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Sandcastles Technology Inc.

Sandcastles Technology Inc.

Digital data and encrypted solutions designed to secure transmission of sensitive data and intellectual property over the internet

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Deal Type

Equity

Funding Goal

$500,000

Current Reservations

$15,000

Minimum Reservation

$5,000

Maximum Reservation

$500,000

Deal Stage

Series A

Pre-money Valuation

$10,000,000

Open Date

08/07/2018

Closing Date

10/08/2018

Elevator Pitch

Advanced solutions designed to effectively protect sensitive data and intellectual property on the internet

Company Overview

Headquartered in Los Angeles, CA, Sandcastles is preparing to set forth new standards in securely storing, sharing and transmitting data and intellectual property within the cyberspace --- preventing unauthorized users from accessing sensitive data, which is not only secured by one of the strongest encrypted protocols, but by advancements in how it authorizes and defines how the recipient can access, view, and/or manipulate the data, within the time limit assigned to the data by the sender.

Sandcastles technology is designed to build a secure environment inside any computer where information can be securely used and where it can be controlled by the provider. This secure environment has many means at its disposal to detect whether it has been compromised. If it has, the information never even travels to the computer and therefore remains secure. This provides an environment that can’t be hacked because the information only becomes available once the environment proves to be secure.


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What are other significant applications of this advanced protection?

Essentially, Sandcastles Technology can be utilized for the secure distribution of all emails, attachments, photos, videos, and sound files. It can also be used to establish secure peer-to-peer networks where emails, attachments, photos, videos, and sound files can be distributed. In both cases, the owner retains complete control of access rights: when, how long, how many times, etc. the content can be viewed.


Traction

  • Need to raise funding for the completion of the Sandcastles

    August, 2018
  • Balance of Sandcastles will add to our Secure EMail preventing user from Burning,Saving,Sending,Time Sensitive,and Screen Printing

    August, 2018
  • Built new website with Sandcastles software Download Installation

    July, 2018
  • Did our first Beta Testing

    January, 2018
  • Milestone #5 Completion of Microsoft Outlook Add-in This took a lot longer than expected but we did 35 O/S on Windows

    November, 2017
  • Milestone #4 Completion of Windows Service Software drivers

    June, 2017
  • Milestone #3 Completion of browser player

    April, 2017
  • Milestone # 2 Completion of internet portal including email notification system

    February, 2017
  • Milestone #1Database design initial portal, payment integration

    December, 2016
  • Kick off date for development

    September, 2016
  • U.S. Patent Issues

    January, 2010

Pitch Deck

Previous Funding

  • $275,000 Equity
  • Raise Source: Self
  • January 2009
  • $150,000 Equity
  • Raise Source: Investors
  • August 2016

Risks & Disclosures

The Shares being offered hereby are highly speculative and involve a high degree of risk. In evaluating an investment in the Company (sometimes referred to as “we” or “us”), prospective investors (sometimes referred to as “you”) should carefully consider the following Risk Factors in addition to the information set forth elsewhere in this Memorandum. These Risk Factors, which are by no means exhaustive, could affect your Shares, the future performance of the Company and its business and the accuracy of the forward-looking statements contained in this Memorandum.

RISKS RELATED TO THE OFFERING

There are Significant Transfer Restrictions on Your Shares and You May Not Be Able to Liquidate Your Investment. There will be substantial limitations on your ability to sell or transfer your Shares under the Subscription Agreement, the Stockholders Agreement and applicable federal and state securities laws. The shares will be considered restricted securities under federal securities laws and may not be sold or otherwise transferred unless they are registered under federal and applicable state securities laws or exemptions therefrom are available. The Subscription Agreement provides that the Shares are being purchased for investment purposes only and, as such, cannot be transferred if such transfer would violate applicable federal or state securities laws or jeopardize the Company’s reliance on securities laws exemptions. The Stockholders Agreement contains specific contractual restrictions and procedures that apply to any transfer of your Shares. The certificates evidencing the Shares will bear a legend restricting transfer, and you may need to deliver an opinion of counsel to the Company to effectuate any transfer. You must consider your purchase of the Shares in the Offering as a long-term illiquid investment acceptable only to investors who can afford to accept and bear the substantial risks of the investment for an indefinite period of time. No assurance can be given that you will ever be able to sell or otherwise transfer your Shares. See Investor Suitability Standards.

You Will Not Have any Participation Rights in Management. As a purchaser and a holder of the Shares, you will have no right to participate in the management or conduct of the business or affairs of the Company.

The Company Makes No Representations as to the Value of the Shares. The Company has a limited operating history on which to value its equity securities, and the offering price of the Shares bears no inherent relationship to the Company’s assets, book value, net worth, cash flows or any other generally recognized criteria of value. The offering price of the Shares was determined by management in reliance upon certain assumptions regarding the future growth of the Company’s business, the current status of the Company’s business, the Company’s prospects and future economic and market conditions. No assurance can be given that the assumptions on which the Company relied in determining the offering price will prove to be accurate. It is possible that the Company will, at some point in the future, issue equity securities based on a valuation of the Company that is lower than the valuation used to determine the offering price of the Shares. The Company may also choose to issue equity securities to strategic partners or investors in the future at a valuation that is lower than the valuation used to determine the offering price of the Shares. Finally, the Company may be sold in the future for a valuation that is lower than the valuation used to determine the offering price of the Shares.

Dividends or Other Distributions on the Shares are Highly Unlikely. The Company has not paid any dividends on its capital stock. Any future decision to pay cash dividends will be at the discretion of the Board of Directors and, in any event, will be dependent upon the Company’s financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. The Company does not anticipate making any cash dividends or other distributions to the stockholders in the immediate or foreseeable future.

Your Investment in the Shares will be diluted. The issuance of the Shares in the Offering will result in an immediate increase in the net tangible book value per outstanding share of Common Stock held by existing stockholders of the Company and an immediate and substantial dilution of the net tangible book value per Share. For this purpose, the net tangible book value per share represents the total amount of the Company’s tangible assets, less the total amount of liabilities, divided by the total number of shares outstanding, and dilution is determined by subtracting the net tangible book value per share after the Offering from the offering price per Share.

In addition, the Company may need to raise additional funds in the future to finance its operations. If the Company obtains capital in future offerings on a per-share basis that is less than the offering price per Share, the value of your Shares will likely be reduced. In addition, if the Company issues additional equity securities in a future offering and you do not participate in such offering, there will effectively be dilution in your percentage ownership interest in the Company.

The Company might in the future grant stock options or stock purchase rights to certain current or future officers, directors, employees and consultants of the Company under stock incentive plans or individual agreements. The exercise of these Awards, stock options and stock purchase rights will have the effect of diluting your ownership interests in the Company. Additional equity securities may also be issued by the Company in connection with other types of transactions, including shares issued as part of the purchase price for acquisitions of assets or other companies from time to time in connection with strategic partnerships or joint ventures, or as incentives to management or other providers of resources to the Company. Such additional issuances are likely to have the same dilutive effect.

The Company May Create Senior Classes or Series of Stock Without your Consent. The Company has the right to create classes or series of capital stock of the Company that are senior to the Shares in rights to dividend payments and rights upon the liquidation, dissolution or winding up of the Company, in each case without the consent of any holders of Shares. Accordingly, you will have no right or ability to preclude the Company from creating such additional classes or series of senior capital stock.

You Should Consult with your Tax Advisor Regarding Tax Considerations. In evaluating a purchase of Shares as an investment, you should consider the tax risks involved. All investors should understand that the tax consequences of an investment in the Shares are subject to change. The Company strongly encourages you to consult with your own tax advisor prior to making an investment decision to purchase any Shares or effecting any transaction in the Shares.

There is No Public Market for the Shares. There is no established trading market for the Shares being offered hereby, and it is uncertain that any active market for the Shares will ever develop. The Shares will not be registered under the Securities Act or any state securities laws, nor is it contemplated that the Shares will be so registered in the near future or that a public offering will ever be attempted or consummated. The Company is under no independent obligation to register the Shares under the Securities Act or any state securities laws. No assurance can be given that the Company will ever affect a registered public offering of any of its securities, and there can be no assurance that a market will ever develop or, if developed, be sustainable.

RISK FACTORS RELATED TO THE COMPANY'S BUSINESS

SANDCASTLES is a Company with Limited Resources, Limited Operating History and Limited Assets. SANDCASTLES, is an early-stage company with limited capitalization, a brief operating history and relatively few assets. SANDCASTLES's operations are subject to all risks inherent in the establishment of a recently formed business. The success of the Company may be limited by problems, expenses, difficulties and delays frequently encountered with early-stage businesses and competition in SANDCASTLES's industry. SANDCASTLES will continue to incur losses until it generates sufficient revenues to become profitable, if ever. No assurance can be given that SANDCASTLES will successfully implement any of its plans in a timely or effective manner or ever generate revenues or operate profitably.

SANDCASTLES Has No Revenues and May Never Have Revenues. The Company has not made any sales or generated any revenues from service or other sales. Even if the Company generates revenues, they may not be sustainable, and management cannot predict the level of such revenues.

RISKS RELATED TO THE COMPANY'S INDUSTRY

The market for data and content security products in general is competitive and is characterized by continuously developing technology and frequent introductions of new features. The Company expects competition to increase as other companies introduce additional products and as the Company develops new applications for its products outside of the digital storage hardware market.

Other current competitor’s address enterprise solutions and encompass enterprise-wide information management; certain other competitors have substantially greater financial resources than the Company.There can be no assurance that the Company will be able to compete successfully with the above mentioned companies, or that other new entrants that have substantially greater resources than Company, will not seek to enter the data and content security market.

Documents

Confidential

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