1279740--3/27/2009--DEVELOCAP

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Risks Related to the Business Develocap has a very limited operating history and anticipates on-going operating losses. Develocap has no financial resources, and our independent registered auditors report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern Develocap is and will continue to be completely dependent on the services of our president, Stephen B. Schneer the loss of whose services may cause our business operations to cease. We will rely on independent consultants to provide referrals of clients. Without these referrals we will not obtain any international engagements. Because our management has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail. We will be substantially dependent on independent third parties to complete engagements. If those services are interrupted or become more costly, we will experience a material adverse effect on our business, financial condition, and operating results. We may face damage to our professional reputation or legal liability if our future clients are not satisfied with our services. In either case, it is unlikely that we will be able to obtain future engagements. If we are unable to obtain engagements, investors are likely to lose their entire investment. Our future engagements with clients may not be profitable. If we are unable to generate positive cash flow from our engagements, we will be unable to satisfy our obligations on a timely basis. If that happens, investors are likely to lose their entire investment. There are significant potential conflicts of interest. Our president devotes only a portion of his time to us and may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, he may become aware of business opportunities which may be appropriate for presentation to us, as well as the other entities with which he is affiliated or knows. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented. Our success will depend on our ability to establish and maintain our professional reputation and name. If we are unable to do so, our business would be significantly and negatively impacted. We currently are likely to complete a limited number of engagements, at best, in a year. Our revenues and operating results will fluctuate significantly from quarter to quarter, which may cause our stock price, if one ever exists, to decline. Stephen B. Schneer, our Chief Executive Officer, has no meaningful accounting or financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others. We are subject to the periodic reporting requirements of the Securities Exchange Act of 1934 which requires us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit. Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president/director. Because we have nominal operations and no revenue, we are considered a shell company and are subject to more stringent reporting requirements. Risks Related to Our Common Stock Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock. Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us. Our Articles of Incorporation provide for indemnification of officers and directors at our expense and limit their liability. These provisions may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors. Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading, and even if quoted, it is likely to be subject to significant price fluctuations. Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible. The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock. If our common stock is quoted on the OTCBB and a public market for our common stock develops, short selling could increase the volatility of our stock price. State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell shares. The ability of our president and majority shareholders to control our business may limit or eliminate minority shareholders ability to influence corporate affairs. We do not expect to pay cash dividends in the foreseeable future Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters. If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC. You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

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1279740--3/27/2009--DEVELOCAP_INC