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2019 The annual report on the world's most valuable and strongest apparel brands.
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2. 1
OVERVIEW
There are approximately 29 million small businesses in North America
1
. Every business needs new
customers. Successful ones understand the important role that utilizing multiple forms of promotion and
creating brand awareness plays in their customer acquisition processes.
II Transatlantic, Inc. (the “Company” or “Instant Imprints®”), was formed to develop a best-in-class
franchise concept offering turnkey marketing and promotional solutions to small-to-mid-sized (SMB),
schools, sporting organizations, regional and national organizations and retail consumers throughout
North America through No Frill Franchising Inc., its U.S. subsidiary and II Canada, Inc., its Canadian
subsidiary.
Background
The Instant Imprints
®
concept began as a family retail apparel business offering services that integrated
screen-printing, embroidery, promotional products, cut vinyl signs and banners as well as heat transfer
team wear and personalized clothing.
In 2001, under the original management team, Instant Imprints, Inc. was established to develop Instant
Imprints under a franchise model in the United States. In 2008, the Company’s current CEO, Ralph Askar,
who had a proven track record of successfully growing the Mail Box Etc. franchise concept in North
America and Europe, formed II Canada, Inc. to acquire an international Master Franchise license to
develop the Instant Imprints concept in Canada.
In 2011, II Canada acquired the U.S. parent company, and commenced recruitment of an experienced
management team. The Company enhanced its business model to compete more effectively and better
drive profitability, based on adoption of best-in-class technologies and a streamlined store footprint and
showroom design, in addition to implementing best practices across the brand for training and
operations.
In 2015, under the leadership of Mr. Askar, II Transatlantic was incorporated and the organization was
restructured as a US corporation owning the licensing and intellectual property for the Instant Imprints
brand. Today, the Company has grown to 50 franchises, with 22 operating in Canada and 28 operating in
the United States. We continue to focus on supporting the organization’s franchise owners through
training and access to a diversified set of marketing and promotional solutions to offer their community:
- Promotional Products - Branded Apparel - Print Services
- Custom T-Shirts - Signs & Banners
1
Small Business Administration reports approximately 28 million in the U.S. and Innovation, Science and Economic Canada reports
approximately 1 million in Canada.
3. 2
We believe that small business owners want a one-stop shop for their marketing and promotional
requirements, and the ability to interact directly with professionals that understand how to deliver best-in-
class solutions in each category, cost effectively.
In contrast with emerging Internet-based, on-demand mass customization solutions offered by firms such
as VistaPrint and Café Press, which are price-primary in their approach to market, Instant Imprints is
positioned to cater to customers that have high expectations about the service and products they
purchase and are willing to pay a little extra for them (see “Competitive Landscape” below).
We believe we are well-positioned to become a global brand in the decorated apparel, print, sign and
promotional marketplace.
Investment
II Transatlantic, Inc. is offering up to 445 Units, each consisting of: 10,000 shares of Series A Preferred
Stock, par value $0.0001 (the “Offered Shares”)
2
. Holders of the Offered Shares shall be entitled to receive,
prior, and in preference to Common Stock, a cumulative cash dividend payable at the rate of six percent
(6%) annually. As of the date of this investment brief, the Company has raised approximately $850,000.
Current Shares Outstanding (common) 5,000,000
2015 Franchisee Stock Program 1,000,000
Total Shares Outstanding Fully Diluted 6,000,000
Current Offering $ 4,450,000
Units 445
Price Per Unit $ 10,000
Preferred Shares per Unit 10,000
Price per Series A Pref. Share $ 1.00
Series A Pref. Share Annual Dividend 6%*
* Series A Preferred Shares are callable by the Company for $1.18 per share at 3 years and $1.30 per share at 5 years.
The Owners of Series A Preferred Shares at the time of the Company's Call will at their option either receive the share
value mentioned above as cash, or convert to shares of Common Stock.
Use of Proceeds
Additional Management $ 420,000
Expansion & Marketing 650,000
Web & eCommerce 380,000
Debt Restructuring 1,500,000
Working Capital Reserve 1,000,000
Offering and Legal 500,000
Total $ 4,450,000
2
The Offering has been amended from $4,000,000 to $4,450,000 to accommodate increased associated offering and legal expenses.
4. 3
Instant Imprints System
We believe our approach to market is differentiated by the breadth of our product and service offerings,
and we will continue to identify new product and service offerings which will enhance our value
proposition in the markets in which we operate, providing Instant Imprints franchises to generate more
repeat business and increase average sales per ticket.
Value Proposition
To Downstream Customers To Our Franchisees
Turnkey center for business marketing services Diversified business solution
Unparalleled customer service World-class business training and support
Fast, easy and convenient Business-in-a-Box
Expansive and relevant product range Depth in products & services with tremendous purchasing
power
55 84
143
238
378
13 21 37 56 77
2016 2017 2018 2019 2020
Pro Forma Franchise Growth Forecast
Franchise Stores Area Franchisees
$-
$5,000,000
$10,000,000
$15,000,000
$20,000,000
2016 2017 2018 2019 2020
Revenue
5. 4
While there are other franchises that offer individual segments of the service offering of embroidery,
screen printing, digital printing, signs/banners and promotional materials, the Corporation believes that
the Instant Imprints’ unique business model is the only franchise of its kind providing customers with all
of these business offerings under one roof.
Combining multiple segments of the imaging business into an easily repeatable retail formula provides
Instant Imprints
®
franchise owners with a great advantage. Nearly every company, school, organization,
team, and consumer needs, buys, and uses the vast array of services and products available through
franchised retail store of Instant Imprints
®
. This wide market appeal helps to provide a year-round
business opportunity, insulated from other traditional retail seasonal salescycles.
Our store model is proven, and we believe the economics are compelling for prospective store franchisee.
At an average transaction value of $300 (based on historical results across the Instant Imprint store
portfolio), just 3 transactions a day over a 20-day per month period results in a clear path to cash-flow
breakeven at approximately $200,000 annual revenues.
Monthly run rates for store owners that follow the Instant Imprint organization system (supported by
effective business training and a first year quick start program of support) can reasonably be expected to
achieve 60 transactions per month between the 9-12 month period of store opening.
Market Overview
The North American markets for screen printing, sign & banner and promotional products is greater than
$33 billion annually. And there are more than 29 million small businesses that require these services on a
daily or weekly basis to build awareness and attract customers.
Markets
3
: Market Size (mil)
Promotional $ 21,000.00
Branded Apparel $ 732.00
Custom T-Shirts $ 2,262.00
Signs & Banners $ 44.00
Variable Message Signage $ 5,000.00
Printing $ 4,000.00
$ 33,038.00
From a competitive standpoint, the markets we serve are fragmented, with a few larger players
dominating market share on a regional and nationwide basis and many smaller firms competing locally.
3
IBIS Research.
6. 5
In the Franchise segment, our competition includes AArrow Advertising, Big Frog Custom T-Shirts,
EmbroidMe, Fast Signs International, PIP Printing & Marketing Services, Proforma, Sign-A-Rama and Sir
Speedy Printing & Marketing. None of these other franchises offers all of the business segments that
Instant Imprints offers.
The greater number of business segments we operate in, custom t-shirts, branded apparel, signs &
banners, promotional products and print services, represents increased operating leverage for our
franchisees. In addition to offering more products & services, we differentiate our business in the level of
aptitude and professionalism our stores provide to their customers.
Our business caters to customers that have higher expectations in terms of the products and services and
where price is not the key differentiator. This market positioning enables our franchisees to achieve and
maintain higher quality of revenue and accelerate their path to profitability.
High Expectations – Large & Enterprise
Agency
Big Box
Price Primary – Large & Enterprise
High Expectations – SMB & Retail
Web-Based
On-Demand
Price Primary – SMB & Retail
7. 6
Qualified Franchisee Leads
Lead Conversion Assumptions
Diligence
Closing the Franchisee
1,600 Qualified
Franchisee Leads
6,000 Qualified
Franchisee Leads
Conversion Ratio:
.75%
Conversion Ratio:
1.25%
Franchisees:
~12
Franchisees:
~75
The Franchise Model
Key to our growth strategy is our ability to attract, qualify and close prospective Area Franchisees that are
entrepreneurial and proactive, capable of expanding the number of store franchises in their respective
area territories. Based on management’s experience with strong comparative information throughout the
franchising value chain, we believe close ratios of 0.75 to 1.25 per 100 leads are achievable. We plan to
achieve close ratios at the higher end of the range.
Area Franchise territories consist of a minimum of 25 store territories, where a store territory is defined
based on demographical areas hosting at least 1,500 businesses and being home to at least 30,000
people. Area Franchisees receive 50% of all franchise and royalty fees for their first 5 years of their 10 year
license, adjusted to 40% for years 6 through 10.
10%
26%
3%
11%
34%
11%
5% 1%
60% 60% 57%
45%
61% 66% 67%
50%
Direct to
Garment
Embroidery Print Services Promotional
Products
Screen
Printing
Signs &
Banners
Transfers Other
Key Performance Metrics
Product Mix Avg. Gross Margin
8. 7
We believe our model is an attractive one to prospective Area Franchisees:
Based on assumptions of annual franchise sales starting at $200,000 in the first year, with annual growth
ranging from 25% to 14% over a 5-year period (15.44% revenue CAGR), and the addition of 2 franchises
per year (inclusive of Area Franchisee pilot store in year 1) in their respective territory, Area Franchisees
can achieve cash flow return of capital on initial investment of approximately $366 thousand in between
years 3 and 4.
Under this scenario the Area Franchisee cumulative royalty and franchise fee CAGR is 53.66% and the 5-
year ROI based on EBITDA is 103.44%.
At present, the Company owns and operates three Master Licenses (United States, Canada and the UK).
There are up to 50 additional Master Licenses available worldwide, which represents at least $15 million in
potential Master License Fees.
There are 90 Area Licenses available in the United States, with another 6 Area Licenses available in Canada
and 21 in the UK, respectively. Without taking into consideration the potential area licenses available in
countries without Master Licenses, there are approximately 117 Area Licenses available in North America
and the UK, which represents at least $21.9 million in potential Area License Fees.
Assuming 25 franchises available under each Area License, in North America and the UK there are
approximately 2,925 franchise licenses available, which represent approximately $58.4 million in potential
Area Franchise Investment $ 187,500
Pilot Store Investment $ 179,032
Total Investment $ 366,532
Maximum # of Stores per Area 25.00
Franchise Fee $ 39,500
Franchise Split of Franchise Fee $ 19,750
Conservative Case Year 1 Year 2 Year 3 Year 4 Year 5 5 Year Total
Franchise Sales Growth 25% 24% 16% 14%
Franchise Annual Revenues $ 200,000 $ 250,000 $ 310,000 $359,600 $ 409,944
Royalty to Area Franchisee 3% $ 6,000 $ 7,500 $ 9,300 $ 10,788 $ 12,298 $ 45,886
New Franchise Stores per Year 2.00 2.00 2.00 2.00 2.00 10.00
Pro Forma Franchise Royalties $ 12,000 $ 27,000 $ 45,600 $ 67,176 $ 91,773 $ 243,549
Franchise Fee $ 39,500 $ 39,500 $ 39,500 $ 39,500 $ 39,500 $ 197,500
Total Royalties & Franchise Fees $ 51,500 $ 66,500 $ 85,100 $106,676 $ 131,273 $ 441,049
Cumulative Royalties & Franchise Fees $ 51,500 $ 118,000 $ 203,100 $309,776 $ 441,049
Pilot Store EBITDA $ (185,032) $ 42,500 $ 100,700 $148,812 $ 197,646
Total EBITDA $ (133,532) $ 109,000 $ 185,800 $ 255,488 $ 328,918
Cumulative EBITDA $ (133,532) $ (24,532) $ 161,269 $ 416,757 $ 745,675
Return of Capital
9. 8
franchise licenses
4
.
The current avg. revenue per store across our Company is approximately $247,000. Assuming the
maximum number of franchises available in North America and UK are operational, in addition to the
current 50 (2,975 total), this translates into $25.7 million in annual, recurring royalty payments at 3.5%
5
.
Sales and Marketing Plan
Franchise development to qualified and approved applicants is targeted throughout North American and
internationally. Marketing strategies to promote the Instant Imprint brand to prospective franchisees
includes trade shows, franchise brokers, trade magazines, public relations across multiple media outlets
and internet lead gen portals.
As shown in a table above, we expect to generate approximately 1,600 qualified leads annual from these
activities and expand to 6,000 over the next 5 years, increasing from a close ratio of 0.75% to 1.25% over
that period.
4
If we assume 50% of $39,500 Store Franchise Fees.
5
Reflects 3% royalty over first 5 years of 10-year term and 4% royalty starting in year 6 through the term end date. Note: The
Company is also paid 1% marketing fees which are not shared with Area Franchisees, which, using the same assumptions above
equates to an additional $7.4 million annually.
10. 9
Franchisee Share Program
The Company has set aside 1,000,000 shares of its Common Stock for issuance under its Franchisee Stock
Program ("Stock Program") which was adopted in June 2015. The Stock Program allows for the award of
up to 10,000 shares of the Company’s Common Stock to each Franchisee over a vested period of 4 years
distributed in equal amounts of 2,500 shares per year. In order to receive a distribution, the Franchisee
must meet certain conditions and standards to qualify as being in Good Standing at each of the
distribution dates. In addition any new Store or Area Franchisee who joins the franchise network after July
2015 and beyond will be awarded up to 10,000 shares of the Company's Common Stock per franchise
license or Area Franchise License awarded subject to the same annual distribution of 2,500 shares per year
over a period of 4 years and further subject to the maximum limitation of 1,000,000 shares of Common
Stock total. The Stock Program is voluntary and subject to the Company’s discretion to modify or
discontinue at any time.
We believe this is a unique incentive and that no such other franchisee/franchisor partnership program
exists in North America. A primary goal of this program is that it will dramatically assist growth within the
franchise system in several ways:
• Individual same store sales growth will improve through better focus on programs of engagement
and communication between the franchisor and franchisee because of factors of unity, common
purpose and pride of ownership;
• Franchisee’s positive referrals about the benefits of being a franchisee within the Instant Imprints
brand will increase through promotion of goodwill;
• Franchisee inquiries (numbers of qualified leads) will increase; and therefore,
• Booking rates on applicants inquiring into the franchise will increase.
Key Inputs to the Model
The Company generates revenue through the following:
• Master License Sales ($300,000 to $500,000 average) with potential of 50countries;
• Area Franchise Sales ($187,500 average) with potential of 117 in North America and UKalone;
• Initial Franchise Fee ($39,500 in Company-operated Franchise Areas and $19,750 in Area
Franchise-operated Areas). Assuming 25 stores per area, potential of 2,925 potential Store
Franchises;
• Ongoing Royalties (3% of Store Franchise revenues in North America and 4% of Store Franchise
revenues in the UK);
• Ongoing Marketing Fee (1% of Store Franchise revenues in North America and 2% of Store
Franchise revenues in the UK);
11. 10
• Under Master License partnership, each Area Franchise sold will generate 15% of license fee;
• Ongoing Royalties under Master License partnership (1.5% of all international royalties earned);
• Training Fees ($4,000 per Store Franchise);
• Consulting Agreements on Store Franchise Transfer (8% of selling price – minimum of $14,000);
• Transfer Fees earned generate 2/3 of $15,000 per center transferred; and
• Franchise Renewal Fee (25% of Store Franchise, Area License and Master License fees paid).
Pro Forma Financial Forecast6
2016 2017 2018 2019 2020
Total Revenue $ 1,320,000 $ 2,990,000 $ 7,330,000 $ 10,860,000 $ 14,800,000
Total Direct Costs 220,000 760,000 1,730,000 2,880,000 4,120,000
Gross Margin 1,100,000 2,230,000 5,600,000 7,990,000 10,680,000
Total Operating Expenses 4,410,000 3,490,000 3,040,000 3,570,000 3,540,000
Operating Income (Loss) (3,310,000) (1,260,000) 2,570,000 4,430,000 7,140,000
Total Other Income (110,000) (230,000) (180,000) (130,000) (50,000)
Income Taxes 270,000 - 800,000 1,440,000 2,390,000
Net Income (Loss) (3,680,000) (1,490,000) 1,590,000 2,870,000 4,710,000
EBITDA (Loss) $ (3,310,000) $ (1,260,000) $ 2,570,000 $ 4,430,000 $ 7,140,000
% -251% -42% 35% 41% 48%
Total Current Assets $ 570,000 $ (1,670,000) $ (850,000) $ 1,220,000 $ 5,060,000
Fixed Assets, Net - - - - -
Total Other Assets - - - - -
Total Assets 570,000 (1,670,000) (850,000) 1,220,000 5,060,000
Total Current Liabilities 860,000 960,000 1,090,000 1,240,000 1,060,000
Total Long Term Liabilities 3,400,000 2,540,000 1,640,000 680,000 -
Total Equity (3,680,000) (5,160,000) (3,570,000) (700,000) 5,060,000
Total Liabilities and Equity $ 570,000 $ (1,670,000) $ (850,000) $ 1,220,000 $ 5,060,000
Total Cash From (For) Operating Activities $ (3,620,000) $ (1,630,000) $ 1,320,000 $ 2,670,000 $ 4,490,000
Total Cash From (For) Investing Activities - - - - -
Total Cash From (For) Financing Activities 4,130,000 (810,000) (860,000) (910,000) (970,000)
Net Increase (Decrease) In Cash 520,000 (2,430,000) 460,000 1,760,000 3,520,000
Cash and Cash Equivalents-End $ 520,000 $ (1,920,000) $ (1,460,000) $ 310,000 $ 3,830,000
Enterprise Value Based Upon Multiple $ - $ - $ 25,700,000 $ 44,300,000 $ 71,400,000
Total Equity Value (EV-LTD+Net Cash) - - 22,600,000 43,930,000 75,230,000
Liquidation Preference - - - - -
Liquidation Preference Value - - - - -
Available to Common - - 22,600,000 43,930,000 75,230,000
Total Founders and Mgmt. Ownership 100.0% 100.0% 100.0% 100.0% 100.0%
Total Founders and Mgmt. Value $ - $ - $ 22,600,000 $ 43,930,000 $ 75,230,000
6
Pro forma financial projections assume the successful completion of this offering. Failure to do so, or failure to do so on a timely
basis will materially and adversely impact these projections.
12. 11
Management Team
Ralph Askar – President and CEO, Director. With a proven record of accomplishments as one of Mail Boxes
Etc.
®
& The UPS Store
®
's most successful multiple Area Franchisee and Multiple International Master
Licensee, Ralph brings 28+ years of hands on franchising experience to Instant Imprints
®
. Ralph was an
officer of Mail Boxes Etc.
®
's parent company when it was a public entity from 1995-1997 and headed the
domestic and International franchise development departments as Vice President. Ralph was also
President and CEO of MBEC Communications Inc., from 2003-2008, as well, Managing Director and
Chairman of MBE UK LTD, from 2000-2003. Ralph purchased the Instant Imprints
®
Master License for
Canada In January of 2008. Ralph is the President and CEO of Instant Imprints Franchises concepts in
Canada and USA.
Mike Boyd, Chief Operating Officer. Mike has been associated with the Instant Imprints systems for more
than 10 years. First, as the spouse of a Center franchisee and then an AREA franchisee before becoming
part of our staff. Prior to joining us, he was a franchise coach with the Entrepreneur’s Source and with
McDonald’s for 27 years as a multi-unit franchisee and an instructor at Hamburger University and a
member of their operations and training departments. Mike is also a veteran of the Canadian Military.
Christian Collucci - Executive V.P. Northern Division, Director. Christian brings a broad base of experience
to the Instant Imprints leadership team with an MBA complemented by over a decade of leadership
experience in both franchised and corporate environments. Christian's expertise spans across sales,
marketing and operations functions with some of Canada's Leading companies. He was a successful
manager with Future Shop for seven years, where he ran their tradeshow business while also opening and
relocating several stores. He then spent two years with Hartco, Canada's leading franchisor of systems
integrators and computer stores. In this role, Christian oversaw all store merchandising and retail
operations initiatives before launching their entry into digital AV market. Prior to joining Instant Imprints
Canada Inc., Christian was with Grand & Toy developing sales and marketing programs for their
technology business unit and leading a direct sales organization in the Greater Toronto Area.
Danny Lyon - Executive V.P & Secretary, Director. Mr. Lyon joined Instant Imprints as an Area Franchisee in
spring 2010. For the past 15years Danny had been a key part of an Area Franchise team with The UPS
Store Canada. Notably, he and his partners were recognized in 2002 by winning the Canadian Area
Franchisee Award of Excellence, presented in Calgary by MBE Canada and the International Area
Franchisee of the Year, presented in Las Vegas by MBE US. Their current Area now includes Alberta, Yukon
Territory and Northwest Territories with 50 operating stores and the Trillium, Area in Ontario which has 58
operating stores. In 2010, this Area team has expanded again to include the Instant Imprints
®
Area
Franchise for Alberta. Danny also is an accomplished athlete, having completed more than 58 marathons,
is a motivational speaker, and a published author of a guide for achieving personal and professional
success.
13. 12
John Tilllger MBA - CFO, Director. Mr. Tillger (MBA) joined the Company in 2012 and the board in 2014.
He was previously an Area Franchisee in the Greater Toronto Area for Mail Boxes Etc./The UPS Store for
more than 18 years. Mr. Tillger grew his area franchise from 4 locations to more than 80 in that time
frame. Prior to that, he served as COO of Purolator Courier for 8 years growing company annual revenues
from $ 200 - $ 500 m and President for a 3rd party major retail logistics organization for 4 years.
Wilson Sawyer – Director. Mr. Sawyer joined Instant Imprints as an Area Franchisee in April 2005. He
currently serves on the Board of Directors and is a shareholder of the Corporation. Mr. Sawyer began his
retail career in 1963 with Maxway Stores Inc. (formerly Mack's Store Inc.). While employed with Maxway,
he held the positions of Manager Trainee, Store Manager, District Manager, Director of Operations,
Executive Vice President, President and COO of the Variety Stores Inc., a division of Maxway. Variety
Stores, Inc. currently operates approximately 400 stores across 14 states ranging in size from 4,000 to
70,000 square feet.
Disclaimer
This is Not an Offer to Purchase or Sell Securities. This overview is for informational purposes and is not
an offer to sell or a solicitation of an offer to buy any securities in II Transatlantic, Inc., and may not be
relied upon in connection with the purchase or sale of any security. Securities of II Transatlantic, Inc., if
offered, will only be available to parties who are “accredited investors” (as defined in Rule 501
promulgated pursuant to the Securities Act of 1933, as amended) and who are interested in investing in II
Transatlantic, Inc. on their own behalf. Any offering or solicitation will be made only to qualified
prospective investors pursuant to a confidential offering memorandum, and the subscription documents,
all of which should be read in their entirety.
To obtain further information, you must complete our investor questionnaire and meet the suitability
standards required by law.
Cautionary Note Regarding Forward-Looking Statements/Pursuant to the U.S. Private Securities Litigation
Reform Act of 1995
This investment brief contains, and our officers and representatives may from time to time make,
"forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as:
"anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future,"
"likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking
statements include, among others, statements we make regarding launch of products, sales, markets,
marketing strategies, our estimates on future financial performance, revenue growth and earnings,
anticipated levels of capital expenditures and our belief that offering proceeds will provide sufficient
liquidity to fund our business operations over the next 36 months.
14. 13
Forward-looking statements are neither historical facts nor assurances of future performance. Instead,
they are based only on our current beliefs, expectations and assumptions regarding the future of our
business, future plans and strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are
outside of our control. Our actual results and financial condition may differ materially from those
indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-
looking statements. Therefore, you should not rely on these forward-looking statements. Important
factors that could cause our results and financial condition to differ materially from those indicated in the
forward-looking statements include, among others, the following:
• Ifourlong-termgrowthstrategyisnotsuccessfulorifourfinancialprojectionsto theeffectsofourstrategy
turnouttobeincorrect,ourbusinessandfinancialresultscouldbeharmed;
• If we are unable to attract leads for our franchises, and if we are not able to convert those leads for our
franchises into franchisees, our business and results of operations could be harmed;
• Purchases of marketing products and services including customized printing may choose to shop online,
whichwouldpreventusfromacquiringnewcustomersthatarenecessarytothesuccessofourbusiness;
• We may not succeed in promoting and strengthening our brands, which could prevent us from acquiring
new customers and increasingrevenues;
• Our global operations and expansion place a significant strain on our management, employees and other
resourcesandsubjectustoadditionalrisks;
• Acquisitionsandstrategicinvestmentsmaybedisruptivetoourbusinessandmayfailtoachieveourgoals;
• SeasonalfluctuationsIourbusinessplaceastrainonouroperationsandresources;
• Wefaceintensecompetitionandweexpectourcompetitiontoincrease;
• Changes in or increased levels of competition, including the entry of additional competitors and increased
success by existingcompetitors;
• Changes in general economicconditions;
• Increasesinoperatingcosts,includingthecostofsupplies,personnelandthirdpartysubjectmatterexperts
usedtocreateourtests;
• Failure of our franchisingstrategy;
• Weareheavilydependentonareadevelopersandtheirabilitytodeveloptheirrespectivemarkets;
• An inability to enter into agreements with business partners;
• Failuretokeeppacewithchangesintechnology;
• Adverse consequences of debt taken on futurefinancings;
• We depend on our key personnel to manage our business effectively and if we are unable to retain key
personnel or third party independent contractors used as subject matter experts, our ability to compete
could harmed;
• Wemaybeunabletosuccessfullymanageourgrowth;
• Weanticipateraisingadditionalcapitaltofundfuturegrowthaswellasforaccretiveacquisitions;
• Weareandwillbecontrolledbyourofficersanddirectors;
• Demand for our products and services could suddenly change;
• Thereisnomarketforoursecurities,whicharehighlyilliquid;
• Youmaysuffersubstantialfuturedilutionofthevalueofyourinvestment;and
• Wedonotplantopaydividendsonanyofourcapitalstockintheforeseeablefuture.
15. 14
Any forward-looking statement made by us in this investment brief is based only on information currently
available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly
update any forward-looking statement, whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or otherwise.
For more information, contact:
Capital Services Group: II Transatlantic, Inc.
Thomas Carter John Tillger
thomas@capservegroup.com jomich@sympatico.ca
760-845-7545