WindowMirror is a Title III - Regulation Crowdfunding Campaign and is actively accepting investments.
$100.00 minimum investment

WindowMirror

A person-centered virtual assistant for people living with dementia.

Small OPO
Chicago, IL
Health Tech
Accepting International Investment
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Changing the Face of Dementia

Invest in WindowMirror

WindowMirror’s BUTTERFLY always-listening speech-to-text experience, currently in development and unreleased, is based on a story-share philosophy. With it, we can gather and share intimate content with those we care about most, deepening engagement. 


BUTTERFLY'S speech-to-text experience is also a valuable dictation utility for caregivers and doctors, that translates into easy-to-use statistical reports for healthcare providers to assess aggregated data, track dementia progression, and other health-related issues. 


Alzheimer’s is becoming a global crisis. BUTTERFLY'S machine learning, predictive, and sentiment analysis algorithms, which are packaged into our seamless experience, will positively impact person-centered and virtual care. 


Warmly, 

 

Sean Fahey

CEO WindowMirror Inc. 

Investment
$2/share│$3M Pre Money Valuation. When you invest you are betting the company’s future value will exceed $3M.

 We are building butterfly to support everyone living with dementia and to improve their quality of life! 

Unmet market needs: Butterfly solves that

WindowMirror's BUTTERFLY will be a collaborative SaaS (Software as a Service) platform focused on the Alzheimer’s market. The platform will serve as a virtual support and care-enhancement platform throughout the whole patient life cycle.


Throughout Alzheimer’s progression, there are many touch-points with family, healthcare professionals and more, which all require significant data transfer. However, re-communicating the same information sets and patient history over and over again results in a lot of wasted time. BUTTERFLY allows action to be taken on already-known facts and data, easing the burden on the patient and on all parties providing care and support for that patient.


The future is bright for the Elderly and Disabled Services industry. With Pew research polls revealing 10,000 baby boomers turning 65 every day, demand for services is abundant. However, a significant portion of the market has been receiving services from institutional providers (e.g. nursing care and assisted-living facilities) rather than from the industry's formal, non-institutional providers. 


In the coming years, industry revenue is expected to grow significantly, primarily due to the continued aging of the population. Additionally, the availability of family caregivers will continue to decline over the next five years as the ratio of caregivers to patients drops. This will boost demand for professional caregivers and drive growth in both industry-operator numbers and in cognitive-impairment-related employment. 

Butterfly: experiential and revolutionary


Making speech-to-text intuitive and adaptive


  • Professional caregivers can use speech-to-text dictation to create and record clinical data on the fly. 

  • The palliative and clinical data BUTTERFLY generates are immensely beneficial in tracking Alzheimer’s progression. 

  • Speech-to-text therefore streamlines treatment efforts and supports the needs of doctors, healthcare providers and insurance companies.


Remembering loved ones 


  • When you point to a family member, BUTTERFLY will pull up family photos of your loved one.

  • Facial recognition allows a patient to immediately recall those cherished memories, while also putting that loved one into context.


Augmented-reality functions will be available for many daily uses, including: 


  • Being able to schedule medication times or events
  • Receiving friendly reminders to keep ongoing treatment on track
  • On-screen labels for anything in and around the home that might be confusing 
  • Easy-to-follow to-do lists of appointments with voice-activated reminders


This mean’s you are getting covered in two ways: 


  • BUTTERFLY can talk a Alzheimer's patient through a map of his or her home.
  • BUTTERFLY will automatically alert a patient's caregivers via text in the event of trouble, without that patient needing to recall names or phone numbers.

Butterfly: person-centered, impact-driven

Intuitive and Adaptive Conversational UX

Accelerated Growth in this Emerging Space

  Stats in figures are sourced from Alzheimer's Association Annual Report. 

Investing in Butterfly: a necessary innovation

There are currently over 47 million people, world-wide, living with dementia and over 156 million care-givers. With rising innovations in sentiment analysis, it is becoming more and more apparent that conversational user experience and augmented reality are here to stay across all verticals, but how these amazing experience are adopted into each culture will depend greatly on the needs within the cultures themselves. We've worked hard to listen to the culture of dementia and to build with their needs in mind.  


Below, you will find a chart showing some of the competitive digital mobile experience providers currently in the marketplace. We feel WindowMirror's BUTTERFLY primary use case is a compliment to all of the amazing work StartUps are doing in the dementia care space, and we stand out, offering a valuable culture add that is currently underserved in the space. 


We are the only person-centered experience in the space! 

The companies above, while the digital experience these apps provide are practical and helpful, we feel that WindowMirror's BUTTERFLY will set the bar for quality and capability that is possible in today’s market. We are using the best technologies to create a seamless user experience.  


This is where a healthy B2B conversation between WindowMirror and care-providing entities could potentially be very valuable. The sales cycle may take longer, but the payoff is larger. Caregivers can focus on doing what they do best, all while the WindowMirror platform enhances their performance and facilitates collaboration with family and friends. Ultimately, this allows care to be deliver on a deep, thoughtful and person-centered level. 

FUNDING AND RETURNS 


The initial seed round raise will extend beyond release and include contingency funds to provide security for product-development efforts. Concurrent to the release of the Beta version of the application, WindowMirror will be actively seeking its Series-A raise.


In year one, WindowMirror will focus on development, growth, and impact. We will be lean, virtual, and agile, all while keeping to our vision of building the premier mobile experience for persons with dementia-spectrum needs. 


Anticipating a release, iterating swiftly, and relying on solid relationships with organizations and leaders in the dementia care space, WindowMirror intends to execute a culture grab within the cognitive-impairment community. Targeting that market through grassroots engagement and expert consultation, WindowMirror will aims to achieve 100,000 paid subscribers by end of year one.


The 3-year pro forma shows how dynamic growth may look following Series-A funding. WindowMirror seeks to extend to an international brand, hitting target markets strategically. We will be focused on impact and reaching the 44 million persons living with dementia worldwide by year three, resulting in 500,000 paid subscribers.


MONETIZATION MODELS


WindowMirror's BUTTERFLY is a free download. This will give you the dementia-friendly and capable always-listening speech-to-text experience and ability to share in a micro social network with your closest loved ones, to engage in palliative story share. 


Subscription as a Service (SaaS): For a small monthly fee you will be able to access and track analytics, use geo-tracking, geo-fencing, and other aspects that come with our premium services. 


DATA: We will leverage palliative care and clinical data generated that will be useful to healthcare providers, insurance providers, and pharmaceutical companies. We believe our data will help improve outcomes, drive down the rate of hospital readmission, and better understand and track medication performance. 


License: We will seek to license downloads of premium and all data aggregation to governments, healthcare providers, insurance providers, and pharmaceutical companies.



  Stats in figures are sourced from Alzheimer's Association Annual Report and Pew research.. 

Butterfly: additional growth opportunities

Stats sourced from Alzheimer's Association 2016 Annual Report

The target market is the Primary User(s) recently diagnosed, or living with mild Alzheimer’s disease. This person will more than likely be between 65 and 84 years old, and is most likely to be a woman. However, all ages and races  can utilize and benefit from the WindowMirror platform. 


By engaging Primary Users, WindowMirror will also engage caregivers, which are typically family and/or close friends in Alzheimer's early stages. This is a secondary, and directly-linked target market. First-resort caregivers tend to be spouses, given the already close relationship and intimacy involved. However, children are often first-resort caregivers for Alzheimer’s patients too, provided geographic location and scheduling allow.


If the spouse or a close relative is unable to provide sufficient help or care, the next course of action is professional caregiver. This relationship typically begins with home visits during daytime hours as help is needed. Over time, this relationship becomes more involved until the patient needs 24-hour supervision. At this stage, most will seek a nursing home or an assisted-living residence for around-the-clock care and supervision.


Commercialization and Market Penetration

In the next 30 years, the Alzheimer’s population is expected to more than triple in the United States. As a result, the impact that Alzheimer's has on the American population will only continue to deepen. WindowMirror's mission is to become "front-of-mind" for those who are recently diagnosed.


Creating awareness of the WindowMirror platform will therefore be a top priority. Our platform can greatly assist those who are diagnosed and help family and friends in their roles as first-resort caregivers. With the unclear and diminishing timeline entailed by brain disease, WindowMirror can provide invaluable and immediate support that improves quality of life for patients and their family and friends.

  Stats in figures are sourced from Alzheimer's Association Annual Report. 

3 YEAR PRO FORMA PROJECTIONS

*Please note, these are only projections

 Stats in figures above  are sourced from Alzheimer's Association Annual Report. 

Offering Summary

WindowMirror, Inc. 

 (an Illinois Corporation)

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

“WindowMirror Inc.” (the “Company”), an Illinois Corporation, is offering up to Fifty Thousand (50,000) shares of its Preferred Seed Round Stock representing approximately Four Percent (4%) of its total outstanding equity, at a price of $2 per share for a total capital raise of $100,000.

WindowMirror™ is a mobile and technology platform and mobile product (Android and iOS) application being designed to support and assist anyone living with dementia and their caregivers (including institutions) as a daily organizer, memory aid, emergency resource, and virtual caregiving tool and resource. WindowMirror™ will integrate speech-to-text, facial recognition, augmented reality, and GPS software and algorithms into a singular application. 

For the Primary User, the application's core function will be voice-command driven, talk-to-text features, where Primary Users can save time-stamped thoughts and memories, and for the family, caregivers and health professionals can gather, analyze and manage data regarding the Primary User’s condition and progression and management. An important goal is to optimize states of flow for persons with cognitive impairments and provide a database or library of the legacy of thoughts and memories for loved ones. It is being designed specifically to be intuitive and adaptive to each Primary User’s Alzheimer's or dementia progression. WindowMirror™ will help its Primary Users to capture memories, recognize loved ones, help the Primary User and his or her family or caregivers understand where they are and what you are doing, locate and communicate with caregivers, giving caregivers and family the ability to assist the Primary User in any way he or she needs, all in an engaging, easy to use, experience. 

The United States and world-wide market for individuals, families, caregivers and healthcare professionals to utilize mobile technology to address the care for the elderly and peoples with cognitive disabilities is significant. The extensions of the application to various specialized and specialty needs such as PTSD and eldercare generally, are equally significant. The Company has worked hard over the last two (2) years in building its brand in the Alzheimer’s and eldercare field. With its current team, and execution of its Business Plan, the Company believes it has an opportunity to be a significant influencer and player in this product/service category on a world-wide scale at an important time for the Alzheimer’s and dementia movement.

A more extensive discussion of WindowMirror’s business and growth strategy can be found in its Business Plan, which is attached as Appendix A to this Memorandum. You should consider carefully this Memorandum, the Business Plan and the other Appendices hereto before deciding to invest in the Seed Round Preferred Stock Shares.

The securities offered by this Memorandum are speculative and involve a high degree of risk. Consider carefully the "Risk Factors" of this Memorandum.

WindowMirror Inc.
5440 W. Berteau, Suite 1
Chicago, Illinois 60641
312-342-0372

THE SECURITIES OFFERED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THESE SECURITIES WILL ALSO BE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE COMPANY'S SHAREHOLDER AGREEMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY OTHER COMMUNICATION RELATING TO THE OFFERING AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. EACH INVESTOR SHOULD CONSULT SUCH INVESTOR’S OWN COUNSEL, ACCOUNTANT OR OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION OR TO ANY PERSON IN WHICH OR TO WHOM SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. ANY REPRODUCTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIMSELF AND THE COMPANY IN VIOLATION OF FEDERAL AND STATE SECURITIES LAWS.

NO OFFERING LITERATURE OR ADVERTISING OF ANY FORM MAY BE EMPLOYED IN THE OFFERING EXCEPT FOR THIS MEMORANDUM AND SUPPLEMENTAL MATERIALS, IF ANY, WHICH ARE EXPRESSLY AUTHORIZED BY THE COMPANY. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DISCUSSED HEREIN SINCE THE DATE HEREOF.

THIS MEMORANDUM CONTAINS A SUMMARY OF THE COMPANY'S SHAREHOLDER AGREEMENT. SUCH SUMMARY DOES NOT KNOWINGLY MISSTATE OR OMIT ANY MATERIAL FACT. HOWEVER, SUCH SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE TEXT OF THE SHAREHOLDER AGREEMENT, WHICH WILL BE SENT TO PROSPECTIVE INVESTORS PRIOR TO THE CLOSING OF AN INVESTOR'S PURCHASE OF SEED ROUND PREFERRED STOCK SHARES.

EACH INVESTOR MAY REVIEW SUCH DOCUMENTS, RECEIVE ANSWERS TO SUCH QUESTIONS AND OBTAIN SUCH ADDITIONAL INFORMATION RELATING TO THE COMPANY, THE COMPANY’S INITIAL INVESTMENTS AND THIS OFFERING AS SUCH INVESTOR DEEMS NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH IN THIS MEMORANDUM. SEE "ADDITIONAL INFORMATION."

THE SECURITIES BEING OFFERED HEREBY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT FOR NON-PUBLIC OFFERINGS. THE COMPANY WILL OFFER THE UNITS TO A LIMITED NUMBER OF INVESTORS AND WILL SELL UNITS TO ACCREDITED INVESTORS ONLY. SEE "PLAN OF DISTRIBUTION."


WINDORMIRROR INC.

Summary of TERMS

“WindowMirror Inc.” (the “Company”), an Illinois Corporation, is offering up to Fifty Thousand (50,000) shares of its Preferred Seed Round Stock representing approximately Four Percent (4%) of its total outstanding equity, at a price of $2 per share for a total capital raise of $100,000. The Company is offering the stock only to certain qualified individuals and entities (each an “Investor” and collectively, the “Investors”). This section summarizes the principal terms with respect to the offering of stock (the “Offering”). The terms of the Offering and rights and preferences related to the Shares are reflected in the Company's Amended Articles of Incorporation (the “Articles”), subject to the Company Bylaws and the Shareholder Agreement which each Investor will be a party as a "shareholder" of the Company. Each Investor will receive a copy of the Shareholder Agreement prior to the closing of such Investor's purchase of the stock and such closing will be conditioned on the Investor's execution of the Shareholder Agreement, Subscription Agreement and Investor Qualification Questionnaire.

GENERAL TERMS OF THE OFFERING

This information below summarizes the principal terms proposed by WindowMirror Inc., an Illinois corporation (the “Company”), with respect to a private offering of its Seed Round – Preferred Stock. 

Capitalization

Set forth below is the Company’s projected fully diluted capitalization, as adjusted to reflect the sale of all shares of Seed Round preferred stock proposed to be offered in this financing:

Proposed Private Offering 

The Company proposes a private offering of shares of Seed Round preferred stock to “accredited” and “non-accredited” investors on the following terms: 

Number of Seed Round Shares Offered: Up to 50,000 shares.

Price Per Seed Round Share: Two Dollars ($2) per Share (the “Original Purchase Price”). The Original Purchase Price represents a post-money valuation of $3,00,000. 

Total Amount of Offering: Up to $100,000, but not less than $10,000.

Conversion: The initial conversion rate shall be 1:1, subject to adjustment as provided below. The Seed Round shall be automatically converted into Common Stock (i) if the holders of at least a majority of the outstanding Seed Round consent to such conversion or (ii) upon the closing of additional equity investments of more than $3,000,000 (a “Qualified Financing”). 

Board of Directors: The size of the Company’s Board of Directors shall be set at five (5) with a current composition of three (3) directors. The Board is currently being comprised of Sean Fahey, Chris Kerzich, and Joe Marcello as representatives of the Common Stock. 

Conversion Price Adjustments: The conversion price of the Preferred Stock shall be subject to broad-based weighted average anti-dilution protection (with customary exceptions) to reduce dilution in the event that the Company issues additional equity securities at a purchase price less than the applicable conversion price. 

Protective Provisions: Without waiving any other voting rights, the consent of holders of at least a majority of the Seed Round shall be required for any amendment to the Company’s Articles of Incorporation which adversely affects the rights, preferences or privileges of the Seed Round.

Investor Rights: Upon the closing of an additional financing round pursuant to which the company grants customary investors rights, the holders of Seed Round shares shall be made parties to any investors rights agreement (or similar agreement providing for information, voting, registration, preemptive or similar rights); provided that, each Seed Round Holder must execute such agreement and be subject to the terms of such agreement in the same manner as other investors and such right shall terminate following the company’s closing of additional equity investments of more than $3,000,000 (a “Qualified Financing”) 

Information Rights: The Company shall provide in a reasonable timeframe to provide each Investor with annual financial statements. 

Right of First Refusal: Investors shall have the right in the event the Company proposes to offer equity securities to any person (other than securities issued to employees, officers and directors of the Company, securities issued pursuant to a merger or acquisition, securities issued in connection with an equipment leasing or debt financing, securities issued pursuant to a registration statement, or securities issued in connection with strategic transactions) to purchase their pro rata portion of such shares. Each Investor’s pro rata portion shall be calculated by dividing the outstanding shares of Seed Round held by such investor by the total number of shares outstanding on a fully-diluted basis. Such right of first refusal will terminate upon a Qualified IPO or upon an acquisition, merger or consolidation of the Company and may be waived, modified or terminated on behalf of all Investors by a majority in interest of the Investors. Such right may be terminated, waived or modified in any manner by a majority of the Seed Round Preferred and shall terminate following a Qualified Financing. 

Expenses: Each party shall pay their own fees and expenses.

The investment shall be made pursuant to a subscription agreement and other documentation reasonably acceptable to the Company and the Investors. The term sheet is not legally binding on any parties and is subject to the satisfactory completion of due diligence and the execution of mutually agreed upon definitive documents.


ADDITIONAL INFORMATION

WindowMirror will undertake to make available to each Investor, during the course of this Offering and prior to the sale, the opportunity to ask questions of, and receive answers from Window Mirror concerning the terms and conditions of this offering and to obtain any appropriate additional information necessary to verify the accuracy of the information contained in this Memorandum (and the Appendices hereto) or for any other purpose relevant to a prospective investment in the Seed Round Preferred Stock Shares offered hereby.

All communications or inquiries relating to these materials should be directed as follows:

WindowMirror Inc.
5440 W. Berteau, Suite 1
Chicago, Illinois 60641
312-342-0372

E-Mail: sfahey@windowmirror.org

Attn: Sean Fahey

Irregular Use of Proceeds

The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: WindowMirror is managed by its President/CEO Sean P. Fahey, who shall be the sole employee of the Company for the current calendar year. Pursuant to the Company's Bylaws, voting Shareholders are entitled to elect members of the Board of Directors (who currently is Sean Fahey, Joe Marcello and Christopher Kerzich). In addition, the Company currently has five (5) professionals on the Board of Advisors (see Business Plan) who provide guidance on Mr. Fahey’s management of the Company. Sean Fahey, will have primary control over all development matters. Except for limited protective provisions in the Shareholder Agreement or as otherwise required by applicable law, the Seed Round Preferred Stock Shares that will be issued in the Offering will not have any voting rights, and therefore not participation in selection of Directors other than as set forth in the Summary of Terms herein. The members of the Board of Directors are authorized by the Bylaws of the Company with exclusive authority to direct the Officers of the Company, namely Sean Fahey, to manage the Company's day-to-day operations. Accordingly, holders of the Seed Round Preferred Stock Shares will have no right or power to take part in the management or control of the Company's day-to-day business, and will not have any right to remove or replace the members of the Board of Directors. Please see "Summary of Terms" for additional details. Sean Fahey serves as WindowMirror's Chief Executive Officer and upon closing of the Funding will receive a salary of $84,000/year. Consultants working on the team, advisors, and freelance developers are paid through the services agreement between the Company and each contracted employee. These expenditures are set forth in the Use of Proceeds statement. Expenditures are set forth in the Use of Proceeds statement. Travel and Entertainment are allocated at $36,000.00 and $11,000.00 respectively with immediate plans to attend the Healthcare City Incubator in Lisbon Portugal for simultaneous growth in the U.S. and E.U. markets. WindowMirror will pay Prometheus Capital LLC, 7% of total raise amount, with no interest, for support and services rendered. WindowMirror will pay Tom Canepa, lawyer, 6% of total raise amount, with no interest, for legal services rendered.

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Most recent fiscal year-end:
Prior fiscal year-end:
Total Assets
$0.00 USD
$0.00 USD
Cash And Cash Equivalents
$0.00 USD
$0.00 USD
Accounts Receivable
$0.00 USD
$0.00 USD
Short Term Debt
$7,302.29 USD
$0.00 USD
Long Term Debt
$0.00 USD
$0.00 USD
Revenues And Sales
$0.00 USD
$0.00 USD
Costs Of Goods Sold
$0.00 USD
$0.00 USD
Taxes Paid
$0.00 USD
$0.00 USD
Net Income
-$7,302.29 USD
-$31,000.00 USD

Risks

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.


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