XTI Aircraft Company: Form 1-A Offering Circular

EXPLANATORY NOTE

This Post-Qualification Offering Circular Amendment No.2 amends the offering circular of Mobodexter, Inc., as qualified on March 30, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular.

Post-Qualification Offering Circular

Amendment No.2

File No. 024-10670

PART II

OFFERING CIRCULAR

MOBODEXTER , INC.

616 Corporate Way, Suite 2-6564

Valley Cottage, NY 10989

Up to 5,000,000 Common Shares of Common Stock

Minimum purchase: 500 Shares ($500)

We are offering up to 5,000,000 Class “A” shares of common stock on a “best efforts” basis, with a minimum amount of 500 shares that must be purchased, all investor funds will be available to the company upon commencement of this Offering. The shares will be issued in the minimum amount of 500 common shares ($500) and in multiples of 500 shares. There will be two classes of authorized common stock outstanding after the offering; Class “B” common stock receives 10 votes per share; and two executive officers own all of the Class “B” common shares.

The Offering is being made pursuant to Tier 2 of Regulation A, promulgated under the Securities Act of 1933. Each share will be offered at its principal amount, one dollars ($1.00). There is a minimum purchase amount of 500 shares, for an aggregate purchase price of five hundred ($500.00) dollars.

Investing in this offering involves high degree of risk, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 9. This offering circular relates to the offer and sale or other disposition of up to five million (5,000,000) common shares, at a price of $1 per share. See “Securities Being Offered” beginning on page 30.

This is our offering, and no public market currently exists for our shares. The Offering price may not reflect the market price of our shares after the Offering. The Company does not intend to seek a public listing for our shares. Moreover, our common stock is not listed for trading on any exchange or automated quotation system. The Company presently does not intend to seek such listing for its common stock, but should it hereinafter elect to do so, there can be no assurances that such listing will ever materialize.

The proposed sale will begin as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission (the “SEC”) and the relevant state regulators, as necessary. The offering will continue until the Company has sold all of the shares offered hereby or on such earlier date as the Company may terminate the Offering. The shares offered hereby are offered on a “best efforts” basis, and there is no minimum offering.

We have made no arrangements to place subscription proceeds or funds in an escrow, trust or similar account, which means that the proceeds or funds from the sale of shares will be immediately available to us or use in our operations and once received and accepted are irrevocable. See “Plan of Distribution” and “Securities Being Offered” for a description of our capital stock.

Please note that the Company is a “shell” company in accordance with Rule 405 promulgated under the Securities Act of 1933. Accordingly, any securities sold in this offering can only be resold through

registration under the Securities Act of 1933; Section 4(1), if available, for non-affiliates; or by meeting the following conditions of Rule 144(i): (a) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (b) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(D) of the Exchange Act of 1934; and the issuer of the securities has filed all Exchange Act reports and material required to be filed during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has lapsed from the time that the issuer filed current Form 10 type information with the Commission reflecting its status as an entity that is not a shell company. For purposes herein, following the effectiveness of this Offering Statement, the Company will not be subject to the reporting requirements of the Exchange Act. Thus, the Company will be required to file another registration statement and become subject to the reporting requirements thereof in order to potentially provide for the application of Rule 144.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

THE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE COMMON SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

					Underwriting
	Number of		Price to		discount and		Proceeds to		Proceeds to
	shares		Public (3)		commissions (1)		issuer (2)		other persons
Per share	1	$	1	$	0.00	$	1	$	0.00
Total Minimum	500	$	500	$	0.00	$	500	$	0.00
Total Maximum	5,000,000	$	5,000,000	$	0.00	$	5,000,000	$	0.00

	(1)	We do not intend to use commissioned sales agents or underwriters.

	(2)	The amounts shown are before deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, finders fees, selling and other costs incurred in the offering of the shares.

	(3)	The Shares are offered in denominations of $500 and any even multiple thereof. The minimum subscription amount is $500.

We are following the “Offering Circular” format of disclosure under Regulation A+ Tier 2.

The date of this Preliminary Offering Circular is of November 3rd, 2017

TABLE OF CONTENTS

SUMMARY OF INFORMATION IN OFFERING CIRCULER…………………………….….……....4

RISK FACTORS…………………………………………………………………………………................9

DILUTION……………………………………………………………………………………………...….18

PLAN OF DISTRIBUTION AND SELLING SECURITY HOLDERS……………………………..…19

USE OF PROCEEDS TO ISSUER………………………………………………………………...…......20

DESCRIPTION OF BUSINESS………………………………………………………………………......22

DESCRIPTION OF PROPERTY………………………………………………………………...……....25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS……………………………………………………………...….…..26

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES……………...……...29

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS……………………...….........31

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS………..32

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS………….........33

SECURITIES BEING OFFERED………………………………………………………………...…...…34

FINANCIAL STATEMENTS……………………………………………………………………......…...36

INDEX TO EXHIBITS………………………………………………………………………...…..……...49

SIGNATURES…………………………………………………………………………………………......50

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

1.SUMMARY OF INFORMATION IN OFFERING CIRCULAR

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Company Name” refer to Mobodexter , Inc. Unless the context otherwise indicated.

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

The Company

Organization:

We were incorporated under the laws of the State of Delaware on November 22, 2013. Our principal office is located at 10400 NE 4^th Street, Bellevue, WA 98004

Capitalization:

Our articles of incorporation provide for the issuance of up to 75,000,000 shares of common stock, par value $0.0001. As of the date of this Prospectus, there are 20,000,000 shares of our common stock issued and outstanding. Chandramouli Srinivasan owns 9,738,406 Class “B” shares, Kavitha Gopalan owns 9,738,406 Class “B” shares and Other shareholders own the total 523,188 common shares. Our articles of incorporation do not provide for the issuance of any preferred stock or other class of equity securities. Our articles of incorporation do not provide for the issuance of any preferred stock or other class of equity securities.

Management:

Chandramouli Srinivasan

Co-founder, CEO & President

Mouli is a Co-Founder of MoboDexter and an Ex-Intel and Ex-HP veteran. Mouli has overall industry experience of 17+ years in product engineering in HP & Intel. He is a technology innovator and holds multiple U.S. patents/Research publications to his credit. Prior to MoboDexter, he held a position in Intel as an Engineering Manager, and has built new teams from scratch and led them to deliver numerous complex product & transitions on record TTM goals. Mouli has won many top performance accolades and awards in his career at HP & Intel. He is leading MOBODEXTER as the CEO since founding the company and one of his key accomplishments is the fact that he lead the company to generate revenue within 3 months of operation. He has led the company to consistent revenue growth and at the same time has pivoted into IoT products/platforms from being mobile apps and product engineering service providers. A few of the top innovations in Mobodexter such as IoT on ToR and IoT on BlockChain are Mouli's brainchildren.

Mouli holds a Bachelor of Engineering Degree in Electronics & Communication from one of top Engineering Colleges in India and also holds PMP & SCRUM certifications. He is viewed by the industry as one of the top IoT leaders and Influencers on social media with a very strong entrepreneurial acumen. He is also an active member of Leadership Excellence at the Harvard Square & Project Management Institute.

Kavitha Gopalan

Co-founder& CMO

Kavitha is the second Co-Founder of MoboDexter and is an Ex-Intel veteran. Kavitha has an overall industry experience of 16+ years in technical marketing and application engineering. She is specialized in hardware design and has contributed to multiple designs. Prior to MoboDexter, she held a position in Intel as a Program Manager and has lead the hardware design initiatives on Core, Atom & Xeon platforms for Intel OEM & ODM partners that includes Samsung, Toshiba & LG. Kavitha has won many top performance awards from managing some of the toughest OEMs in Intel. She is leading MOBODEXTER as a CMO and has been instrumental in building sales & marketing initiatives, building partners and client relationships. She is also one of the top content creators in the IoT space and has written a lot of technology and business content on IoT for many digital magazines. A few of the top innovations in Mobodexter such as HiveyPie and Edge Computing are Kavitha's brainchildren.

Kavitha holds a Bachelor of Engineering Degree in Electronics & Communications from one of top Engineering Colleges in India. She also holds a Master of Science in Computer Science from Manipal University. She is viewed by the industry as a strategic leader with very strong thought leadership skills in the partner and client management side. She is also an active member of many worldwide Women Entrepreneurship forums.

Controlling Shareholders:

Our Officers and/or Directors constitute the majority of our stockholders: Chandramouli Srinivasan owns 9,738,406 Class “B” shares, Kavitha Gopalan owns 9,738,406 Class “B” shares. As such, our current Officers and Directors will be able to exert a significant influence over the affairs of the Company at the present time, and will continue to do so after the completion of the offering.

Shell Company Status:	We are a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Accordingly, the securities sold in this offering can only be resold through registration under Section 5 the Securities Act of 1933, Section 4(1), if available, for non-affiliates or by meeting the conditions of Rule 144(i). A holder of our securities may not rely on the safe harbor from being deemed statutory underwriter under Section 2(11) of the Securities Act, as provided by Rule 144, to resell his or her securities. Only after we (i) are not a shell company, and (ii) have filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that we may be required to file such reports and materials, other than Form 8-K reports); and have filed current “Form 10 information” with the SEC reflecting our status as an entity that is no longer a shell company for a period of not less than 12 months, can our securities be resold pursuant to Rule 144. “Form 10 information” is, generally speaking, the same type of information as we are required to disclose in this prospectus, but without an offering of securities. These circumstances regarding how Rule 144 applies to shell companies may hinder your resale of your shares of the Company.

Independence:	We are not a blank check company, as such term is defined by Rule 419 promulgated under the Securities Act of 1933, as amended, as we have a specific expansion/growth plan and we presently have no plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person.
Our Business
Description of Operations:	Mobodexter, Inc. has developed an IoT platform “PAASMER.” PAASMER is a simple, elegant and affordable software solution that has all the components needed to launch smart, connected, automated and control based IOT products in the market. Our partnership with the hardware vendors and our alignment with various Industry standards allow the client to choose the right hardware for their IOT product and our ready-to-use, easy-to-deploy software for various components such as IOT Gateway, Connection software, Mobiles applications, Cloud and Analytics in which gives the flexibility to launch an IOT product within months. The PAASMER IOT platform is a true IOT platform that allows the integration of various IOT devices and provides a channel for seamless information flow from devices to the application. It provides reliable and secure connectivity, device management, storage, analytics as well as Machine Learning.
Historical Operations:	Mobodexter, Inc. has been in operation since November 22, 2013.
Current Operations:	The Company is currently in operation with their software PAASMER. The Company has been making revenue since 2014, and is currently focused on the growth of the company.

Growth Strategy:	The Company has an extensive plan that includes a comprehensive growth strategy. The Company is using funds to expand the growth of their software, PAASMER. The Company has started increasing clientele with PAASMER and began gaining media attention to further accelerate growth through client base. The Company’s strategy for acquiring customers are through referrals from our existing customer base; social media marketing (lead generation and lead nurturing programs through social media campaigns); marketing strategies such as trade-shows, email campaigns, and weekly newsletters to leads; and sales that include inbound and an outbound sales process that involves calls, meetings and demos.
The Offering
Class of Securities Offered:	Common share class “A”, face value $1
No. of shares being Sold in the Offering:	Maximum of 5,000,000 shares of common stock at $1 per share
Offering Price:	The Company intends to offer the common shares at a price of $1 per share. There is a minimum purchase amount of five hundred shares (500) for an aggregate purchase of $500 per investor.
	As of the date of this Prospectus, there are 20,000,000 shares of the Company’s common stock issued and outstanding. Chandramouli Srinivasan owns 9,738,406 Class “B” shares, Kavitha Gopalan owns 9,738,406 Class “B” shares, Our two officers and directors own the majority issued and outstanding shares, and Other shareholders own the total 523,188 common shares.
No. of Shares Outstanding:	Irrespective of the relative success of the offering, there will remain 20,000,000 shares of the Company’s common stock issued and outstanding following the completion of the offering contemplated herein. Chandramouli Srinivasan owns 9,738,406 Class “B” shares, Kavitha Gopalan owns 9,738,406 Class “B” shares and Other shareholders own the total 523,188 common shares.
Termination of the Offering:	The offering will commence as of the effective date of this Prospectus and will terminate on the sooner of the sale of the maximum number of Shares being sold, 365 days from the effective date of this Offering Statement or the decision by Company management to deem the offering closed.
Offering Cost:	We estimate our total offering registration costs to be $30,000. If we experience a shortage of funds prior to funding, our officer and director has verbally agreed to advance funds to the Company to allow us to pay for offering costs, filing fees, and correspondence with our shareholders; however our officer and director has no legal obligation to advance or loan funds to the Company.

Market for our Common Stock:	Our common stock is not listed for trading on any exchange or automated quotation system. We do not intend, upon the effectiveness of this Offering Statement to seek such a listing. We may, however, seek to obtain a listing at a later date, although there can be no guarantee that we will be able to file and later have declared effective, a registration statement made pursuant to the Exchange Act of 1934. Moreover, there can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTQB Marketplace; nor can there be any assurance that such an application for quotation will be approved.
Common Stock Control:	Our officers and directors currently own the majority of the issued and outstanding common stock of the company, and will continue to own all of the common shares to control the operations of the company after this offering, irrespective of its outcome.
Best Efforts Offering:	We are offering our common stock on a “best efforts” basis through our Chief Executive Officer, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering.

2. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider each of the following risks, together with all other information set forth in this Offering Circular, including the financial statements and the related shares, before making a decision to buy our common stock. If any of the following risks actually occurs, our business could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Specific to Mobodexter

1. IoT is an evolving field where there are no defined technology standards or practices and organizations are still evaluating their implementation strategy. Hence PAASMER has the risk of staying relevant in this context.

2. PAASMER has acquired a few customers and is working on a strong pipeline of leads who want to implement IoT solution in the short-term or long-term. Hence there is risk of these leads not converting into a client in the near term.

3. PAASMER's current revenue generation is nominal given that this is platform launched in 2016 and revenue generation is expected to be exponential over a period of time. There is potential risk that the revenue generation is turns out to be linear.

4. PAASMER's access to capital is very small and there is a lot of development and sales work to be done to catch up with the fast paced competitors in the market. Some of the competitors have raised up to $65 Million funds to be aggressive in the market. There is a potential risk that smaller fund avialability could impact the ability to sell aggressively to the market.

5. Many established players like Amazon, Google, Microsoft, Oracle, SalesForce, SAP have launched their IoT cloud platform and are offering free 1 year cloud subscription to everyone signing up. This has a potential risk for us to offer similar subscription on the cloud side and this could impact our revenue projection for the cloud subscription part of the revenue component.

6. PAASMER's partner ecosystem especially on the System Integration partners is not strong. This is a potential risk for delivering large scale enterprise projects as well for having two way revenue contribution by PAASMER and partners. This could impact our ability to sign large deal clients.

Risks Related to Our Operations

Small company in the growth phase.

There are always unpredictable changes within the technology industry that may have negative effects on our business. These changes are including but not limited to: federal regulations, fast changing technology, and large competitors with more access to working capital. We are a small company with little name recognition in the industry.

With respect to the technology business, we are a growth stage company with one facility and just a few years of operating history. As such, you will be investing in a growth stage company and your investment will be subject to the risks involved in investments in such companies.

We anticipate that we may possibly incur significant losses in the future.

We expect to incur losses for the foreseeable future as we are in the stages of growth, and we expect that these losses may increase as we continue seeking to grow our audience and operations. The size and duration of our future losses will depend, in part, on the rate of future growth of our expenses and revenues.

In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect the timing of our financial and operating expectations. Even if we are able to grow our revenues, this may not occur quickly enough to sustain our operations.

A portion of our projected revenue would be generated from B2B client services, in which a percentage of transactions will be collected or specifically structured fees will be incurred. We may face impediments to developing meaningful revenue through consumer services.

Our software platform could fail to support our consumer services for a number of reasons: this includes a failure to service to consumers or to gain traction with consumers. The success of our service plans may face other impediments; if we are unable, for example, to price services at a level that attracts subscribers and provides us with meaningful revenue, we may incur loss. If we are not successful in devising and implementing an attractive service for consumers, we will fail in developing one of our projected methods of earning revenue, and our business may be adversely affected.

Our future revenue depends on our ability to retain and grow our intended consumer base through satisfying consumer services. If we are unable to provide such services and retain or grow our consumer base, our business could be adversely affected.

Our future revenue is dependent on our ability to retain and grow our consumer base that we plan to establish by providing a satisfying and differentiating product that caters to consumer needs and wants. Audience tastes and attitudes towards digital services change and our services may not appeal to our audience over the long term. If we are unable to evolve with current popular, our ability to provide satisfactory service in a way that continues to attract consumers may be hindered. If we are unable to offer sufficiently attractive services, we may be unable to grow and may experience declines in our audience and intended loyal consumer base, which would adversely affect business.

If we are unable to effectively manage growth and maintain reasonable operating costs, our results of operations and financial condition may be adversely affected.

Our plans require significant expansion of our business. If we are unable to effectively manage our employees or accurately anticipate and manage our future growth, our business may be adversely affected. Our business model depends on us maintaining manageable operating costs for the consistent maintenance of our service. If we are unable to manage our expansion and growth effectively, we may be unable to keep our operating costs within budget or maintain key performance measures for our services. Our success in managing our expansion and growth in a cost-effective manner will require us to upgrade and improve systems, procedures and controls. If we are unable to adapt our systems and put adequate controls in place in a timely manner, our business may be adversely affected. In addition, our growth may place significant demands on our management, and our overall operational and financial resources. A failure on our part to meet any of the foregoing challenges inherent in our growth strategy may have an adverse effect on our results of operations and financial condition.

We use certain performance metrics that are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics, or real or perceived failures of such metrics to measure or predict the success of our business, could negatively affect our business.

We use certain key metrics to internally assess our business performance and to present our business to potential advertisers, investors and others. These metrics include total number of clients and projects. While our metrics are based on what we believe to be reasonable measurements and methodologies, there are inherent challenges in deriving our metrics and measuring them precisely, especially across large online and mobile populations around the world. If advertisers, investors and others do not perceive our metrics to be accurate, or if they in fact are not accurate, or if there are real or perceived failures of such metrics to measure or predict the success of our business, it could negatively affect our business.

We operate in an immature and rapidly evolving industry and have a relatively new business model, which makes it difficult to evaluate our business and prospects.

The industry in which we operate is characterized by rapidly changing technology and media, evolving industry standards and shifting user and client demands. Our business model is also evolving and is different from models used by other companies in our industry. As a result of these factors, the success and future revenue and income potential of our business is uncertain. Any evaluation of our business and our prospects must be considered in light of these risks and uncertainties, some of which relate to our ability to:

	-	Increase the number of our clients and grow a client base;
	-	Develop relationships with businesses and other sources to attract users;
	-	Expand operations and implement and improve our operational, financial and management controls;
	-	Raise capital at attractive costs, or at all;
	-	Attract and retain qualified management, employees and independent service providers;
	-	Successfully introduce new processes, technologies products and services and upgrade our existing processes, technologies, products and services;
	-	Protect our proprietary processes and technologies and our intellectual property rights; and
	-	Respond to government regulations relating to the Internet, personal data protection, email, software technologies, cyber security and other regulated aspects of our business.

If we are unable to successfully address the challenges posed by operating in an immature and rapidly evolving industry and having a relatively new business model, our business could suffer.

Our business depends on our developing a strong brand, and if we fail to develop and maintain our brand in a cost-effective manner, or business could be adversely affected.

Developing our brand is an important aspect of our efforts to attract and expand our audience, user, advertiser and partner base. We believe that the importance of brand recognition is increased by the relatively low barriers to entry in certain portions of the Internet market. The development of our brand will depend largely on our ability to provide high-quality, consistent and differentiating services. We have spent and expect to continue spending money and other resources on the establishment and maintenance of our brand; this includes advertising, marketing, and other brand-building efforts in order to preserve and enhance consumer awareness of our brand. Our brand may be negatively affected by a number of factors, such as product malfunctions, data protection and security issues, exploitation of our trademarks by others without permission, poor presentation or integration of our services and the advertising we carry. If we are unable to maintain or enhance our brand in a cost-effective manner, or if we incur excessive expenses in these efforts, our business may be harmed.

Our business depends on continued and unimpeded access to the Internet by our intended consumer base and us. Internet access providers or distributors may be able to block, degrade or charge for access to our services, which could lead to additional expenses and the loss of viewers, consumers and advertisers.

Products and services such as ours depend on our ability and the ability of our users to access the Internet. Currently, companies that have significant market power in the broadband and internet access marketplace mostly provide such access; this includes incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Some such providers may take measures that could degrade, disrupt, or increase the cost of user access to products or services such as ours. This may happen by restriction or prohibition of the use of their infrastructure (which is used to support or facilitate product or service offerings such as ours), or by charging increased fees to businesses such as ours to be able to provide our service or to have users access that service. Such interference could result in a loss of existing users and advertisers, and increased costs. This could also impair our ability to attract new users and advertisers, thereby harming our revenues and growth. The adoption of any laws or regulations that limit access to the Internet by blocking, degrading or charging access fees to us or our users could reduce the demand for, or the use of, our products and services, increase our costs of doing business and adversely affect our operating results.

Security breaches and other network and information systems disruptions could affect our ability to conduct our business effectively.

Our information systems store and process confidential user, employee, advertiser and other sensitive personal and business data; therefore, the maintenance of our network security is of critical importance. We use third-party technology and systems for a variety of information systems operations, including encryption and authentication technology, employee email, domain name registration, content delivery to customers, back-office support and other functions. Our systems, and those of third parties upon which our business relies, may be vulnerable to interruption or damage due to reasons out of our control.

Despite implementing all possible security measures, our information systems, and those of our service providers have been, and will likely continue to be, subject to disruption or attack. Such an event could result in a disruption of our services, improper disclosure of personal data, or confidential information. This could harm our reputation, require us to expend resources to remedy such a security breach, require us to defend against further attacks, divert management’s attention and resources, or subject us to liability under laws that protect personal data. This all may result in increased operating costs or loss of revenue.

We have implemented controls and taken other preventative measures designed to strengthen our systems against disruptions and attacks, including measures designed to reduce the impact of a security breach at our third-party vendors. Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, our results of operations, or our liquidity, there can be no assurance as to the cost of additional controls and measures that we may conclude to be necessary in the future.

We face significant competition in all aspects of our business.

We operate in a highly competitive environment. Our video streaming and conferencing service competes for advertising and user revenue with both traditional and new service providers. We expect this competition to intensify because of continued innovation and development of digital platform technologies, and new media providers offering such similar streaming services. Competition among companies offering online services are intense and new competitors can quickly emerge. Some of our current and future competitors may have greater resources or better competitive positions in certain areas than we do. These factors may allow our competitors to respond more effectively to new technologies and changes in market conditions than we are able to.

Our ability to compete effectively depends on many factors both within and beyond our control, including, among others:

	-	our ability to attract high-quality users that would bring in large audiences and therefore consumer loyalty;
	-	our ability to monetize our services;
	-	the popularity, relevance, ease of use, and reliability of our services;
	-	the engagement of our users with our services;
	-	our ability to attract, retain, and motivate talented employees and executives;
	-	our ability to effectively target audiences with relevant advertising;
	-	our ability to manage and grow our operations in a cost-effective manner; and
	-	our reputation and brand strength relative to those of our competitors.

Acquisitions and strategic investments could result in unanticipated liabilities and otherwise adversely affect our operations.

Certain transactions may result in the reduction of our cash resources, dilutive issuances of our equity securities, or the incurrence of debt. Such transactions may also result in amortization expenses related to intangible assets. Our acquisitions and strategic investments to date have been accompanied by a number of risks, including:

the difficulty of integrating the operations, personnel, systems, and controls of acquired companies as a result of cultural, regulatory, systems, and operational differences;

	·	the potential disruption of our ongoing business and the distraction of management;
	·	the incurrence of additional operating losses and operating expenses;
	·	the difficulty of integrating acquired technology and rights into our business and unanticipated expenses related to such integration;
	·	the failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets;
	·	the failure of strategic investments to perform as expected or to meet financial projections;
	·	the potential for patent and trademark infringement and data privacy and security claims against the companies we acquired or invested in;
	·	litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested;
	·	the impairment or loss of relationships with customers and partners of the companies we acquired or in which we invested or with our own customers and partners as a result of the integration of acquired operations;
	·	the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of new personnel;
	·	in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; and
	·	the impact of known potential liabilities or unknown liabilities, including as a result of inadequate internal controls, associated with the companies we acquired or invested in.

We are likely to experience similar risks in connection with future acquisitions and strategic investments. Our failure to successfully address these risks or other problems encountered in connection with past or future acquisitions and strategic investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and otherwise harm our business.

If we do not manage our operating expenses effectively, we may lose profitability.

We plan to continue to manage costs as efficiently as we can. However, our operating expenses might increase as we expand our operations in areas of desired growth, develop and extend our brand, expand our distribution platforms, acquire additional employees and acquire and integrate complementary technologies. If our expenses increase at a faster pace than our revenues, or if we otherwise fail to effectively manage costs, we may lose profitability.

Our success depends on our ability to respond and adapt to changes in technology and consumer behavior.

Technology in the media industry continues to evolve rapidly. Advances in technology have led to an increasing number of methods for video streaming and conferencing. These developments are driving changes in consumer behavior and the ways companies deploy their advertising spend. Unless we are able to use new and existing technologies to distinguish our product and services from those of our competitors and engage users, our business may be adversely affected.

Changes in technology and consumer behavior pose a number of challenges that could adversely affect our business. For example, among others:

	-	we may be unable to expand the use of our products and services to other platforms that consumers find engaging;
	-	there may be changes in user sentiment about the quality or usefulness of our services;
	-	technical or other problems could prevent us from delivering our product in a reliable manner or otherwise negatively affect the user experience;

Responding to these challenges may require significant investment. There can be no assurance that we will be able to raise the funds necessary to make these investments, on commercially reasonable terms or at all.

If we are unable to recruit, hire, motivate, and retain key personnel, we may not be able to execute our business plan.

Our business depends on our ability to recruit, hire, motivate and retain talented, highly skilled management, customer service, technical and other personnel. Achieving this objective may be difficult due to many factors, including fluctuations in global, national and regional economic and industry conditions, competitors’ hiring practices and the effectiveness of our compensation programs. If we do not succeed in retaining and motivating our existing key employees, and in attracting new key personnel, we may be unable to execute our business plan and grow our business. As a result, our business may be adversely affected.

Our business may suffer if we cannot protect our intellectual property.

Our business depends on our intellectual property, including our trade secrets, services, content, and internally developed technology. We believe our proprietary knowledge and other intellectual property rights are important to our success and our competitive position. Unauthorized parties may attempt to copy or otherwise unlawfully obtain and use our content, services, technology and other intellectual property, and we cannot be certain that the steps we have taken to protect our proprietary rights will prevent any misappropriation, confusion among consumers and merchants or unauthorized use of these rights.

Advancements in technology have made the unauthorized duplication and wide dissemination of unique technologies easier, making the enforcement of intellectual property rights more challenging. In addition, our business and the risk of misappropriation of our intellectual property rights have become more global in scope, and we may not be able to protect our proprietary rights in a cost-effective manner in a multitude of jurisdictions with varying laws.

If we are unable to procure, protect and enforce our intellectual property rights, including maintaining and monetizing intellectual property rights to our content, we may not realize the full value of these assets, and our business may suffer. In addition, if we must litigate in the United States or elsewhere to enforce our intellectual property rights or to determine the validity and scope of our rights and the rights of others, such litigation may be costly and divert the attention of our management.

In the future, we may be subject to claims of intellectual property or copyright infringement that could adversely affect our business.

Infringement claims may require us to enter into royalty or licensing agreements on unfavorable terms, use more costly alternative technologies or otherwise incur substantial monetary liability. Additionally, such claims may require us to alter our operations. The occurrence of any of these events as a result of such claims could adversely affect our business.

Adverse results from litigation could affect our business practices and operating results.

From time to time, we may be party to litigations and other proceedings. Adverse outcomes in lawsuits or similar proceedings may result in monetary damages or injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to conduct our business as intended.

The use of open source software in our hardware and applications may expose us to additional risks.

Some of our hardware and applications use software covered by open source licenses. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate such software into their products or applications. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional development resources to change our operations. In addition, if we were to combine our applications with open source software in a certain manner, we could, under certain open source licenses be

required to release the source code of our applications. If we inappropriately use open source software, we may be required to redesign or discontinue the use of our applications or take other remedial actions.

A variety of new and existing United States and foreign laws and regulations could subject us to claims, judgments, monetary liabilities and other remedies, and to limitations on our business practices.

We are subject to numerous United States and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations, changes in existing laws and regulations or the interpretation of them, our introduction of new products or services or forms of advertising, or an extension of our business into new areas could increase our future compliance costs; this would make our product and services less attractive to our users or cause us to change or limit our business practices. We may incur substantial expenses to comply with laws and regulations or defend against claims of noncompliance. Further, any failure on our part to comply with any relevant laws or regulations may subject us to civil or criminal liabilities, penalties, and negative publicity.

The application of existing domestic and international laws and regulations to us relating to issues such as user privacy and data protection, security, defamation, pricing, advertising, taxation, promotions, billing, real estate, consumer protection, accessibility, content regulation, quality of services, law enforcement demands, telecommunications, mobile, and intellectual property ownership and infringement in many instances is unclear or unsettled. United States export control laws and regulations also impose requirements and restrictions on exports to certain nations and persons. Internationally, we may also be subject to laws regulating our activities in foreign countries and to foreign laws and regulations that are inconsistent from country to country.

The Digital Millennium Copyright Act (“DMCA”) is intended, in part, to limit the liability of eligible online service providers for caching, hosting, listing or linking to third-party websites or user content that include materials that give rise to copyright infringement. Portions of the Communications Decency Act (“CDA”) are intended to provide statutory protections to online service providers who distribute third-party content. We rely on the protections provided by both the DMCA and the CDA in conducting our business, and may be adversely affected by future legislation and future judicial decisions altering these safe harbors or if international jurisdictions refuse to apply similar protections.

Various United States and international laws restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. These laws currently impose restrictions and requirements on our business, and future federal, state or international laws and legislative efforts designed to protect children on the Internet may impose additional requirements on us.

Risks Related to Our Securities

There is no current established trading market for the Common Stock and if a trading market does not develop, purchasers of our securities may have difficulty selling their securities

There is currently no established public trading market for our Common Stock, and an active trading market in our securities may not develop or, if developed, may not be sustained. While we intend to seek a quotation on a major national exchange or automated quotation system in the future, there can be no assurance that any such trading market will develop, and purchasers of the shares may have difficulty selling their shares or the underlying common stock, if converted, should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

Because we are a “shell company” the holders of our restricted securities will not be able to sell their securities in reliance on Rule 144 and we cannot file registration statements under Section 5 of the Securities Act using a Form S-8, until we cease being a “shell company”.

We are a “shell company” as that term is defined by the applicable federal securities laws. Specifically, because of the nature and amount of our assets and our very limited operations, pursuant to applicable federal rules, we are considered a “shell company”. Applicable provisions of Rule 144 specify that during that time that we are a “shell company” and for a period of one year thereafter, holders of our restricted securities cannot sell those securities in reliance on Rule 144. This restriction may have potential adverse effects on future efforts to form additional capital through unregistered offerings. Another implication of us being a shell company is that we cannot file registration statements under Section 5 of the Securities Act using a Form S-8, a short form of registration to register securities issued to employees and consultants under an employee benefit plan. As result, one year after we cease being a shell company, assuming we are current in our reporting requirements with the Securities and Exchange Commission and have filed current “Form 10 information” with the SEC reflecting our status as an entity that is no longer a shell company for a period of not less than 12 months, holders of our restricted securities may then sell those securities in reliance on Rule 144 (provided, however, those holders satisfy all of the applicable requirements of that rule). For us to cease being a “shell company” we must have more than nominal operations and more that nominal assets or assets which do not consist solely of cash or cash equivalents. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares if and when applicable restrictions against resale expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

The offering price of the shares being offered herein has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the shares being registered.

Currently, there is no public market for our shares. The offering price for the shares being registered in this offering has been arbitrarily determined by us and is not based on assets, operations, book or other established criteria of value. Thus, investors should be aware that the offering price does not reflect the market price or value of our common shares.

We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock. As of the date of this prospectus, the Company had 20,000,000 shares of common stock outstanding. Chandramouli Srinivasan owns 9,738,406 shares, Kavitha Gopalan owns 9,738,406 shares. Other shareholders own the total 523,188 common shares. Accordingly, we may issue up to an additional 54,460,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification

provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

3. DILUTION

If you invest in our shares, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our capital stock after this Offering. The following table demonstrates the dilution that new investors will experience relative to the company’s net tangible book value as of December 31, 2016 of $383,657.15. Net tangible book value is the aggregate amount of the company’s tangible assets, less its total liabilities. The table presents three scenarios: a $1.25 million raise from this Offering, a $2.5 million raise from this Offering and a fully subscribed $5 million raise from this Offering.

		$1,250,000MM Raise			$2,500,000 MM Raise			$5,000,000MM Raise
Price per Share	$	1.00		$	1.00		$	1.00
Shares Issued		1,250.000			2,500,000			5,000,000
Capital Raised	$	1,250,000		$	2,500,000		$	5,000,000
Less: Offering Costs	$	(30,000	)	$	(30,000	)	$	(30,000	)
Net Offering Proceeds	$	1,220,000		$	2,470,000		$	4,970,000
Net Tangible Book Value Pre-Financing	$	383,657.15		$	383,657.15		$	383,657.15
Net Tangible Book Value Post-Financing	$	1,603,657.15		$	2,853,657.15		$	5,353,657.15

Shares Issued and Outstanding Pre-Financing as of August 31, 2016		20,000,000			20,000,000			20,000,000
Post-Financing Shares Issued and Outstanding		21,250.000			22,500,000			25,000,000

Net Tangible Book Value per Share Prior to Offering	$	0.019		$	0.019		$	0.019
Net Tangible Book Value per Share After Offering	$	0.075		$	0.126		$	0.214

The following table summarizes the differences between the existing shareholders and the new investors with respect to the number of shares of common stock purchased, the total consideration paid, and the average price per share paid, if the maximum offering price is reached:

Maximum Offering:

	Shares Purchased		Total Consideration			Average Price
	Number	Percent	Amount	Percent		Per Share
Shareholders	20,000,000	81%	417,192.38	10.00%	$	0.02
New Investors	5,000,000	19%	5,000,000	90.00%	$	1.00
Total	23,376,812	100.0%	4,317,192	100.0%	$	0.98

Another important way of assessing dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowd funding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock. If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. The company has authorized and issued only one class or type of shares, common stock. Therefore, all of the company’s current shareholders and the investors in this Offering will experience the same dilution if the company decides to issue more shares in the future.

4. PLAN OF DISTRIBUTION

We are offering a maximum of 5,000,000 common shares with no minimum, “best efforts” basis. We will sell the shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our shares using our best efforts and no one has agreed to buy any of our shares. This prospectus permits our officers and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares they may sell. There is no plan or arrangement to enter into any contracts or agreements to sell the shares with a broker or dealer. Our officers and directors will sell the shares and intend to offer them to friends, family members and business acquaintances. There is no minimum amount of shares we must sell so no money raised from the sale of our shares will go into escrow, trust or another similar arrangement.

The shares are being offered by Chandramouli Srinivasan, the Company’s Chief Executive Officer. All our company officers will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the shares. No sales commission will be paid for shares sold by our officers; they are not subject to a statutory disqualification and are not associated persons of a broker or dealer.

Additionally, Mobodexter’s chief officers primarily perform substantial duties on behalf of the registrant otherwise than in connection with transactions in securities. They have not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and they have not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.

The offering will terminate upon the earlier to occur of: (i) the sale of all 5,000,000 shares being offered, or (ii) 365 days after this registration statement is declared effective by the Securities and Exchange Commission.

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.

5. USE OF PROCEEDS TO ISSUER

We estimate that, at a per share price of $1 the net proceeds from the sale of the 5,000,000 shares in this Offering will be approximately $4,970,000 after deducting the estimated offering expenses of approximately $30,000.

We will utilize the net proceeds from this offering to grow the team, salaries for the team, operational costs, infrastructure costs, marketing for our products, and other operating expenses. None of the proceeds will be used to compensate or otherwise make payments to our officers or directors; however and as per the USCIS non-immigrant visa guidelines, Mobodexter Inc. is liable to pay compensation to the current directors as per the minimal wages requirements laid out by the labor commission as they are non-immigrant visa holders.

The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by the company. For further discussion, see the Company’s Plan of Operation.

	25% of Offering Sold	50% of Offering Sold	75% of Offering Sold	100% of Offering Sold
Offering Proceeds

Shares Sold	1,250,000	2,500,000	3,750,000	5,000,000
Gross Proceeds	$1,250,000	$2,500,000	$3,750,000	$5,000,000
Total Before Expenses	$1,250,000	$2,500,000	$3,750,000	$5,000,000

Offering Expenses
Legal & Accounting	$24,500	$24,500	$24,500	$24,500
Publishing/EDGAR	$2,000	$2,000	$2,000	$2,000
Transfer Agent	$1,250	$1,750	$2,500	$3,500
Total Offering Expenses	$27,750	$28,250	$29,000	$30,000

Amount of Offering Proceeds Available for Investment	$1,222,250	$2,475,750	$3,721,000	$4,970,000

Expenditures
Operation Expenses (1)	$1,222,250	$2,475,750	$3,721,000	$4,970,000
Working Capital Reserves	$	$	$	$
Total Expenditures	$1,222,250	$2,475,750	$3,721,000	$4,970,000

Net Remaining Proceeds	$-	$-	$-	$-

(1) "Operation Expenses" are expenses related to our working capital expenses. These expenses include but are not limited to travel and communications expenses, non-refundable employee payments, accounting fees, marketing, salaries, infrastructure costs and miscellaneous expenses. The presentation in the table is based on the assumption that we will not borrow any money for our operation.

The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we may need to secure additional funding for the fully implement our business plan.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

6. DESCRIPTION OF BUSINESS

Our Company

Mobodexter , Inc. was incorporated under the laws of Delaware on November 22, 2013. Our principal executive offices are located at 10400 NE 4th Street, Bellevue, WA 98004.

Mobodexter , Inc. is a company dedicated to providing software for IoT companies to build and launch.

Nest and Sonos were the tip of the iceberg — connected devices or Internet of things has emerged as the next frontier of technology to make our lives better by seamlessly connecting humans to our environment. Our platform is ready - we’ve already partnered with Amazon for robust cloud storage and Intel, Qualcomm, Advantech and Microsoft to simplify IoT hardware. This industry is about to explode and Mobodexter will be the backend software that powers an entire connected hardware revolution.

-Intel Partnership: We have signed a partnership agreement with Intel to support our software on their gateway hardware platforms like DK300, DK100 and DK50. As per the partnership agreement Mobodexter is allowed to sell PAASMER software + Intel Hardware as a single bundle to Mobodexter's clients on a special pricing for the hardware. More details here: http://www.intel.com/content/www/us/en/partner/programs-overview.html & http://www.intel.sg/content/www/xa/en/technology-provider/overview.html

- Qualcomm: We have signed a partnership agreement with Qualcomm to support our software of their gateway hardware platforms based on snapdragon processors like Dragonboard. As per the partnership agreement Mobodexter is allowed to sell the PAASMER software + Qualcomm Hardware as a single bundle to Mobodexter's clients on a special pricing for the hardware. Qualcomm does not have a formal partner program like others and hence we are not able to provide a link.

- Amazon Web Services (AWS) : We have signed a partnership agreement with AWS whereby we are an active member of Amazon Partner Network (APN) program. As an APN partner, we are allowed to build and sell AWS IoT cloud based cloud services to our clients at special rates. More details available in this link: https://aws.amazon.com/partners/

- Microsoft : We have signed a partnership agreement with Microsoft whereby we are paid member of Azure Microsoft Partner Network (Azure MPN) program. As an MPN partner, we are allowed to build and sell Azure IoT based cloud services to our clients at special rates. More details available in this link: https://partner.microsoft.com/en-us/membership

-Gartner: Gartner is signed as our technology advisor. We get to discuss our technology/marketing

strategy and direction with dedicated Gartner analysts and get them validated. This discussion helps to fine tune our strategy and direction with respect to market and competition. We also have access to Gartner's research articles in technology space and also have an opportunity to get featured in their research.

obodexter makes it simple for Internet of Things companies to build and launch. We handle all the complicated backend software so teams can focus on beautiful products. Just as Amazon Web Services supports millions of websites, Mobodexter will be the out-of-the-box foundation that powers the entire IoT industry. Eventually every smart lightbulb, thermostat, Bluetooth and Wi-Fi device will rest on our Paasmer software. Mobodexter is the foundation of a connected future that’s only just begun.

Don't make the mistake of underestimating the Internet of Things and its radical effect on business. Companies like UPS, Boeing, GM and Starbucks (to name a few) are all embracing IoT. Yet the current strategy to build backend IoT software in house stifles innovation and costs companies huge profits in the long run. They need an end-to-end solution to make it simple to launch new products without the headache of complicated backend systems.

In the long term, PAASMER’s goal is to enable Artificial intelligence so that Things can act with their own intelligence in the best interest of the user. MoboDexter has arrived at the perfect time just when the IoT industry is about to hit exponential growth. This is an incredible value proposition and opportunity for their investors.

The revenue generation comes from three different streams:
1) Professional & Consultancy services to build the solution.
2) Licensing fees on the gateway OS
3) Subscription fees on the cloud.
We expect the services component to be higher in the initial phases and then taper down as we engage more partners to enable our clients.

Our Competitive Strengths

What we do is to offer a gateway based data intelligence that means the client does not have a need to go to a cloud based cloud analytics unless it is absolutely necessary. What we do is make the sensors and gateways intelligent with our software so that the client goes to cloud and analytics only if there is a need. That can benefit them through cost of maintaining the solution from a long term perspective. Most of these components are offered as freemium to our clients at the prototype stage and then they would start paying us for services, subscription and licenses once they go to production. This model is unique compared to our competitors who are offering only parts of the solution such as cloud freemium without the entire solution stack as freemium.

IoT Platform comprises of two solution components mainly Edge (Internal) and Cloud (External). Most of the IoT platform (about 90%) focuses on Cloud part of the platform only. Most times our prospects are tempted to use Cloud to build their IoT solution. However, in the longer run the platform costs would spiral as the data grows on the cloud. It is important that the most critical and complex Edge part is designed in a efficient way to keep the platform costs nominal on the long run. Therefore, PAASMER's focus is to enable the edge to be more powerful by providing all the key components including analytics the Edge. This means that PAASMER makes sensors and gateway more powerful by enabling them with the power of Fog computing.

There are more than 300 IoT platforms in the market today and the number is continuing to grow. Innovative Startups, hardware and networking equipment manufacturers, enterprise software and mobility management companies are all competing to become the best IoT platform on the market.

Various strategies are visible with companies:

Organic bottom-up approach: Starting with the connectivity part and building out platform features from the bottom-up (e.g., Ayla Networks, Solair, Paasmer)

Organic top-down approach: Starting with the analytics part and building out platform features from the top-down (e.g., IBM IoT Foundation, Azure IoT, AWS IoT, Oracle IoT, SalesForce IoT, Bosch Software, SAP HANA, Google Cloud)

Partnership approach: Striking alliances to offer the full package (e.g., GE Predix & PTC Thingworx)

M&A approach: Targeted acquisitions (e.g., Amazon – 2lemetry, Cisco – Jasper) or contenders performing strategic mergers (e.g., Nokia & Alcatel-Lucent)

MoboDexter’s PAASMER platform provides best in class high speed database in a Memory SQL database for enhanced performance and has innovative edge analytics with edge local storage and analytics for optimization and cost effectiveness. MoboDexter has built PAASMER with an advanced security system with built-in dynamic encryption management based on location, context and time.

The Company retains a competitive edge with its dynamic cloud management system that holds a built-in agent to connect to any of the Hyper scale providers such as AWS, Google and Azure; we also built unique

features such as a modular OS with a small footprint that is optimized for edge or Cloud and Configurable Modules.

Target Markets: Our target market includes SMB Enterprises that are planning to implement IoT projects. We so far have found clients within connected home, healthcare, M2M and retail industries.

Industry Overview: Data from our advisor, Gartner Inc, states that the IoT Platform market is expected to touch 900 Million USD in 2016 and is expected to double in 2017.

Competition

Our main competitors include the following:

Ayla Networks: PAASMER differs from Ayla because it is a platform that is much more flexible to integrate and is efficient in helping clients for a faster Time To Market. Ayla is more focused in enabling ODMs while PAASMER is focused on four major verticals such as Connected Home, HealthCare, M2M and Retail.

Machineshop: PAASMER differs from Machineshop as it provides a complete operating system bundled with all libraries for clients to easily integrate. Machineshop provides only the libraries required. Therefore, the time to take to integrate an IoT solution is lower in PAASMER.

Government Regulation

Our business is subject to many laws and governmental regulations. Changes in these laws and regulations, or their interpretation by agencies and courts, occur frequently.

Investment Company Act of 1940

We intend to conduct our operations so that we are not required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

Employees:

The Company has a mid-double digit employee head count between the fulltime and independent contractors to the total number of 16. We are planning to be at a low triple digit head count within the next year. The Company has the right type of talent onboard and the talent growth plan is aligned to our roadmap with a cross-Geo concentration.

Legal Proceedings

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

7. DESCRIPTION OF PROPERTY

Our principal office is located at 10400 NE 4th Street, Bellevue, WA 98004

We do not currently lease or own any other real property.

8. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The company was incorporated in Delaware on November 22, 2013. Our principal executive office is located at 10400 NE 4^th Street, Bellevue, WA 98004. Mobodexter , Inc. is a company dedicated to providing software for IoT companies to build and launch.

Nest and Sonos were the tip of the iceberg — connected devices or Internet of Things has emerged as the next frontier of technology to make our lives better by seamlessly connecting humans to our environment. Our platform is ready - we’ve already partnered with Amazon for robust cloud storage and Intel, Qualcomm, Advantech and Microsoft to simplify IoT hardware. This industry is about to explode and Mobodexter will be the backend software that powers an entire connected hardware revolution.

Mobodexter makes it simple for Internet of Things companies to build and launch. We handle all the complicated backend software so teams can focus on beautiful products. Just as Amazon Web Services supports millions of websites, Mobodexter will be the out-of-the-box foundation that powers the entire IoT industry. Eventually every smart lightbulb, thermostat, Bluetooth and Wi-Fi device will rest on our Paasmer software. Mobodexter is the foundation of a connected future that’s only just begun.

The MoboDexter team has developed the flexible and versatile software that ties it all together and makes it simple for companies to focus on real innovation and not just the costly foundational infrastructure.

In the long term, PAASMER’s goal is to enable Artificial intelligence so that Things can act with their own intelligence in the best interest of the user. MoboDexter has arrived at the perfect time just when the IoT industry is about to hit exponential growth. This is an incredible value proposition and opportunity for their investors.

Operating Results

Our Company is currently in the growth stage and has been generating revenue since 2014. Our operating expenses consist of the costs incurred in 2016.

Our revenue for 2015 has been only professional services engagement as we were getting our IoT platform ready to launch in 2016. In 2016, our business model for platform business started and it was based Freemium model for all initial client acquisitions. Hence we don't have any major revenue realization until our clients go for production implementation. As most of our clients are going to production in 2017, we will revenue recognition for the client acquisitions done in 2016. Also as we closed our Regulation C funding in the end of 2016, we started making investments in sales and marketing functions to drive aggressive revenue growth. We are seeing a significant traction towards our planned revenue growth for 2017 because of our increased investment in sales and marketing function and due to efforts put in client acquisition in 2016.

To meet our need for cash we are attempting to raise money from this offering, the maximum aggregate amount of this offering will be required to further implement our growth/expansion plan. We are planning

to use this funding for marketing, and grow our client base. This amount will help us to generate significant revenue with our new offerings in terms of features, new items to sell, and better and easier user interface designs. We are expecting a significant amount of growth in terms of revenue, users, and market share with this raise.

Liquidity and Capital Resources

As of December 31, 2016, the Company had $127,192.38 in cash and total liabilities of $33,535.23 As of December 31th, 2016, the Company has incurred total expenses for 2016 of $4,485.27, related to the operation. We are attempting to raise funds to proceed with our plan of operation. The Company hopes to raise $5,000,000in this Offering. If we are successful at raising the maximum amount of this offering, we believe that such funds will be sufficient to fund our expenses over the next twelve months, and achieve significant growth.

We are ramping up our revenue plan for 2017 aggressively and we plan to spend in a few area where our competition has been doing well. Also our business model is to realize revenue from our client only after a minimum of two quarters after signing a client. Hence our cost of client acquisition will get larger as the IoT domain is new and many of our clients are in exploratory phase.

Our current capital available could last for up to 6 months of 2017 and we have already started execution of our high revenue growth plans. Assuming we complete the capital raise through this offering by mid-2017 we would be able to fund operation with 25% funds per quarter for continuing our operations and aggressively move towards our competition revenue rates. That means, we could operate up to Q3 2017 with 25% offering; we could operate up to Q4 2017 with 50% offering; we could operate up to Q1 2018 with 75% offering and we could operate up to Q2 2018 with 100% offering.

Although we planning a major marketing and development approach, there is no guarantee that we will be successful. Our plan will depend highly on our funds, the availability of those funds, and the success of our implementation. Upon the qualification of the Form 1-A, the Company plans to pursue its marketing and growth plan. There can be no assurance of the Company's ability to do so or that additional capital will be available to the Company. If so, the Company's investment objective of rapid growth will be adversely affected and the Company may not be able to pursue its goals if it is unable to finance such acquisitions. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to grow and to implement its plan. There can be no assurance that additional capital will be available to the Company. If we are successful at raising capital by issuing more stock, or securities which are convertible into shares of the Company, your investment will be diluted as a result of such issuance.

We are dependent upon the success of this offering to achieve our planned growth, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with only two years in operation to date, we would likely have to pay additional costs associated with loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to scale back its rapid growth plan.

Off-Balance Sheet Arrangements

As of December 31, 2016, we did not have any off-balance sheet arrangements.

Plan of Operations
Over the next twelve months, the Company intends to focus on its growth strategy and growing its customer base.

9. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until her successor is elected and qualified, or until her earlier resignation or removal. Our directors and executive officers are as follows:

The table below lists our directors and executive officers, their ages, and the date of their first appointment to such positions. Each position is currently held with an indefinite term of office.

Name	Position	Age	Date of First
			Appointment
Chandramouli Srinivasan	CEO		November 22, 2013
Kavitha Gopalan	CMO		November 22, 2013

Chandramouli Srinivasan, Co-Founder & CEO:

Mouli has overall industry experience of 17+ years in product engineering in HP & Intel. Mouli is leading MOBODEXTER as CEO for the past 3+ years and one of his key accomplishment is that he generated revenue within 3 months of founding the company. He Co-Founded & Exited ViewFindAR. Before that, he held position in Intel as an Engineering Manager, and has built new teams from scratch and lead them to deliver on challenging business goals. He is viewed by the industry as a passionate leader with a very strong business acumen.

Kavitha Gopalan, Co-Founder & CMO:

Kavitha has overall industry experience of 16+ years in Product Designs, technical marketing and program management . Kavitha is leading MOBODEXTER as CMO for the past 2+ years and she has been instrumental in working with partners and clients. Before MoboDexter, she held position in Intel as a Program Manager, leading the ODM design initiatives for Intel with a partner list that including Samsung, Toshiba & LG. She is viewed by the industry as a strategic leader with a very strong thought leadership skills.

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Board Composition

Our Bylaws provide that the Board of Directors shall consist of no more than two (2) directors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company’s majority shareholders. Each officer shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet the independence requirements, according to the applicable rules and regulations of the SEC.

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for that purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

Family Relationships

The two directors Mr. Chandramouli Srinivasan, and Mrs. Kavitha Gopalan are husband & wife.

Involvement in Certain Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities,

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Significant Employees

None.

10. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about the annual compensation of each of our five highest-paid persons who were directors or executive officers during our last completed fiscal year.

		Cash	Other	Total
	Capacities in which	compensation	compensation	compensation
Name	compensation was received	($)	($)	($)
Chandramouli Srinivasan	CEO	-0-	-0-	-0-
Kavitha Gopalan	CMO	-0-	-0-	-0-

Compensation of Directors

We do not compensate our directors for attendance at meetings. We reimburse our officers and directors for reasonable expenses incurred during the course of their performance. We have no long-term incentive plans.

11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

Set forth below is information regarding the beneficial ownership of our common and preferred stock, our outstanding class of capital stock, as of December 31, 2016 by (i) each person whom we know owned, beneficially, more than 10% of the outstanding shares of our common stock, and (ii) all of the current officers and directors as a group. We believe that, except as noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares beneficially owned.

Except as otherwise provided in the charter or the bylaws or by applicable law, the holders of shares of Class A Common Stock and Class B Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Corporation. (ii) Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. (iii) Each holder of shares of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner.

				Amount and
			Amount and	nature of
			nature of	beneficial	Percent
Name and address of beneficial			beneficial	ownership	of class
owner (1)			ownership (2)	acquirable	(3)
Chandramouli Srinivasan Class “B”			9,738,406	0	48.7%.
Kavitha Gopalan Class “B”			9,738,406	0	48.7%
All directors and officers as a Class “B” group (2 persons)			19,476,812	0	97.4%
Other Shareholders Class “A” `Total shareholders` `Class “A” & “B”`			523,188 20,000,000	0 0	2.6% 100%
	(1)	The address of those listed is 10400 NE 4^th Street, Bellevue, WA 98004
	(2) (3)	Unless otherwise indicated, all shares are owned directly by the beneficial owner. The officers shareholders own the total of 19,476,812 Class “B” shares 50% each, and the other shareholders own 523,188 of the Class “A” shares.

12. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Since inceptions, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

13. SECURITIES BEING OFFERED

Our authorized capital stock consists of seventy five million (75,000,000) shares of Common Stock, par value $0.0001 per share. As of December 31, 2016, we had 20,000,000 shares common stock outstanding.

Capital Stock

We are offering 5,000,000shares of our capital stock in this Offering.

Our authorized capital stock consists of 75,000,000 shares of common stock, $0.0001 par value per share. As of December 31, 2017 we had 20,000,000 shares of common stock outstanding and zero shares of preferred stock outstanding. Outstanding shares are distributed in this order: Chandramouli Srinivasan owns 9,738,406 Class “B” shares, Kavitha Gopalan owns 9,738,406 Class “B” shares. Other shareholders own the total 523,188 Class “A” common shares. The following is a summary of the rights of our capital stock as provided in our certificate of incorporation, as amended, and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Common Stock

As of the date of this registration statement, there were 20,000,000 shares of common stock issued and outstanding held by three hundred and forty (340) shareholders. Additionally, the company will issue additional 5,000,000 Class “A” shares to complete the offering.

Voting Rights. (a) Voting Rights. (i) Except as otherwise provided in the charter or the bylaws or by applicable law, the holders of shares of Class A Common Stock and Class B Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Corporation. (ii) Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. (iii) Each holder of shares of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock that may be created in the future.

Other Rights. Holders of common stock have no preemptive, conversion or subscription rights and there are

no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the future.

Share Eligible for Future Sale

Prior to this offering, there was no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for

sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

We have outstanding an aggregate of 20,000,000 shares of our common stock. None of these shares will be freely tradable without restriction or further registration under the Securities Act, unless those shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act. Additional to the founder’s shares, we will issue 5,000,000 shares at maturity to satisfy the offering, and per the “1A” qualification the 5,000,000shares shall be free tradable.

The 20,000,000 shares of common stock outstanding after this offering will be restricted as a result of securities laws. Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act.

Rule 144

A person who has beneficially owned restricted shares of common stock for at least six months would be entitled to sell their shares provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

1% of the number of shares then outstanding, which will equal 90,850 shares of common stock immediately after this offering (or 104,290 shares of common stock if the over-allotment option is exercised in full); and

the average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met: the issuer of the securities that was formerly a shell company has ceased to be a shell company;

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

14. FINANCIAL STATEMENTS

MOBODEXTER , INC.

(A DEVELOPMENTAL STAGE COMPANY)

FINANCIAL STATEMENTS

For the periods ended December 31, 2015, December 31, 2016 & June 30, 2017

CONTENTS: Audited Financial Reports for 2015 & 2016

Balance Sheet as of June 30, 2017

Statement of Operations for the period from January 1, 2017 to June 30, 2017

Statements of Stockholder's Deficit for the period from January 1, 2017 to June 30, 2017

Statements of Cash Flows for the period from January 1, 2017 to June 30, 2017

Mobodexter Inc.

(a Delaware corporation)

Audited Financial Statements

Years ending December 31, 2016 and 2015

Prepared by:

IndigoSpire CPA Group, LLC

Aurora, CO

Financial Statements

Mobodexter Inc.

Table of Contents

Independent Auditor’s Report		FS-3
Financial Statements and Supplementary Notes
	Balance Sheet as of December 31, 2016 and 2015	FS-5
	Income Statement for the calendar years ending 2016 and 2015	FS-6
	Statement of Changes in Shareholders’ Equity for the calendar years ending 2016 and 2015	FS-7
	Statement of Cash Flows for the calendar years ending 2016 and 2015	FS-8
	Notes and Additional Disclosures to the Financial Statements as of December 31, 2016 and 2015	FS-9

INDEPENDENT AUDITOR’S REPORT

September 26, 2017

To: Board of Directors, Mobodexter Inc.

Attn: Chandramouli Srinivasan, Founder & CEO

Re: 2016 and 2015 Financial Statement Audit

We have audited the accompanying financial statements of Mobodexter Inc., a Delaware corporation (the “Company”), which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of income, retained earnings, and cash flows for the calendar years so ending, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of the Company’s financial statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2016, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in the Notes to the Financial Statements, the Company is a business that has recently commenced its planned operations but has incurred costs while seeking to raise capital under Title IV of the JOBS Act. Considering these factors, there exists substantial doubt as to whether the Company can continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty and we provide no opinion at this time about whether the Company will be successful in its plans to continue as a going concern.

Sincerely,

IndigoSpire CPA Group

IndigoSpire CPA Group, LLC

Aurora, Colorado

Mobodexter Inc.

Balance Sheet

As of December 31, 2016 and 2015

See Accountant's’ Audit Report and Notes to the Financial Statements

ASSETS
		2016	2015
ASSETS
Current Assets
	Cash & Cash Equivalents	127,192	24,475
	Accounts Receivables	0	4,152
	Other Current Assets	0	19,755
	Total Current Assets	127,192	48,382

Non-current Assets
	None	0	0

TOTAL ASSETS		127,192	48,382


LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current Liabilities
	Accrued Expenses	13,347	53,199
	Total Current Liabilities	13,347	53,199

Non-current Liabilities
	Related Party Loan	20,188	122,545
TOTAL LIABILITIES		33,535	175,744


SHAREHOLDERS’ EQUITY
	Common Stock (December 31, 2016: 75,000,000 of $0.0001 par value common shares authorized, 523,188 Class A shares issued, 19,476,812 Class B shares issued; December 31, 2015: 1,000 of $0.01 par value common shares authorized, 200 shares issued)	2,000	2
	Additional Paid-In Capital	402,417	22,489
	Retained Earnings, net of Distributions	(310,760)	(149,853)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		127,192	48,382

The accompanying Notes are an important and integral part of the financial statements

Mobodexter Inc.

Income Statement

For the calendar years ending December 31, 2016 and 2015

See Accountant's’ Audit Report and Notes to the Financial Statements

	2016	2015
Revenues, net of Allowances and Returns	124,657	205,606
Less: Cost of Revenues	0	0

Total Gross Profit	0	0

Selling, General and Administrative	4,485	274,566
Research and Development	281,079	8,921

Total Income from Operations	(160,907)	(77,881)

Other Income and (Expense)	0	1,885

Total Income before Taxes	(160,907)	(75,996)

Provision/(Benefit) for Income Taxes	0	0

NET INCOME	(160,907)	(75,996)

The accompanying Notes are an important and integral part of the financial statements

Mobodexter Inc.

Statement of Changes in Shareholders’ Equity

For the calendar years ending December 31, 2016 and 2015

See Accountant's’ Audit Report and Notes to the Financial Statements

	Common Stock		Additional Paid-in Capital	Accumulated Earnings/ (Deficit)	Total
	# of Shares	$ Amount	Additional Paid-in Capital	Accumulated Earnings/ (Deficit)	Total
Balance at January 1, 2015	200	$2	$22,489	$(73,857)	$(51,366)
2015 Net Income				(75,996)	(75,996)
Balance at December 31, 2015	200	2	22,489	(149,853)	(127,362)
Issuance of Class A and B shares to founders and investors	19,999,800	1,998	379,928		381,926
2016 Net Income				(160,907)	(160,907)
Balance at December 31, 2016	20,000,000	2,000	402,417	(310,760)	93,657

The accompanying Notes are an important and integral part of the financial statements

Mobodexter Inc.

Statement of Cash Flows

For the calendar years ending December 31, 2016 and 2015

See Accountant's’ Audit Report and Notes to the Financial Statements

		2016	2015
CASH FLOWS FROM OPERATIONS
	Net Income/(Loss)	(160,907)	(75,996)
	(Increase)/Decrease in Accounts Receivable	4,152	(4,152)
	(Increase)/Decrease in Other Current Assets	19,755	(19,755)
	Increase/(Decrease) in Accrued Expenses	(39,852)	53,199

TOTAL CASH FLOWS FROM OPERATIONS		(176,852)	(46,704)


CASH FLOWS FROM INVESTING ACTIVITIES
	None	0	0

TOTAL CASH FLOWS FROM INVESTING ACTIVITIES		0	0


CASH FLOWS FROM SHAREHOLDERS’ FINANCING ACTIVITIES
	Related Party Loan	(102,357)	50,938
	Issuance of Common Shares	381,926	0

CASH FLOWS FROM SHAREHOLDERS’ FINANCING ACTIVITIES		279,569	50,938

*NET CHANGE IN CASH POSITION*		102,717	4,234

Cash, beginning of year		24,475	20,241
Cash, end of year		127,192	24,475

Interest Paid		0	0
Taxes Paid		0	0

Significant Non-Cash Share Issuances to Founders (number of shares)		19,476,612	200

The accompanying Notes are an important and integral part of the financial statements

Mobodexter Inc.

Notes and Additional Disclosures to the Financial Statements

For the calendar years ending December 31, 2016 and 2015

See Accountant's’ Audit Report and Notes to the Financial Statements

Note 1 – Summary of Significant Accounting Policies and Corporate Structure

(a) Summary – Mobodexter Inc., a corporation formed under the laws of Delaware (the “Company”), is an early-stage company established by the executive officer and principal shareholder, Chandramouli Srinivasan, to develop and commercialize a platform-as-a-service solution through which customers can access and interact with internet connected devices.

The Company was formed on November 22, 2013.

The Company has begun operations but is seeking to raise additional capital through the issuance of equity. The Company is seeking an exemption from securities registration under Title IV of the JOBS Act. If approved, the Company my issue securities up to $50 million in value.

(b) Methods of Accounting and Basis for Presentation – The Company prepares the financial statements in accordance with US generally accepted accounting principles which includes usage of the accrual method of accounting to match expenses with the period in which they are associated with revenue.

The accounting and reporting policies of the Company also conform to Article 8 of Regulation S-X of the regulations promulgated by the U.S. Securities and Exchange Commission.

The Company has elected to adopt early application of the Accounting Standards Update No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.” The Company does not present or disclose certain items otherwise required under Topic 915.

(c) Estimates – The Company prepares the financial statements in accordance with US generally accepted accounting principles which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs as of the date of the financial statements. Actual results are reconciled with these estimates as they occur but they may differ from initial reporting.

(d) Comparative Financial Statements – Under US generally accepted accounting principles and applicable presentation standards, financial statements are presented in a comparative fashion with prior periods. Years presented herein comply with the disclosure requirements under Title IV of the JOBS Act.

(e) Revenue Recognition – The Company recognizes revenue and costs in accordance with US generally accepted accounting principles.

In May 2014, the Financial Accounting Statements Board (“FASB”) issued Accounting Standards Update No. 2014-09 which significantly updates the standards for revenue recognition for all entities, public, private and not-for- profit, that have contracts with customers to provide goods or services. For private entities, such as the Company, the effective date for implementation of

these new standards is for annual periods beginning after December 15, 2018. No pro-forma or early adoption of these new revenue recognition standards has been implemented by the Company.

(f) Cash and Cash Equivalents – As of the reporting period, the Company’s cash deposits are held in an FDIC-insured financial institution. The Company has $127,192 and $24,475 at the years ending of 2016 and 2015, respectively.

(g) Accounts or Investments Receivable – As of the reporting period, the Company maintains very small amounts of accounts receivable.

(h) Fair Value of Financial Instruments - The Company discloses fair value information about financial instruments based upon certain market assumptions and pertinent information available to management. As of the balance sheet date, there were no financial instruments outstanding.

(i) Deferred Offering Costs - The Company complies with the requirements of ASC 340-10. The Deferred Offering Costs of the Company consist solely of legal fees incurred in connection with the capital raising efforts of the Company. Under ASC 340-10, costs incurred are capitalized until the offering whereupon the offering costs are charged to shareholders’ equity or expensed. While the Company had not incurred any Deferred Offering Costs as of the period presented, the Company has subsequently incurred approximately $30,000 in legal and other costs associated with raising capital under the JOBS Act.

(j) Income Taxes – The Company accounts for the income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attribute to the temporary book-to-tax differences and carryforwards generated. Measurement of the deferred items of income tax is based on enacted tax laws and rates and compared to the realizable value of any deferred tax assets. At December 31, 2016 and 2015, the Company had a combined federal net operating loss (“NOL”) carryforward of over $100,000. Due to the uncertainty of the Company’s ability to generate taxable income in the future, the Company has recorded a full valuation allowance against the deferred tax asset created by the NOL carryforward. The NOL carryforward will expire 20 years from the taxable year incurred.

At this time, no activity of the Company requires a provision for state income tax.

(k) Software Development Costs – The Company’s software development efforts are focused on externally marketed software-as-a-service offerings. In accordance with ASC 985-20-25, the costs of developing this software is expensed until both technologically feasibility has been established and all other research and development activities and other components of the product or process have been completed. As of December 31, 2016 and 2015, the Company has expensed $281,079 and $8,921, respectively.

Note 2 – Line of Credit and Other Liabilities

The Company does not have any material borrowings other than a loan from its management team (“Related Party Loan”). The Related Party Loan does not have a fixed maturity date nor stated interest rate but will be repaid at the Company’s discretion.

Note 3 – Shareholders’ Equity

The Company has two classes of stock. The founders, Mr. Srinivasan and Kavitha Gopalan, of the Company have been issued 19,476,812 of the 20,000,000 shares outstanding as of December 31, 2016. The remaining shares, 523,188, have been issued to unrelated parties for $267, 391 and are designated as Class A shares. The Company is authorized to issue up to 75,000,000 shares.

Note 4 – Going Concern

The Company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from outside investors sufficient to execute upon the Company’s planned activities. No assurance can be given that the Company will be able to successfully raise capital or continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 5 – Corrections to Previous Financial Statements

In accordance with ASC 250-10-50, the Company’s financial statements presented herein represent a collection of miscellaneous corrections to the unaudited financial statements provided in Form 1-A/A filed on March 29, 2017. The results of the Company’s independent auditor procedures has led us to make several corrections to amounts previously disclosed as unaudited financial statements. Materially, the classification of Software as a capitalized asset has been determined to be incorrect. In accordance with the provisions in ASC 985, the costs associated with the Software development should have been expensed. The balance sheet line of Software has been corrected to record $0 and $0 in 2016 and 2015, respectively, while the income statement line item of Research and Development has been updated to show $281,079 and $8,921 of additional expense, respectively. Accordingly, retained deficit and per share loss amounts have been updated.

Note 6 – Subsequent Events

The Company has evaluated subsequent events for recognition and disclosure through September 26, 2017 including adoption or implementation of any required accounting standard updates. No material events have require disclosure at this time.

Mobodexter Inc.

Balance Sheet (interim)

As of June 30, 2017

(unaudited)

		June 30, 2017
ASSETS
Current Assets
	Cash & Cash Equivalents	183,898
	Accounts Receivables	0
	Other Current Assets	2,760
	Total Current Assets	186,658

Non-current Assets
	None	0

TOTAL ASSETS		186,658


LIABILITIES
Current Liabilities
	Accrued Expenses	16,919
	Total Current Liabilities	16,919

Non-current Liabilities
	Related Party Loan	20,188
TOTAL LIABILITIES		37,107


SHAREHOLDERS’ EQUITY
	Common Stock (December 31, 2016: 75,000,000 of $0.0001 par value common shares authorized, 523,188 Class A shares issued, 19,476,812 Class B shares issued; December 31, 2015: 1,000 of $0.01 par value common shares authorized, 200 shares issued)	2,000
	Additional Paid-In Capital	471,676
	Retained Earnings, net of Distributions	(310,760)
	Interim Period Net Income	(13,365)

TOTAL SHAREHOLDERS’ EQUITY		149,551

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		186,658

Mobodexter Inc.

Income Statement (interim)

For the period January 1, 2017 through June 30, 2017

(unaudited)

			Period ending June 30, 2017
Revenues, net of Allowances and Returns			180,000
Less: Cost of Revenues			51,019

Total Gross Profit			128,981

Selling, General and Administrative			142,346
Research and Development			0

Total Income from Operations			(13,365)

Other Income and (Expense)			0

Total Income before Taxes			(13,365)

Provision/(Benefit) for Income Taxes			0

NET INCOME			(13,365)

Mobodexter Inc.

Statement of Changes in Shareholders’ Equity (interim)

For the period January 1, 2017 through June 30, 2017

(unaudited)

	Common Stock		Additional Paid-in Capital	Accumulated Earnings/ (Deficit)	Total
	# of Shares	$ Amount	Additional Paid-in Capital	Accumulated Earnings/ (Deficit)	Total
Balance at January 1, 2017	20,000,000	$2,000	$402,417	$(310,760)	$93,657
Founder contributions			69,259		69,259
Interim period net income				(13,365)	(13,365)
Balance at June 30, 2017	20,000,000	2,000	471,676	(324,125)	149,551

Mobodexter Inc.

Statement of Cash Flows (interim)

For the period January 1, 2017 through June 30, 2017

(unaudited)

		Period ending June 30, 2017
CASH FLOWS FROM OPERATIONS
	Net Income/(Loss)	(13,365)
	(Increase)/Decrease in Other Current Assets	(2,760)
	Increase/(Decrease) in Accrued Expenses	3,572

TOTAL CASH FLOWS FROM OPERATIONS		(12,553)


CASH FLOWS FROM INVESTING ACTIVITIES
	None	0

TOTAL CASH FLOWS FROM INVESTING ACTIVITIES		0


CASH FLOWS FROM SHAREHOLDERS’ FINANCING ACTIVITIES
	Founder capital contributions	69,259

CASH FLOWS FROM SHAREHOLDERS’ FINANCING ACTIVITIES		69,259

*NET CHANGE IN CASH POSITION*		56,706

Cash, beginning of period		127,192
Cash, end of period		183,898

Interest Paid		0
Taxes Paid		0

Significant Non-Cash Share Issuances to Founders (number of shares)		0

15. INDEX TO EXHIBITS

Exhibit 2.1 Certificate of Incorporation Mobodexter Inc.*

Exhibit 2.2 Bylaws of Mobodexter Inc.*

Exhibit 2.3 Board of meeting minutes*
Exhibit 3 Form of Amended Subscription Agreement
Exhibit 4 Opinion re legality*

Exhibit 4 Consent of Auditor

Previously provided

16. SIGNATURES

MOBODEXTER , INC.

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue and King County of the State of Washington, on November 3rd, 2017.

	Mobodexter , Inc.

	By:	_______________________
	Name:	/s/ Chandramouli Srinivasan Chandramouli Srinivasan
	Title:	Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Signature	Title	Date

/s/ Chandramouli Srinivasan		November 3rd, 2017
Chandramouli Srinivasan	Chief Executive Officer
/s/ Kavitha Gopalan		November 3rd, 2017
Kavitha Gopalan	Chief Information Officer

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING CIRCULAR HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION CIRCULAR UNDER THE ACT.THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4 HEREOF. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) 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 THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION

CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE.THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT

DATE.

TO:	MOBODEXTER , INC.
	616 Corporate Way, Suite 2-6564,
	Valley Cottage, NY 10989

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of MOBODEXTER , INC., a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per Class A share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities.

(b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.

(c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until December 28, 2018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum shares (the “Termination Date”). There is no minimum in this offering, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to “MOBODEXTER , INC.” or by wire or ACH transfer to an account designated by the Company.

(b) Escrow arrangements. Payment for the Securities shall be received by MOBODEXTER , INC.’s Special Account (the “Investors Account”) from the undersigned by transfer of immediately available funds or other means approved by the Company at least two days prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto. Upon such Closing, the Company shall release such funds to the Company’s general account. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by a Transfer (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b)Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c)Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been

duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The outstanding units and securities of the Company immediately prior to the initial investment in the Securities is as set forth in Section 4 of the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds” in the Offering Circular.

(g)Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

(a)Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, the Operating Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription

Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b)Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c)Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d)Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or

(ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject.

Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(g) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(h)Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(i)No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. The undersigned will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, (iv) the investment funds does not violate any Anti-Money Laundering rules and regulations; and (v) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all

loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN NEW JERSEYAND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 8 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

7.Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b)

mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

MOBODEXTER , INC.
616 Corporate Way, Suite 2-6564,
Valley Cottage, NY 10989

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

MOBODEXTER , INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase shares of Common Stock of MOBODEXTER , INC., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of shares of Common Stock the undersigned hereby irrevocably subscribes for is:

			(print number of
			Securities)


(b) The aggregate purchase price (based on a purchase price of $1 per Security) for the Securities the undersigned hereby irrevocably subscribes for is:			$_____________ (print aggregate purchase price)
(c) EITHER (i) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto; Or N/A if international investor:			_____________ (print applicable Number from Appendix A)

OR (ii) The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned’s net worth or annual income.
Input annual income; or Or N/A if international investor:

(d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________

(print name of owner or joint owners)

			If the Securities are to be purchased in joint names, both Subscribers must sign:
Signature

			Signature


			Name (Please Print)
Email address

			Email address
Address

			Address

_________________________________
Telephone Number

			Telephone Number
Social Security Number/EIN; input N/A if international investor

			Social Security Number
Date

			Date

* * * * *

This Subscription is accepted	MOBODEXTER , INC.

on _____________
	By:

		Name:

		Title:

APPENDIX A

An accredited investor includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 19, 2017;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.