© 2016 Teraphysics

This Presentation (the “Presentation”) has been prepared solely for informational purposes by Teraphysics Corporation (“Teraphysics”) and is being furnished through Boustead Securities, LLC (“Boustead Securities”) solely for use by prospective investors and other third parties in connection with their consideration of an investment in Teraphysics. This presentation is not, and should not be assumed to be, complete. This presentation has been prepared to assist interested parties in making their own evaluation of Teraphysics and does not purport to contain all of the information that may be relevant. In all cases, interested parties should conduct their own investigation and analysis of Teraphysics and the data set forth in this presentation and other information provided by or on behalf of Teraphysics. Any views and opinions expressed in this presentation are those of Teraphysics and do not necessarily represent facts. In addition, certain of the information contained herein may be derived from information provided by industry sources. Teraphysics believes that such information is accurate and that the sources from which it has been obtained are reliable. Teraphysics cannot guarantee the accuracy of such information, however, and has not independently verified such information. The information presented herein remains subject to change. Statements in this presentation are made as of the date of this presentation unless stated otherwise.

This presentation also contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements.” Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The forward-looking statements included herein are based upon Teraphysics’ current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond Teraphysics’ control. Although Teraphysics believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, Teraphysics’ actual results and performance and the value of its securities could differ materially from those set forth in the forward-looking statements due to the impact of many factors including, but not limited to, risks and uncertainties detailed in the “Risk Factors” in the Risk Factors section of Teraphysics’ Offering Circular on Form 1-A, filed with the U.S. Securities and Exchange Commission and other discussions of risk factors contained in Teraphysics’ periodic filings or supplements to the offering circular. Teraphysics Offering Circular on Form 1-A can be found at www.theasmx.com/investments/teraphysics. Teraphysics claims the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. Teraphysics undertakes no obligation to update or revise any such information for any reason after the date of this presentation, unless required by law.

Investment in Teraphysics’ securities involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment.


Investing in our Common Stock involves a high degree of risk. Some examples of certain risks that you should consider in connection with an investment in our Common Stock are the following: 

* Teraphysics is a development stage company and has commenced limited operations in our business, making our prospects for revenues, profitability and growth highly uncertain. 

* Our core mmw source device technology is still in the early stages of development and its technical and commercial feasibility and viability is unproven and uncertain. 

* Investors are unlikely to receive dividends on their Company stock. 

* We believe it is probable that we will require additional capital in order to fund our contemplated technology development and business operations activities. 

* Market acceptance of the mmw technology and products based thereon is uncertain. 

Prior to this offering, there has been no public market for Teraphysics’ Common Stock, therefore the company cannot predict the extent to which an active market for its Common Stock will develop or be sustained after this offering, or how the development of such a market might affect the market price of its common stock. Investors in this offering will experience immediate and substantial dilution and market price of the Company’s common stock may fluctuate. For a complete discussion of risks, please refer to the Form 1-A. The offering is being made only by means of an offering circular. An offering statement on Form 1-A relating to these securities has been qualified by the Securities and Exchange Commission. You may obtain a copy of the final offering circular here:

www.theasmx.com/investments/teraphysics. This document contains forward-looking statements reflecting current expectations that involve risks and uncertainties. These forward looking statements include statements regarding commercialization plans, projected timelines, etc. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in the offering circular. This document shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No money or other consideration is being solicited in connection with this document, and if sent in response, will not be accepted. Any person’s indication of interest involves no obligation or commitment of any kind.