DISCLAIMERS
Investing in any business involves risks, illiquidity, lack of dividends, loss of investment, dilution of shares, and should be done only as a part of a diversified portfolio. This presentation is targeted solely at investors who are sufficiently sophisticated to understand these risks and make their own investment decisions. This information has not been approved as a financial promotion, and you must carry out your own due diligence.
This presentation file is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of the Company’s confidential Offering Memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended
Accordingly, this presentation file does not constitute investment advice or counsel or solicitation for investment in any security. This presentation file does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever.
One Nation Estates Inc. (ONE) and One Nation Empower Realty Development Corp. (ONERDC) expressly disclaims all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained on the website, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
RISK FACTORS
An investment in our Common Stock involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this Offering Circular, before purchasing our Common Stock. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”
DESIGNS & IMAGES
All images, renderings, layouts, and illustrations used on this website are for illustrative and marketing purposes only. They do not constitute an offer, representation, warranty, or contract. Actual designs, finishes, specifications, dimensions, views, and landscaping may vary and are subject to change without prior notice at the discretion of the developer or as required by relevant authorities. Furniture, fixtures, appliances, and decorative items shown in the images are for demonstration only and may not be included in the final deliverables unless expressly stated in the purchase agreement. No representation or warranty, whether express or implied, is made by the developer or its agents as to the accuracy or completeness of any information provided. All statements and information contained herein are not to be regarded as statements of fact and are subject to verification by the buyer and investor. Prospective buyers and investors are advised to rely on official documents, approved plans, and agreements for accurate details. The developer reserves the right to make modifications as deemed necessary without prior notice.
Risks Relating to Our Financial Condition
We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing products, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need to engage in continued equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of our common stock. Any debt financing, we secure in the future, could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.
We may experience significant losses from operations.
Even if we do generate operating income in one or more quarters in the future, subsequent developments in our industry, customer base, business or cost structure or an event such as significant litigation or a significant transaction may cause us to again experience operating losses. We may not become profitable for the long-term, or even for any.
We may not be able to successfully secure good lands for future developments
We may not be able to successfully secure high-quality land parcels for future developments. A core component of our business strategy involves identifying, negotiating, and acquiring strategic land assets within the Philippines to support long-term development initiatives. However, this objective is subject to a range of risks and uncertainties, including but not limited to:
- Market Competition: Increasing demand for prime land from both local and international developers may limit our access to desirable locations.
- Regulatory and Legal Constraints: Changes in land use policies, zoning regulations, or ownership laws may impact our ability to acquire or develop targeted sites.
- Due Diligence and Title Risks: Land acquisition in the Philippines may involve complex title verification processes, potential disputes, or encumbrances that could delay or prevent successful transactions.
- Economic and Political Factors: Macroeconomic shifts, political developments, or changes in foreign investment policies may affect land availability or pricing.
- Community and Environmental Considerations: Local opposition, environmental restrictions, or heritage preservation requirements may limit development feasibility on certain sites.
While we remain committed to pursuing strategic land acquisitions that align with our growth vision and investment objectives, there is no assurance that we will be able to secure suitable properties in a timely, cost-effective, or legally sound manner. Investors should consider this risk when evaluating the long-term viability of our development pipeline and projected returns.
Risks Relating to The Company’s Securities
We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.
For our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTCQB. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
We do not expect to declare or pay dividends in the foreseeable future.
We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our Common Stock will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.
Our shares are subject to the penny stock rules, making it more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If the price of our Common Stock is less than $5.00, our Common Stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore stockholders may have difficulty selling their shares.
Cautionary Statement Regarding Forward-Looking Statements
This Offering Circular contains various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements may be impacted by several risks and uncertainties. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance considering all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our Securities. For a further discussion of these and other factors that could impact our future results, performance, or transactions, see the section entitled “Risk Factors.”
We are selling the shares of this offering without an underwriter and may be unable to sell any shares.
This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through the CEO of our Company and Servebank Financial Inc., (Servebank), both of whom will receive no commissions. There is no guarantee that our CEO or Servebank will be able to sell any of the shares. Unless they are successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.
FORWARD LOOKING STATEMENTS
The statements contained herein may contain certain forward-looking statements relating to One Nation Estates Inc. or “ONE” that are based on the beliefs of ONE as well as assumptions made by and information currently available to ONE’s management. These forward-looking statements are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include, without limitation, statements relating to ONE’s business prospects, future developments, trends and conditions in the industry and geographical markets in which ONE operates, its strategies, plans, objectives and goals, its ability to control costs, statements relating to prices, volumes, operations, margins, capital expenditures, overall market trends, risk management and exchange rates. When used herein, the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “going forward”, “intend”, “may”, “ought to”, “plan”, “project”, “seek”, “should”, “will”, “would” and similar expressions, as they relate to ONE or ONE’s management, are intended to identify forward-looking statements. These forward-looking statements reflect ONE’s views at the time such statements were made with respect to future events and are not a guarantee of future performance or developments. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. Actual results and events may differ materially from information contained in the forward-looking statements as a result of a number of factors, including any changes in the laws, rules and regulations relating to any aspects of ONE’s business operations, general economic, market and business conditions, including capital market developments, changes or volatility in interest rates, foreign exchange rates, equity prices or other rates or prices, the actions and developments of the ONE’s competitors and the effects of competition in the healthcare or related sectors, demand for, and price of, ONE’s products and services, various business opportunities that ONE may or may not pursue, changes in population growth and other demographic trends, including mortality, pandemics, morbidity and longevity rates, persistency levels, ONE’s ability to identify, measure, monitor and control risks in ONE’s business, including its ability to manage and adapt its overall risk profile and risk management practices, its ability to properly price its products and services, including capital expenditures and establish reserves for future policy benefits and claims, seasonal fluctuations and factors beyond ONE’s control. Subject to the requirements of the Listing Rules, ONE does not intend to update or otherwise revise such forward-looking statements, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, forward-looking events and circumstances discussed herein might not occur in the way ONE expects, or at all. Accordingly, you should not place reliance on any forward-looking information or statements. All forward-looking statements herein are qualified by reference to the cautionary statements set forth in this section