Directors’ financial forecasts and the risk factors that could affect The Company performance. You should carefully consider these factors in light of your personal circumstances (including financial and issues under the Terms of Service for Second Life by Linden Labs) and seek advice from your professional adviser before deciding whether to invest. Investing in a company involves risks. See ‘Risk Factors’ for a discussion of certain risks that you should consider before deciding to invest in a company. No person is authorized to give any information or to make any representation in connection with the Offer that is not contained in a Prospectus. Any information or representation not contained in a Prospectus may not be relied on as having been authorized by the the company group in connection with the Offer.

Restrictions on distribution

This Prospectus does not constitute an offer of, or an invitation to subscribe for, any of the Shares in any place in which, or to any person to whom, it would be unlawful or not adhering to the Terms of Service of Second Life to make such an offer or invitation. No action has been taken to register or qualify the Shares being offered under the Offer or otherwise permit a public offering of the Shares in any jurisdiction outside of the Second Life virtual economy. The Shares have not been and will not be registered under Securities or Exchange laws, and may only be offered, sold or resold in, or to persons in, the virtual world of Second Life.

Privacy

If you subscribe to shares, your Second Life Member Name and the number of shares you own will be made available to the company using the Client Administration system along with access by the WSE group using the WSE Back-end Systems.

Definitions and Education

Certain terms and abbreviations used in a Prospectus have defined meanings set out in the Educational section. The financial amounts in a Prospectus are expressed in the virtual world currency linden dollars (L$) or (LND$). References to time are to GMT.

General Equity Market Risks

Before the Offer there has been no public market for the Shares. There can be no guarantee that an active market in the Shares will develop. Investors should recognize that the Shares, once listed, may trade on WSE at higher or lower prices than the Initial Offer Price. In particular, investors should consider the historical volatility of a virtual economy such as Second Life. The price at which the Shares trade on WSE may be affected by a number of factors, including the financial and operating performance of the company and external factors over which the company and the Directors have no control. These external factors include actual, expected and perceived general economic conditions, changes in policies or the terms of service by Linden Labs, significant events such as natural disasters or acts of terrorism, investor attitudes, government regulations on Second Life, movements in stock markets and general conditions in the markets in which the company operates.

Economic Conditions

The Directors make no forecast in regard to: a. the future demand for the Company’s goods and services; b. the level of domestic and international spending on services provided by subsidiaries of The Company; c. the level of spending within Second Life by members in the Second Life economy; d. general financial issues which may affect policies, exchange rates, inflation and government regulation; e. deterioration in economic conditions, possibly leading to reductions in overall spending and other potential revenues which could be expected to have a corresponding adverse impact on the operating and financial performance of the company.

Competition, Improved Products and Services and Technology Risk

The Company’s current core business of banking and financial services is competitive and is subject to the introduction of new and improved products and services into the market on a regular basis. Whilst the Directors have no reason to believe that any of the products and services supplied by the Company will become obsolete, investors should be aware of the pace at which technological change in the Second Life grid and environment that can be made and implemented. If there are new or improved products and services that are superior, or perceived to be by the market, which The Company is unable to offer, then this may impact adversely on the Company’s ability to compete in the market. The Company’s future success may depend on its ability to access new technologies arrangements with third parties on commercially acceptable terms or investing in technology itself. There is no assurance that The Company will be able to obtain timely access to new technology on commercially acceptable terms. Further, the cost of implementing emerging and new technologies could be significant. The Company may need to make greater than expected capital expenditures in order to remain competitive. There is a risk that The Company may not readily be able to fund that capital expenditure.

Control by Founders

After completion of the Offer, the founder may hold a majority of the issued Shares in The Company. The Founder will therefore control The Company and will have the power to appoint the Directors and approve certain actions requiring the approval of The Company’s shareholders. It is possible that the Founder is also likely to be able to control the outcome of other matters requiring the approval of shareholders holding three quarters of the Shares present and voting at a meeting, since most of the Shares not owned by him will be dispersed widely among the Company’s other Shareholders. The interests of the Founder could differ from those of other The Company's shareholders, however all shareholders invest in order to maximize their shareholder wealth.

Competition Generally

Although The Company may have endeavored to set prices for its products and services at an affordable level for its customers and has attracted a diverse range of customers, there is no guarantee that competing businesses will not be developed. Competing businesses may partially or wholly duplicate some of the Company’s operations and may have operating, cost or functions advantages over the Company’s existing businesses.

Sales volumes and new products

The Directors’ financial forecasts assume that the demand for financial services will continue to grow in future in the Second Life market. The Company’s growth depends on its ability to retain its existing customers and attract new customers and the demand for its products and services. If demand does not continue, there may be a material adverse effect on the Company’s financial position and performance.

Policies and Terms of Service by Linden Labs

Any material adverse changes in policies or the terms of service by Linden Labs, government regulation or other regulatory organizations which impacts on the virtual economy of Second Life, may affect the viability and profitability of the Company.

Key Management and personnel

Loss of members of the Company’s key management and staff could have adverse consequences for the Company and could affect its financial viability. Whilst the Company has employment agreements with its key personnel, with the aim of securing their respective services, the retention of such services cannot be guaranteed. The Company has key man insurance in place in relation to the founder and owner to mitigate this risk. The Company’s success and growth strategy depend upon its ability to attract and retain appropriate management, technological and operating personnel. There is a risk that The Company will not be able to attract appropriate staff to meet its future requirements.

Intellectual Property Rights

The Company may have developed internal systems to manage the products and services of its subsidiaries. Whilst these add significant value to the operation of The Company in operating in an efficient manner, they have little value outside of the virtual world of Second Life. Accordingly the Directors cannot foresee any reasonable possibility of commercializing this technology.

Funding Risk

To fund operations, The Company may need, in the future, to issue additional shares, borrow additional money, or enter into new collaborative agreements. The timing and amount of its future capital requirements will depend on many factors. The Company may not be able to raise money when it is needed. If The Company fails to obtain adequate funds when needed, it may: a. restrict its ability to expand operations or invest in new technologies and therefore compete with the product offerings of its competitors; b. have to look at other means of expanding its operations through strategic alliances, partnerships and mergers, or c. have to reduce or cease operations. If The Company raises money by issuing shares or borrowing money, the terms may not be favorable and may dilute the ownership of its shareholders. A debt financing may contain restrictive covenants, and, if The Company defaults, may provide the lender with rights to some, or all, of The Company's assets.

Operational Risks

The profitability of The Company's business will be subject to The Company's continued performance and growth in providing services and products to clients and customers through its subsidiaries. Failure to adequately perform contract services or fulfill product sales and orders may result in loss of revenues and earnings, and termination of accounts and loss of customers.

Execution Risk

The Company maybe a developing company with limited assets, customers and revenues in the virtual world of Second Life. The Company therefore faces execution risk with respect to the expansion into the virtual market. For example, although the Company plans to use the staged expansion strategy, the Company has yet to attract a significant customer base in its sales and marketing capabilities and must establish a strong brand identity in the Second Life economy.

Relationships with key customers and suppliers

The Company has a diverse customer base which may be a material adverse effect on the Company’s financial position and performance if these accounts were terminated or these relationships did not continue. The quality and availability of the Company’s products and services depends upon the performance of other suppliers. As with any contractual arrangement, parties to those arrangements may default in the performance of their obligations, become insolvent or necessary approvals may be withdrawn or not issued.

Acquisitions and joint ventures

The Board may in the future seek to pursue acquisitions or enter into joint ventures. There are inherent risks in any acquisition or joint venture and these arrangements could have a material adverse impact on the Company’s future financial performance.



Second Life® and Linden Lab® are registered trademarks of Linden Research Inc.