Editing StyleRow

SaaS + Marketplace to streamline purchasing in the interior design industry

== Summary<ref name=":0" /> ==
*Streamlining critical business processes for design professionals
*$1M run rate from SaaS alone
*New revenue stream: adding payments & marketplace transactions in 2022/2023
*Current SMB users have added over $1B of product to their StyleRow projects
*$760B market: bringing massive pools of legacy B2B spend online

==Problem<ref name=":0" />==
'''Design & architecture is a massive underserved market'''

Architects & Design Professionals purchase tens of billions in products each year—primarily offline. This makes for a slow and inefficient market, which hinders growth potential for design professionals and the brands that they purchase from.

''StyleRow solves this problem.''

'''The typical design process'''

Fragmented workflow and archaic processes for this multi-billion dollar industry. Project management is a mess, with PDFs sent via email and documents stored in different locations.  Designers are faxing in orders and mailing checks to vendors. 

StyleRow offers one digital solution for the entire workflow.

==Solution<ref name=":0" />==

=== The category-defining software platform for the Interior Design & Architecture space===
Our SaaS platform & B2B marketplace streamlines critical business processes for design professionals, and is used by thousands of firms with over $1B in their projects on our platform today.  

SaaS revenue alone is running at $1M in annual recurring revenue today and is positioned to grow exponentially.*

Now, StyleRow is ready to allow designers to collect “payments” from their client via the workflow tools (which StyleRow monetizes with a processing fee) & to connect “transactions” in our marketplace—so designers can purchase products from brands (which StyleRow monetizes with a commission on sales). This e-commerce revenue will layer on top of SaaS.

==Product<ref name=":0" /> ==
===Enterprise SaaS growth along a logical product roadmap===
We’ve built along the natural workflow for design professionals, from the beginning of their project to the end—solving redundancy & streamlining communication along the way. Helping them solve the financial transactions from client payments to purchasing products comes next.

We’ve thoughtfully built our platform to enable firms of all sizes to run their businesses more efficiently on StyleRow, while building a best-in-class marketplace in parallel.

We’re ready to attract Enterprise firms and to scale our solution for SMB’s. 

===Projects feature utilization===
Designers love our Project Management Tools. The next step is to add payment processing and transactions.

==Traction<ref name=":0" />==
=== $1M run rate from SaaS alone===

=== Marketplace activity summary KPIs:===
Its current SMB design firm users have added over $1B of product to their projects on StyleRow.

==Customers<ref name=":0" />==
===Daily users love the Tools & Marketplace ===
'''Interior Designers and Architects are our target user — and they LOVE US!'''

<u>Designer activity has grown 946% since 2020.</u>

''“StyleRow is like air. We won’t remember not having it and won’t be able to live without it."''

''— Bradley Blair, Holly Hunt''

''“StyleRow puts us in front of the consumer that we would not otherwise be able to reach.  We have 13 showrooms in the US as well as hundreds of dealers worldwide, but SR allows us to connect with those we weren’t able to reach in-person previously. Now we have this online platform that gives us a way to reach these prospects and invite them into direct experiences in our showrooms.”''

''—Alexa Keaney - Communications & Events Manager, Baker''… Read more

==Business model<ref name=":0" />==
===Currently: Profitable SaaS offerings for brands & designers===
SaaS only—one piece of the pie

===2022 / 2023: Adding in payments & transactional marketplace revenue on top of SaaS ===
Our platform naturally extends to a transactional marketplace and payments platform as part of the design workflow.  

This enables two new and robust streams of revenue.

==Market<ref name=":0" />==
===We are the category-defining platform for the built space===
Archaic processes and lack of software have kept this multi-billion dollar industry mailing checks and faxing in orders!

''“Revenue from the global furniture industry stood at 1.3 trillion U.S. dollars in 2020”.  —Statista''

''“Top 100 design & architecture firms charged $4.5 Billion in design fees in 2021”  —Interior Design Magazine''

''“In 2021, retail e-commerce revenue (furniture and homeware) amounted to 132.7 billion U.S. and are projected to increase to over 208.2 billion in 2025.”  —Statista''

==Competition<ref name=":0" />==
===StyleRow does what others can't===

==Vision and strategy<ref name=":0" />==
=== The huge growth ahead<ref>Click [https://republic.com/help/forward-looking-financial-projections-disclaimer-bda22d32-4ea8-4f51-8920-2d89729e29c8 here] for important information regarding Financial Projections which are not guaranteed.</ref>===
The StyleRow Marketplace has over 40,000 products from luxury and mid-tier furnishings brands across 20 product categories and growing.  

Many of these brands do not have e-commerce, and StyleRow is the first time they are online with other brands. We also have their buyers on our platform—who use our Marketplace today to discover products and connect with brands.

We routinely generate 6-figure orders from buyers to brands, but today the transaction still happens offline.

With this raise, StyleRow will bring these transactions onto the platform.

==Founders<ref name=":0" />==
=== Founder & CEO: Erinn Valencich===
A Los Angeles-based entrepreneur and award-winning designer, Erinn has run her own successful design firm for 16 plus years, and is also the visionary behind luxury furniture brand, ERINN V. Tech-forward for years, she brings her visionary thinking, savvy business acumen and experience as a brand, designer and showroom owner to StyleRow alongside extensive experience in media, PR and marketing working with some of the largest global brands.
== Risks<ref name=":0" />==
'''Global crises and geopolitical events, including without limitation, COVID-19, can have a significant effect on our business operations and revenue projections.'''

A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services. Moreover, geopolitical events in the United States or around the world can also have a similar affect and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms to us, if at all.

'''There is no guarantee of a return on an Investor’s investment.'''

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

'''While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.'''

Upon the occurrence of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

'''In the event of the dissolution or bankruptcy of the Company, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.'''

In the event of the dissolution or bankruptcy of the Company, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, including any holders of preferred stock, have been paid in full. Neither holders of the Securities nor holders of CF Shadow Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Company.

'''There is no present market for the Securities and StyleRow has arbitrarily set the price.'''

The Offering price was not established in a competitive market. StyleRow has arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on its asset value, net worth, revenues or other established criteria of value. StyleRow cannot guarantee that the Securities can be resold at the Offering price or at any other price.

'''Equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Company at the time of conversion.'''

In the event the Company decides to exercise the conversion right, the Company will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the Conversion Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the Conversion Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Company may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Company. The foregoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the Crowd SAFE agreement, which is attached as Exhibit C.

'''Equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.'''

The Company’s equity securities will be subject to dilution. The Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from the conversion of the Securities will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor’s control and economic interests in the Company. The amount of additional financing needed by the Company will depend upon several contingencies not foreseen at the time of this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Company’s needs, the Company may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities. In addition, the Company has certain equity grants and convertible securities outstanding. Should the Company enter into a financing that would trigger any conversion rights, the converting securities would further dilute the equity securities receivable by the holders of the Securities upon a qualifying financing.

'''The Company may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.'''

The Company may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an initial public offering. If neither the conversion of the Securities nor a liquidity event occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.

'''Investors will be unable to declare the Security in “default” and demand repayment.'''

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may Investors demand payment and even then, such payments will be limited to the amount of cash available to the Company.

'''Investors will not be entitled to any inspection or information rights other than those required by law.'''

Investors will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, other than as required by law. Other security holders of the Company may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, there are numerous methods by which the Company can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Company such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

'''Investors will not have voting rights, even upon conversion of the Securities into CF Shadow Securities.'''

Investors will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities (the occurrence of which cannot be guaranteed). Upon such conversion, the CF Shadow Securities will have no voting rights and, in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders or the party holding the CF Shadow Securities on behalf of the Investors are required to enter into a proxy agreement with its designee to vote their CF Shadow Securities with the majority of the holder(s) of the securities issued in the round of equity financing that triggered the conversion right. For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would directly or beneficially receive CF Shadow Securities in the form of shares of Series B-CF Shadow Preferred Stock and such shares would be required to be subject to a proxy that allows a designee to vote their shares of Series B-CF Shadow Preferred Stock consistent with the majority of the Series B Preferred Stockholders. Thus, Investors will essentially never be able to vote upon any matters of the Company unless otherwise provided for by the Company.

'''Investors will not become equity holders until the Company decides to convert the Securities into “CF Shadow Securities” (the type of equity securities issuable upon conversion of the Securities) or until there is a change of control or sale of substantially all of the Company’s assets.'''

Investors will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Securities. The Company is under no obligation to convert the Securities into CF Shadow Securities. In certain instances, such as a sale of the Company or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Company. Further, the Investor may never become an equity holder, merely a beneficial owner of an equity interest, should the Company or the Nominee decide to move the Crowd SAFE or the securities issuable thereto into a custodial relationship.

'''Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.'''

In connection with investing in this Offering to purchase a Crowd SAFE ((Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (“Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of a Crowd SAFE or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Crowd SAFE, and as part of the conversion process the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon conversion of the Crowd SAFE. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Company nor take or effect actions that might otherwise be available to holders of the Crowd SAFE and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Crowd SAFE to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.

'''The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.'''

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof.

'''The Company has the right to conduct multiple closings during the Offering.'''

If the Company meets certain terms and conditions, an intermediate close of the Offering can occur, which will allow the Company to draw down on seventy percent (70%) of the proceeds committed and captured in the Offering during the relevant period. The Company may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

'''The Company may also end the Offering early.'''

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Company can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Company may limit the amount of capital it can raise during the Offering by ending the Offering early.

'''The Company has the right to extend the Offering Deadline.'''

The Company may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you.

'''The Company has the right to limit individual Investor commitment amounts based on the Company’s determination of an Investor’s sophistication.'''

The Company may prevent any Investor from committing more than a certain amount in this Offering based on the Company’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Company’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Company’s determination.

'''The Company's management may have broad discretion in how the Company uses the net proceeds of the Offering.'''

Unless the Company has agreed to a specific use of the proceeds from the Offering, the Company’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

'''Neither the Offering nor the Securities have been registered under federal or state securities laws.'''

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

'''The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.'''

You should not rely on the fact that its Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

'''StyleRow operates in a highly regulated environment, and if StyleRow is found to be in violation of any of the federal, state, or local laws or regulations applicable to us, its business could suffer.'''

StyleRow is also subject to a wide range of federal, state, and local laws and regulations. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of its license to operate the subject business. As a result, StyleRow may incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

'''The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.'''

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect its business, including causing its business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause its business and results of operations to suffer materially. Additionally, the success of its online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine its security measures. As a result, unauthorized parties may obtain access to its data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of its customer transaction processing capabilities and personal data. If any such compromise of its security or the security of information residing with its business associates or third parties were to occur, it could have a material adverse effect on its reputation, operating results and financial condition. Any compromise of its data security may materially increase the costs that StyleRow incurs to protect against such breaches and could subject us to additional legal risk.

'''The use of individually identifiable data by its business, its business associates and third parties is regulated at the state, federal and international levels.'''

Like others in its industry, StyleRow continues to face advanced and persistent attacks on its information infrastructure where it manages and store various proprietary information and sensitive/confidential data relating to its operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack its products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate its network security and misappropriate or compromise its confidential information or that of its customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that StyleRow produces or procure from third-parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of its information infrastructure systems or any of its data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect its business.

'''Our business could be negatively impacted by cyber security threats, attacks and other disruptions.'''

Like others in its industry, StyleRow continues to face advanced and persistent attacks on its information infrastructure where it manages and store various proprietary information and sensitive/confidential data relating to its operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack its products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate its network security and misappropriate or compromise its confidential information or that of its customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that StyleRow produces or procures from third-parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of its information infrastructure systems or any of its data centres as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect its business.

'''Our business could be negatively impacted by cyber security threats, attacks and other disruptions.'''

StyleRow may face advanced and persistent attacks on its information infrastructure where it manages and store various proprietary information and sensitive/confidential data relating to its operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack its products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate its network security and misappropriate or compromise its confidential information or that of its customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that StyleRow produces or procures from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of its information infrastructure systems or any of its data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect its business.

'''Damage to its reputation could negatively impact its business, financial condition and results of operations.'''

Our reputation and the quality of its brand are critical to its business and success in existing markets and will be critical to its success as it enters new markets. Any incident that erodes consumer loyalty for its brand could significantly reduce its value and damage its business. StyleRow may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to its interests or may be inaccurate, each of which may harm its performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

'''Although dependent on certain key personnel, the Company does not have any key person life insurance policies on any such people.'''

StyleRow is dependent on certain key personnel in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and its operations. StyleRow has no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

'''StyleRow relies on various intellectual property rights, including licenses, in order to operate its business'''

The Company relies on certain intellectual property rights to operate its business. The Company’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that StyleRow has taken to maintain and protect its intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of its intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect its intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact its competitive position and results of operations. StyleRow also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect its trade secrets and other proprietary rights and will not be breached, that StyleRow will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to its trade secrets or other proprietary rights. As StyleRow expands its business, protecting its intellectual property will become increasingly important. The protective steps StyleRow has taken may be inadequate to deter its competitors from using its proprietary information. In order to protect or enforce its intellectual property rights, StyleRow may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which StyleRow operates is still evolving and, consequently, intellectual property positions in its industry are generally uncertain. StyleRow cannot assure you that it will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

'''StyleRow rely on other companies to provide services for its products.'''

StyleRow depends on third party vendors to meet its contractual obligations to its customers and conduct its operations. Our ability to meet its obligations to its customers may be adversely affected if vendors do not provide the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of its services may be adversely impacted if companies to whom StyleRow delegates certain services do not perform to our, and its customers’, expectations. Our vendors may also be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where StyleRow relies on only one or two vendors for a particular service.

'''StyleRow may implement new lines of business or offer new products and services within existing lines of business.'''

As an early-stage company, StyleRow may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, StyleRow may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. StyleRow may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, StyleRow could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, its business, financial condition or results of operations may be adversely affected.

'''StyleRow may not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of its common stock, including the Securities.'''

Currently, its authorized capital stock consists of 265,217,402 shares, consisting of three classes, of which 200,000,040 shares are issued and outstanding. Unless StyleRow increase its authorized capital stock, it may not have enough authorized common stock to be able to obtain funding by issuing shares of its common stock or securities convertible into shares of its common stock. StyleRow may also not have enough authorized capital stock to issue shares of common stock to investors upon the conversion of any security convertible into shares of its common stock, including the Securities.

'''StyleRow may face potential difficulties in obtaining capital.'''

StyleRow may have difficulty raising needed capital in the future as a result of, among other factors, the inherent business risks associated with its Company and present and future market conditions. Its future sources of revenue may not be sufficient to meet its future capital requirements. StyleRow will require additional funds to execute its business strategy and conduct its operations. If adequate funds are unavailable, StyleRow may be required to delay, reduce the scope of or eliminate one or more of its research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm its business, financial condition and results of operations.

'''The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.'''

In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If StyleRow is not able to raise sufficient capital in the future, it may not be able to execute its business plan, its continued operations will be in jeopardy and it may be forced to cease operations and sell or otherwise transfer all or substantially all of its remaining assets, which could cause an Investor to lose all or a portion of their investment.

'''StyleRow has a limited operating history upon which you can evaluate its performance, and accordingly, its prospects must be considered in light of the risks that any new company encounters.'''

StyleRow is still in an early phase and is just beginning to implement its business plan. There can be no assurance that StyleRow will ever operate profitably on a consistent basis. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early-stage companies. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

== References and notes ==