1418475--10/14/2008--T.O.D._TASTE_ON_DEMAND

related topics

{stock, price, share}

{control, financial, internal}

{interest, director, officer}

{operation, international, foreign}

{acquisition, growth, future}

{property, intellectual, protect}

{personnel, key, retain}

{product, market, service}

{competitive, industry, competition}

{regulation, change, law}

{debt, indebtedness, cash}

{capital, credit, financial}

We are a development stage company and may never be able to effectuate our business plan or achieve any revenues or profitability. Therefore, at this stage of our business, potential investors have a high probability of losing their entire investment. We expect losses in the future because we have no revenue. If our business strategy is not successful, we may not be able to continue operations as a going concern and our stockholders may lose their entire investment in us. 4. We have positive working capital, however; there is no assurance that profitable operations, if achieved, can be sustained. Since our officers can work or consult for other companies, there can be a conflict of interest and their activities could slow down our operations We are heavily dependent upon our officers and directors. The loss of either Mr. Katzir or Mr. Karfiol, whose knowledge and leadership upon which we rely, would harm our ability to execute our business plan. 7. We may fail in the development of our products; Failure to attract and retain qualified people could harm our ability to execute our business plan. 8. Our products may not achieve market acceptance. 9. Intellectual property claims against us could be costly and could impair our business. 10. If we are unable to adequately protect our intellectual property, third parties may be able to use our technology, which could adversely affect our ability to compete in the market. We may not be able to compete with current or future competitors, some of whom have greater resources and experience than we do. 12. We are exposed to fluctuations in currency exchange rates. If we are unable to obtain funding, our business operations will be harmed. Even if we do obtain financing our then existing shareholders may suffer substantial dilution. We may not be able to raise sufficient capital or generate adequate revenue to meet our obligations and fund our operating expenses. Our directors and officers own a significant percentage of our issued and outstanding shares of common stock, and any future sales of their shares may result in a decrease in the price of our common stock and the value of your investment. Risks related to Our Location in Israel 16. It could be difficult to enforce a U.S. judgment against our officers and directors. 17. Potential political, economic and military instability in Israel may adversely affect our results of operations. Our results of operations could be negatively affected by the obligations of our personnel to perform military service. Risks Relating To Our Common Shares We may, in the future, issue additional common shares, which would reduce investors' percent of ownership and may dilute our share value. Our common shares are subject to the "Penny Stock" Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. The limited market for our shares will make our stock price more volatile. Therefore, you may have difficulty selling your shares. State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by our prospectus dated February 14, 2008. The requirements of being a public company may strain our resources and distract our management. 24. Although our internal control over financial reporting was considered effective as of June 30, 2008, there is no assurance that our internal control over financial reporting will continue to be effective in the future, which could result in our financial statements being unreliable, government investigation or loss of investor confidence in our financial reports. 25. We are subject to the requirement that of Section 404 of the Sarbanes-Oxley Act. If we are unable to comply with the requirement in a timely manner the market price of our stock could decline. Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them. We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock. If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

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1418475--10/14/2008--T.O.D._TASTE_ON_DEMAND_INC