Investing in private or early-stage offerings (such as Reg A, Reg S, Reg D, or Reg CF) involves a high degree of risk. Securities sold through these offerings are not publicly traded and, therefore, are illiquid. Additionally, investors will receive restricted stock that is subject to holding period requirements. 

Companies seeking capital through these offerings tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private or early-stage offerings requires a tolerance for high risk, low liquidity, and a long-term commitment. Investors must be able to afford to lose their entire investment. 

Such investment products are not FDIC insured, may lose value, and have no bank guarantee.

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This offering circular also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this offering circular. In addition to the other information provided in this offering circular, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock. Material risks identified by the Company are discussed in this section; however, discussion may not include all risks applicable to an investment in Shares to the extent such risks have not been contemplated by the Company.

Risks Related to this Offering and our Shares

There is no current market for any securities of the Company.

You should be prepared to hold this investment indefinitely. There is no established market for these securities and there may never be one. As a result, if you decide to sell these securities in the future, you may not be able to find a buyer. Investors should assume that they may not be able to liquidate their investment or be able to pledge their Shares as collateral.

Using a credit card to purchase Shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering may at some point have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company and interest charged on unpaid card balances (which can reach 25% or over in some states) add to the effective purchase price of the securities you buy. See “Plan of Distribution and Selling Shareholders.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g., minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018, entitled Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

We do not anticipate paying any cash dividends.

We presently do not anticipate that we will pay any dividends on any of our common stock in the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

We may need additional capital, and the sale of additional shares or other equity securities will result in additional dilution to our stockholders.

We may require additional capital for the development of our products and additional processing farm sites and may require additional cash resources due to changed business conditions or other future developments. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities will result in additional dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Our principal stockholder and sole director and officer owns a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

William Tooley beneficially owns a majority of our Shares (100% now and 83.33% assuming all offered Shares are sold) and he is currently the sole director and officer of the Company. Accordingly, he has a significant influence over our affairs due to his substantial ownership coupled with his positions in management. He will be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.

Because our management will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways in which you disagree.

The intended use of proceeds from this offering is more particularly described in the Section titled “Use of Proceeds,” however, such description is not binding, and the actual use of proceeds may differ from the description contained therein. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

The offering price of our Shares from the Company has been arbitrarily determined.

Our management has determined the offering price for the Shares offered by the Company. The price of the Shares we are offering was arbitrarily determined based upon the illiquidity and volatility of our common stock, our current financial condition, and the prospects for our future cash flows and earnings, and market and economic conditions at the time of the offering. The offering price for the Shares sold in this offering may be more or less than the fair market value for our securities.

The best-efforts structure of this offering may yield insufficient gross proceeds to fully execute our business plan.

Shares are being offered on a best-efforts basis. We are not required to sell any specific number or dollar amount of Shares but will use our best efforts to sell the Shares offered by us. As a “best effort” offering, there can be no assurance that the offering contemplated by this offering circular will result in any proceeds being made available to us.

We may not register or qualify our securities with any state agency pursuant to blue sky regulations.

The holders of our securities and persons who desire to purchase them in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. We currently do not intend to and may not be able to qualify securities for resale in states which require shares to be qualified before they can be resold by our shareholders.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The offering price of our Shares of $1.00 per Share is substantially higher than the price paid for 125,000,000 Shares by our founder, which was $0.00001 per share. Therefore, if you purchase Shares in this offering, you will incur immediate dilution in the net tangible book value per Share from the price you paid. In addition, the board of directors may at some time in the future designate preferred stock which could have voting rights different from the common stock.

We have established preferred stock which can be designated by the Company’s board of directors without shareholder approval.

The Company has 50,000,000 shares of preferred stock authorized. The shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have a distinctive designation or title as shall be determined by the board of directors of the Company prior to the issuance of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the board of directors. Because the board of directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of the Company’s shareholders, shareholders of the Company will have no control over what designations and preferences the Company’s preferred stock will have. The issuance of shares of preferred stock or the rights associated therewith could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any preferred stock which we may issue may be exacerbated given the fact that such preferred stock may have voting rights and/or other rights or preferences which could provide the preferred shareholders with substantial voting control over us and/or give those holders the power to prevent or cause a change in control, even if that change in control might benefit our shareholders. As a result, the issuance of shares of preferred stock may cause the value of our securities to decrease.

Compliance with Regulation A and reporting to the SEC could be costly.

Compliance with Regulation A could be costly and requires legal and accounting expertise. After qualifying this Form 1-A, we will be required to file an annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U.

Our legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A will also require greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results of operations.

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. Therefore, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our investors could receive less information than they might expect to receive from exchange traded public companies.

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year. Therefore, our investors could receive less information than they might expect to receive from exchange traded public companies.

We are relying on the exemption for insignificant participation by benefit plan investors under ERISA.

The Plan Assets Regulation of the Employee Retirement Income Security Act of 1974 (“ERISA”) provides that the assets of an entity will not be deemed to be the assets of a benefits plan if equity participation in the entity by benefit plan investors, including benefit plans, is not significant. The Plan Assets Regulation provides that equity participation in the entity by benefit plan investors is “significant” if, at any time, 25% or more of the value of any class of equity interest is held by benefit plan investors. Because we are relying on this exemption, we will not accept investments from benefit plan investments of 25% or more of the value of any class of equity interest. If repurchases of shares reach 25%, we may repurchase shares of benefit plan investors without their consent until we are under such 25% limit. See the section of this offering circular captioned “ERISA Considerations” for additional information regarding the Plan Assets Regulation.

The purchase of Shares is not a diversified investment.

An investment in the Company is not a diversified investment. The poor performance of our dairies or the industry in general would adversely affect the profitability of the Company.

Shares are expected to be offered under a private offering exemption, and if it were later determined that such exemption was not available, purchasers would be entitled to rescind their purchase agreements.

Shares are being offered to prospective investors pursuant to Regulation A under the Securities Act. Unless the sale of Shares should qualify for such exemption, the investors might have the right to rescind their purchase of Shares. Since compliance with these exemptions is highly technical, it is possible that if an investor were to seek rescission, such investor could succeed. A similar situation prevails under state law in those states where Shares may be offered without registration. If a number of investors were to be successful in seeking rescission, the Company would face severe financial demands that could adversely affect the Company and, thus, the non-rescinding investors. Inasmuch as the basis for relying on exemptions is factual, depending on the Company’s conduct and the conduct of persons contacting prospective investors and making the Offering, the Company will not receive a legal opinion to the effect that this offering is exempt from registration under any federal or state law. Instead, the Company will rely on the operative facts as documented as the Company’s basis for such exemptions.

We may experience investment delays.

There may be a delay between the time an investor’s subscription is accepted by the Company and the time the proceeds of this offering are deployed. During these periods, the Company may invest these proceeds in short-term certificates of deposit, money-market funds, or other liquid assets with FDIC-insured and/or NCUA-insured banking institutions, which will not yield a return as high as if deployed towards real estate.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under these Agreements.

Investors in this offering will be bound by the Subscription Agreement, which includes a provision under which investors waive the right to a jury trial of any claim, other than claims arising under federal securities laws, that they may have against the Company arising out of or relating to these agreements. By signing the Subscription Agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If you bring a claim against the Company in connection with matters arising under the Subscription Agreement, other than claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

If we are required to register any Shares under the Exchange Act, it would result in significant expense and reporting requirements that would place a burden on the Company.

Subject to certain exceptions, Section 12(g) of the Exchange Act requires an issuer with more than $10 million in total assets to register a class of its equity securities with the Commission under the Exchange Act if the securities of such class are held of record at the end of its fiscal year by more than 2,000 persons or 500 persons who are not “accredited investors.” To the extent the Section 12(g) assets and holders limits are exceeded, we intend to rely upon a conditional exemption from registration under Section 12(g) of the Exchange Act contained in Rule 12g5-1(a)(7) under the Exchange Act (the “Reg. A+ Exemption”), which exemption generally requires that the issuer (i) be current in its Form 1-K, 1-SA and 1-U filings as of its most recently completed fiscal year end; (ii) engage a transfer agent that is registered under Section 17A(c) of the Exchange Act to perform transfer agent functions; and (iii) have a public float of less than $75 million as of the last business day of its most recently completed semi-annual period or, in the event the result of such public float calculation is zero, have annual revenues of less than $50 million as of its most recently completed fiscal year. If the number of record holders of any Series of Interests exceeds either of the limits set forth in Section 12(g) of the Exchange Act and we fail to qualify for the Reg. A+ Exemption, we would be required to register such Series with the Commission under the Exchange Act. If we are required to register any Series of Interests under the Exchange Act, it would result in significant expense and reporting requirements that would place a financial burden on the Company and a time burden on our management.

Our management team has limited experience managing a publicly reporting company.

Our sole officer and director has no experience managing a publicly reporting company, interacting with public investors, and complying with the increasingly complex laws pertaining to Regulation A reporting companies. Our management team may not successfully or efficiently manage our transition to being a publicly reporting company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition, and results of operations.

Risks Related to our Business

Since we have no operating history, it is difficult for potential investors to evaluate our business.

Our lack of operating history may hinder our ability to successfully meet our objectives and make it difficult for potential investors to evaluate our business or prospective operations. As a start-up company, we are subject to all the risks inherent in the financing, expenditures, operations, complications and delays inherent in a new business. Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We may not be able to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts and could cause our business to fail.

We expect to need additional funding in the future to pursue additional product development and launch and commercialize our products. There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we may need to reduce, defer, or cancel additional product development or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition, and results of operations.

If we are unable to raise capital when needed or on attractive terms, we could be forced to delay future expansion efforts. Any of these events could significantly harm our business, financial condition, and prospects.

We are reliant on the efforts of William Tooley.

William Tooley is our sole officer and director, and the loss of Mr. Tooley or inability to hire other key personnel could harm our business. We believe our success has depended, and continues to depend, on the efforts and talents of Mr. Tooley, whose expertise could not be easily replaced if we were to lose his services. In addition, Mr. Tooley is the sole owner of the entity from which we license technology and purchase our machines, the loss of which would have material negative impact on our business.

Market and price risks pose significant challenges for cheese dairy farms, impacting their economic viability and sustainability. 

Fluctuations in market demand for dairy products, driven by changing consumer preferences and external factors, can lead to uncertainty in sales and revenue. Additionally, the volatility in milk and cheese prices exposes farmers to financial unpredictability, affecting their profitability and ability to cover production costs. Factors such as global economic conditions, geopolitical events, and trade policies can contribute to sudden shifts in market dynamics, influencing the value of dairy products. To navigate these risks, we must employ strategic planning, diversify our specialty cheese offerings, and establish strong relationships with buyers and distributors. Continuous monitoring of market trends, participation in risk management programs, and the development of flexible pricing strategies are essential for us to mitigate the impact of market and price risks, ensuring the long-term success of our cheese dairy operations.

Cheese dairy farming is inherently tied to the dynamic landscape of consumer preferences, and the risk of rapid changes in these preferences can significantly impact the industry. 

Consumer tastes and preferences for cheese varieties, production methods, and even sourcing practices can evolve due to factors such as health trends, cultural shifts, or marketing influences. For example, an increased demand for certain types of artisanal or specialty cheeses may emerge, prompting us to adapt their production processes or diversify our product lines. Failure to adapt to changing preferences could result in decreased revenue and possibly a total failure of the business. Risk lies in the potential for a sudden decline in demand for a particular type of cheese or an unexpected surge in interest in a new variety, catching us off guard. This volatility can lead to surplus inventory, price fluctuations, and challenges in meeting consumer expectations. To mitigate this risk, cheese dairy farms must stay attuned to market trends, invest in research and development, and maintain flexibility in their production processes. Failing to engage with consumers through feedback mechanisms and market research could lead to a slow response to changing preferences, thereby causing us to lose a competitive edge in the industry.

Weather and climate risks present significant challenges to our operations, as they directly impact various aspects of the production process.

Unpredictable weather patterns, such as extreme temperatures, droughts, floods, or storms, can affect the quality and quantity of forage and feed crops essential for dairy cattle nutrition. Heat stress on dairy cattle during periods of high temperatures can lead to reduced milk production and compromised animal health. Additionally, adverse weather conditions can disrupt the transportation of feed, affecting the availability and affordability of essential resources for the farm. Climate change introduces long-term uncertainties, including shifts in precipitation patterns, altered growing seasons, and increased frequency of extreme weather events. These changes pose a threat to the stability and resilience of cheese dairy farming systems. If we fail to adapt management practices, or fail to invest in climate-resilient infrastructure, and implement strategies to mitigate the impact of weather-related challenges, our revenues could be harmed.

Disease and health risks are paramount concerns in the realm of cheese dairy farming, as the well-being of dairy cattle directly correlates with milk quality and production.

Outbreaks of contagious diseases among the herd pose a significant threat, potentially leading to a decline in milk yield, compromised product quality, and financial losses. Maintaining a robust health management program is essential to prevent and control diseases through vaccination, regular veterinary check-ups, and biosecurity measures. Moreover, the risk of antibiotic residues in milk represents a crucial aspect of health management. Inappropriate use of antibiotics or failure to adhere to withdrawal periods can result in contaminated milk, which not only jeopardizes the health of consumers but also undermines the reputation of the dairy farm. Strict adherence to proper treatment protocols, monitoring of milk quality, and effective record-keeping are vital components of mitigating this risk. If we fail to prioritize animal welfare, invest in preventive healthcare measures, and stay informed about emerging diseases our herd could suffer illness and losses due to death. Quick and decisive action in response to potential outbreaks is critical to safeguarding the overall health of the herd and, by extension, the success and reputation of our cheese dairy farm.

Feed and nutrition risks are pivotal considerations in cheese dairy farming, as the health and productivity of dairy cattle hinge on a well-balanced and nutritious diet. 

The availability, quality, and cost of feed are central factors that directly impact milk production and overall farm profitability. One significant risk is the fluctuation in the supply and cost of feed ingredients, including grains, forages, and supplements. Variability in weather conditions can affect crop yields, leading to potential shortages and increased feed prices. Climate-related events such as droughts or floods may further exacerbate these challenges, impacting the overall nutritional content of the feed. Ensuring optimal nutrition for dairy cattle is critical for maintaining milk quality and quantity. Inadequate nutrition can lead to reduced milk production, compromised animal health, and increased susceptibility to diseases.

Regulatory and compliance risks play a significant role in the operation of cheese dairy farms, as adherence to various laws, standards, and regulations is crucial for ensuring the safety and quality of dairy products.

Failure to comply with these requirements can lead to legal consequences, financial penalties, and damage to the reputation of the dairy farm. Several key regulatory and compliance risks are associated with cheese dairy farming:

Food Safety Standards: Cheese dairy farms must comply with strict food safety standards and regulations to ensure the production of safe and hygienic dairy products. Failure to meet these standards can result in product recalls, legal actions, and loss of consumer trust.

Environmental Regulations: Farms need to adhere to environmental regulations governing waste management, water usage, and land conservation. Failure to comply with these regulations can lead to fines, legal actions, and negative environmental impacts.

Animal Welfare Standards: Compliance with animal welfare regulations is essential to ensure the humane treatment of dairy cattle. Violations of these standards can result in legal consequences, public outcry, and damage to the farm’s reputation.

Labeling and Packaging Requirements: Proper labeling and packaging of dairy products are essential to meet consumer expectations and regulatory standards. Misleading or inaccurate labeling can lead to legal consequences and loss of consumer trust.

Milk Quality Standards: Meeting established standards for milk quality is crucial for the production of high-quality cheese. Failure to comply with these standards can result in rejected shipments, financial losses, and reputational damage.

Zoning and Land Use Regulations: Farms must adhere to local zoning and land use regulations, which may impact the expansion or modification of the farm. Non-compliance with these regulations can lead to legal challenges and operational restrictions.

Failing to engage with regulatory agencies, participating in industry associations, and seeking legal counsel when necessary could lead to violations of the above-described regulatory requirements and could be detrimental to our operations.

Labor risks are a significant consideration in the realm of cheese dairy farming, impacting the overall efficiency, productivity, and well-being of the farm.

Several key labor-related challenges are associated with this type of agricultural operation:

Skilled Labor Availability: Cheese dairy farms require skilled and knowledgeable labor for various tasks, including animal care, milking, and cheese production. The availability of skilled labor can be a challenge, especially in regions where there is competition for agricultural workers.

Labor Costs: Rising labor costs, influenced by factors such as minimum wage increases and changes in labor regulations, can impact the overall operational expenses of cheese dairy farms. Managing labor costs while ensuring fair compensation for workers is a delicate balance.

Employee Turnover: High turnover rates can disrupt farm operations, leading to training challenges and impacting the consistency of work quality. Retaining experienced and skilled employees is crucial for maintaining a smooth and efficient dairy farming operation.

Workforce Management: Effectively managing a diverse workforce with varying skill sets and responsibilities poses challenges. Farms need to ensure proper training, communication, and coordination among team members for seamless daily operations.

Workplace Safety: Dairy farming involves tasks that can be physically demanding and may pose safety risks. Implementing and enforcing safety protocols are essential to protect the well-being of farm workers and reduce the risk of accidents.

Seasonal Labor Requirements: Certain tasks on a cheese dairy farm, such as planting and harvesting feed crops or managing calving seasons, may require additional labor during specific times of the year. Managing seasonal fluctuations in labor needs is essential for efficient farm operations.

Compliance with Labor Laws: Staying compliant with labor laws and regulations, including those related to working hours, overtime pay, and employee benefits, is crucial. Non-compliance can result in legal consequences and financial penalties.

Financial risks are inherent in cheese dairy farming and can significantly impact the economic viability and sustainability of the operation.

Fluctuations in the prices of milk and dairy products can directly impact the revenue generated by cheese dairy farms. Market volatility is influenced by factors such as supply and demand dynamics, global economic conditions, and trade policies. The costs associated with inputs such as feed, veterinary care, and equipment can vary due to factors like weather conditions, market trends, and geopolitical events. Unpredictable input costs can affect the overall profitability of the dairy farm. Additionally, changes in interest rates can impact the cost of borrowing for operational expenses or expansion projects. Rising interest rates can increase the financial burden on farms with existing loans or those seeking financing for improvements. The availability of credit and financing is crucial for ongoing operations and capital investments in cheese dairy farming. Limited access to credit can constrain a farm’s ability to manage cash flow, expand, or navigate unexpected financial challenges. Moreover, inadequate or insufficient insurance coverage can leave a dairy farm vulnerable to financial losses resulting from events such as natural disasters, disease outbreaks, or accidents. Also, during economic downturns or recessions, consumer spending on dairy products may decrease, affecting market demand and prices. We may face reduced income and increased financial stress during these periods.

Cheese dairy farming, like any agricultural activity, carries certain environmental risks that can impact ecosystems, natural resources, and overall sustainability. 

Some key environmental risks associated with cheese dairy farming include:

Water Usage and Quality: Dairy farming requires significant water resources for livestock hydration, cleaning facilities, and crop irrigation. Overuse or contamination of water sources can lead to environmental degradation, affecting aquatic ecosystems and water quality.

Manure Management: Improper handling and disposal of manure can result in nutrient runoff, contaminating nearby water bodies and contributing to nutrient imbalances in the soil. Effective manure management practices, such as proper storage, application, and utilization as fertilizer, are crucial to minimize environmental impact.

Soil Erosion and Degradation: Intensive grazing and farming practices can contribute to soil erosion and degradation. This can lead to the loss of topsoil, reduction in soil fertility, and increased sedimentation in water bodies.

Greenhouse Gas Emissions: Livestock, including dairy cattle, produce methane, a potent greenhouse gas. While dairy farms contribute to emissions, sustainable practices such as manure management, efficient feeding, and reforestation efforts can help mitigate their environmental footprint.

Land Use Change: Expansion of dairy farming operations may lead to deforestation or conversion of natural habitats into agricultural land. This can result in loss of biodiversity, disruption of ecosystems, and a reduction in carbon sequestration capacity.

Chemical Inputs: The use of agrochemicals, such as fertilizers and pesticides, can contribute to soil and water pollution if not managed properly. Implementing sustainable and organic farming practices can help minimize the environmental impact of chemical inputs.

Energy Consumption: Dairy farms require energy for various operations, including milking, cooling, and processing. The use of non-renewable energy sources contributes to carbon emissions. Implementing energy-efficient technologies and transitioning to renewable energy sources can help mitigate this risk.

Climate Change Impact: Climate change poses a long-term environmental risk, with potential impacts on temperature, precipitation patterns, and the frequency of extreme weather events. Dairy farms need to adapt to changing climate conditions and implement resilient practices.

Market access and distribution risks are critical considerations for cheese dairy farming, influencing the reach and success of our products in the marketplace.

Our ability to efficiently connect with consumers and distributors can be impacted by several factors. Dependence on a limited number of buyers or distributors exposes farms to the risk of market concentration, where changes in the preferences or decisions of a few key players can significantly affect sales and profitability. Moreover, challenges in the distribution chain, including transportation and logistics issues, can lead to delays and disruptions in getting dairy products to market. Changes in market access or trade policies, whether domestically or internationally, may also pose risks by altering the competitive landscape or imposing regulatory constraints. We must diversify our distribution channels, establish strong and diversified relationships with buyers, and stay informed about market trends and regulatory developments. Failure to do so could harm our operations and profitability.

Technology and equipment risks in dairy cheese farming highlight the potential challenges associated with the adoption and reliance on advanced tools and machinery.

While technological innovations offer opportunities to enhance efficiency, improve production processes, and increase yields, they also introduce specific risks that we must navigate. Dependance on complex machinery and automation systems creates vulnerabilities, as equipment breakdowns or malfunctions can disrupt operations, leading to production delays and financial losses. Additionally, the rapid pace of technological evolution may render existing equipment obsolete, requiring substantial investments in upgrades or replacements. Furthermore, the integration of technology necessitates a skilled workforce, and the lack of trained personnel can pose operational challenges. Cybersecurity risks are also a concern, as modern farms increasingly rely on data-driven technologies that may be susceptible to breaches.

We face the challenge of emerging risks that stem from various factors, including technological advancements, evolving consumer preferences, and global changes.

The rapid pace of technological innovation introduces both opportunities and risks for dairy farms. Automation in milking and data-driven farm management systems can enhance efficiency, but the adoption of new technologies also requires significant investment and adjustment. Additionally, shifting consumer preferences, influenced by health trends or ethical considerations, pose a risk as they can impact demand for specific types of cheese or production methods. Emerging diseases and zoonotic threats also pose risks, necessitating robust biosecurity measures to protect the health of dairy cattle and ensure the safety of dairy products. Global events such as pandemics, economic crises, or geopolitical shifts can introduce uncertainties affecting market dynamics and trade relationships.

In addition to operating cheese dairy farms, the Company will be processing specialty cheeses onsite. Quality control is of paramount importance in cheese processing to ensure the consistent production of safe, flavorful, and high-quality products.

One significant challenge in this process is the inherent variability in raw materials, primarily milk, which can impact the composition and characteristics of the final cheese. Fluctuations in milk quality, attributed to factors such as the diet of dairy cattle, seasonal variations, and regional differences, pose a risk to uniform product quality. Uniquely, our Company will be processing our cheese using the milk we produce. However, there are still risks that the quality of milk we produce may not be high quality due to farming issues. Stringent quality control measures are essential at every stage of cheese processing, from milk collection to the final packaging. These measures involve rigorous testing for factors like moisture content, fat levels, pH, and microbial activity. Any deviation from established quality parameters can lead to rejected batches, production delays, and potential damage to the reputation of the cheese processor. To address these challenges, we must invest in expensive advanced testing technologies, robust sanitation practices, and comprehensive training programs for personnel involved in quality control. A failure in any of these areas could result in a low-quality product that we may not be able to sell, or sell at a profitable price.

Microbial contamination is a critical concern in cheese processing, posing potential risks to product safety and quality.

Throughout the various stages of cheese production, from milk collection to the aging process, the environment provides ample opportunities for the introduction of harmful microorganisms. Bacteria, yeasts, and molds can affect the flavor, texture, and safety of cheese.

Raw Milk Contamination: The initial stage of cheese processing involves raw milk, which may carry bacteria such as Salmonella, Escherichia coli (E. coli), or Listeria. Effective pasteurization is crucial to eliminate pathogenic bacteria, ensuring the safety of the final product.

Cultures and Starters: Beneficial cultures and starters are often introduced to milk to initiate fermentation and influence the flavor profile of the cheese. However, unintended microbial contaminants may compromise the intended microbial composition, affecting the taste and texture of the cheese.

Cross-Contamination: During processing, the equipment, surfaces, and the environment can become sources of cross-contamination. Inadequate sanitation practices may lead to the transfer of undesirable microorganisms from one batch to another.

Aging Environments: Cheese aging, an essential step in the production of certain varieties, provides an environment conducive to the growth of specific molds and bacteria that contribute to the unique characteristics of the cheese. However, the risk of undesirable microbial contamination is inherent during this period.

Effective control measures are employed to mitigate microbial contamination risks in cheese processing:

Good Manufacturing Practices (GMP): Strict adherence to GMP ensures sanitary conditions throughout the production facility, minimizing the risk of contamination.

Hazard Analysis and Critical Control Points (HACCP): Implementing HACCP systems allows for the identification and control of critical points in the production process, reducing the risk of microbial hazards.

Proper Sanitation: Thorough and regular cleaning of equipment, utensils, and production areas is crucial to prevent the growth and spread of harmful microorganisms.

Microbial Testing: Routine microbial testing of raw materials, intermediate products, and finished cheeses helps identify and address potential contamination issues before they escalate.

Temperature and Humidity Control: Maintaining specific environmental conditions during processing and aging inhibits the growth of undesirable microorganisms.

Failure by us to integrate these measures may lead to microbial contamination, which could lead to the required destruction of the product, costly recalls, and damage to our brand.

Equipment breakdowns pose significant challenges in cheese processing, potentially leading to production disruptions, increased downtime, and financial losses.

The machinery used in cheese processing facilities, such as pasteurizers, curd cutters, presses, and packaging equipment, undergoes rigorous use and must function seamlessly to maintain operational efficiency. Regular equipment maintenance is essential to prevent breakdowns and ensure the longevity of processing machinery. Scheduled inspections, lubrication, and replacement of worn parts contribute to the proactive management of equipment health. However, despite meticulous maintenance efforts, unexpected breakdowns can occur, impacting production schedules and causing delays.

A robust maintenance strategy involves a combination of preventive and predictive measures. Preventive maintenance addresses routine tasks to keep equipment in optimal condition, while predictive maintenance relies on monitoring technologies to detect potential issues before they escalate. In the event of a breakdown, swift and efficient repairs are crucial to minimizing downtime, but can also be costly. Failure to maintain an inventory of critical spare parts, and have access to skilled technicians who can swiftly address and rectify equipment failures may lead to delays in production and loss of revenue. Investing in state-of-the-art equipment with built-in diagnostic features and automation capabilities can enhance the efficiency of maintenance efforts but at a cost. Typically this equipment is more expensive to maintain and replace and requires regular training for personnel on equipment operation and maintenance procedures are essential to ensure that staff can identify early signs of issues and respond appropriately.

Allergen management is a critical aspect of cheese production to ensure the safety of consumers with food allergies. 

Common allergens in cheese production include milk proteins, specifically casein and whey. Managing allergens effectively involves implementing rigorous protocols throughout the production process. Careful selection and verification of raw materials, especially milk and any additional ingredients, are crucial. Suppliers must provide accurate allergen information, and periodic audits may be conducted to verify the integrity of the supply chain. Establishing clear separation between allergen-containing and allergen-free production areas is essential. Dedicated equipment, utensils, and storage facilities help prevent cross-contact, minimizing the risk of allergen contamination. Rigorous cleaning procedures are implemented to eliminate allergen residues from equipment and surfaces between different production runs. Using validated cleaning agents and methods ensures the effective removal of allergenic proteins. Careful scheduling of production runs can help prevent cross-contact. Producing batches with allergens last in the schedule reduces the risk of unintentional contamination in subsequent allergen-free batches. Thorough training of staff on allergen management practices is essential. Employees should be educated on the importance of preventing cross-contact, proper cleaning procedures, and the significance of accurate labeling. Regular testing of finished products and production surfaces for allergen residues is an important verification step. This helps ensure that the implemented allergen management protocols are effective in preventing contamination. Transparent and accurate labeling is crucial for informing consumers about potential allergens in the product. Clear allergen statements on packaging help individuals with allergies make informed choices. Establishing robust traceability systems allows for swift identification and isolation of products in the event of a recall. Efficient recall procedures are crucial to minimize the impact on consumers and the reputation of the cheese producer. Staying compliant with food safety regulations and labeling requirements related to allergens is fundamental. Regular updates on regulatory changes and continuous monitoring of industry standards are essential components of allergen management.

In addition to selling specialty cheeses, we intend to sell fertilizer produced as a byproduct of our operations, which presents certain risks.

The sale of cow fertilizer involves certain risks that should be carefully managed to ensure both environmental sustainability and business success. Some key risks associated with the sale of cow fertilizer include the following:

Nutrient Imbalance and Overuse: Cow manure, while rich in nutrients, can vary in composition. Improper application without adequate testing and monitoring may lead to nutrient imbalances in the soil. Overuse of fertilizer can contribute to environmental issues such as nutrient runoff, groundwater contamination, and soil degradation. The Company could be subject to complaints from customers who improperly or overuse the product.

Environmental Regulations: The sale of cow fertilizer is subject to environmental regulations governing the use of organic and inorganic nutrients. Non-compliance with these regulations can result in legal consequences, fines, and damage to the reputation of the fertilizer supplier.

Pathogen Contamination: Cow manure may contain pathogens such as E. coli or Salmonella, which pose risks to human health. If not properly treated or processed, these pathogens can persist in the fertilizer, potentially causing contamination of crops and posing health risks to consumers.

Odor and Aesthetic Concerns: The storage, handling, and application of cow fertilizer can generate unpleasant odors. Odor concerns may lead to complaints from nearby residents, affecting community relations and potentially triggering regulatory actions.

Logistical Challenges: The transportation and storage of cow fertilizer requires proper infrastructure and adherence to safety regulations. Improper handling can lead to spills, accidents, and logistical challenges, impacting both the safety of workers and the efficiency of operations.

Market Demand and Price Volatility: The market for cow fertilizer may be influenced by factors such as shifts in agricultural practices, changes in consumer preferences for organic products, and global economic conditions. Fluctuations in market demand and price volatility can have an impact on the profitability of the fertilizer business.

Competition and Brand Perception: The fertilizer market is competitive. The Company may face fierce competition and may have trouble competing in the market since the product is not the Company’s main focus. In addition, maintaining a positive brand perception is crucial. Negative publicity related to environmental incidents, product safety issues, or regulatory violations can harm the reputation of the fertilizer supplier and affect market share.

Technological Advances: Advances in technology, including the development of synthetic fertilizers or alternative organic fertilizers, may impact the demand for cow fertilizer. Staying abreast of technological trends and continuously innovating products may be necessary to remain competitive.

We may resale some of our Jersey milk cows. The sale of milk cows involves various risks that farmers and sellers must navigate to ensure a successful and ethical transaction.

The health of milk cows is paramount, and there is a risk of selling animals that may have undetected health issues or contagious diseases. Buyers may incur significant veterinary costs or experience herd health challenges if they unknowingly purchase cows with health issues. Furthermore, inaccurate, or incomplete information about the health history, production records, and breeding status of milk cows can lead to misunderstandings and disputes between buyers and sellers. Providing transparent and accurate information is crucial to build trust in the transaction. Buyers may expect certain genetic qualities or production potential from the milk cows they purchase. If the actual performance falls short of expectations, it can lead to dissatisfaction, reduced productivity, and financial losses for the buyer. In addition, compliance with regulations related to animal health, transportation, and documentation is essential. Failure to adhere to these regulations can result in legal consequences, fines, and damage to the reputation of the seller. The market for milk cows can be subject to fluctuations influenced by factors such as changes in milk prices, demand for specific breeds, or broader economic conditions.

We may face challenges in predicting market trends and achieving desired prices. The transportation of milk cows carries inherent risks, including injuries during transit and stress-related health issues. We must ensure compliance with transportation regulations and take measures to minimize stress and injury risks. Ethical and humane treatment of animals is increasingly important to consumers. Negative publicity related to poor animal welfare practices can harm the reputation of the seller and lead to decreased demand for their products. Additionally, the terms of the sale agreement, including warranties, guarantees, and conditions, need to be clearly defined to avoid potential disputes. Ambiguities in contracts can lead to disagreements between buyers and sellers.

We intend to offer beef production sold as baby beef or veal. Beef production, like any agricultural activity, involves various risks that can impact the overall sustainability, profitability, and well-being of the operation.

The risks will be similar to those with our cheese dairy farming. We may be subject to fluctuations in beef prices which can be influenced by factors such as supply and demand dynamics, global economic conditions, and trade policies. We may face challenges in predicting market trends and achieving desired prices for their cattle. In addition, the cost of feed, including grains and forages, is a significant expense in beef production. Fluctuations in feed prices due to factors like weather conditions and market trends can impact overall production costs. Adverse weather conditions, such as droughts, floods, or extreme temperatures, can affect the availability and quality of forages and impact cattle health. Climate change introduces uncertainties related to long-term weather patterns and resource availability. Cattle are susceptible to various diseases, and outbreaks can lead to significant economic losses. Biosecurity measures, vaccination programs, and prompt veterinary intervention are crucial for disease prevention and control. Compliance with regulations related to animal health, welfare, and environmental stewardship is essential. Non-compliance can result in legal consequences, fines, and reputational damage to the beef producer. Selecting and managing breeding stock is critical for maintaining herd quality. Genetic disorders, fertility issues, and reproductive challenges can impact the productivity of the herd. Beef production requires labor for various tasks, including feeding, health monitoring, and calving assistance. Dependence on a limited labor pool or challenges in finding skilled workers can affect the efficiency of daily operations. Changes in consumer preferences, concerns about animal welfare, and environmental sustainability can impact market demand for beef. Producers need to stay attuned to consumer trends and adjust production practices accordingly. Sustainable land and resource management practices are essential for long-term viability. Overgrazing, soil degradation, and resource depletion can have lasting impacts on the ecosystem and the productivity of the land. Beef producers engaged in international trade may be exposed to risks associated with changes in trade policies, tariffs, and market access. Political and economic developments can impact the export and import of beef products.

We expect to face intense competition, often from companies with greater resources and experience than we have.

Our industry is highly competitive and subject to rapid change. The industry continues to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than we have. Some have more experience than we have in the development of products. In addition, large and well-established competitors will have greater marketing and sales experience and capabilities than we or our partners have. If we are unable to compete successfully, we may be unable to grow and sustain our revenue. We are subject to the risk of future competing products. Even if we are successful in creating brand recognition and market share for our products, if higher quality products or products more successfully marketed emerge in the market, they may be perceived to be superior by consumers, and it could have a material adverse effect on us.

Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity, and financial condition.

Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guarantee that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity, and financial condition.

We intend to grow the size of our organization, and we may experience difficulties in managing any growth we may achieve.

As our plans and strategies develop, we expect to create additional farm processing plants and will need additional research, development, managerial, operational, sales, marketing, financial, accounting, legal, and other resources. Future growth would impose significant added responsibilities on members of management. Our management may not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth, if any, and successfully growing the Company.

We may expend our limited resources to pursue a particular product and may fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success.

Because we have limited financial and managerial resources, we have focused our efforts on specialty cheese products. As a result, we may forego or delay the pursuit of opportunities with other products that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Any failure to improperly assess potential products could result in missed opportunities and/or our focus on products with low market potential, which would harm our business and financial condition.

We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.

We have entered, and may continue to enter, into transactions with related parties for financing, corporate, business development, equipment and operational services, as detailed herein. Such transactions may not have been entered into on an arm’s-length basis, and we may have achieved more or less favorable terms because such transactions were entered into with our related parties. Such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors, which could have a material adverse effect on our liquidity, results of operations and financial condition. Specifically, we intend to buy machinery from a company controlled by our sole officer and director, from which he will receive benefit and encounter conflicts of interest should there be a dispute between the Company and seller.

Any inability to protect our intellectual property rights could reduce the value of our technologies and brands, which could adversely affect our financial condition, results of operations and business.

Our business is dependent on our trademarks, trade secrets, copyrights, and other intellectual property rights. There is a risk of certain valuable trade secrets being exposed to potential infringers. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business reputation or our ability to compete. In addition, protecting intellectual property rights is costly and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property and/or counterfeiting of our products, we could lose potential revenue, experience diminished brand reputation, and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business.

We could be subject to costly claims related to our products and general litigation claims.

Since our products are intended for human consumption, we face the risk that the use of our products may result in sickness or injury to people. An individual may bring a claim against us alleging that one of our products causes, or is claimed to have caused, illness or is found to be unsuitable for consumer consumption. Any claim brought against us, with or without merit, could result in:

• the inability to continue to sell our products;
• damage to our brand;
• decreased demand for our products;
• regulatory investigations that could require costly recalls;
• loss of revenue;
• substantial costs of litigation;
• liabilities that substantially exceed our liability insurance, which we would then be required to pay ourselves;
• an increase in our liability insurance rates or the inability to maintain insurance coverage in the future on acceptable terms, if at all;
• the diversion of management’s attention from our business;
• and damage to our reputation and the reputation of our products.

Claims may subject us to the foregoing and other risks, which could have a material adverse effect on our business, results of operations, financial condition, and prospects.

We are also subject to various litigation matters from time to time, the outcome of which could have a material adverse effect on our business, financial condition, and results of operations. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws, including but not limited to consumer protection laws, tort laws, environmental laws, intellectual property laws, privacy laws, labor and employment laws, securities laws, and employee benefit laws. Claims may also arise out of actual or alleged breaches of contract or other actual or alleged acts or omissions by or on behalf of us. These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business. Even if we are successful in defending against legal claims, litigation could result in substantial costs and demand for management resources.

If we fail to comply with government laws and regulations, it could have a materially adverse effect on our business.

We are subject to federal, state, and local laws and regulations, specifically those related to the creation and sale of food products for human consumption, and may become subject to additional laws and regulations in the future. We exercise care in structuring our operations to comply in all material respects with applicable laws to the extent possible. We will also take such laws into account when planning future operations. In the event of a determination that we are in violation of such laws, rules, or regulations, or if further changes in the regulatory framework occur, any such determination or changes could have a material adverse effect on our business. There can be no assurance, however, that we will not be found in noncompliance in any particular situation.

We may not maintain sufficient insurance coverage for the risks associated with our business operations.

Risks associated with our business and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel, risks posed by natural disasters, risks of lawsuits from our employees, and risks of lawsuits from customers who are injured from or dissatisfied with our products. Any of these risks may result in significant losses. We cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.

Our ability to service our indebtedness will depend on our ability to generate cash in the future.

Our ability to make payments on our indebtedness, if any, will depend on our ability to generate cash in the future. Our ability to generate cash is subject to general economic and market conditions and financial, competitive, legislative, regulatory, and other factors that are beyond our control. Our business may not generate sufficient cash to fund our working capital requirements, capital expenditure, debt service and other liquidity needs, which could result in our inability to comply with financial and other covenants contained in our debt agreements, our being unable to repay or pay interest on our indebtedness, and our inability to fund our other liquidity needs. If we are unable to service our debt obligations, fund our other liquidity needs and maintain compliance with our financial and other covenants, we could be forced to curtail our operations, our creditors could accelerate our indebtedness and exercise other remedies and we could be required to pursue one or more alternative strategies, such as selling assets or refinancing or restructuring our indebtedness. However, such alternatives may not be feasible or adequate.

Our business may be subject to increased costs due to excess inventories and a decline in profitability as a result of increasing pressure on margins if we misjudge the demand for our products.

If we misjudge the market for our products, or demand for our products is impacted by an unforeseen factor, such as a pandemic, we may be faced with significant excess inventories. If that occurs, we may be forced to rely on destruction, donation, markdowns, or promotional sales to dispose of excess or slow-moving product, which may negatively impact our gross margin, overall profitability, and efficacy of our brands.

We could experience delays or production issues at our farm facilities that could harm our business.

Some of the challenges we may experience at our farm facilities include but are not limited to insufficient production capacity to meet growing demand, errors in making products to our specifications, inability to obtain sufficient materials for production, poor quality control, failure to meet deadlines, increases in operational costs and failure to properly use our intellectual property. Any occurrence that could require our farms to shut down, suspend production or otherwise discontinue operations could have a materially negative impact on our manufacturing and could harm our business.

The success of our business relies heavily on our integrity in the industry and our ability to respond to changing industry trends in a timely manner.

A negative impression within the industry and/or our customer base of our price integrity, product integrity, product quality, executive leadership, customer service, and or marketing could negatively affect demand for our products. Furthermore, our products may be subject to rapidly changing trends and consumer preferences. If we do not anticipate and respond promptly to changing customer preferences and trends, our sales and results of operations may be negatively impacted. Our success also depends in part on our creating compelling marketing campaigns that appeal to our customers.

Our business is subject to computer system disruption and cyber security threats, including a personal data or security breach, which could damage our relationships with our customers, harm our reputation, expose us to litigation and adversely affect our business.

We depend on digital technologies for the successful operation of our business, including corporate email communications to and from employees, customers, stores and vendors, the production and distribution of our finished goods, digital marketing efforts, collection and retention of customer data, employee and vendor information, the processing of credit card transactions, online e-commerce activities and our interaction with the public in the social media space. As part of our business model, we collect, retain, and transmit confidential information over public networks. In addition to our own databases, we may use third party service providers to store, process and transmit this information on our behalf. We cannot control third parties and cannot guarantee that a personal data or security breach will not occur in the future either at their location or within their systems. Any misappropriation of confidential or personal information gathered, stored, or used by us, be it intentional or accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our relationships with our customers, employees and investors. We may also incur significant costs implementing additional security measures to protect against new or enhanced data security or privacy threats, or to comply with current and new state, federal and international laws governing the unauthorized disclosure of confidential and personal information which are continuously being enacted and proposed. We could also face sizable fines, significant breach containment and notification costs to supervisory authorities and the affected data subjects, and increased litigation as a result of cyber security or personal data breaches.

Unforeseen or recurring operational problems at our manufacturing facility, or a catastrophic loss of our manufacturing facility, may cause significant loss or delayed production and adversely affect the results of operations.

If our farm facility is damaged or shutdown, it may delay or completely stop production depending on the extent of the damage or reason for the shutdown. Those periods could range from several days to several weeks or longer. Any disruption in operations at the facility could cause a significant loss of production, delays in our ability to produce our products and adversely affect the results of operations and negatively impact our customers.

We are dependent on our suppliers, and the inability of these suppliers to deliver necessary supplies and volumes acceptable to us could have a material adverse effect on our financial condition and operating results.

Our operations and processing of our products require materials which we source from suppliers. Any significant unanticipated demand or delays with our suppliers could require us to procure additional supplies in a short amount of time. There is no assurance that we will be able to secure additional or alternative sources of supply for our operations. If we encounter unexpected difficulties or delays with key suppliers, and if we are unable to fill these needs from other suppliers, we could experience delays and potential loss of revenue.

There is no assurance that suppliers will ultimately be able to meet our cost, quality, and volume needs. Furthermore, as the scale of our operations increases, we will need to accurately forecast, purchase, and transport to our farms at much higher volumes than we have experience with. If we are unable to accurately match the timing and quantities of purchases to our actual production capabilities, or successfully implement automation, inventory management and other systems to accommodate the increased complexity in our supply chain, we may have to incur unexpected storage, transportation and write-off costs related to inventory obsolescence, which could have a material adverse effect on our financial condition and operating results.

We will be almost entirely dependent upon revenue generated from a limited number of products in the near term, and our future success will be dependent upon our ability to achieve market acceptance of our product offerings.

We will be processing and selling specialty cheeses. There can be no assurance that we will be able to create brand recognition and market share with our products or that we will be able to competitively price our products. Failure to be able to do so could result in a total loss to investors.

We may experience in the future significant delays or other complications in the design, manufacture, launch and production ramp of our products, which could harm our brand, business, prospects, financial condition and operating results.

We may experience future launch, manufacturing and production ramp delays or other complications in connection with our products. For example, we may underestimate the amount of time necessary for testing and design changes. Any significant additional delay or other complication in the production of our products or the development, manufacture, launch and production ramp of our future products, including complications associated with expanding our production capacity, supply chain or regulatory approvals, could materially damage our brand, business, prospects, financial condition and operating results.

We may not be able to accurately estimate the supply and demand for our products, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our supply requirements, we could incur additional costs or experience delays.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We will be required to provide forecasts of our demand to our suppliers several months prior to the scheduled delivery of products to our prospective customers. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt our operations.

We may be exposed to liability for infringing upon other companies’ intellectual property rights.

Our success, in part, is dependent on our ability to operate without infringing on others’ proprietary rights. While we are not aware of any patents and trademarks which would cause our products or their use to infringe the rights of any third parties, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to a great amount of time lost, in defending any patent or trademark infringement suits or in asserting any patent or trademark rights in a suit with another party.

The success of our business depends on attracting and retaining a large number of customers. If we are unable to do so, we may not be able to achieve profitability.

Our success depends on attracting a large number of potential customers to purchase our products. In addition, we will likely incur significant and sustained advertising and promotional expenditures. To date, we have no experience selling our products and we may not be successful in attracting and retaining a large number of customers. If, for any of these reasons, we are not able to attract and maintain customers, our business, prospects, financial condition, results of operations, and cash flows would be materially harmed.

We may be unable to adequately control the capital expenditures and costs associated with our business and operations.

We will require significant capital to develop and grow our business, including developing our cheese products. We expect to make additional capital expenditures and incur substantial costs including startup costs related to the farm and onsite processing facility. Our ability to become profitable in the future will not only depend on our ability to successfully operate and market our products but also to control our capital expenditures and costs. As we expand our farm portfolio, we will need to manage costs effectively to remain profitable. If we are unable to cost efficiently operate and expand operations, our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.

Our business plan is reliant upon the use of patented technology controlled by our sole officer, director, and shareholder.

Our business plan relies on the use of circulators which are patented and sold by a company affiliated with William Tooley, our CEO. If Mr. Tooley ends his relationship with the Company, and we are not able to source the needed circulators or we are otherwise unable to purchase the circulators, it could have a material adverse effect on the business, prospects, financial condition, results of operations, and cash flows if we are not able to find a similar piece of machinery to perform the liquid composting or otherwise pivot in our business plan.

We will be subject to those risk generally associated with the ownership of real estate.

We will own farmland and will be subject to general real estate risks which include, but are not limited, to the following: uninsured losses, natural disasters, condemnation, changes in the availability of debt financing and refinancing, changes in interest rates, real estate taxes, operating expenses, and other expenses, changes in utility rates, ongoing development, capital improvement, and repair requirements, risks and operating problems arising out of the presence or scarcity of certain construction materials, environmental claims arising in respect of real estate acquired with undisclosed or unknown environmental problems or as to which adequate reserves had not been established, physical destruction and depreciation of property and equipment, changes in availability and cost of insurance, acts of God, unexpected construction costs, increases in the costs of labor and materials, material shortages, illiquidity of real estate, future changes in land use and environmental laws and regulations, and potential governmental responses to pandemics.

EACH RISK DESCRIBED ABOVE MAY AFFECT THE MANAGEMENT, INVESTMENT, OR OTHER TRANSACTIONS RELATED TO THE COMPANY. FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH HEREIN, AN INVESTMENT IN SHARES INVOLVES A HIGH DEGREE OF RISK. ANY PERSON OR ENTITY CONSIDERING AN INVESTMENT IN SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND OTHER RISK FACTORS SET FORTH IN THIS MEMORANDUM.