1330023--8/29/2008--ESE

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{regulation, change, law}

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{capital, credit, financial}

{product, liability, claim}

{competitive, industry, competition}

{acquisition, growth, future}

Risks associated with ESE CORPORATION: Our auditors have issued a going concern opinion. This means we may not be able to achieve our objectives and may have to suspend or cease operations. We lack an operating history and have losses that we expect to continue into the future. We need more capital in order to operate for one year. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, you will lose your investment. Because our management does not have technical training or experience in operating a retail coffee establishment, we may have to hire qualified personnel. If we can t locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment. We need additional capital in order to stay in business for one year. If we can t raise it, you could lose your investment. If we do not make a profit, we may have to suspend or cease operations and you will lose your investment Because Mr. Armstrong and Ms. Long have other outside business activities, they will only be devoting 10% of their time, or four hours per week each to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of activities We operate in a highly competitive industry and we cannot guarantee you that we will ever achieve any level of success in competing for clients. Because we do not maintain any product liability insurance, if a judgment is rendered against us, we may have to cease operations. Because our officers and directors do not have prior experience in financial accounting and the preparation of reports under the Securities Exchange Act of 1934, we may have to hire additional experienced individuals. If we need them and are unable to hire them, you could lose your investment. Because we have only one officer and director who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us. Because our securities are subject to penny stock rules, you may have difficulty reselling your shares 12. Because we may issue additional shares of common stock in public offerings or private placements, your ownership interest in us may be diluted and your shares could be less marketable.

Full 10-K form ▸

1330023--8/29/2008--ESE_CORP