Common use of Risks Related to Our Business Clause in Contracts

Risks Related to Our Business. We have a limited operating history. There may be conflicts of interest between our management and the non-management stockholders of the Company. We are likely to incur losses. We intend to change our business purpose, which will expose us to the risks associated with starting a new business. We face a number of risks associated with potential acquisitions, including the possibility that we may incur substantial debt that could adversely affect our financial condition. There is competition for those private companies suitable for a merger transaction of the type contemplated by management. There are relatively low barriers to becoming a blank check company or shell company, thereby increasing the competitive market for a small number of business opportunities. Future success with a business combination is highly dependent on the ability of management to locate and attract a suitable acquisition. Management intends to devote only a limited amount of time to starting business operations or seeking a target company, which may adversely impact our ability to successfully begin operations or identify a suitable acquisition candidate. Management has no prior experience as directors or officers of a development stage public company. There can be no assurance that the Company will successfully begin operations or consummate a business combination. Reporting requirements under the Exchange Act and compliance with the Xxxxxxxx-Xxxxx Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly. The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies. The Company may be subject to further government regulation that would adversely affect our operations. Any potential acquisition or merger with a foreign company may subject us to additional risks. The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business. Our business may have no revenue unless and until we begin operations or merge with or acquire an operating business. The Company has conducted no market research or identification of business opportunities, which may affect our ability to successfully begin operations or identify a business to merge with or acquire. Because we may seek to complete a business combination through a “reverse merger,” following such a transaction we may not be able to attract the attention of major brokerage firms.

Risks Related to Our Business. Our growth strategy requires Organic to open new cafés, retail stores and catering operations. Our success depends on the ability of Organic to locate suitable café and retail store sites and catering operations. We have a limited operating historymay need additional financing, which may not be available on satisfactory terms or at all. There may be conflicts of interest between We heavily depend on our management suppliers and distributors. We depend on our key personnel, and the non-management stockholders loss of the Company. We are likely to incur losses. We intend to change their services may adversely affect our business purpose, which will expose us to the risks associated with starting a new business. We could face a number of labor shortages which could slow our growth. Our expansion into new markets may present increased risks associated due to our unfamiliarity with potential acquisitionsthe area. Our operations are susceptible to changes in food and supply costs, including the possibility that we may incur substantial debt that which could adversely affect our financial conditionmargins. There Changes in consumer preferences or discretionary consumer spending could negatively impact our results. Our industry is competition for affected by litigation and publicity concerning food quality, health and other issues, which can cause customers to avoid our cafés and result in liabilities. Our operations are subject to governmental regulation associated with the food service industry, the operation and enforcement of which may restrict our ability to carry on our business. All of our operations are currently located in Washington and California. As a result, we are highly sensitive to negative occurrences in those private companies suitable for a merger transaction two states. The Offering Price and other terms of the type contemplated by managementPrivate Placement have been arbitrarily determined and may not be indicative of future market prices. Management may apply the proceeds of the Private Placement to uses for which you may disagree. There are relatively low barriers to becoming a blank check company or shell company, thereby increasing the competitive market for a small number of business opportunities. Future success with a business combination is highly dependent restrictions on the ability transferability of management to locate the Common Stock and attract a suitable acquisitionthe Common stock underlying the Warrants contained in the Units . Management intends to devote only a limited amount of time to starting business operations or seeking a target company, which may adversely impact our ability to successfully begin operations or identify a suitable acquisition candidate. Management has no prior experience as directors or officers of a development stage public company. There can be no assurance that the Company will successfully begin operations or consummate a business combination. Reporting requirements under the Exchange Act and Our compliance with the Xxxxxxxx-Xxxxx Act of 2002, including establishing and maintaining acceptable the United States Securities and Exchange Commission rules concerning internal controls over financial reportingmay be time consuming, are difficult and costly. The time We cannot assure you that the Common Stock will become liquid or that it will be listed on a securities exchange. We have not and cost do not intend to pay any dividends. No assurance can be given that the Company’s proposed operations will be profitable. No dividends have been paid by Organic since inception and the payment of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with dividends is not contemplated in the most attractive private companiesforeseeable future. The Company may payment of future dividends will be subject directly dependent upon the earnings of the Company, its financial needs and other similarly unpredictable factors. Earnings are expected to further government regulation that would adversely affect our operations. Any potential acquisition or merger with a foreign company may subject us be retained to additional risks. The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business. Our business may have no revenue unless finance and until we begin operations or merge with or acquire an operating develop the Company’s business. The Company has conducted no market research or identification of business opportunities, which may affect our ability to successfully begin operations or identify a business to merge with or acquire. Because we may seek to complete a business combination through Company’s Common Stock will be considered a “reverse merger,” following such a transaction we may not be able to attract the attention of major brokerage firmsxxxxx stock.”

Risks Related to Our Business. We have a limited operating history. There may be conflicts of interest between our management history with significant losses and expect losses to continue for the non-management stockholders of the Companyforeseeable future. We are likely will require additional financing to incur losses. We intend to change sustain our business purposeoperations and without it, which will expose us to the risks associated with starting a new business. We face a number of risks associated with potential acquisitions, including the possibility that we may incur substantial debt that could adversely affect our financial condition. There is competition for those private companies suitable for a merger transaction of the type contemplated by management. There are relatively low barriers to becoming a blank check company or shell company, thereby increasing the competitive market for a small number of business opportunities. Future success with a business combination is highly dependent on the ability of management to locate and attract a suitable acquisition. Management intends to devote only a limited amount of time to starting business operations or seeking a target company, which may adversely impact our ability to successfully begin operations or identify a suitable acquisition candidate. Management has no prior experience as directors or officers of a development stage public company. There can be no assurance that the Company will successfully begin operations or consummate a business combination. Reporting requirements under the Exchange Act and compliance with the Xxxxxxxx-Xxxxx Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly. The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies. The Company may be subject to further government regulation that would adversely affect our operations. Any potential acquisition or merger with a foreign company may subject us to additional risks. The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business. Our business may have no revenue unless and until we begin operations or merge with or acquire an operating business. The Company has conducted no market research or identification of business opportunities, which may affect our ability to successfully begin operations or identify a business to merge with or acquire. Because we may seek to complete a business combination through a “reverse merger,” following such a transaction we may not be able to continue operations. We may face intense competition from companies that have greater financial, personnel and research and development resources. Our WavSTAT System technology may become obsolete. Our inability to attract and retain qualified personnel could impede our ability to generate revenues and profits and to otherwise implement our business plan and growth strategies, which would have a negative impact on our business and could adversely affect the attention price of major brokerage firmsour common stock. Our planned growth will place strains on our management team and other company resources to both implement more sophisticated managerial, operational and financial systems, procedures and controls and to train and manage the personnel necessary to perform those functions. Our inability to manage our growth could impede our ability to generate revenues and profits and to otherwise implement our business plan and growth strategies, which would have a negative impact on our business and the market value of the Company. We may have difficulty in developing and retaining an effective sales force or in obtaining effective distribution partners and may not be able to achieve sufficient revenues to effect our business plan. We may have difficulty in attracting and retaining management and outside independent members to our Board of Directors as a result of their concerns relating to their increased personal exposure to lawsuits and shareholder claims by virtue of holding these positions in a publicly held company. If we fail to comply with extensive regulations enforced by domestic and foreign regulatory authorities, the commercialization of our products could be prevented or delayed. Delays in successfully completing our clinical trials could jeopardize our ability to obtain regulatory approval or market our WavSTAT System candidates on a timely basis. Our development costs will increase if we have material delays in any clinical trial or if we need to perform more or larger clinical trials than planned. The independent clinical investigators that we rely upon to conduct our clinical trials may not be diligent, careful or timely, and may make mistakes, in the conduct of our clinical trials. Our product development efforts may not yield marketable products due to results of studies or trials, failure to achieve regulatory approvals or market acceptance, proprietary rights of others or manufacturing issues. Our inability to protect our intellectual property rights could negatively impact our projected growth and ability to generate revenues and profits, which would have a negative impact on our business and the value of your investment. The patents we own comprise a large portion of our assets, which could limit our financial viability. Legislative actions and potential new accounting pronouncements are likely to impact our future financial position and results of operations. Our products may be subject to recall or product liability claims.

Risks Related to Our Business. We have a limited operating history. There may be conflicts of interest between our management history with significant losses and expect losses to continue for the non-management stockholders of the Companyforeseeable future. We are likely will require additional financing to incur losses. We intend to change sustain our business purposeoperations and without it, which will expose us to the risks associated with starting a new business. We face a number of risks associated with potential acquisitions, including the possibility that we may incur substantial debt that could adversely affect our financial condition. There is competition for those private companies suitable for a merger transaction of the type contemplated by management. There are relatively low barriers to becoming a blank check company or shell company, thereby increasing the competitive market for a small number of business opportunities. Future success with a business combination is highly dependent on the ability of management to locate and attract a suitable acquisition. Management intends to devote only a limited amount of time to starting business operations or seeking a target company, which may adversely impact our ability to successfully begin operations or identify a suitable acquisition candidate. Management has no prior experience as directors or officers of a development stage public company. There can be no assurance that the Company will successfully begin operations or consummate a business combination. Reporting requirements under the Exchange Act and compliance with the Xxxxxxxx-Xxxxx Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly. The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies. The Company may be subject to further government regulation that would adversely affect our operations. Any potential acquisition or merger with a foreign company may subject us to additional risks. The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business. Our business may have no revenue unless and until we begin operations or merge with or acquire an operating business. The Company has conducted no market research or identification of business opportunities, which may affect our ability to successfully begin operations or identify a business to merge with or acquire. Because we may seek to complete a business combination through a “reverse merger,” following such a transaction we may not be able to continue operations. The Company needs additional capital beyond this offering to sustain any operations for longer than 6 months; if unable to raise such capital, the Company may be forced to cease operations and any investment may be entirely lost. We may face intense competition from companies that have greater financial, personnel and research and development resources. Our WavSTAT System technology may become obsolete. Our inability to attract and retain qualified personnel could impede our ability to generate revenues and profits and to otherwise implement our business plan and growth strategies, which would have a negative impact on our business and could adversely affect the attention price of major brokerage firmsour common stock. Our planned growth will place strains on our management team and other company resources to both implement more sophisticated managerial, operational and financial systems, procedures and controls and to train and manage the personnel necessary to perform those functions. Our inability to manage our growth could impede our ability to generate revenues and profits and to otherwise implement our business plan and growth strategies, which would have a negative impact on our business and the market value of the Company. We may have difficulty in developing and retaining an effective sales force or in obtaining effective distribution partners and may not be able to achieve sufficient revenues to effect our business plan. We may have difficulty in attracting and retaining management and outside independent members to our Board of Directors as a result of their concerns relating to their increased personal exposure to lawsuits and shareholder claims by virtue of holding these positions in a publicly held company. If we fail to comply with extensive regulations enforced by domestic and foreign regulatory authorities, the commercialization of our products could be prevented or delayed. Delays in successfully completing our clinical and European evaluation trials could jeopardize our ability to obtain regulatory approval or market our WavSTAT System candidates on a timely basis. Our development costs will increase if we have material delays in any clinical trial or if we need to perform more or larger clinical trials than planned. The independent clinical investigators that we rely upon to conduct our clinical trials may not be diligent, careful or timely, and may make mistakes, in the conduct of our clinical trials. Our product development efforts may not yield marketable products due to results of studies or trials, failure to achieve regulatory approvals or market acceptance, proprietary rights of others or manufacturing issues. Our inability to protect our intellectual property rights could negatively impact our projected growth and ability to generate revenues and profits, which would have a negative impact on our business and the value of your investment. The patents we own comprise a large portion of our assets, which could limit our financial viability. We have not complied with all reporting and other corporate governance compliance obligations and may continue to be non-compliant for the foreseeable future. Our products may be subject to recall or product liability claims. We are heavily reliant on a single distributor to market and sell our WavSTAT System.