Migo Software

Mar 7, 2017

CIK 0001006762 We are not selling any shares of Common Stock under this Prospectus and willnot receive any of the proceeds from the sale of Common Stock by the SellingStockholders being offered pursuant to this Prospectus, nor will any of theproceeds be available for our use or otherwise for our benefit. All proceedsfrom the sale of the shares will be for the accounts of the Selling Stockholders.We will receive the exercise price of the warrants if, and when, any areexercised by Selling Stockholders by payment of the exercise price in cash.In that the warrants provide for cashless exercise, we cannot predict theamount of proceeds that we may receive in the event of exercise of thewarrants. We intend to use any proceeds from the exercise of warrants forworking capital and general corporate purposes. Competition within the technology industry is characterized by several keyfactors, including the following:1. Rapid changes in technology and customer requirements. New opportunities forexisting and new competitors can quickly render existing technologies lessvaluable.2. Relatively low barriers to entry. Startup capital requirements for softwarecompanies can be very small, and software distribution over the internet isinexpensive and easily outsourced.3. Significant price competition. Direct distribution of competing products,particularly over the internet, may cause prices and margins to decrease intraditional sales channels.4. Consolidations and mergers. Software companies and their individual productshave a high rate of mergers, product line sales, and other transfers andconsolidations; consequently, there is a tendency to have a higher concentrationof able competitors within the industry.The software industry is highly competitive and we expect competition tointensify in the future. The industry is characterized by rapidly changingtechnologies and customer demands for newer and better products. Our competitorscould develop products and technologies that could render our products andtechnologies obsolete. Many of our competitors have considerably greaterresources, including financial and scientific personnel, marketing and salescapacity, established distribution networks, significant goodwill and globalname recognition. As a result, these competitors may be in a better positionthan us to respond quickly to, or to significantly influence, rapidtechnological change and consumer demand.Continuing changes in technology and industry standards could render ourproducts unmarketable or obsolete. The markets for our products change rapidlybecause of technological innovation, changes in customer requirements, decliningprices, and evolving industry standards. New products and technologies oftenrender existing technology-orientated products, services or infrastructureobsolete, too costly or otherwise unmarketable. Our success depends on ourability to introduce innovations in our products and services, integrate newtechnologies into current products, and develop new products and services, allon a timely basis. There is no guaranty that we will be successful in achievingthese goals, or that we will do so in a manner sufficiently timely to ensurethat we are able to compete successfully for customers and market share. Inaddition, if we fail to incorporate the features, performance criteria andsecurity standards in our products and services that customers require, marketacceptance of our products may not materialize, or may be significantly delayed,and our revenues will level off or decline as a consequence.Technological advances also require us, on a continuing basis, to commitsubstantial resources to acquiring and applying new technologies for use in ourproducts and services. Product development requires substantial lead time forengineering and testing. If we do not commit resources to developing and sellingproducts incorporating new technologies at the rate demanded by our markets, ourproducts and services may be rendered obsolete, revenues could suffer, and wemay not achieve profitability. Even if we do develop new or enhanced productsand services, we cannot assure that these products will gain acceptance in themarketplace. Failure of any of these products and services could adverselyaffect revenues and prevent us from achieving profitability.The competitive factors described above may have a material adverse effect onour future operating results, including reduced profit margins and loss ofmarket share. Accordingly, there can be no assurance that we will be successfulin our ability to enhance current products and develop and introduce futureproducts that will achieve market acceptance. Our future is largely dependent onthe development of new products including our enhancements and new applications.These products and services are in varying stages of development, and there canbe no assurance that the development of these products and services will besuccessfully or timely completed. Company Description We are a leading provider of mobile data and communications software. We are inthe business of developing, acquiring and marketing software designed to improvethe way information is personalized, secured, carried and accessed.Our software is focused on the relationship between people, computers andinformation. Our flagship product, Migo 速 , allows users to synchronize theirpersonalized computing environments - including email, digital media, and otherdata and application settings - to any portable storage device (flash/hard diskdrives, smart phones, and MP3 players). Users can then simply connect theirMigo-synchronized devices it to any "guest" computer and be able to access theirown data and work with it as if they were using their own PCs. Migo leaves notrace of the user's activities behind when working on the "guest" computer,ensuring that their data is safe and secure. When users return to their "home"computer, Migo automatically synchronizes the latest updates and changes back tothe "home" computer. Migo unties people from their computers, allowing them tocarry their digital lives with them wherever they go.In December 2006, we acquired all the software titles of StompSoft, Inc., addinga wide assortment of related consumer oriented software to our product line. InSeptember 2006 we entered into a new OEM partnership relationship with KingstonTechnology Corporation, granting Kingston a global license to install oursoftware on their line of flash memory products. Going forward, we are seekingadditional acquisition and partnership opportunities to expand our product lineand user base, worldwide.----Our executive office and principal place of business is in office space locatedat 555 Twin Dolphin Drive, Suite 650, Redwood City, California.