An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission, which we refer to as the Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained. 

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

PART II – OFFERING CIRCULAR

POMM INC.

985 Citadel Drive Northeast,

Suite A,

Atlanta, Georgia 30324

20,051 Units at $498.8 per Unit, comprised of an aggregate of 802,065 Shares at
$12.47 per share for the amount of $10,001,750.5

Minimum purchase: one unit which is comprised of 40 Shares ($498.80 per Unit)

POMM Inc. is a Nevada corporation (the “Company” or “POMM”) focused on providing battery extension, electronic storage and data protection for smartphone users. Pursuant to this Offering Circular (“Offering Circular”), the Company is offering a minimum of 40 shares and a maximum of 802,065 shares of common stock (the “Offering”), on a “best efforts” basis. There is a one Unit Minimum amount required for this offering. It is anticipated that the initial closing may occur after the Offering Circular is declared qualified by the Securities and Exchange Commission. Thereafter, the Company may hold additional “rolling closings” at such time and place, and on such date or dates, as the Company may determine at its own discretion. The offering may continue until the earlier of October30, 2016 (which date may be extended at our option) or the date when all shares have been sold. Assuming the sale of all of the shares in the Offering, the purchasers in the Offering will beneficially own an aggregate of approximately 22.74%, (or 23.75% in case the existing shareholders exercise their rights to sell their shares) of the Company’s outstanding common stock following the Offering, on a fully diluted basis. Prospective purchasers of the shares of common stock should carefully consider the risk factors referred to in this Offering Circular before making an investment in the Company (See “RISK FACTORS” on page 5).

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR SELLING LITERATURE. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION. 

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 5 OF THIS OFFERING CIRCULAR THAT MANAGEMENT BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTOR IN THIS OFFERING. 

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE THESE AUTHORITIES HAVE PASSED NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We are providing the disclosure in the format prescribed by Part II of Form 1-A.

The date of this Prospectus is May 19, 2016

Prepared By:

Sunny J. Barkats

JSBarkats, PLLC

18 East 41^st Street, 14^th Floor

New York, NY 10017

P: (646) 502-7001

F: (646) 607-5544

Info@JSBarkats.com

www.JSBarkats.com

IMPORTANT INVESTOR NOTICES

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR AS INVESTMENT, LEGAL, BUSINESS OR TAX ADVICE. EACH INVESTOR SHOULD CONTACT HIS OR HER OWN ADVISORS REGARDING THE APPROPRIATENESS OF THIS INVESTMENT AND THE TAX CONSEQUENCES THEREOF WHICH MAY DIFFER DEPENDING ON AN INVESTOR’S PARTICULAR FINANCIAL SITUATION. IN NO EVENT SHOULD THIS OFFERING CIRCULAR BE DEEMED TO BE CONSIDERED TAX ADVICE PROVIDED BY US.

The information contained in this Offering Circular is as of the date set forth on the cover page, and delivery of this Offering Circular at any time does not imply that the information contained herein is correct as of any date subsequent to the date set forth on the cover page.

The Company reserves the right to reject any offering for equity or to terminate, at any time, the solicitation or indications of interest in investing in the opportunity or the further participation in the investigation and proposal process by any party. Finally, the Company reserves the right to modify, at any time, any procedures related to such process without assigning any reason therefore.

We are not a reporting Company under the federal securities laws. We do not intend to furnish annual reports to our security holders containing financial statements that have been audited by independent public accountants.

No expert has been named in the Offering and it is anticipated that all experts shall be independent of the Company.

At the time of this filing, no marketing arrangements of any kind are known to the Company. Further, to the Company’s knowledge, no underwriter intends to confirm any sales of the Company’s securities to any accounts over which it exercises discretionary authority.

This a self-underwritten Offering.

Inquiries

For additional information regarding POMM please contact:

David Freidenberg: david@privatepomm.com; Tel: (917) 300 0651 

Gila Fish: gila@privatepomm.com Tel:+972545606209

Contact our attorneys at JSBarkats, PLLC located at 18 East 41^st Street, 14^th Fl., New York, NY 10017 or via email: info@jsbarkats.com

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

The following discussion may contain forward-looking statements and information that is based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the discussion that follows and elsewhere in this document, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our product is an add-on device suitable for smartphones. The estimation is that nowadays there are about 2.5 billion smartphone devices worldwide, based on Gartner. The growth rate is about 10% per year. So, at the end of 2018, the amount of devices should be more than 3 billion. We estimate that our product will be of interest to the high end early adaptors which are estimated to be 22% of the Smartphone users. Based on this statistics, we estimated a penetration rate of 0.055% in the first 3 years of the company activity which means about 370K POMM units sold till 2018.

Lawyers and CPAs market size in USA and EU till 2018 is estimated to be 12M people. Since it will be quite complicated to educate the markets, we anticipate only 133K accumulated POMM units sold till 2018. According to all the above forecasts in all markets the accumulated POMM units will reach 500K POMM units sold till the end of 2018. The Company’s plan is to begin the sales in Q3 of 2016 with consumers’ based application for privacy such as secured gallery, secured document and secured notes and passwords. This will bring utterly new concept and products to the consumer market. We believe that we will have a lot of customers as the situation today is lack of privacy in the modern and digital world.

Based on all assumptions above the Company forecast sales of approximately $55,000,000 in the year 2018 and operating profit of 20%.

RISK FACTORS

The investment opportunity offered in this document may not be suitable for all recipients of this document. Prior to investing, you should consult professional advisers who specialize in advising on investments of this nature.

This section “Risk Factors” contains what the Company believes to be the principal risk factors associated with an investment in the Company. In addition to the other information contained in this document, these risk factors should be considered carefully in evaluating whether to make an investment in the Company. If any of the following risks, which are not exhaustive, were to materialize, the Company’s business, financial condition, results or future operations could be materially adversely affected. Additional risks and uncertainties not presently known to the Company, or which the Company currently deem immaterial, may also have an adverse effect on the Company. Prospective investors should carefully consider the other information in this document. The risks listed below do not necessarily comprise all the risks associated with an investment in the Company and are not set out in any order of priority.

Risks Related to the Company’s Business

The Company is a Development STAGE company and we may be unable to keep pace with rapid industry, technological and market changes.

The markets in which we compete are characterized by rapid technological change, frequent new product introductions, evolving industry standards and changing needs of customers. Protection of personal information, access to customer data and other business and personal privacy concerns are major issues. We intend to spend a considerable amount of money on research and development and introduce new products from time to time. There can be no assurance that enhancements to existing products and solutions or new products and solutions will receive customer acceptance. As competition in the data protection industry increases, it may become increasingly difficult for us to maintain a technological advantage and to leverage that advantage toward increased revenues and profits. In addition, there can be no assurance that our vision of data protection on smartphones through our POMM platform will be accepted or validated in the marketplace.

Risks associated with the development and introduction of new products include delays in development and changes in data storage, networking virtualization, infrastructure management, information security and operating system technologies which could require us to modify existing products. Risks inherent in the transition to new products include:

Further risks inherent in new product introductions include the uncertainty of price-performance relative to products of competitors and competitors’ responses to such new product introductions. Our failure to introduce new or enhanced products on a timely basis, keep pace with rapid industry, technological or market changes or effectively manage the transition to new products or new technologies could have a material adverse effect on our business, results of operations or financial condition.

The Company operates in a competitive environment. Many of the Company’s current and potential competitors have longer operating histories, greater name recognition, more employees, and significantly greater financial, technical, marketing, public relations and distribution resources than the Company. The competitive environment may require the Company to make changes in the Company’s products, pricing, licensing, services or marketing to maintain and extend the Company’s current brand and technology franchise. Price concessions or the emergence of other pricing or distribution strategies of competitors may diminish the Company’s revenues, impact the Company’s margins, or lead to a reduction in the Company’s market share, any of which will harm the Company’s business.

If we cannot successfully execute on our strategy and continue to develop, manufacture and market solutions that respond promptly to the security and storage needs of our customers, our business and operating results may suffer.

The security and storage markets are characterized by constant change and innovation, and we expect them to continue to evolve rapidly. Moreover, many of our customers operate in markets characterized by rapidly changing technologies and business models, which require them to develop and manage increasingly complex enterprise networks, incorporating a variety of hardware, software applications, operating systems and networking protocols. Our historical success has been based on our ability to identify common customer needs and design solutions to address complex IT problems in email security and web security, and more recently in backup. Furthermore, our sales and marketing initiatives are primarily focused on higher-growth segments within the security and storage markets. To the extent we are not able to continue to identify IT challenges and execute our business model to timely and effectively design and market solutions to address these challenges, as well as to continue to expand our sales to higher-growth segments within the security and storage markets, our business, operating results and financial condition will be adversely affected.

Although the market expects rapid introduction of new solutions or enhancements to respond to new threats and address evolving customer needs, the development of these solutions is difficult, and the timetable for commercial release and availability is uncertain as there are periods of delay between releases and the availability of new solutions. We may experience delays in the development and availability of new solutions and fail to timely meet customer needs. If we fail to respond to the rapidly changing and rigorous needs of our customers by developing and making available on a timely basis new solutions or enhancements that can respond adequately to new security threats and address evolving customer needs, particularly in the higher-growth segments within the security and storage markets, our competitive position and business prospects will be harmed.

Additionally, the process of developing new technology is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends or if we fail to achieve the benefits expected from our investments, our business could be harmed. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position and we must commit significant resources to developing new solutions before knowing whether our investments will result in solutions the market will accept. Our new solutions or solution enhancements could fail to attain sufficient market acceptance for many reasons, including:

There can be no assurance that we will successfully identify new opportunities, develop and bring new solutions to market on a timely basis or achieve market acceptance of our solutions, or that solutions and technologies developed by others will not render our solutions or technologies obsolete or noncompetitive, all of which could adversely affect our business and operating results. If our new solutions or enhancements do not achieve adequate acceptance in the market, or if our new solutions do not result in increased sales, our competitive position will be impaired, our revenue will be diminished and the negative impact on our operating results may be particularly acute because of the upfront research, development, marketing, sales and other expenses we incurred in connection with the new solution or enhancement.

Significant developments in the security and storage of information in mobile computing and smartphones, particularly cloud storage and security and other alternative security and storage technologies, may materially adversely affect the demand for our products.

Developments or changes in the security and storage of information in mobile computing and smartphones, such as the emergence of hosted and more secure cloud storage, software as a service and mobile data access, are driving significant changes in storage in smartphone and computer architectures and solution requirements as well as presenting significant challenges in the security market, which may materially and adversely affect our business and prospects in ways we do not currently anticipate. The impact of these trends on overall long-term growth patterns is uncertain, especially in resource-constrained environments. The emergence of cloud computing and other alternative security and storage technologies, in which technology services are provided on a cloud server or other remote-access basis, may have a significant impact on the market for security and storage solutions on the POMM platform and may result in rapid changes in customer demands. This could be the case even if such advances do not deliver all of the benefits of our solutions. If alternative models gain traction, any failure by us to develop new or enhanced technologies or processes, or to react to changes or advances in existing technologies, could adversely affect our business and operating results.

We will introduce two standalone versions of pomm and will continue to introduce, new security and storage solutions but we may not gain broad market acceptance for our current products and our new solutions.

We will first launch MiniPOMM to general consumers and then later we will introduce POMM-Pro to professionals such as lawyers, accountants, brokers, managers and consultants. We will continue to release new security and storage solutions and enhanced versions of our two (2) existing POMM platforms, however, we cannot guarantee that we will be able to meet the markets’ demand in security and storage, to incorporate additional features, improve functionality or deliver other enhancements in order to meet our customers’ rapidly evolving smartphone privacy and storage needs. The return on our investments in MiniPOMM and POMM-Pro may be lower, or may develop more slowly, than we expect. Further, given their recent development and introduction, we cannot assure you that these solutions will gain broad market acceptance and that they will prove to be profitable in the longer term. Additionally, we intend to continue introducing new smartphone security and storage solutions to respond to the needs of our customers. If we fail to achieve high levels of market acceptance for these solutions or if market acceptance is delayed, or if the market segments we address with our new solutions do not grow as expected, we may fail to justify the amount of our investment in developing and bringing them to market, and our business, operating results and financial performance could be adversely affected.

We rely on third-party distributors and channel partners to sell our products. If our distributors and reseller channel partners fail to perform, our ability to sell our products will be limited, and, if we fail to optimize our distributor and reseller channel partner model going forward, our operating results will be harmed.

Substantially all of our sales orders are fulfilled by our channel partners, which include distributors and resellers. We also depend upon our channel partners to manage the customer sales process and to generate sales opportunities. To the extent our channel partners are unsuccessful in fulfilling our sales, managing the sales process or selling our solutions, or we are unable to enter into arrangements with, and retain a sufficient number of high-quality, motivated channel partners in each of the regions in which we sell our offerings, our ability to sell our POMM platforms and operating results will be harmed. In order to support our growth strategy, we continue to expand our channel partner network, both in the United States and internationally. If we are unable to successfully develop new channel partner relationships, or if we experience reseller shifts between distributors or any channel conflict occurs, it could negatively impact our ability to meet our revenue and profitability goals.

Our channel partners may be unsuccessful in marketing, selling and supporting our POMM platforms. They may also market, sell and support products that are competitive with ours, and may devote more resources to the marketing, sales and support of such products. We cannot assure you that we will retain these channel partners, that channel partners will sell our products effectively or that we will be able to secure additional or replacement channel partners. The loss of one or more of our significant channel partners or a decline in the number or size of orders from them could harm our operating results. In addition, our channel partner sales structure could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresent the functionality of our solutions to customers or violate laws or our corporate policies.

 
We rely on A limited number of sources for some of our components. Insufficient supply and inventory may result in lost sales opportunities or delayed revenue, while excess inventory may harm our gross profit.

From our Atlanta, GA office, we intend to seek several experienced manufacturers in China to produce our hardware and our plastic molding for housing, as well as product integration and quality control. We intend to sign with two (2) subcontractors: one, to fulfill the production and testing of our POMM electronic circuit board and the other for producing the plastic molding for the housing. Since we will rely on a limited number of manufacturers and we are a start-up company, we may not receive the best market prices.

In addition, our inventory management systems and related supply chain visibility tools may be inadequate to enable us to forecast accurately and effectively manage the supply of our components. Additionally, we carry very little inventory of our POMM components, and we rely on our suppliers to deliver necessary POMM components in a timely manner. Insufficient supply levels may lead to shortages that result in delayed revenue or loss of sales opportunities altogether as potential customers turn to competitors’ products that could be more readily available. Additionally, any increases in the time required to manufacture our POMM components could adversely affect our business, brand, sales cycle and reputation. If we are unable to effectively manage our supply and inventory, our operating results could be adversely affected.

Since we anticipate depending on a limited number of sources for POMM components used in the manufacture of our POMM platforms, we are subject to the risk of shortages in supply of these components and the risk that component suppliers discontinue or modify components used in our POMM components. If these suppliers were to discontinue production of a necessary part or component, we would be required to expend resources and time in locating and integrating replacement parts or components from another vendor. Our reliance on a limited number of suppliers involves a number of additional risks, including risks related to:

In addition, for certain components, we are subject to potential price increases and limited availability as a result of market demand for these components. In the past, unexpected demand for computer and network products has caused worldwide shortages of certain electronic parts. If similar shortages occur in the future, our business could be adversely affected. We rely on purchase orders rather than long-term contracts with these suppliers, and as a result we might not be able to secure sufficient components, even if they were available, at reasonable prices or of acceptable quality to build POMM components in a timely manner and, therefore, might not be able to meet customer demands for our solutions, which would have a material and adverse effect on our business, operating results and financial condition.

Assertions by third parties of infringement or other violations by us of their intellectual property rights, or other lawsuits brought against us, could result in significant costs and substantially harm our business and operating results.

POMM Inc. through its Subsidiary owns substantial intellectual property assets. POMM currently has five patents, five similar international pending patents, one U.S. national pending patent, two PCT phase pending patents and one provisional patents. Patent and other intellectual property disputes are common in advanced biometry-based authentication and privacy management solutions. Some companies in the industry in which we compete, including some of our competitors, own large numbers of patents, copyrights, trademarks and trade secrets, which they may use to assert claims of infringement, misappropriation or other violations of intellectual property rights against us. There also is a market for intellectual property rights and a competitor, or other entity, could acquire intellectual property rights and assert similar claims based on the acquired intellectual property rights. They may also assert such claims against our customers or channel partners. As the number of patents and competitors in our market increase and overlaps occur, claims of infringement, misappropriation and other violations of intellectual property rights may increase. From time to time, we face allegations that we, our customers or our channel partners have infringed, misappropriated and violated intellectual property rights, including allegations made by our competitors or by non-practicing entities. Any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our business.

In addition, future assertions of patent rights by third parties, and any resulting litigation, may involve non-practicing entities or other adverse patent owners who have no relevant revenue and against whom our own patents may therefore provide little or no deterrence or protection. We cannot assure you that we are not infringing or otherwise violating any third-party intellectual property rights.

An adverse outcome of a dispute may require us to, among other things, pay substantial damages including treble damages if we are found to have willfully infringed a third party’s patents or copyrights; cease making, using, selling, licensing, importing or otherwise commercializing POMM platform that are alleged to infringe or misappropriate the intellectual property rights of others; expend additional development resources to attempt to redesign our solutions or otherwise to develop non-infringing technology, which may not be successful; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or intellectual property rights or have royalty obligations imposed by a court; and indemnify our customers, partners and other third parties. Furthermore, we have agreed in certain instances to defend our channel partners against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks or trade secrets, and to pay judgments entered on such claims. Any damages or royalty obligations we may become subject to, any prohibition against our commercializing our solutions and any third-party indemnity we may need to provide, as a result of an adverse outcome could harm our operating results.

If our security measures are breached or unauthorized access to customer data is otherwise obtained or our customers experience data losses, our brand, reputation and business could be harmed and we may incur significant liabilities.

Our customers rely on our biometry-based user-enhanced authentication and privacy management solutions to secure and store their data, which may include financial records, credit card information, business information, customer information, health information, other personally identifiable information or other sensitive personal information. A breach of our network security and systems or other events that cause the loss or public disclosure of, or access by third parties to, our customers’ stored files or data could have serious negative consequences for our business, including possible fines, penalties and damages, reduced demand for our solutions, an unwillingness of our customers to use our solutions, harm to our brand and reputation, and time-consuming and expensive litigation. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often are not recognized until launched against a target, and may originate from less regulated or remote areas around the world. As a result, we may be unable to proactively prevent these techniques, implement adequate preventative or reactionary measures, or enforce the laws and regulations that govern such activities. In addition, because of the large amount of data that we store for our customers, it is possible that hardware failures, human errors or errors in our systems could result in data loss or corruption, or cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant. If our customers experience any data loss, or any data corruption or inaccuracies, whether caused by security breaches or otherwise, our brand, reputation and business could be harmed.

If an actual or perceived breach of network security occurs in our internal systems, our services may be perceived as not being secure and clients may curtail or stop using our solutions.

As a provider of network security solutions, we are a high profile target and our networks and solutions may have vulnerabilities that may be targeted by hackers and could be targeted by attacks specifically designed to disrupt our business and harm our reputation. We will not succeed unless the marketplace continues to be confident that we provide effective network and security protection. If an actual or perceived breach of network security occurs in our internal systems it could adversely affect the market perception of our solutions. We may not be able to correct any security flaws or vulnerabilities promptly, or at all. In addition, such a security breach could impair our ability to operate our business, including our ability to provide subscription and support services to our customers. If this happens, our business and operating results could be adversely affected.

Our business is subject to the risks of warranty claims and product liability claims, any of which may adversely affect our operating results and financial performance.

Our POMM platforms may contain undetected defects or errors, especially when we first introduce MiniPOMM or POMM-Pro or when new versions are released. Defects or errors could affect the performance of our POMM platforms and could delay the development or release of new products or new versions of solutions, adversely affect our reputation and our customers’ willingness to buy products from us and adversely affect market acceptance or perception of our offerings. Any such errors or delays in releasing new products and solutions or new versions or allegations of unsatisfactory performance could cause us to lose revenue or market share, cause us to incur substantial costs in redesigning our POMM platforms, cause us to lose significant customers, subject us to liability for damages and divert our resources from other tasks, any one of which could materially and adversely affect our business, operating results and financial condition. In addition, the occurrence of hardware or software errors which resulted in increased warranty or support claims could result in increased expenses or require us to maintain greater warranty reserves which would have an adverse effect on our business and financial performance.

Actual, possible or perceived defects or vulnerabilities in our products or services, the failure of our products or services to prevent a virus or security breach, or misuse of our products could harm our reputation and divert resources.

Because our POMM products and services are complex, they may contain defects or errors that are not detected until after their commercial release and deployment by our customers. Defects or vulnerabilities may impede or block network traffic or cause our products or services to be vulnerable to electronic break-ins or cause them to fail to help secure networks. We cannot ensure that our products will prevent all security threats. Because the techniques used by computer hackers to access or sabotage networks change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques. In addition, defects or errors in our POMM updates or our POMM hardware could result in a failure of our POMM products to effectively update end-customers’ vulnerability to attacks. Furthermore, our solutions may also fail to detect or prevent viruses, worms or similar threats due to a number of reasons such as the evolving nature of such threats and the continual emergence of new threats that we may fail to add to our POMM databases in time to protect our end-customers’ data.

An actual, possible or perceived security breach or infection of the database one of our end-customers, regardless of whether the breach is attributable to the failure of our products or services to prevent the security breach, could adversely affect the market’s perception of our security products and services and, in some instances, subject us to potential liability that is not contractually limited. We may not be able to correct any security flaws or vulnerabilities promptly, or at all. Our products may also be misused by end-customers or third parties who obtain access to our products. Any actual, possible, or perceived defects, errors or vulnerabilities in our products, or misuse of our products, could result in:

RISKS RELATING TO EARLY STAGE DEVELOPMENT

Our POMM platform is in early stage development. Our core technology consists of two elements, a biometrically managed, highly secured, large-volume personal data storage device attached the customer’s smartphone and a Secured Trusted Gateway (STG) that enables POMM customers to communicate safely with service providers via the internet and cellular networks. Because our core technology is in the early stages of development, currently there are no standard-setting bodies or market-wide standards or specifications for secured data protection with similar hardware and software like the POMM platform. As a result, there are a number of competing technologies for data protection, including for identity, security, access and privacy applications, some of which could be given preference over our POMM platform. In addition, most of the information that is secured by the general public is over the Cloud since there is essentially unlimited storage space. There have been significant security breaches over the Cloud. If security and data protection becomes more secure over the Cloud it may affect the marketability and demand for our POMM platform and require us to make significant investment in our hardware and software to improve our POMM platform. We may also experience lower than anticipated prices due to intense competition or lower demand for our products if other data protection technologies develop that are cheaper or more secure than our products.

Managing inventory of our products and product components is complex. Insufficient inventory may result in lost sales opportunities or delayed revenue, while excess inventory may harm our gross margins.

Managing our inventory is complex. Our channel partners may increase orders during periods of product shortages, cancel orders or not place orders commensurate with our expectations if their inventory is too high, return products or take advantage of price protection (if any is available to the particular partner), or delay orders in anticipation of new products. They also may adjust their orders in response to the supply of our products and the products of our competitors that are available to them and in response to seasonal fluctuations in end-customer demand. Furthermore, if the time required to manufacture certain products or ship products increases for any reason, this could result in inventory shortfalls.

Our inventory management systems and related supply chain visibility tools may be inadequate to enable us to effectively manage inventory. Inventory management remains an area of focus as we balance the need to maintain inventory levels that are sufficient to ensure competitive lead times against the risk of inventory obsolescence because of rapidly changing technology and customer requirements. If we ultimately determine that we have excess inventory, we may have to reduce our prices and write-down inventory, which in turn could result in lower gross margins. Alternatively, insufficient inventory levels may lead to shortages that result in delayed revenue or loss of sales opportunities altogether as potential end-customers turn to competitors’ products that are readily available. If we are unable to effectively manage our inventory and that of our channel partners, our results of operations could be adversely affected.

Our dependence on the core management team and key personnel

Our future success depends in part on the loyalty of our existing core senior management team, which has managed our business for a substantial period of time and has significant experience in the industry, as well as on other key personnel, particularly in the areas of research and engineering, product development, marketing, production, supply chain management, financial management and human resources management, as well as privacy management solutions. If we lose the services of one or more of our core senior managers or key employees, or if one or more of them decide to join a competitor or otherwise compete directly or indirectly with POMM we may not be able to manage our business as efficiently as in the past, which could prevent us from growing as quickly or as profitably as we hope.

David Freidenberg and Gila Fish are key employees and may not be replaced. We do not have a key man insurance but intend to purchase one after the closing of this Offering.

Our operating results may be adversely affected as a result of unfavorable market, economic, social and political conditions.

An unstable global economic, social and political environment, including hostilities and conflicts in various regions outside the U.S., natural disasters, currency fluctuations, country specific operating regulations and potential fallout from the disclosures related to the U.S. Internet and communications surveillance may have a negative impact on demand for our services, our business and our foreign operations.  More generally, the economic, social and political environment has impacted or may negatively impact, among other things:

In addition, to the extent that the economic, social and political environment impacts specific industry and geographic sectors in which many of our customers are concentrated, that may further negatively impact our business. If the market, economic, social and political conditions in the U.S. and globally do not improve, or if they deteriorate, we may experience material adverse impacts on our business, operating results, financial condition and cash flows as a consequence of the above factors or otherwise.

risks relating to our international activities

Given that we have a subsidiary based in Israel and we intend to do business internationally, we are subject to a number of political, regulatory and trade risks, including:

We cannot guarantee that we will be able to manage these risks, many of which are outside our control, or that we will be able to ensure compliance with all applicable regulations without incurring additional costs. In addition, a significant portion of our manufacturing is based in China, and therefore, conducting business in such a country poses particular risks such as price fluctuation, limited supplies of resources, protection of intellectual property, political instability and other risks, which may not arise in other parts of the world.

WE ARE A START-uP EMERGING GROWth BUSINESS and HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.

We have a limited operating history, and to date, our efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not extensively built our customer base or our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a new company, including:

Our future will depend on our continued ability to bring our products to the marketplace, which requires careful planning of providing a product that meets customer standards without incurring unnecessary cost and expense.

our financial projections contained in the OFFERING CIRCULAR are subject to a high degree of uncertainty.

Our financial projections contained in the Offering Circular were prepared by the company`s management. Our financial projects are based upon estimates of future events and circumstances that may or may not ultimately prove to be true or accurate. The underlying estimates and assumptions are subject to significant economic and competitive uncertainties and contingencies, many or all of which are beyond our control. We can make no representation or warranty as to the accuracy of these assumptions. Our financial projections have not been prepared or reviewed by independent auditors or accountants. There can be no assurance that our projections will or can be realized and actual results may differ materially from those set forth in our projections. Because of the above limitations on these projections, investors are cautioned against placing undue reliance on them.

The market studies described in the Memorandum were RANDOMLY CHOSEN OUT OF VARIOUS RESEaRCH sites and are not independent OR ALWAYS RELEVANT.

Our market studies were not prepared by or reviewed by an independent source. The results of these studies may not be representative or indicative of the actual consumer response to our products. There can be no assurance that the Company’s projections will or can be realized and actual results may differ materially from those set forth in our projections. Because of the above limitations, investors are cautioned against placing undue reliance on these market studies.

 
The implementation of our business strategy will require significant expenditure of capital and will require additional financing.

There is a minimum offering amount and the implementation of our business strategy will require significant expenditures of capital, and we will require additional financing in the near future. Additional funds may be sought through equity or debt financings. We cannot offer any assurances that commitments for such financings will be obtained on favorable terms, if at all. AS OF THE DATE OF THIS OFFERING CIRCULAR, WE HAVE LIMITED FUNDS. Equity financings could result in dilution to holders and debt financing could result in the imposition of significant financial and operational restrictions on us. Our inability to access adequate capital on acceptable terms could have a material adverse effect on our business, results of operations and financial condition.

OUR FUTURE GROWTH WILL REQUIRE THE RECRUITMMENT OF ADDITIONAL QUALIFIED EMPLOYEES AND THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO FIND SUCH EMPLOYEES ON ACCEPTABLE TERMS.

In the event of our future growth, we may have to increase the depth and experience of our management team by adding new members. Our future success will depend to a large degree upon the active participation of our key officers and employees. We must hire a significant amount of employees to build out our infrastructure technology department for research and development and engineering. There is no assurance that we will be able to employ additional qualified persons on acceptable terms. Lack of qualified employees may adversely affect our business development.

we have arbitrarily determined the offering price for the Shares OF OUR COMMON STOCK.

We have arbitrarily determined the offering price for the shares of common stock. There is no present market for the shares of common stock. The offering price for such shares of common stock should not be considered an indication of the actual value of such shares of common stock and is not based on our net worth or prior earnings. We cannot assure you that such shares of common stock could be resold by you at the price you have paid or at any other price.

ESTABLISHING A NEW BRAND REQUIRES AN EFFECTIVE MARKETING AND PRODUCT PLACEMENT WHICH MAY TAKE A LONG PERIOD OF TIME.

Our principal business strategy is to develop our products as a respected brand within the industry in which they are sold. The marketing of consumer goods is highly dependent on creating favorable consumer perception. We intend to hire an advertising and public relations firm to represent us in the future. However, to date, we have not entered into any agreements to retain a firm to provide such services. Competitors have significantly greater advertising resources and experience and enjoy well-established brand names. There can be no assurance that our initial advertising and promotional activities will be successful in creating the desired consumer perception.

 
The occurrence of natural disasters or acts of violence or terrorism could adversely affect our operations and financial performance.

The occurrence of natural disasters or acts of violence or terrorism could result in physical damage to our properties, the temporary closure of stores or distribution centers, the temporary lack of an adequate work force, the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products) from domestic or foreign suppliers, the temporary disruption in the delivery of goods to our distribution centers (or a substantial increase in the cost of those deliveries), the temporary reduction in the availability of products in our stores, and/or the temporary reduction in visits to stores by customers. If one or more natural disasters or acts of violence or terrorism were to impact our business, we could, among other things, incur significantly higher costs and longer lead times associated with distributing products. Furthermore, insurance costs associated with our business may rise significantly in the event of a large scale natural disaster or act of violence or terrorism.

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash flow.

We are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. The ability of our subsidiaries to generate sufficient cash flow from operations to allow us and them to make scheduled payments on our obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control. We cannot assure you that the cash flow and earnings of our operating subsidiaries will be adequate for our subsidiaries to service their debt obligations. If our subsidiaries do not generate sufficient cash flow from operations to satisfy corporate obligations, we may have to: undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. We cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Furthermore, we and our subsidiaries may incur substantial additional indebtedness in the future that may severely restrict or prohibit our subsidiaries from making distributions, paying dividends or making loans to us.

Risks Related to Our Common Stock

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 500,000,000 shares of common stock, par value $0.00001 per share. We are currently authorized to issue an aggregate of 10,000,000 shares of series A preferred stock, par value $0.00001 per share.

The company also has an active stock option plan (the “Plan”) to incentivize employees and the exercise of the preferred shares allocated under the Plan may also dilute our shareholders.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the future trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are then quoted on a quotation system or stock exchange. Sunny Barkats, of JSBarkats PLLC is our securities counsel. His spouse Elana Barkats was issued as part of his engagement a 2.5% stake in the Company that shall not be diluted during the term of the Offering.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE, THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There is no public market for Regulation A+ shares and they can be no assurances that in the future a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate his or her investment.

WE DO NOT EXPECT TO PAY DIVIDENDS FOR SOME TIME, WHICH COULD RESULT IN NO RETURN ON YOUR INVESTMENT.

We have never declared or paid cash dividends on our common stock. We currently intend to retain our earnings, if any, to provide funds for the operation and expansion of our business and, therefore, do not anticipate declaring or paying cash dividends in the foreseeable future. Any payment of future dividends will be at the discretion of the Company’s board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends and other relevant factors of our operations.

 
DILUTION

If you invest in our shares, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our capital stock after this Offering.  Our net tangible book value (deficit) as of December 31, 2015 was $1,329,000, or $0.92 per share of outstanding common stock.  Without giving effect to any changes in the net tangible book value after December 31, 2015 other than the sale of 802,065 shares in this Offering at the initial public offering price of $12.47 per share, our pro forma net tangible book value as of December 31, 2015 would be $6,308,000 or $2.81 per share.  Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of our shares in this Offering and the net tangible book value per share of our capital stock immediately afterwards.  This represents an immediate increase of $3.73 per share of capital stock to existing shareholders and an immediate dilution of $9.66 per share of common stock to the new investors, or approximately 77% of the assumed initial public offering price of $12.47 per share.  The following table illustrates this per share dilution:

The following table summarizes the differences between the existing shareholders and the new investors with respect to the number of shares of common stock purchased, the total consideration paid, and the average price per share paid, on a maximum offering basis:

Maximum Offering:

USE OF PROCEEDS

We estimate that, at a per share price of $12.47, the net proceeds from the sale of the 802,065 Shares in the Maximum Offering will be approximately $7,637,635, after deducting the estimated offering expenses of approximately $500,000 and $1,864,115 after the existing shareholders resold of 149,488 of their Shares pursuant to this Offering. 

The net proceeds of this Offering will be used primarily to fund the manufacturing and marketing of our POMM products including the hiring of employees for our expansion to the US markets as well as for general corporate purposes.

While we currently intend to use the proceeds of this Offering substantially in the manner set forth below, we reserve the right to reassess and reassign such use if, in the judgment of our board of directors, such changes are necessary or advisable.

We expect to use the net proceeds as follows:

To the extent that we sell more than 802,065 Shares, the additional net proceeds will be used for working capital.

BUSINESS

Company Overview:

POMM Inc. (“POMM” or the “Company”) is the Nevada corporation and owns 100% of OS New Horizon, Ltd, – Personal Computing Solutions Ltd., (the “Subsidiary”), which is solely the R & D division, developing advanced biometry-based, user-enhanced authentication, and privacy management solutions, while the holding corporation POMM commercializes the products. The Subsidiary does not operate as an independent entity – it operate solely for research and development for the Company’s business and creates, modifies and develops products compatible with next generation smartphones, a continuously evolving industry and technology.

The Company`s business activities, including its R & D, are directed, controlled and coordinated from its office in Atlanta, GA, from which financial, business and sales decisions are made.

POMM’s main offering is their proprietary POMM™ (Privacy On My Mind) platform which is a unique, highly secured and isolated mobile private cloud, to be integrated with smartphones as a smartphone case and add-on. The POMM platform features a range of secured dedicated SW applications, developed and/or integrated by OS: large-volume data storage, video and music storage, galleries, chats, emails, passwords, contact lists etc. The Company believes that the owner of the POMM™ device will rest assured that his/her sensitive personal data is safe from hackers or other undesirable intruders, while he/she has immediate 24/7 access to this private information.

POMM System

The Company’s is focused on the secured privacy management and believe to be offering a dual-product secured package concept, covered and protected by advanced multinational patents. (Attached here to as the "POMM PRO" and the "MINI POMM")

The POMM's core technology consists of two elements:

The current strategy focuses on standalone versions of the POMM™, MiniPOMM and POMMPro. The POMM environment is currently under development.

Our current R&D and engineering status is as follows:

The full-scale design, integration and testing of the POMM™'s electronics were completed in the 2^nd half of 2015. All shown components reside on the electronic board and are encapsulated within its plastic double-wall environmentally sealed enclosure, designed as a smartphone protective case.

POMM Final Integration and Performance Testing efforts:

During Q1, 2016, in parallel to the final product design, manufacture and testing of the POMM set of 4 integrated complementary electronic boards – a large scale effort was done and completed regarding the POMM case product design and the following 3D CAD engineering modeling of the POMM protective case, done by a professional experienced team. This team efforts were followed by fast prototypes plastic case manufacturing that were done by a second professional mechanical and electronic packaging engineering and 3D fast prototypes engineering plastics manufacturing team.

The following engineering efforts stage were dedicated to the integration of the POMM to the state of a fully functional product by the integration of the electronic boards with the final fast prototypes manufactured and fully finished POMM dedicated plastic case housings

After several POMM units were integrated to a fully functional working product - several POMM product operational functions testing were executed by the product integration team. The product testing and the functional approval finalizing tests, were related to the following important operational functions capabilities:

POMM Electronic Case Integrated Smartphone Imaging:

Case

Background

In today's world, individuals are required to keep and manage substantial amounts of data of many different types: sensitive multimedia clips, private photos, access passwords, private contact information, confidential medical and financial documents and much more. In many such private data management cases, and despite unending technological efforts, online data depositories are intruded upon, hacked and invaded, with very private information exposed to the public view and misused. 

Notable security breaches reported by the media have recently been the following: 1) publication of personal customer information taken from the Ashley Madison website in July 2015,¹ 2) publication of nude photos and lurid videos taken from celebrity cell phones from the iCloud system in August 2014 such as Jennifer Lawrence, Jude Law, Kate Upton (known as the “Fappening”),² 3) discovery of susceptible software facilitating hacking on over one billion Android phones³ and 4) Sony Pictures suffering a large amount of theft of confidential data in October 2015.⁴

Many people entrust the Cloud with their personal information which may seem that such people have simply given up on privacy. However, recent studies indicate that this is not true for sensitive and private data as people all over the globe tend to be more conservative regarding sensitive information. Specifically, 50% of all Americans and 75% of all Europeans say they are unwilling to keep their health records in the Cloud, and about 58% of the Europeans say they would like an alternative solution.⁵ The outcome of such market analyses, based on non-supported academic and government-needs studies initially compelled the Subsidiary to develop the POMM™.

¹ http://www.wired.com/2015/08/happened-hackers-posted-stolen-ashley-madison-data/

² http://www.cnn.com/2014/09/02/showbiz/hacked-nude-photos-five-things/

³ http://www.npr.org/sections/alltechconsidered/2015/07/27/426613020/major-flaw-in-android-phones-would-let-hackers-in-with-just-a-text

⁴ https://www.washingtonpost.com/news/the-switch/wp/2014/12/18/the-sony-pictures-hack-explained/

⁵ SPECIAL EUROBAROMETER 359 Attitudes on Data Protection and Electronic

The Industry

Over the past two decades the internet has increasingly become a crucial focus and tool in our daily lives. Through the web, and especially with the enormous and swiftly growing array of mobile applications, we conduct commercial transactions, interact socially, contact service providers – such as health and financial institutions and government agencies, and much more. Open systems like the smartphone and clouds give us a degree of freedom, accessibility and convenience that were truly unimaginable only 10 years ago. And yet, most of us are well aware that this unmatched convenience comes with a price tag: we pay for it with our privacy! Our personal documents are less secure, and our private data has become vulnerable - to abuse, ID theft and the attacks of hackers and other online criminals. And even though leading technological companies are working hard on this painful problem, only partial solutions have been developed so far. (One example may be found in the new iPhone 5 & 6, now equipped with fingerprint identification capabilities, but still exposed to hackers coming in from the internet).

Currently, the most common mass storage medium is the cloud. So much information, both private and corporate, is stored in its essentially unlimited storage space, but the cloud has three well-known disadvantages that cannot be ignored: a reputation for vulnerability to hacker attacks; mal-use of cloud content with stolen/illegitimately accessed credentials; and the need for a live online internet connection for any user-cloud interaction, enhancing vulnerability.

Unlike the cloud, the POMM system is almost totally isolated from the online world, with the few inevitable gates protected by advanced encryption algorithms. In the standalone version of the POMM™ the problem is nonexistent: vast amounts of data may be stored here, protected by biometry, and inaccessible to anyone but the owner.

A large number of popular apps do not have user authentication protections. “A large number of apps for iPhones and iPads are susceptible to hacks that cause them to surreptitiously send and receive data to and from malicious servers instead of the legitimate ones they were designed to connect to," reported Dan Goodin in the popular technology news website Ars Technica, on Oct. 29 2013.” Even some online banking details can be manipulated to display fraudulent information and intercept data sent by the end-user. After an app has been tampered with once, it will continue to connect to the hacker-controlled server for an extended period of time, with no outward indication it is doing so. The weakness, dubbed HTTP request hijacking (HRH), is estimated to affect at least 10,000 titles in Apple's App Store."

According to the Mobile Security Report (“MSR”) published during the third quarter of 2015⁶ by Cybersecurity Ventures, the total mobile security market is expected to grow from $1.5 billion in fiscal year 2014 to $5.75 billion by 2019, at an estimated Compound Annual Growth Rate (“CAGR”) of 30.7% from 2014 to 2019. Other key facts highlighted by MSR are the following:

Identity in the European Union REPORT Fieldwork: November – December 2010

⁶ http://cybersecurityventures.com/mobile-security-report-q3-2015/

Target Markets – General

The POMM targets the vast market of millions of computer-age modern-economy end-users, who need to feel safer in accessing, managing and updating their digital data files – such as health records, financial records, business correspondence, private videos and much more. With the friendly POMM™, all files are always safely accessible, handy & under the user's full control, almost isolated from the internet society, enabling safe & secured communication with service providers. The service providers (banks, insurance companies, medical clinics etc.), on their part, will benefit from POMM's trustworthy isolated environment - supporting a large spectrum of remote yet highly secured services to reliably bio-authenticated clients/users.

OS’s proprietary technology, based on the generic POMM™ platform, together with its extensive potential applications, can be beneficially implemented in many substantial and growing market segments, with numerous potential users. Designed as a smartphone case, it is integrally tied to the globally omnipresent mobile phone market.

The mobile phone market

Mobile phones were used in 2014 by 4.55 billion people worldwide – more than half of humanity. In the developed countries of Western, Central & Eastern Europe, North America and Australia, nearly everyone already owns or uses a mobile phone, bringing down the overall rate of adoption; and yet developing parts of the world – Latin America, Asia-Pacific, the Middle East and Africa – hold substantial potential for further growth. Thus, mobile phone penetration is expected to rise from 61.1% of the global s population in 2013 to 69.4% in 2017, according to an eMarketer report, Worldwide Mobile Phone Users:

With regard to global use of smartphones (as a distinct group of mobile phones), figures indicate that the 1 billion mark was passed in 2012, and the number of users will surpass 2 billion in 2016, reaching 2.16 billion - according to figures from eMarketer. In 2015, over 1.91 billion smartphone users account for more than a quarter of the world's population, expected to rise to a full third by 2018, with 2.56 billion users. At that point smartphone users will represent more than half – 51.7% - of all mobile phone users worldwide. Adoption rates continue to rise thanks to growing affordability of smartphone devices, globally expanding internet access and the advance of 3G and 4G networks.

On a country-by-country basis, here are eMarketer's year-by-year milestones for 2014-2018:

Following are the top 25 countries worldwide ranked by smartphone users in 2014, according to eMarketer:

One of the main uses of mobile phones in general, and smartphones in particular, is accessing online data and services. In 2014, more than 2.23 billion people worldwide, or 48.9% of mobile phone users went online via mobile at least once a month, and these numbers continue to grow rapidly, as mobile internet penetrates emerging markets, rising middle classes and rural areas worldwide.

Target Audiences – End Users

POMM Inc. will begin its penetration campaign by launching the standalone version of POMM™ in two separate editions, targeting early adopters in two specific high-end market segments:

The MiniPOMM will offer these users – mostly young and well-versed in novel technologies – vast storage volumes, highly secure and complete with smart and secured data-management software. Here they will be able to store their vast quantities of photos, songs, multimedia & video clips, texts, docs, emails, passwords, contacts etc., all organized under clear categories, easy to save and simple to retrieve anytime, anywhere – directly through their familiar smartphone's interface. In addition, the user will be able to exchange messages, chats and emails – all secured with advanced encryption techniques – with partners who also own a MiniPOMM.

Professionals will find in POMM-PRO a perfect companion for their daily work – a safe depository for vast volumes of documents and data - including clients' confidential info, corporate secrets, financial data, sensitive contact lists, emails, photos, audiovisual docs, electronic IDs, usernames, passwords etc. - all fully encrypted to secure against hackers, identity thieves and competitors, and easily retrievable for use 24/7, anywhere on the globe. Moreover, with POMM-PRO there is no need for an all-too-vulnerable internet or cellular connection with the office base to access and use stored data.

Future releases will expand POMM-PRO's capabilities, to include storage and management of the user's ID docs and credit cards, remote and contactless NFC (near field communication) functions, such as a universal personal key, and private self-managed depository for medical records (PHR).

Competition

POMM faces competition by software and hardware companies that extend the battery life. Enable digital encryption and/or install biometric authentication for smartphones. We believe the following companies and their products represent our primary competition:

The following table below summarizes the POMM’s competitors capabilities with the POMM platform:

V-contain

VV- more than V

VVV- more than VV 

X-do not contain

Third party distributors

Intellectual Property

We have one (1) U.S. registered patent for “secured personal data handling and management system.”

We have one (1) U.S. national phase patent application for "A method and device to detect and manage non legitimate use or theft of a mobile computerized device".

We have two (2) U.S. PCT phase patent applications for:

We have one (1) U.S. Provisional phase patent application for:

We have ten international patents that are either registered, pending or allowed.

All of our patents are listed below:

Italic Green: Patents Granted

Employees

As of December 31, 2015, we had 24 employees and independent contractors (some of them part time jobs), of whom 7 persons were in administrative, legal, accounting and marketing and 17 persons were in research and development. As of December 31, 2014, we had 17 employees and independent contractors, of whom 4 persons were in administrative, accounting and marketing and 13 persons were in research and development. As of December 31, 2013, we had 12 employees and independent contractors, of whom 3 persons were in administrative, accounting and 9 persons were in research and development. All of our employees are based in Israel and are directed and supervised from our Atlanta, GA office.

Under Israeli law, we and our employees are subject to protective labor provisions, including the length of the workday, minimum wages for employees, annual leave, sick pay, determination of severance pay and advance notice of termination of employment, as well as procedures for hiring and dismissing employees and equal opportunity and anti-discrimination laws. While none of our employees is party to any collective bargaining agreements, orders issued by the Israeli Ministry of Economy (formerly named the Ministry of Industry, Trade and Labor) may make certain industry-wide collective bargaining agreements applicable to us. These agreements affect matters such as the length of the workday and week, recuperation pay, travel expenses and pension rights. We have never experienced labor-related work stoppages and believe that our relationships with our employees are good.

Israeli law generally requires the payment of severance compensation by employers upon the retirement, death or dismissal of an employee. We fund our ongoing severance obligations by making monthly payments to insurance policies. All of our current employees have agreed that upon termination of their employment, they will be entitled to receive only the amounts accrued in the insurance policies with respect to severance pay.

For information regarding the severance pay to which our chief executive officer would be entitled upon termination of his employment, see “—Employment Agreements with Executive Officers.” Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute, which is similar to the U.S. Social Security Administration. These amounts also include payments for national health insurance.

Legal Proceedings

There are no legal proceedings material to our business or financial condition pending and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

PROPERTIES

Our principal office is located at 985 Citadel Drive Northeast, Suite A, Atlanta, GA 30324. All of our executive, sales, financial, accounting and marketing activities are directed, controlled and coordinated from this office. We believe that our Atlanta, GA office is adequate for our present needs. Our Subsidiary's offices in Israel are located at 13 Hamelacha Street, 3 ^rd Floor, Lod, Israel. Our Subsidiary operates solely as the R&D division of the Company and creation of product line.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Selected Financial Data

You should read the following selected financial information in conjunction with our audited financial statements and related notes beginning on page F-1 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section.

The following tables set forth our selected financial data. You should read the following selected financial data in conjunction with, and it is qualified in its entirety by reference to, our historical financial information and other information provided in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing elsewhere in this prospectus.

The selected statements of operations for the years ended December 31, 2013, December 31, 2014 and December 31, 2015 and the Balance Sheets as of December 31, 2013, December 31, 2014 and December 31, 2015 are derived from our audited financial statements appearing elsewhere in this prospectus. The historical results set forth below are not necessarily indicative of the results to be expected in future periods.

The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America ("US GAAP"), and in accordance with the rules and regulations of the Securities and Exchange Commission.

Statements of Operations

Balance Sheets

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our financial statements and related notes included in this prospectus beginning on page F-1. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. 

Overview

POMM Inc. (“Company”) is a holding company focused on the commercialization of the POMM solution and it owns 100% of OS New Horizon – Personal Computing Solutions Ltd., (the “Subsidiary”) and together they are developing and commercializing advanced biometry-based, user-enhanced authentication, and privacy management solutions. The Company is manufacturing its secure, biometric, privacy system under the “POMM” brand name and is offering its POMM platforms for smartphone users in the United States market and abroad. The Subsidiary operates as the fully-owned R&D division of the Company.

The POMM's core technology consists of two elements:

The current strategy focuses on standalone versions of the POMM™, MiniPOMM for privacy usages and POMMPro for professional usage. The POMM environment – the STG - is currently under development.

Our current R&D and engineering status is as follows:

The full-scale design, integration and testing of the POMM™'s electronics were completed in the 1^st half of 2015. All shown components reside on the electronic board and are encapsulated within its plastic double-wall environmentally sealed enclosure, designed as a smartphone case.

Financial Operations Overview

POMM Inc. (“POMM” or the “Company”) is a newly formed company. The Company, is the owner of 100% of the shares of OS New Horizon – Personal Computing Solutions Ltd. (OS or the “Subsidiary”), through restructuring under common control. The restructuring had been performed such that every current shareholder of OS has tendered its shares in OS in exchange for shares in POMM causing OS to become wholly owned subsidiary of POMM. The restructuring had been completed after receiving an approval in principle from the Israeli Tax Authority ("ITA") on January 12, 2015, authorizing the exchange of shares as an exempted transaction under section 104B of the Israeli Income Tax Ordinance. The financial operations overview refers to financial information of the OS as the predecessor of POMM. The financial statements of POMM do not reflect the restructuring as approved above. Now, the Subsidiary operates solely as the R & D division of the Company.

Revenue

We have not generated any revenue since our inception. To date, we have funded our operations primarily through equity financings, as well as from grants that we received from the European grants. If our product development efforts result success, we expect to generate revenue from sales of our POMM™ device.

Operating Cost and Expenses

Our operating costs and expenses are classified into two categories: research and development expenses and general and administrative expenses. For each category, the largest component is personnel costs, which consists of salaries, employee benefits and share-based compensation. Operating costs and expenses are expensed as incurred. We expect personnel costs to continue to increase as we hire new employees to continue to grow our business.

Research and Development Expenses, Net

Research and development activities are crucial to our business and existence as a viable product for the market. We intend to increase our research and development operations and expenses in order to complete the development of our POMM™ device which we believe could be available to the market within 10 months. We also intend to develop additional applications for the medical data and healthcare market as well as the financial markets. These applications are most fitted for the POMM™ concept having strong authentication means as well as isolated storage device. The concept is one device for one person guarantee full privacy and the knowledge that the one that is doing transactions is the one that is allowed to do so. These characteristics of the POMM™ guarantees that it is the best solution for handling and managing sensitive data.

Since 2012, we have spent approximately $2.9 million on research and development expenses as of December 31, 2015, of which $0.7 million was funded by European grants. Our total research and development expenses, net of participations in the years ended December 31, 2014 and December 31, 2015 were approximately $0.5 million and $0.9 million, respectively.  All research and development expenses are expensed as incurred. We expect research and development expenses to increase in absolute terms in the near term.

Research and development expenses primarily consist of:

The R&D was granted by a European Fund named FP7 based on 40 countries from Europe located at Brussels (web page https://ec.europa.eu/research/fp7/understanding/fp7inbrief/what-is_en.html indeed FP7) provided us with a grant in the aggregate of $700,000 approximately. Our wholly owned subsidiary OS New Horizon established a consortium of 7 partners from universities and research institutes from 5 different countries from Israel and Europe. The consortium is developing the POMM™ environment and the infrastructure for the Health and Finance applications. The consortium provided FP7 a proposed solution securing mobile services pursuant to which our R&D obtained the grant. The proposal was utterly based on the OS’s patents. This project called PCAS (Personal, Centralize Authentication System) is well monitored through the 2 years of it development by three independent evaluators. The other members of the consortium do not have rights for selling the products since it is based OS’s patent.

General and Administrative Expenses

Our general and administrative expenses consist primarily of salaries and other related costs, including share-based compensation expense, for employees varying from administrative personnel, to service fees and other general corporate expenses, such as communication technicians in Israel, to office rent to be undertaken in the U.S.A in New York, and travel expenses related to our development and commercialization efforts. We anticipate that our general and administrative expenses will increase in the next months as we incur additional general and administrative costs associated with the growth of the Company.

Marketing expenses

In the second quarter of 2016 we believe that we may launch sales of the POMM™ devices, so we will have to develop salesmen and distributers in the accessories market and add-on devices to Smartphones. We will have to advertise in order to promote the sales and build strategic relationships with existing distributors.

Financial Income and Finance Expenses

Our finance income and finance expenses consist primarily as a result of the year-end translation exchange rates of monetary assets and liabilities denominated in foreign currencies and recognized in the statement of comprehensive loss as “finance expenses”/“finance income.”

Taxes on Income

Our holding Company will have to be subject to all tax rules and requirements an U.S. based entity is subject to and our R&D is a pass through and the standard corporate tax rate in Israel for the 2014 tax year and thereafter is 26.5%, increased from 25% for the 2012 and 2013 tax years.

We do not generate taxable income in Israel, as we have historically incurred operating losses resulting in carry forward tax losses totaling approximately $2 million as of December 31, 2015.

Results of Operations

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Research and Development Expenses, net. Our research and development expenses for the year ended December 31, 2015 were $1.2 million, as compared with $0.8 million for the year ended December 31, 2014, an increase of $0.4 million. The increase in research and development expenses was primarily due to an increase in cost of salaries and related expenses in according with Share-Based Payment plan.

Participation in Research and development expenses were $0.3 million in both periods.

General and Administrative Expenses. Our general and administrative expenses for year ended December 31, 2015 were $1.3 million, as compared with $0.25 million for the year ended December 31, 2014. General and Administrative Expenses includes cost of salaries and related expenses, share-based payment, professional fees and other general and administrative expenses. The increase was primarily due to an increase in cost of salaries and related expenses in according with Share-Based Payment plan and in according with Severance pay.

Operating Loss. As a result of the increase in Research and Development Expenses, net and the increase in General and Administrative Expenses for the year ended December 31, 2015 compared to 2014, our operating loss for the year ended December 31, 2015 was $2.2 million, compared to $0.7 million for the year ended December 31, 2014.

Finance Income/ Expenses Our Finance Expenses for the year ended December 31, 2015 was $0.06 million, as compared to Finance Income $0.1 million for the corresponding period in 2014.

Net Loss. Our net loss for the year ended December 31, 2015 was $2.3 million, compared to $0.6 million for the corresponding period in 2014.

The Company has accumulated losses of $4.5 million and $2.2 million as of December 31, 2015, and December 31, 2014, respectively. The Company is still in its development stage and has not yet generated revenues.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Research and Development Expenses, net. Our total research and development expenses for the year ended December 31, 2014 were $0.8 million, compared to $0.6 million for the year ended December 31, 2013, an increase of $0.2 million. The increase in research and development expenses between 2014 and 2013 was primarily due to increases in Payroll and related expenses of $0.4 million deducted by decrease of 0.2 million in Professional services.

Participation in Research and development expenses for the year ended December 31, 2014 were $0.3 million, compared to $0.1 million for the year ended December 31, 2013, an increase of $0.2 million.

Research and development, net were similar on both periods in the amount of $0.5 million.

General and Administrative Expenses. Our general and administrative expenses for the year ended December 31, 2014 were $0.3 million, as compared to $0.6 million for the year ended December 31, 2013, a decrease of $0.3 million. The decrease in general and administrative expenses was primarily due to decreases in Payroll and related expenses and Professional services.

Operating Loss. As a result of a $0.3 million decrease in general and administrative expenses, for the year ended December 31, 2014 compared to the year ended December 31, 2013, our operating loss for the year ended December 31, 2014 was $0.7 million, as compared to $1.1 million for the year ended December 31, 2013.

Finance Income. Our finance income for the year ended December 31, 2014 was $0.1 million.

Net Loss. Our net loss for the year ended December 31, 2014 was $0.6 million, as compared to $1.1 million for the year ended December 31, 2013.

The Company has incurred losses of $0.7, and $1.1 million for the years ended December 31, 2014, and 2013, respectively, and accumulated losses of $2.2 million. The Company is still in its development stage and has not yet generated revenues.

Liquidity and Capital Resources

Liquidity

The Company and its subsidiaries are in development stage. We will likely have liquidity problems if we cannot raise a significant amount from this Offering or if we need additional funds for our strategic plans. The Company is not subject to any material liens, judgments or settlement obligations.

Sources of Liquidity

Historical Cash Flows

The following table summarizes our statement of cash flows for the years ended December 31, 2015, 2014 and 2013.

Operating Activities

Net cash used in operating activities for the year ended December 31, 2015 was $0.7 million, similar to the year ended December 31, 2014 and is mainly because of the operating loss.

Net cash used in operating activities for the year ended December 31, 2014 was $0.7 million, as compared to a balance in the year ended December 31, 2013. The balance in net cash used in operating activities in 2013 was primarily due to an Increase in other accounts payable as per of the operating loss.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2015, 2014 and 2013 mainly consists of Disposal / Investment in marketable securities and Fixed Assets.

Financing Activities

Net cash generated from financing activities for the year ended December 31, 2015 was $1 million, comprised from Shareholder's loans in the amount of $0.34 million and of net proceeds from private equity in the amount of $0.6 million.

Net cash generated from financing activities for the year ended December 31, 2014 was $0.4 million, comprised from Shareholder's loans in the amount of $0.27 million and of net proceeds from private equity in the amount of $0.16 million.

Net cash generated from financing activities for the year ended December 31, 2013 was $0.2 million, comprised from from private equity. 

Funding Requirements

We expect to incur losses from operations for the foreseeable future. We expect to incur increasing research and development expenses, including expenses related to the hiring of personnel. We expect that our general and administrative expenses will also increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being a big company in the United States, including directors’ and officers’ insurance, investor relations programs, and increased professional fees. Our future capital requirements will depend on a number of factors, including the timing and outcome of the POMM™ device, the costs involved in preparing, filing, prosecuting, maintaining, defending, and enforcing patent claims and other intellectual property rights, the availability of financing, and our success in developing markets for our products.

Our expected future expenditures related to product are as follows:

We believe that the net proceeds from this Offering, together with our existing cash, will be sufficient to fund our operating expenses and capital expenditure requirements at least until the end of 2018. We have based this estimate on assumptions that may prove to be wrong, and we may use our available capital resources more quickly than we currently expect because of the numerous risks and uncertainties associated with the development and commercialization of our POMM™ device.

Off-balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.

Quantitative and Qualitative Disclosure of Market Risks

Exchange Rate Risk

All of our assets and liabilities (except the Europe grant in Euro) are affected by fluctuations in the exchange rate between the U.S. dollar and the NIS. For example, salaries and related expenses for Israeli employees are paid in NIS and some of our suppliers are located in Israel and require payment in NIS.

As of December 31, 2015, our total assets and liabilities linked to the NIS amounted to $395,000 and $724,000, respectively. A 10% depreciation of the dollar in relation to the NIS would cause an exchange rate loss of $121,000.

As of December 31, 2015, we had no assets linked or liabilities linked to the Euro.

During the year ended December 31, 2015, the exchange rate between the NIS and the U.S. dollar increased by 0.33%.  To date, we have not hedged the risks associated with fluctuations in currency exchange rates.

Interest Rate Risk

We do not have obligation to pay that are linked to LIBOR and we are therefore not exposed to changes in LIBOR.

Application of Critical Accounting Policies and Estimates

The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America ("US GAAP"), and in accordance with the rules and regulations of the Securities and Exchange Commission."

The preparation of our financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as reported expenses during the reporting periods. On an ongoing basis, management evaluates such estimates and judgments, including those described in greater detail below. Our management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made and on various assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
 

Share-based compensation

The Company applies ASC 718-10, "Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options under the Company's stock plans based on estimated fair values.

ASC 718-10 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's statement of operations.

The Company estimates the fair value of share options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is the average volatility in the last three years for the software (System & Application) industry. The expected option term is calculated for options granted to employees and directors using the "simplified" method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company.

The Company estimates the fair value of share options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is calculated using historical share price movements over the period, equal to the expected option term. The expected option term is calculated for options granted to employees and directors using the "simplified" method. Grants to non-employees are based on the contractual term.

SECURITIES BEING OFFERED

Common Stock

We are authorized to issue 500,000,000 shares of common stock, par value of $0.00001 per share. As of December 31 2015, 1,444,813 shares of the Company’s common stock are issued and outstanding.

Each share of common stock shall have one (1) vote per share for all purposes. Our common stock does not provide a preemptive or conversion right and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of the Company’s board of directors.

Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Shareholders do not have preemptive rights to purchase shares in any future issuance of our common stock.

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future.

Preferred:

We are authorized to issue 10,000,000 shares of series A preferred stock, par value of 0.000001 per share. 1,279,855 shares out of the authorized preferred stock are allocated to 2016 Stock Option Plan as per its terms.

PLAN OF DISTRIBUTION

The Company will not engage any selling agents for commission or other compensation in this Offering. The Offering will be made through the Company’s directors and officers.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Significant Parties.

David Freidenberg, MBA – CEO, 14 years of experience in executive roles in the IT & telecommunication industry including CEO, VP Sales & business development. Annual Salary $240,000. Aesop program – a total sum of 200,000 options, 60,000 of which are fully vested, 35,000 vested on November 1, 2016 and 22,500 options for 1 year from October 1, 2017 to October 1, 2019. Remaining 37,500 options are subject to a vesting schedule of 12,500 options for year and are subject to the achievement of profit goals. Special bonus for success – 100% and above of achieving goals -$140,000. Between 60% - 100% of achieving goals – $60,000.

Gila Fish, M.Sc., Founder & Chairperson – System Analyst for more than 30 years. An IT Management professional, active Director in Public companies – Annual Salary $109,000 (expected to increase as of January 1 2017 to $155,500, and to be revised and increased subject to the achievement of profit goals). Special retiring grant $400,000. Aesop program – a total sum of 160,000: 40,000 options per year for 4 years for promoting the company's goals.

Avner Korman, M.Sc, MBA - VP R&D, 30 years of experience in building & managing Hi-Tech ventures. Annual Salary $77,780. Special retiring grant $400,000. Aesop program – 82,300 options, fully vested.

Abby Drue, President, is a marketing strategist, diversity trainer and behavioral development coach to professional associations, non-profit agencies, service organizations, government programs, as well as private businesses, mid-size companies, and large corporations. She established Abby Drue Inc. in 1984 as one of Atlanta, Georgia’s first boutique, full service communications firms specializing in all forms of organizational communications, client relations, media and printed informational materials as well as multimedia educational programs. Annual Salary $60,000.

Each one of the leading team will have a company car and an expenses budget.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

Same as section (a) above.

INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Sunny J. Barkats, Esq., from JSBarkats, PLLC, a law firm located at 18 East 41^st Street, 14^th fl. NY, NY 10017, is acting as the securities counsel for this Offering. Mr. Barkats received a cash fee, and his spouse Elana Barkats received 2.5% of the equity in POMM Inc., all prior to the Offering and not contingent upon the success of the Offering.

The validity of the shares of common stock offered hereby will be passed upon for us by Sunny J. Barkats Esq.

The financial statements of the Company as of and for the years ended December 31, 2015, 2014 and 2013, included in this Offering Circular have been audited by Brightman Almagor Zohar & Co., A member of Deloitte Touche Tohmatsu, independent auditors, as stated in their report appearing herein. 

The Company’s transfer agent and registrar is the firm VStock Transfer, LLC. They are located at 18 Lafayette Place, Woodmere, New York 11598. They can be reached via email at www.vstocktransfer.com or their direct number is 212.828.8436. None of the other named experts or counsel who rendered an opinion on, certified, or participated in, the preparation of this Offering Circular were employed on a contingency basis, or received an interest above 4.99% in the registrant or it parents or subsidiaries as a result of this Offering.

LITIGATION

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

SELLING SECURITY HOLDERS

Up to 149,488 shares may be sold by existing Shareholders. However, the aggregate number of shares sold by existing Shareholders will not exceed 30% of the total shares sold in the Offering.  

(1) Shlomi Hakim owns 40,250 options, all of which may be exercised and sold in the Offering.

(2) Arbel Braun Landau owns 36,500 options, 6,000 of which may be exercise and sold in the Offering.

(3) The shares owned by Elana Barkats are non-dilutive until the end of the Offering. Thus, if the Maximum Offering is sold, the Company will issue additional shares to Ms. Barkats to prevent dilution of its ownership interest.

(4) Represents approximately 10% of the outstanding shares prior to the Offering.

KEY INVESTMENT CONSIDERATIONS

The key investment considerations discussed below are qualified by the more detailed information appearing elsewhere in this Offering Circular, including “Risk Factors” beginning on page 5. This Offering Circular contains certain forward-looking statements. The Company’s actual results could differ materially from the results anticipated in these forward-looking statements, among other things, as a result of certain factors discussed in “Risk Factors”, “Forward-Looking Statements” and elsewhere in this Offering Circular.

We May Need Additional Capital.

Even after the Offering, we may need additional capital to continue our operations. For the six months following the Closing Date (as defined below), we will have to fund all of our operations and capital expenditures from the net proceeds of this Offering and cash on hand. If we sell the Maximum Units in this Offering resulting in gross proceeds of $10,001,750.50, we believe we will have sufficient capital to fund our operations for the next 18 months. While we do not expect to become cash flow positive within 12 months, and may not achieve any revenue from product sales, we do not anticipate any cash flow problems in the foreseeable future. However, should we raise less than the Maximum Offering, we may run out of operating capital within 12 months, or sooner. Since the development and commercialization of our product candidates is contingent on raising additional capital to continue our research and, thereafter, the marketing and commercialization of each of our compounds, if we cannot raise additional capital, we will not be able to pursue development or our product candidates. All estimated timeframes in this Offering Circular, including the projected use of proceeds table above, assumes the successful close of this Offering and the successfully raising of the necessary additional capital to fund continued our operations as planned.

CAPITALIZATION

The projected capitalization of the Company assuming the sale of all of the Units in the Offering is as follows:

The Company has 500,000,000 shares of common stock authorized, par value $0.00001 per share. The Company has 10,000,000 shares of series A preferred stock authorized, par value $0.00001 per share.

The current capitalization of the options of the Company is as follows:

DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS

The Company has not paid dividends, made distributions on its stock or redeemed any securities since its incorporation.

DIRECTORS OF THE COMPANY

Number of directors of the Company is two (2) and directors are elected annually. The initial directors of the Company are Gila Fish and David Freidenberg.

Have any of the Officers or Directors ever worked for or managed a company in the same business as the Company?

☒  Yes  ☐   No Explain:

David Freidenberg prior to his role as CEO of POMM was the CEO of Chip Pc Technologies Group and the managing director of its affiliate companies Chip PC Technologies GMBH and Chip Pc Inc. . Chip Pc a Thin client solution manufacture and one of the innovative companies in this segment. David acted as CEO for more than 3 years and the sales under his leadership were more than $25 MM.   

The Company currently does not have key man life insurance on any of its Officers, Directors or key personnel. In the future, we will consider taking on key man life insurance.

MANAGEMENT RELATIONSHIPS, TRANSACTIONS AND REMUNERATION

No relationships exist between the members of the management. The following is the remuneration of the management:

RECENT SALES OF UNREGISTERED SECURITIES

There have been no recent sales of unregistered Securities as of December 31, 2015.

POMM Inc.

TABLE OF CONTENTS

Financial Statements

As of December 31, 2015

Audited

INDEPENDENT AUDITORS' REPORT 

To the Board of Directors and Stockholders of

POMM Inc.  

We have audited the balance sheet of POMM Inc. (the "Company") as of December 31, 2015 and the related notes to the financial statement. 

Management's Responsibility for the Financial Statements 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. 

Auditors' Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 

Opinion 

In our opinion, the balance sheet referred to above present fairly, in all material respects, the financial position of POMM Inc. as December 31, 2015 in accordance with accounting principles generally accepted in the United States of America.  

Brightman Almagor Zohar & Co. 

Certified Public Accountants 

A member firm of Deloitte Touche Tohmatsu 

Tel Aviv, Israel 

April 14, 2016 

Tel Aviv - Main Office

1 Azrieli Center Tel Aviv, 6701101 P.O.B. 16593

Tel Aviv, 6116402 | Tel: +972 (3) 608 5555 | Fax: +972 (3) 609 4022 | info@deloitte.co.il 

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.

POMM Inc.

Balance Sheet

The accompanying notes are an integral part of the financial statements.

POMM Inc.

Notes to the financial statements

Note 1 — General

POMM Inc. (“POMM” or the “Company”) is a newly formed company. The Company, is the owner of 100% of the shares of OS New Horizon – Personal Computing Solutions Ltd. (OS or the “Subsidiary”), through restructuring under common control. The restructuring had been performed such that every current shareholder of OS has tendered its shares in OS in exchange for shares in POMM causing OS to become wholly owned subsidiary of POMM. The restructuring had been completed after receiving an approval in principle of the Israeli Tax Authority ("ITA") On the 12 of January 2015, authorizing the exchange of shares as an exempted transaction under section 104B of the Israeli Income Tax Ordinance. The final approval from the ITA was received on March 10, 2016. The financial operations overview refers to financial information of the OS as the predecessor of POMM. The financial statement of POMM do not reflect the restructuring as approved above.

The Company is expected, to offer its shares in an offering under Regulation A.

Note 2 — Significant Accounting Policies

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission, and, in the opinion of management, include all adjustments necessary for a fair presentation of the financial position as of the date presented.

Note 3 — Shareholders’ Equity

At the date of incorporation, the Company is authorized to issue 500,000,000 shares of ordinary shares, par value USD 0.00001. As of December 31, 2015, 0 shares are issued and outstanding.

OS New Horizon - Personal Computing Solutions Ltd.

Financial Statements

As of December 31, 2015 and 2014

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

OS New Horizon - Personal Computing Solutions Ltd.