UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-SA

[X] SEMIANNUAL REPORT PURSUANT TO REGULATION A

[ ] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

For the fiscal semiannual period ended:

June 30, 2021

Emaginos Inc.

(Exact name of issuer as specified in its charter)

Commonwealth of Virginia, USA

(State or other jurisdiction of incorporation or organization)

36-4703558

(I.R.S. Employer Identification Number)

13428 Maxella Avenue, #144

Marina Del Rey, CA 90292

(Full mailing address of principal executive offices)

(571) 921-4200

(Issuer’s telephone number, including area code)

Item 1. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Semiannual Report on Form 1-SA (this “Semiannual Report”) contains forward-looking statements that are based upon current expectations which involve risks and uncertainties associated with the Company’s business and the economic environment in which the business operates. Such forward-looking statements include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future acquisitions and the industry and business environment in which we operate. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, which are often, but not always, identified by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “approximate,” “estimate,” “believe,” “intend,” “plan,” “budget,” “could,” “forecast,” “might,” “predict,” “shall” or “project,” or the negative of these words or other variations on these words or comparable terminology. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results or performance may differ materially from those contemplated by the forward-looking statements as a result of various factors, including, without limitation, changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions. Readers are cautioned that the above factors are not exhaustive.

We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of our future performance. All forward-looking statements speak only as of the date of this Semiannual Report. We undertake no obligation to update any forward-looking statements or other information contained herein. All the forward-looking information contained in this Semiannual Report is expressly qualified by this cautionary statement.

The financial statements included herein should be read in conjunction with the audited financial statements and related notes for the fiscal year ended December 31, 2020, contained in the Company’s Annual Report on Form 1-K, as filed with the Securities and Exchange Commission on April 30, 2021.

In this Semiannual Report, unless otherwise indicated by the context, “we,” “us,” “our,” “our company” and the “Company” refer to Emaginos Inc. Unless otherwise indicated, the terms “dollar” or “$” in this Semiannual Report refer to US dollars, the lawful currency of the United States.

Overview

Emaginos Inc. was incorporated under the laws of the Commonwealth of Virginia on January 24, 2008.

The principal business of the Company is education. Emaginos is an education company that intends to provide online curriculum and education tools to teachers in an unprecedented time – in the wake of the COVID-19 pandemic. The Company’s management team is currently in the process of developing its K-12 curriculum. The Company’s goal is to provide students with a better and more modern approach to education, preparing them for the work force and an increasingly digital workplace. Our management team believes that the future of education requires: 1) quick adaptation to the current learning environment where parents are struggling to teach their school-aged children on their own, and 2) innovating the curriculum to be able to accommodate for the inability to have in-person classroom sessions.

As many commentators have noted, the education offered by most public schools does not meet students’ expectations and tends to be technologically lacking – a huge infrastructure issue that was only realized once schools were shut down and students were at home trying to understand their coursework on their own. In fact, we have found that most public schools are failing at preparing students for the job market and the technologically savvy society where they will be employed. With this in mind, we developed our business model in a way that is designed to transform the education paradigm while simultaneously generating revenue for the company. We intend to implement a one-stop shop for education resources for both students and teachers alike, using our proprietarily protected names for our web-based platform.

Results of Operations for the Six Months Ended June 30, 2021, and June 30, 2020

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this Report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed elsewhere in this Report.

Revenues

The Company did not generate any revenues in the six months ended June 30, 2021, and 2020 and has not generated any revenues since inception.

Operating Expenses

Operating expenses for the six months ended June 30, 2021, were $210,497, an increase of $47,189 compared to June 30, 2020 ($163,308). For the six months ended June 30, 2021, the increase in operating expenses was mainly due to an increase in general and administrative expenses from $7,932 (2020) to $58,445, offset by a small decrease in professional fees from $30,376 (2020) to $27,052. The increase in general and administrative expenses is directly related to the costs of the offering the Company is currently undertaking as the Company engaged services related to fund raising and marketing. Professional fees decreased minimally as the Company continued to expend funds related to its funding under its current registration statement.

	For the six months ended June 30, 2021 $		For the six months ended June 30, 2020 $
Consulting Fees		125,000		125,000
Professional Fees		27,052		30,376
General and Administrative Expenses		58,445		7,932
Total		210,497		163,308

Operating Loss. We realized an operating loss of $210,497 for the six months ended June 30, 2021, compared to $163,308 for the six months ended June 30, 2020.

Net Loss. We incurred a net loss of $210,497, for the six months ended June 30, 2021, compared to a net loss of $163,308 for the six months ended June 30, 2020. The primary reason for the increase in net loss is due to an increase in general and administrative fees including marketing and other costs paid to consultants and professionals relative to our current offering under Regulation A.

We will continue to invest in further expanding our operations and a comprehensive marketing campaign with the goal of accelerating the education of potential clients and promoting our name and our products. Given the fact that most of the operating expenses are fixed or have quasi-fixed character management expects them to significantly decrease as a percentage of revenues should revenues commence.

COVID-19

Liquidity and Capital Resources

The Company has been in the start-up phase and has not generated any revenues from its operations, and there is no assurance of future revenues. The Company does not currently have sufficient funds to carry on its business operations.

We incurred a net loss for the six months ended June 30, 2021, and had an accumulated deficit of $1,632,750 at June 30, 2021 ($1,422,253 – December 31, 2020). At June 30, 2021, we had a cash balance of approximately $9,526, compared to a cash balance at December 31, 2020 of $156. At June 30, 2021, 2020, we had a working capital deficit of $1,310,288, compared to a working capital deficit of $1,100,191 at December 31, 2020. Our existing and available capital resources are not expected to be sufficient to satisfy our funding requirements in the absence of share issuances or other sources of financing.

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. Since our inception, we have raised capital through private sales of preferred stock, common stock, and debt securities.

We will be required to raise additional funds through public or private financing, collaborative relationships or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support our operations.

Based on the above factors, substantial doubt exists about our ability to continue as a going concern for a minimum period of one year from the issuance of these financial statements.

The issuance of additional securities may result in a significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming these loans would be available, will increase our liabilities and future cash commitments. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms.

The effect of existing or probable government regulations on our business is not known at this time. Due to the nature of our business, it is anticipated that there may be increasing government regulation that may cause us to have to take serious corrective actions or make changes to the business plan.

Cash Flows For the Six Months Ended June 30, 2021 and 2020

The following table summarizes our cash flows for the periods indicated below:

	For the six months ended June 30, 2021 $			For the six months ended June 30, 2020 $
Cash provided by (used in) operating activities		(54,453	)		(16,490	)
Cash used in investing activities		-			-
Cash provided by financing activities		63,823			16,555

Cash Used in Operating Activities

During the six months ended June 30, 2021 cash used in operating activities of $54,453 primarily reflected our net losses for the period offset by an increase to prepaid expenses of $5,000 and an increase to subscription receivables of $191, as well as increases to accounts payable and accrued liabilities of $36,235 and accounts payable – related parties of $125,000.

During the six months ended June 30, 2020, cash used in operating activities of $40,822 primarily reflected our net losses for the period, offset by an increase in accounts payable and accrued liabilities of $16,080 and accounts payable – related parties of $130,738.

Cash Used in Investing Activities

During the six months ended June 30, 2021, and 2020 the Company did not expense any funds for investing activities.

Cash Provided by Financing Activities

During the six months ended June 30, 2021, and 2020, cash provided by financing activities was $63,823 and $16,555, respectively. Results for the six months ended June 30, 2020, includes proceeds from related party advances of $16,555. Results for the six months ended June 30, 2021, includes proceeds from related party advances of $59,323 and proceeds from subscriptions under the Company’s Reg A offering of $4,500.

Going Concern

The Company has experienced net losses to date, and it has not yet generated revenue from operations. We have completed a Registration Statement to raise $3,000,000 under a Tier 2 Regulation A offering with the Securities and Exchange Commission and expect proceeds from the offering to allow us to continue to implement our current business plan, including the sale of subscription based software for K though 12. We are further relying on our shareholders, officers and directors to fund shortfalls in our operations. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, however, it has not yet done so, which raises substantial doubt about its ability to continue as a going concern. The Company will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms.

COVID-19

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The pandemic has not, to date, had any material adverse effects on the Company’s ability to execute its business plans and strategy. As the pandemic continues to develop, it is not possible for the Company to predict the duration or magnitude of the adverse results of the development of the pandemic and its future effects on the Company’s business or results of operations. As a result, many of the estimates and assumptions used in preparation of these interim financial statements require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve with respect to the pandemic, the Company’s estimates may materially change in future periods.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

These circumstances raise substantial doubt on our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Capital Expenditures

The Company does not currently have any obligations for capital expenditures.

Contractual Obligations, Commitments and Contingencies

The Company has entered into the following agreements:

The Company engaged Dalmore Group LLC, a New York limited liability company and FINRA/SIPC registered broker-dealer (“Dalmore”), to provide broker-dealer services in connection with its offering under Regulation A. The agreement has a term of one year from the effective date of January 20, 2021, and renews automatically unless any party provides notice of non-renewal at least 60 days prior to the renewal date. Under the terms of the agreement the Company is required to pay a fee equal to 100 basis points on the aggregate amount raised by the Company under its current offering. The Company paid $5,000 as prepaid out of pocket costs, and a fee of $850 for the FINRA submission by Dalmore. Further, the Company paid a $20,000 one-time consulting fee.

On January 5, 2021, the Company engaged the services of Novation Solutions Inc. (O/A DealMaker) to manage its offering and subscriptions upon qualification by the SEC of the registration statement. Under the terms of the agreement the Company was required to pay a $5,000 signing fee, as well as a $5,000 launch fee and fees of $1,000 per month to maintain the online platform provided by DealMaker. There are also further service fees and fund release fees related to processing of the subscriptions. The contract renews from month to month for the shorter period of the term of the offering period or one year.

On March 30, 2021, the Company signed a marketing awareness and communications agreement with InvestorBrandNetwork (IBN) at a cost of $25,000 per quarter, with each successive quarter of service requiring approval prior to commencement of work.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.

Trend Information

Because we are still in the startup phase and have only a limited operating history, we are unable to identify any significant recent trends in revenues or expenses, and we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause reported financial information to not be indicative of future operating results or financial condition. Furthermore, there can be no assurances the Company will receive the required state and local licensing as it expands its operations.

Item 2. Other Information

None.

Item 3. Financial Statements

EMAGINOS INC.

Index to Unaudited Condensed Financial Statements

	Page Number
Condensed Balance Sheets (Unaudited) as of June 30, 2021, and December 31, 2020	F-2
Condensed Statements of Operations for the Six Months Ended June 30, 2021 and 2020 (Unaudited)	F-3
Condensed Statements of Changes in Stockholders’ Deficit For the Six Months ended June 30, 2021 and 2020 (Unaudited)	F-4
Condensed Statements of Cash Flows for the Six Months ended June 30, 2021 and 2020 (Unaudited)	F-5
Notes to the Unaudited Condensed Financial Statements	F-6

F-1

EMAGINOS INC.

CONDENSED BALANCE SHEETS

(Unaudited)

	June 30, 2021			December 31, 2020

ASSETS
Current assets
Cash and cash equivalents	$	9,526		$	156
Prepaid expenses		5,000			-
Subscription receivable		191			-
Total current assets		14,717			156

Other assets
Patents and trademarks		200			200

TOTAL ASSETS	$	14,917		$	356

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	55,348		$	19,113
Liability for unissued shares		4,500			-
Advances and accounts payable, related parties		1,265,557			1,081,234
Total current liabilities		1,325,405			1,100,347

Total liabilities		1,325,405			1,100,347

Stockholders' deficit
Series A Preferred stock, $1.00 par value, 1 share authorized, 1 share issued and outstanding as at June 30, 2021 and December 31, 2020		1			1
Common stock, $0.0001 par value: shares authorized 250,000,000; 101,541,500 shares issued and outstanding		10,154			10,154
Additional paid-in capital		312,107			312,107
Accumulated deficit		(1,632,750	)		(1,422,253	)
Total stockholders’ deficit		(1,310,488	)		(1,099,991	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	14,917		$	356

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-2

EMAGINOS INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Six Months Ended
	June 30,
	2021			2020

Net sales	$	-		$	-

Operating expenses:
Consulting fees		125,000			125,000
Professional fees		27,052			30,376
General and administrative expenses		58,445			7,932
Total operating expenses		210,497			163,308

Net (loss)	$	(210,497	)	$	(163,308	)

Net (loss) per common shares (basic and diluted)	$	(0.00	)	$	(0.00	)


Weighted average shares outstanding (basic and diluted)		101,541,500			101,541,500

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-3

EMAGINOS INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Six Months ended June 30, 2021 and 2020

(Unaudited)

	Preferred Stock Series A			Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount	Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2019	-	$	-		101,541,500	$	10,154	$	312,107	$	(1,110,675	)	$	(788,414	)
Net loss	-		-		-		-		-		(163,308	)		(163,308	)
Balance, June 30, 2020	-		-		101,541,500	$	10,154	$	312,107	$	(1,273,987	)	$	(951,722	)






	Preferred Stock Series A			Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount	Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2020	1	$	1		101,541,500	$	10,154	$	312,107	$	(1,422,253	)	$	(1,099,991	)
Net loss	-		-		-		-		-		(210,497	)		(210,497	)
Balance, June 30, 2021	1		1		101,541,500	$	10,154	$	312,107	$	(1,632,750	)	$	(1,310,488	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-4

EMAGINOS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months ended June 30
	2021		2020
Cash Flows From Operating Activities
Net loss	$	(210,497	$	(163,308	)
Changes in operating assets and liabilities:
Subscription receivable		(191
Prepaid expenses		(5,000		-
Accounts payable and accrued liabilities		36,235		16,080
Advances and accounts payable, related parties		125,000		130,738
Net cash used by operating activities		(54,453		(16,490	)

Cash Flows From Investing Activities
Net cash provided from (used by) investing activities		-		-

Cash Flows From Financing Activities
Sale of common stock		4,500		-
Advances payable, related parties		59,323		16,555
Net cash provided from financing activities		63,823		16,555

Increase (decrease) in cash and cash equivalents		9,370		(65	)

Cash at beginning of period		156		165
Cash at end of period	$	9,526	$	230

SUPPLEMENTAL DISCLOSURES
Interest paid	$	-	$	-
Income taxes paid			$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-5

EMAGINOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2021

Note 1 – Description of Business and Basis of Presentation

Organization and nature of business:

EMAGINOS Inc. ("EMAGINOS" or the "Company") was incorporated under the laws of the Commonwealth of Virginia on January 24, 2008.

The Company has completed its business development plan and expects to be engaged in the transformation of the K through 12 education system in all 50 states. The Company’s work will be performed through subscription services with terms of one (1) year. These subscriptions will be offered by the Company on an annual renewal basis in order to offer software advancements and updates with each new subscription year.

On July 20, 2020, at a Special Meeting of the shareholders, the Company amended its articles of incorporation to authorize a total of 250,000,001 shares of capital stock of which 250,000,000 shares are common stock, par value $0.0001 and 1 share is Series A Preferred stock, par value $1.00. On July 30, 2020, the amended articles of incorporation were accepted for filing by the Commonwealth of Virginia.

On July 31, 2020, the Company issued 1 share of Series A Preferred stock at par value of $1 to the Company’s CEO, Scott Taub. The Series A Preferred stock has voting rights granting the holder 51% of all votes (including common and preferred stock) entitled to vote at any meeting or on any matter brought before the stockholders of the Company. The share of Series A Preferred stock is not convertible into, or exchangeable for shares of stock or any class or any other series of such class or any other securities (including common stock) and has no rights to dividends or proves of the assets of the Company upon any liquidation or winding up of the Company.

On December 28, 2020, the Company filed a registration statement with the Securities and Exchange Commission (“SEC”) to raise up to $3,000,000 by way of the sale of up to 12,000,000 shares of common stock at $0.25 per share.

On January 5, 2021, the Company engaged the services of Novation Solutions Inc. (O/A DealMaker) to manage its offering and subscriptions upon qualification by the SEC of the registration statement.

On January 20, 201, the Company engaged the services of Dalmore Group Inc., broker dealer to provide operations and compliance services.

On February 25, 2021, the SEC deemed effective the Company’s registration statement on Form 1-A, and the Company commenced its offering of up to $3,000,000 by way of the sale of up to 12,000,000 shares of common stock at $0.25 per share. As of the date of this filing, the Company has sold a total of 18,000 common shares for total proceeds of $4,500 under the offering.

During March 2021, the Company received $40,000 for operations from a director and officer of the Company.

Note 2 – Summary of Significant Accounting Policies

Financial Statement Presentation: The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed financial statements included herein are unaudited. Such financial statements, in the opinion of management, contain all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, and because of this, for further information, readers should refer to the financial statements and footnotes included in its Form 1-K for the fiscal year ended December 31, 2020 filed on April 30, 2021.

Fiscal year end: The Company has selected December 31 as its fiscal year end.

F-6

EMAGINOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2021

Note 2 – Summary of Significant Accounting Policies (continued)

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Cash Equivalents: The Company considers all highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents.

Related parties: For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Income taxes: The Company has adopted ASC Topic 740 – "Income Taxes" ASC Topic 740 which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share: In accordance with ASC Topic 260 – "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. The Company has no potentially dilutive securities outstanding during the periods presented.

New Accounting Pronouncements: Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), (including its EITF, the AICPA and the SEC), did not or are not believed by management to have a material effect on the Company's present or future financial statements.

Note 3 – Going Concern

The Company has experienced net losses to date, and it has not yet generated revenue from operations. The Company has filed a registration statement to raise up to $3,000,000, however, there can be no assurance that the Company will be successful in raising funds under this registration statement. As of June 30, 2021, the Company has raised a total of $4,500. The Company to date has been funded by private placements, management and by its shareholders, and currently does not have sufficient resources to meet its operating capital needs as they come due which raises substantial doubt about its ability to continue as a going concern. The Company continues to rely on equity and debt financing and shareholder advances. There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms.

The COVID-19 pandemic could have an adverse impact on the Company going forward. COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to raise additional capital and to pursue certain planned business activities. The Company may be required to cease operations if it is unable to finance its’ operations. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report and is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak on its operations or financial condition in the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or implement its planned business objectives to obtain profitable operations.

F-7

EMAGINOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2021

Note 4 – Prepaid Expenses

In January 2021, the Company engaged Dalmore Group LLC, a New York limited liability company and FINRA/SIPC registered broker-dealer (“Dalmore”), to provide broker-dealer services in connection with its offering under Regulation A. The Company has paid a retainer of $5,000 for expenses to be incurred relative to out-of-pocket expenses.

Note 5 – Related Party Transactions

As of June 30, 2021, and December 31, 2020, related parties are due a total of $1,265,557 and $1,081,234, respectively.

	June 30,			December 31,
	2021			2020
Scott Taub		$	815,557		$	681,234
Allan Jones			450,000			400,000
Total related party payables		$	1,265,557		$	1,081,234

For each of the six months ended June 30, 2021, and 2020, the Company was invoiced $75,000 as consulting services by Mr. Scott Taub, the Chairman, CEO and a director of the Company.

For each of the six months ended June 30, 2021, and 2020, the Company was invoiced $50,000 as consulting services by Mr. Allan Jones, the President, CFO, Secretary and a director of the Company.

	Scott Taub		Allan Jones
Balance, December 31, 2020		681,234		400,000
Consulting services		75,000		50,000
Cash advanced to the Company		55,485
Expenses paid on behalf of the Company		3,838		-
Balance, June 30, 2021	$	815,557	$	450,000

During the six months ended June 30, 2021, Scott Taub made cash advances to the Company of $55,485 and paid expenses on behalf of the Company in the amount of $3,838.

On July 31, 2020, Scott Taub was issued 1 share of Series A Preferred stock at par value of $1. The share of Series A Preferred stock grants the holder 51% of the votes of all outstanding stock, including common and preferred stock at any matter to be voted on by the shareholders of the Company.

Note 6 – Capital Stock

The Company has authorized 250,000,001 shares of stock of which there are 250,000,000 shares of common stock, par value $0.0001 and 1 share of Series A Preferred Stock, par value $1.

Common Stock

During the fiscal year ended December 31, 2020, the Company did not sell any shares of common stock. During the six months ended June 30, 2021, the Company sold 18,000 shares at $0.25 per share, for a total of $4,500 in subscriptions. The 4,500 shares have not been issued as of June 30, 2021 and are reflected on the balance sheet as Liability for unissued shares.

As of June 30, 2021, and December 31, 2020, there were 101,541,500 common shares issued and outstanding.

F-8

EMAGINOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2021

Note 6 – Capital Stock (Continued)

Preferred Stock

During the fiscal year ended December 31, 2020, the Company authorized and designated 1 share of Series A Preferred Stock. The Series A Preferred stock has voting rights granting the holder 51% of all votes (including common and preferred stock) entitled to vote at any meeting or on any matter brought before the stockholders of the Company. The share of Series A Preferred stock is not convertible into, or exchangeable for shares of stock or any class or any other series of such class or any other securities (including common stock) and has no rights to dividends or proves of the assets of the Company upon any liquidation or winding up of the Company.

On July 31, 2020, the Company issued the 1 share of Series A Preferred Stock to Scott Taub, a director and officer of the Company at par value of $1.

As at June 30, 2021 and December 31, 2020 there was 1 share of Series A Preferred Stock issued and outstanding.

Note 7 - Subsequent Events

The Company has evaluated events for the period from June 30, 2021, through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure.

F-9

Item 4. Exhibits

INDEX TO EXHIBITS

Description			Exhibit Number
Articles of Incorporation*			3.1
Articles of Amendment to Articles of Incorporation of Emaginos, Inc. dated September 22, 2011*			3.1.1
Articles of Amendment to Articles of Incorporation of Emaginos, Inc. dated July 30, 2020†			3.1.2
Bylaws dated November 2, 2018#			3.2
Amended Bylaws dated July 20, 2020†			3.2.1
Form of Subscription Agreement<			4.1
Broker-Dealer Agreement dated January 20, 2021 between Emaginos, Inc. and Dalmore Group, LLC<			6.1
Software as a Service Agreement dated January 5, 2021, between Novation Solutions Inc. (O/A DealMaker) and Eaginos, Inc. ^			6.2

*Incorporated by reference to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 7, 2011.

#Incorporated by reference to the Company's Registration Statement as amended on Form S-1/A filed with the Securities and Exchange Commission on March 8, 2019.

†Incorporated by reference to the Company's Registration Statement on Form 1-A filed with the Securities and Exchange Commission on November 25, 2020.

<Incorporated by reference to the Company's Registration Statement on Form 1-A filed with the Securities and Exchange Commission on February 2, 2021

^Filed herewith

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this Semi-Annual Report on Form 1-SA to be signed on its behalf by the undersigned, thereunto duly authorized, on September 28, 2021.

	Emaginos Inc.

	By:	/s/ Scott Taub
		Name: Scott Taub
		Title: Chief Executive Officer

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

By: /s/ Scott Taub		Date: September 28, 2021
Name: Scott Taub Title: Chief Executive Officer, Director, Chairman of the Board (Principal Executive Officer)

By: /s/ Allan C. Jones		Date: September 28, 2021.
Name: Allan C. Jones Title: President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)

SOFTWARE AS A SERVICE (SAAS) AGREEMENT

Customer: Emaginos		Contact: Scott Taub
Address: 13428 Maxella Ave #144 Marina del Rey, CA 90292		Phone: 703-478-0317
		E-Mail: staub@emaginos.com
Services: Creation of a deal portal hosted by www.dealmaker.tech, and related services (as further described in Schedule A, the “Service(s)”). Subscription Term: From the Commencement Date (as defined herein) until termination.
Services Fees: Set forth herein	Fees payable in USD unless otherwise specified.
Implementation: DealMaker will provide Customer the Services and Customer shall pay DealMaker the fees set forth in Schedule A in accordance with the terms herein.

This SaaS Services Agreement (“Agreement”) is entered into on this 01 / 05 / 2021, (the “Effective Date”) between Novation Solutions Inc. (O/A DealMaker) (“Company”), and the Customer listed above (“Customer”). This Agreement includes and incorporates the above Order Form, as well as the DealMaker Terms of Service applicable to use of the Services available online at www.dealmaker.tech/terms and contains, among other things, warranty disclaimers, liability limitations and use limitations. Customer also understands and agrees to the charges and fees for any additional functionality or services requested pursuant to the Schedules to this Agreement.

There shall be no force or effect to any different terms other than as referenced herein (including the Terms and Conditions) except as entered into by Company and Customer in writing.

DEALMAKER		EMAGINOS, INC.

By:/s/Rebecca Kacaba		By: /s/Scott Taub
Name: Rebecca Kacaba		Name: Scott Taub
Title: CEO		Title: CEO

Schedule “A” Pricing

Platform Hosting and Maintenance Fees

Due on signing: $5,000 Due on launch: $5,000

Initial customer onboarding, including

Setup of subscription documents

Enablement and/or application to payment networks

Assignment of Senior Account Manager for support resources

Up to two (2) trainings on system for team users

Monthly Subscription Fee: $1,000 (payable once deal has been launched) – one month provided free of charge

●

Access to Deal portal with automated tracking, signing, and reconciliation of investment transactions

●

Seats for up to 10 users (including legal, compliance, broker-dealer and transfer agent)

●

Support and periodic review with assigned Account Manager

Transaction Fees

Per Investor

●

$15 per electronic signature executed on portal

●

$15 per payment reconciled via DealMaker

Tranche Release/Funding

●

$200 per tranche closing and reconciliation

●

$50 per refund processed

●

$5 surcharge for check payments

Schedule “B” Additional Services

Customer may order Additional Services as set forth below.

Account Setup and Management (Prior to Launch)

For the period beginning on the Effective Date and ending on the Offering’s date of commencement (“Commencement Date”)

●

DealMaker partner network. Customer may request introductions to DealMaker’s network of partner and vendor relationships for the purpose of sourcing additional services (call centre, transfer agent, marketing support, investment relations). All engagements with third-parties in this respect are to be made directly between the Customer and the vendor, at the Customer’s discretion.

●

DealMaker template library and forms. Customer may request access to DealMaker’s documents and resources to help organize and set up the offering. These resources may include educational packages, resources for the management of administrative and collaborative tasks, and best practices observed from other offerings and industries.

●

Customized Support and Training. Customer may request additional support and training for team members and third party service providers, up to 4 unique sessions.

Fees: $500 per month (terminating as of Launch Date)

Portal Customizations

Customer may request specific customizations or functionality to augment the standard deal portal, pursuant to the following:

●

Company will deliver an itemized project plan outlining the work to be completed, expected lead time to complete, and a fair estimate of costs.

●

Customer will review the project plan and authorize the scope of work

●

Customer acknowledges that additional deposit fees may be required before work begins

●

In the event that the relationship between Customer and Company is terminated prior to the completion of customizations, Customer remains responsible for all costs authorized.

●

Customer may authorize additional customizations throughout the course of the deal at any time.

Fees: TBD

KYC/AML Checks

To allow for FINRA-registered Broker-Dealers to execute KYC and AML compliance checks on investors, Customer may enable access to a database for the purpose of executing background checks and searches. This service is provided via a third-party, Alloy (alloy.co)

Fees: $2 per individual search, $25 per corporate search

Schedule “C” Terms of Service

Payment & Billing

During the Term, Customer will be billed for expenses incurred on a monthly basis, payable via PAD agreement enclosed herein (Schedule E).

Invoices will be released to customer for review the first Monday of each month, and payment shall be withdrawn by the following Friday thereafter.

Term & Termination

Term and Renewal. Unless otherwise specified in your Order, your subscription will automatically renew each month for the shorter of the duration of the offering period, or one year.

Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.

Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors, in the event of Company insolvency, all of the Customer’s assets are immediately released.

We may also terminate this Agreement for cause immediately if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or impact us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

Third-Party Payment Processing

For the processing of electronic payments (including “pull” ACH, credit card, etc.), the Company may submit material(s) and or application(s) to partner third-party payment processors on behalf of the Customer. Upon approval, the Company will enable technological integration of the partner processors’ intake form/system within the subscription portal.

The Customer acknowledges that there is no guarantee Customer will be approved via third party, and approval is subject to underwriters’ and compliance approval. Use of payment processing service(s) is further contingent on acceptance of their respective fees, to be included as attached Schedule(s) to this agreement or presented to Customer upon approval (including fees for merchant processing account and ongoing maintenance, which may be applied on a per-issuer basis).

Note holdback periods may apply for electronic payment transfer methods, as enforced by processors.

Integration with Third Party Service Providers

DealMaker shall bear no responsibility or liability whatsoever in connection with any third party services provided by a vendor engaged by Customer, the decision to engage such vendors rests solely with the management of the Customer on the terms contracted between the Customer and such parties.

Schedule “D”

Fund Collection Additional Terms

Capitalized terms used, but not defined herein shall have the meanings ascribed to such terms in the Agreement, including the DealMaker Terms of Service available online at www.dealmaker.tech/terms and the Fund Collection with DealMaker Agreement available online at www.dealmaker.tech/funds.

Indemnification. Customer agrees to indemnify Company and hold Company harmless from any and all losses incurred by Company acting in its capacity as Custodian of the Custody Assets, including, but not limited to, losses arising from chargebacks, clawbacks, payment reversals, fraudulent charges, insufficient credit, unauthorized charges or any other payment card or ACH problems (collectively, “Losses”).

Pre-Closing Custody Asset Lock. Customer agrees that Custody Assets that are deposited in Customer’s account with a financial institution (“Account”) prior to the closing date (“Closing Date”) of the transaction involving the Custody Assets (each, a “Transaction”) shall remain in Customer’s Account and shall not be withdrawn by Customer, or a person authorized by Customer, from the Customer’s Account prior to the Closing Date.

Closing Holdback. The Customer hereby acknowledges that holdback periods apply in respect of electronic payment transfer methods to cover against charge-backs and/or rescission. These holdback periods can vary in duration and amount depending on the industry and contemporaneous fluctuations. Due to COVID or other external events these amounts can be increased. After the Closing Date, Customer agrees to retain in Customer’s Account thirty (30) percent of the Custody Assets processed by methods of electronic transfer in respect of each Transaction for a period of ninety (90) days following the Closing Date (“Initial Holdback Period”), and retain twenty (20) percent of such Custody Assets in Customer’s Account for an additional ninety (90) days after the end of the Initial Holdback Period (together, the “Closing Holdback”) to mitigate the risk of any Losses. Company reserves the right, in its sole discretion, to amend the amount and duration of the Closing Holdback. Company shall notify Customer prior to amending the Closing Holdback. It is acknowledged that Holdback periods applied by credit card processors are beyond DealMaker’control however, the parties hereby agree to work together collaboratively and in good faith in order to reduce any holdbacks required.

Loss Recovery. Company shall have the right, in its sole discretion and without prior notice, to deduct funds from Customer’s Account to reimburse Company for any Losses. Customer acknowledges and agrees that recovery of Losses from Customer’s Account will not serve as any limitation on the indemnification obligations of Customer under this Agreement or any remedy or claim that Company may be entitled to pursue against Customer in respect of such Losses.

Third Party Payments. Customer authorizes and directs Company to pay legal and professional fees, including, but not limited to, fees of lawyers, broker dealers, investment bankers, consultants and other service providers, incurred by Company in respect of a Transaction from the Custody Assets, including from Custody Assets deposited in Customer’s Account.

Schedule “E”

PRE-AUTHORIZED DEBIT AUTHORIZATION

(“PAD Agreement”) FOR BUSINESS PURPOSES

The undersigned hereby authorizes NOVATION SOLUTIONS INC. O/A DEALMAKER (hereinafter called the “Payee”) to debit the account of the undersigned identified on the void cheque delivered by or on behalf of the undersigned to the Payee (the “Account”) with the amount of each payment or other amount owing from time to time to the Payee under the Services Agreement between, the undersigned, as software user, and the Payee, as service provider (as such may be amended, supplemented, otherwise modified, restated or replaced from time to time), in accordance with the Services Agreement, by issuing pre-authorized debit requests (each a “PAD”) to the financial institution at which the Account is held (the “Processing Institution”) on the day an invoice is issued and delivered and/or from time to time for one-time payments. The undersigned undertakes to inform the Payee in writing of any change in the information related to the Account not less than 10 days prior to any such change.

The undersigned acknowledges that this authorization is being given for the benefit of the Payee and the benefit of the Processing Institution and is provided in consideration of the Processing Institution agreeing to process PADs against the Account in accordance with the rules of the Canadian Payments Association (the “CPA Rules”). The Processing Institution is hereby authorized and irrevocably directed to pay from and to debit against the Account any payment order or request whatsoever, payable to the order of the Payee and drawn on the said Account by a bank acting in the name of the Payee. Any payment order or request whatsoever thus drawn by the Payee’s bank shall be considered as having been signed by the undersigned.

The undersigned hereby acknowledges the payment terms of the Services Agreement and agrees that each PAD may be processed without prior written notice from the Payee of either the amount of the PAD or the date that the PAD is to be processed.

The undersigned acknowledges: (i) that this authorization to the Payee also constitutes delivery thereof by the undersigned to the Processing Institution, and (ii) that the Processing Institution is not required to verify that each PAD submitted by the Payee has been issued in accordance with this PAD Agreement (including the amount) or that the purpose of the payment for which a PAD was made has been fulfilled as a condition of honouring such PAD.

The undersigned may revoke this authorization at any time by giving a 10-day written prior notice to the Payee at the address set forth below. We acknowledge that we may obtain a sample cancellation form, or further information on our right to cancel this authorization at the Processing Institution or by visiting www.cdnpay.ca. We acknowledge that we have certain recourse rights if any debit does not comply with this PAD Agreement. For example, we have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on our recourse rights, we acknowledge that we may contact our financial institution or visit www.cdnpay.ca.

This PAD Agreement only relates to the method of payment under the Services Agreement and neither this Agreement nor cancellation thereof affects your obligations under the Services Agreement. The Payee may assign or transfer its rights under this PAD Agreement. Each person whose signature is required on the Account must sign below.

Signed this day of , 2020.

Name:

Undersigned Processing		INSTITUTION

Name:		Name:
Address:		Address:

		Account Number:
Authorized Signature(s) (as it appears on cheques)

Please attach a sample of a void cheque from the Processing Institution.

CONTACT INFORMATION OF THE PAYEE FOR NOTIFICATION OR INFORMATION: NOVATION SOLUTIONS INC. O/A DEALMAKER

40 King Street West Toronto, Ontario M5H 3Y2

Tel: 1-647-478-4952

Email : funding@dealmaker.tech

Contact: Payments Group

Schedule “F”

ALLOY AUTHORIZED USER TERMS OF SERVICE

("Client") has invited (“Authorized User”) to access all or part of Client’s Alloy account (“Client Account”) on behalf of Client. These Alloy Authorized User Terms of Service (“User Terms”), set forth the terms and conditions that govern the access and use of the Alloy Services (hereinafter defined) by Authorized User. These terms are a legally binding contract between First Mile Group, Inc. d/b/a/ Alloy, a Delaware corporation (“Alloy”) and Authorized User.

Client has separately entered into a contract with Alloy (“Client Contract”), pursuant to which Alloy makes available to Client Alloy’s software-as-a-service offering, application programming interface, and certain related products and services (“Alloy Services”). The Client Contract permits Client to configure the Client Account so that Authorized User and others can access all or part of the Client Account on Client’s behalf. Control of the Client Account and ownership of any data or information submitted by Client or any Authorized User or third-party data provider to the Alloy Services or otherwise contained in or made available by the Alloy Services is governed by the Client Contract. Among other provisions, the Client Contract provides that (i) Client owns any data or information submitted to Alloy by the Client or by an Authorized User of Client (“Client Data”); and (ii) Client is the owner or licensee of any third-party services, including data, (“Third-Party Services”) retrieved by Alloy on behalf of Client.

Authorized User acknowledges and agrees that, as between the Authorized User and Client, (i) Client controls how the Client Data is processed, used, and stored within the Alloy Services and when Client Data is destroyed; (ii) Client may provision and deprovision Authorized User’s access to the Client Account; and (iii) Client controls the configuration of the Client Account, including the selection of any integrated third-party data sources and the configuration of any decisioning rules. Authorized User further acknowledges and agrees that, as between Alloy and Client, it is Client’s responsibility to (i) inform Authorized User of any restrictions regarding the use of Client Data and any other data made available through the Alloy Platform; (ii) obtain necessary rights and consents to access, use, transmit, and process the Client Data and to access and use the Alloy Services; (iii) to ensure the lawful access and use by Client and Authorized User of the Client Data and Alloy Services (including any data made available therein); and (iv) to resolve any dispute with Authorized User regarding the Alloy Services or Client Data.

Authorized User shall not (i) share or disclose its Alloy credentials, if any, with any third parties; (ii) copy, modify, or create derivative works of the Alloy Services or Third-Party Services, in whole or in part; (iii) rent, lease, lend, sell, time share, broker, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to third parties the Alloy Services or Third-Party Services; (iv) access or use the Alloy Services or Third-Party Services for any purpose other than on behalf of Client for Client’s internal business purposes; (v) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Alloy Platform; (vi) remove or obscure any proprietary notices from the Alloy Services; (vii) access or use the Alloy Services or Third-Party Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, or that violates any applicable law, regulations or rules; (viii) design or permit its applications to disable, override, or otherwise interfere with the Alloy Services or Third-Party Services, including any Alloy-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (ix) access or use the Alloy Services or Third-Party Services in any of its applications to replicate or attempt to replace the user experience of the Alloy Services or Third-Party Services; (x) attempt to cloak or conceal its identity or the identity of its applications when requesting authorization to access or use the Alloy Platform or Third-Party Services; (xi) access or use the Alloy Services or Third- Party Services for personal (non-business) purposes; (xii) except to the extent required by applicable law, regulation or rule, access or use the Alloy Services in a manner that contributes to the discrimination or denial of services to an end user of Client’s product or service on the basis of any protected class, including nationality, national origin, or immigration status;(xiii) use the Alloy Services or Third-Party Services to create a product or service that competes with the Alloy Services or Third-Party Services; (xiv) access or use the Alloy Services or Third-Party Services for marketing purposes; or (xv) access the Alloy Services or Third-Party Services from outside of the United States and its territories, including by or through any Internet Protocol address located outside of the United States and its territories. Alloy may take any action it deems necessary to ensure the security and integrity of the Alloy Services, including limiting, suspending or terminating Authorized User’s access to and/or use of the Alloy Services in the event of any breach or suspected security breach.

ALLOY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, TO AUTHORIZED USER WITH RESPECT TO THE ALLOY SERVICES. THE ALLOY SERVICES ARE PROVIDED ON AN “AS IS” BASIS. ALLOY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ALLOY MAKES NO WARRANTY OF ANY KIND THAT THE ALLOY SERVICES OR THIRD-PARTY SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. DUE TO THE NATURE OF PUBLIC RECORD AND DATA CONSORTIUM INFORMATION, THE PUBLIC RECORDS AND COMMERCIALLY AVAILABLE DATA SOURCES MADE AVAILABLE WITH THE ALLOY PLATFORM MAY CONTAIN ERRORS AND MAY NOT BE UP-TO- DATE. SOURCE DATA IS SOMETIMES REPORTED OR ENTERED INACCURATELY, PROCESSED POORLY OR INCORRECTLY, AND IS GENERALLY NOT FREE FROM DEFECT. THE CRIMINAL RECORD DATA THAT MAY BE PROVIDED AS PART OF ALLOY’S SERVICES MAY INCLUDE RECORDS THAT HAVE BEEN EXPUNGED, SEALED, OR OTHERWISE HAVE BECOME INACCESSIBLE TO THE PUBLIC SINCE THE DATE ON WHICH THE DATA WAS LAST UPDATED OR COLLECTED. NEITHER ALLOY NOR THE ALLOY PLATFORM IS THE SOURCE OF THE DATA, AND THE ALLOY PLATFORM DOES NOT PURPORT TO BE A COMPREHENSIVE COMPILATION OF THE DATA.

IN NO EVENT SHALL ALLOY BE LIABLE TO AUTHORIZED USER UNDER OR IN CONNECTION WITH THESE USER TERMS OR THE CLIENT CONTRACT OR THE SUBJECT MATTER OF EITHER AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, AND REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF IT ESSENTIAL PURPOSE. ALLOY’S MAXIMUM AGGREGATE LIABILITY TO AUTHORIZED USER UNDER THESE USER TERMS OR IN CONNECTION WITH THE ALLOY SERVICES PROVIDED PURSUANT TO THE CLIENT CONTRACT, INCLUDING FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANYTHING TO BE DONE OR FURNISHED UNDER THESE USER TERMS, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY, AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED ONE THOUSAND DOLLARS ($1,000).

Authorized User hereby agrees to indemnify, defend, and hold harmless Alloy, its affiliates and its directors, officers, employees, agents, contractors and representatives, from and against any and all costs, demands, damages, losses, fees, expenses and liabilities (including attorneys’ fees and costs) (“Losses”) arising from or in any way related to any third-party claim, allegation, action, demand, proceeding or suit (“Action”) against any of them that arises out of or relates to (a) any material breach by Authorized User of any terms, conditions, representations or certifications in these Terms; (b) any security breach of Alloy’s systems or environment caused in whole or in part by the acts or omissions of Authorized User, including without limitation the unauthorized access of the Client Account; and (c) the unauthorized disclosure, by Authorized User, of any data or information contained within or received through the Alloy Services or Third-Party Services.

Authorized User may have access to information or materials of Alloy, Client, or Third-Party service providers under circumstances that would indicate to a reasonable person that such information or materials are confidential or proprietary (“Confidential Information”), including, without limitation, technical, financial, strategic and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below), product information, pricing information, product development plans and forecasts, Client Data, and Third- Party Services. Confidential Information shall not include information that: (a) is or becomes (through no improper action or inaction by Authorized User) generally known to the public; (b) was in Authorized User’s possession or known by it prior to receipt from Alloy; (c) was lawfully disclosed to Authorized User by a third party and received in good faith and without any duty of confidentiality by the Authorized User or the third party; or (d) was independently developed without use of any Confidential Information without access to such Confidential Information. “Trade Secret” shall be deemed to include any information which gives the Alloy an advantage over competitors who do not have access to such information, as well as any information that the Alloy has taken reasonable measures to keep secret and derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means, by another person who can obtain economic value from the disclosure or use of such information. Authorized User agrees not to divulge any Confidential Information, or information derived therefrom, to any third party, and shall protect the confidentiality of such Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information and Trade Secrets, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Authorized User may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that Authorized User shall give the Alloy prompt written notice of such subpoena, court order or other governmental authority so as to allow Alloy to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Authorized User and its representatives shall cooperate with the Alloy and Client to obtain any such protective order or other remedy. Authorized User shall immediately notify Alloy upon discovery of any loss or unauthorized disclosure of the Confidential Information. Authorized User’s obligations with respect to Confidential Information shall continue during the Term and for a period of five (5) years thereafter, provided however, that, with respect to Confidential Information that constitutes a Trade Secret, Authorized User’s obligations with respect to such Confidential Information shall continue for so long as such Confidential Information continues to constitute a Trade Secret.

Authorized User will not name Alloy or refer to its use of Alloy Services in any press releases, advertisements, promotional or marketing materials, or make any other third-party disclosures regarding Alloy or Client’s use of Alloy’s Services without prior written consent from Alloy or Client.

10.

Except as expressly set forth herein, nothing in these User Terms grant any right, title, or interest in or to (including any license to) the Alloy Services or any information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions contained therein. All right, title, and interest in the Alloy Services and in any Third-Party Services shall remain with Alloy and the respective rights holders in the Third-Party Services.

11.

Any feedback provided to Alloy by Authorized User in connection with the Client Account will be deemed the confidential information of Alloy, and Alloy may (but will not be required to) use, without any attribution or compensation, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the feedback, including any intellectual property rights related thereto, for any purpose whatsoever

12.

These User Terms shall continue in effect until the expiration or termination of the Client Contract, or until Authorized User’s access to the Client Sub-Account expires or is terminated, whichever is earlier. The provisions of these Terms which should by their nature survive expiration or termination of these Terms shall so survive.

13.

If any provision of these Terms shall be held by a court of competent jurisdiction to be contrary to law, invalid or otherwise unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and in any event the remaining provisions of this Terms shall remain in full force and effect. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.

14.

This Agreement constitutes the final written agreement and understanding of the parties and is intended as a complete and exclusive statement of the terms and conditions of the Terms. Alloy may amend these Terms at any time, and shall seek to notify Authorized User or any amendment through any reasonable means, including through the Alloy Services or through Client. Authorized User’s continued use of the Alloy Services after notification shall constitute Authorized User’s acceptance of such amended Terms.

15.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflicts of law. Any action brought by either party under or in relation to these Terms shall be brought exclusively in, and each party agrees to and does hereby submit to the exclusive jurisdiction and venue of, any state or federal court located in the County of New York in the State of New York. Each party expressly waives the application of New York General Obligation Law Section 5-903 to any renewal of these Terms.

IN WITNESS WHEREOF, the Authorized Partner has caused these Terms to be executed by its duly authorized representative as of the date set forth below.

AUTHORIZED USER

By:

Name:

Title:

Address:

Email address:

Date: