1360564--5/29/2008--Real_Estate_Referral_Center

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{stock, price, share}

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{financial, litigation, operation}

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{capital, credit, financial}

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Our auditors have issued a going concern opinion. We have been in operation for two full years and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations. We are beginning to attract clients, and we cannot guarantee that the matches will prove successful in the end. So even if we maintain these clients, there is no assurance that we will make a profit. Because we are small and do not have much capital, we must primarily limit marketing of our services to potential known clients. As a result, we may not be able to attract enough clients to operate profitably. If we do not make a profit, we may have to suspend or cease operations Our services are subject to seasonal fluctuations and as a result there may be periods when we suspend operations. Because our officers and directors will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting clients and result in a lack of revenues that may cause us to suspend or cease operations. Because we have only two officers and directors who are 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 we do not maintain any insurance, if a judgment is rendered against us, we may have to cease operations. If Lisa McIntosh and Bruce McIntosh resign or die without having found a replacement realtor, our operations will be suspended or cease. If that should occur, you could lose your investment. Because our officers and directors who are also our promoters, own more than 50% of the outstanding shares, they will retain control of us and be able to decide who will be directors and you may not be able to elect any directors which could decrease the price and marketability of the shares. Because there is a limited public trading market for our common stock, you may not be able to resell your stock Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.

Full 10-K form ▸

1360564--5/29/2008--Real_Estate_Referral_Center_Inc.