Bellatora, Inc. (Form: 10-12G, Received: 09/19/2022 16:07:55)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

BELLATORA, INC.

(Exact Name of the Registrant as Specified in its Charter)

Colorado

47-1981170

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

2030 POWERS FERRY ROAD SE, SUITE #212, ATLANTA, GA 30339

(Address of Principal Executive Offices and Zip Code)

404-816-8240

(Registrant's Telephone Number, Including Area Code)

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Act:

Common Stock, Par Value $0.00001

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TABLE OF CONTENTS

		PAGE
ITEM 1	DESCRIPTION OF BUSINESS	1

ITEM 1A	RISK FACTORS	6

ITEM 2	FINANCIAL INFORMATION	15

ITEM 3	PROPERTIES	21

ITEM 4	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	22

ITEM 5	DIRECTORS AND EXECUTIVE OFFICERS	24

ITEM 6	EXECUTIVE COMPENSATION	28

ITEM 7	CERTAIN BENEFICIAL RELATIONSHIPS AND RELATED TRANSACTIONS	29

ITEM 8	LEGAL PROCEEDINGS	26

ITEM 9	MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	31

ITEM 10	RECENT SALES OF UNREGISTERED SECURITIES	33

ITEM 11	DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED	34

ITEM 12	INDEMNIFICATION OF DIRECTORS AND OFFICERS	35

ITEM 13	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	36

ITEM 14	CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON ACCOUNTING AND FINANCIAL DISCLOSURE	37

ITEM 15	FINANCIAL STATEMENTS AND EXHIBITS	38

	SIGNATURES	39

	EXHIBIT INDEX	38

	FINANCIAL STATEMENTS	F-1 – F-18

ITEM 1: DESCRIPTION OF BUSINESS

Our Company

Bellatora, Inc., a Colorado corporation, (“Bellatora”, “we", "us," or “our”) is a publicly quoted shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our common stock.

No potential merger candidate has been identified at this time.

We do not propose to restrict our search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. We have unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors.

The selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our management's best business judgment.

Our activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of its lack of resources and our inability to provide a prospective business opportunity with significant capital.

Reports to Security Holders

Upon effectiveness of this Registration Statement, we will be subject to the reporting requirements of Section 12(g) of the Exchange Act, and as such, we intend to file all required disclosures.

You may read and copy any materials we file with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

Jumpstart Our Business Startups Act

We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we did not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2020, our last fiscal year.

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

As an emerging growth company, we may take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies. These provisions include:

A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures:

Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

No non-binding advisory votes on executive compensation or golden parachute arrangements.

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Such sections are provided below:

Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management’s assessment of its internal controls.

Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

We have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.

Our History

Bellatora, Inc. (f/k/a Petroleum Analytics International, Inc. and f/k/a Oracle Nutraceuticals Company) is a Colorado corporation which conducts business from its headquarters in Las Vegas, Nevada. The Company sold two sizes of electronic cigars, commonly referred to as ecigars.

On April 13, 2014, Oncology Med, Inc., a Delaware corporation, converted to a Colorado corporation under the name Herbal Financial Solutions, Inc. On November 12, 2014, the Company filed an amendment to its Articles of Incorporation; whereby, it changed its name to Oracle Nutraceuticals Company. On December 29, 2014, the Company changed its name to Oncology Med, Inc.

On January 5, 2015, the company entered into a merger transaction with ONCO Merger Sub, Inc., a then newly formed Colorado corporation; whereby the successor company (ONCO Merger Sub, Inc.) changed its name to Oncology Med, Inc. On January 5, 2015, the company effected a share exchange with a newly-established corporation, named Oracle Nutraceuticals Company, whereby, Oracle Nutraceuticals issued 100 shares of its common stock in exchange for all of the issued and outstanding shares of Oncology Med, Inc., a Colorado corporation. This transaction became effective pursuant to a reorganization under the applicable provisions of Section 368(a), et seq., of the IRS Code of 1986, as amended. As the result of the reorganization, the public, trading company, formerly known as Oncology Med, Inc., a Delaware corporation and, subsequently, a Colorado corporation, became a wholly owned subsidiary of Oracle Nutraceuticals Company, and Oracle Nutraceuticals Company is deemed the successor entity which is now the reporting and publicly trading entity. Oncology Med, Inc was dissolved in 2015.

On September 30, 2014, Bellatora, LLC was established in Nevada. On February 22, 2016, Bellatora was acquired by Petroleum Analytics International, Inc. The transaction has been accounted for as a reverse acquisition, as owners and management of Bellatora, LLC have voting and operating control of the Company following completion of the Reverse Acquisition. In 2016 The State of Nevada revoked the LLC, and thereafter all transactions were conducted under Bellatora, Inc.

On June 18, 2021, Atom Miller resigned as President, CEO, CFO and a Director of the Company. Additionally, Erik Nelson was appointed President of the Company and a member of the Board of Directors of the Company on June 18, 2021. He is currently the sole officer and director of the Company.

The Company’s fiscal year ending is December 31.

Revenue

We have not recorded revenues through the date of this filing and we do not anticipate recognizing any revenues in the immediate future.

General Business Plan

Our business plan to seek a merger has many uncertainties which pose risks to investors.

We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. All of these activities have risk to investors including dilution and management.

We expect that the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.

The analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.

We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.

Acquisition Interest

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable state.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company.

The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.

While the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free” reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in significant dilution in the equity of our stockholders.

As part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain an independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.

With respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.

We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.

As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.

Competition

Investment Company Act 1940

Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

Intellectual Property

We own no intellectual property.

Employees

We presently have no full time executive, operational or clerical staff.

Mr. Erik Nelson was appointed as President of the Company and appointed as a member of the Board of Directors of the Company on June 18, 2021. He is currently the sole officer and director and devotes approximately 10 hours per week to Bellatora, Inc.

Factors Effecting Future Performance

Rather than an operating business, our goal is to obtain debt and/or equity finance meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.

Although there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition or merger which will enable us to continue as a going concern. Any acquisition or merger will most likely be dilutive to our existing stockholders.

The factors affecting our future performance are listed and explained below under the section “Risk Factors” below:

ITEM 1A: RISK FACTORS

We need to find financing for our business idea which is uncertain and risky.

Our plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of the events can be successfully completed, that any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

You should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as well as the other information contained in this Registration Statement, in evaluating our business and us.

Rather than our previous operating business, our business is now to seek to raise the debt and/or equity to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after the new business plan has been implemented.

RISKS RELATED TO OUR COMPANY

WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

As of June 30, 2022, we had an accumulated deficit of $876,591 and negative working capital of $75,905

Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the period ended December 31, 2021, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES

We have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed.

WE INTEND TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS

Our sole strategy is to acquire an operating business. Successful implementation of this strategy depends on our ability to identify a suitable acquisition candidate, acquire such company on acceptable terms and integrate its operations. In pursuing acquisition opportunities, we compete with other companies with similar strategies. Competition for acquisition targets may result in increased prices of acquisition targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other risks, including risks of acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense, diversion of management attention, potential disputes with the seller of one or more acquired entities and possible failure to retain key acquired personnel. Any acquired entity or assets may not perform relative to our expectations. Our ability to meet these challenges has not been established.

SCARCITY OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS

We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

WE HAVE NOT EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS

We have not executed any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. We have not identified any particular industry or specific business within an industry for evaluation. There is no assurance we will be able to negotiate a business combination on terms favorable, if at all. We have not established a specific length of operating history or specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

WE MAY BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS

Current conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.

BECAUSE OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT TO OTHER SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

Our principal shareholder has voting authority for approximately seventy-one percent (71%) of our outstanding common stock. As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.

OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US.

Certain conflicts of interest may exist between our sole director and us. Our sole Director has other business interests to which he devotes his attention and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See "Directors and Executive Officers" (page __ below), and "Conflicts of Interest." (page __ below).

WE MAY DEPEND UPON OUTSIDE ADVISORS; WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.

WE ARE NOT A REPORTING COMPANY AT THIS TIME, BUT WILL BECOME ONE DUE TO THE FILING OF THIS FORM 10-12G

Upon the successful filing of this Form 10-12G, we will be subject to the reporting requirements under the Securities and Exchange Act of 1934. As a result, shareholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. We intend to provide our shareholders with quarterly unaudited reports and annual reports containing financial information prepared in accordance with generally accepted accounting principles audited by independent certified public accountants and intend to register under the Securities Exchange Act, Section12(g). There can be no assurance that we shall be able to file this Form 10–12G successfully or that we shall become a reporting company.

WE ARE AN “EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)2(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt into the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.

WE MAY NOT BE ABLE TO MEET THE FILING AND INTERNAL CONTROL REPORTING REQUIREMENTS IMPOSED BY THE SEC WHICH MAY RESULT IN A DECLINE IN THE PRICE OF OUR COMMON SHARES AND AN INABILITY TO OBTAIN FUTURE FINANCING.

As directed by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. In addition, the independent registered public accounting firm auditing a company’s financial statements may have to also attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. We may be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement

Of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

Of management’s assessment of the effectiveness of its internal control over financial reporting as of year-end; and

Of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

Furthermore, our independent registered public accounting firm may be required to file its attestation on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting.

While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. In the event that we are unable to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the SEC, which could also adversely affect the market price of our common stock and our ability to secure additional financing as needed.

REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

The increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

THE JOBS ACT ALLOWS US TO DELAY THE ADOPTION OF NEW OR REVISED ACCOUNTING STANDARDS THAT HAVE DIFFERENT EFFECTIVE DATES FOR PUBLIC AND PRIVATE COMPANIES.

Since, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

WE HAVE A MATERIAL WEAKNESS IN OUR CONTROLS AND PROCEDURES

We have conducted an evaluation of our internal control over financial reporting based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of December 31, 2020 for the reasons discussed below:

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2020:

The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements.

Material Weakness – Inadequate segregation of duties.

The management of the Company believes that these material weaknesses will remain until such time that the Company has the resources to increase the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed. This will include, but not limited to, the following:

Hiring of additional personnel to adequately segregate financial reporting duties.

The retention of outside consultants to review our controls and procedures.

RISKS RELATED TO OUR SECURITIES

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS

Our primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in us issuing securities to stockholders of such private company. The issuance of previously authorized and unissued shares of our common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held our stockholders.

THE REGULATION OF PENNY STOCKS BY SEC AND NASD MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.

Our securities are currently thinly traded on the Over the Counter with a designation of Caveat Emptor – No Information. Our shares are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000).

For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

The shares of our common stock may be thinly traded on the Pink Sheets, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.

OUR STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.

We cannot give you any assurance that a broader or more active public trading market for our shares of common stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company.

WE HAVE HAD A "CAVEAT EMPTOR" DESIGNATION FOR OUR COMMON STOCK ON THE OTC MARKETS WEBSITE FOR SOME TIME NOW, AND THIS DESIGNATION CREATES A SIGNIFICANT IMPEDIMENT TO ANY INVESTOR OR SHAREHOLDER WHO MAY TRY TO BUY, SELL AND TRADE OUR STOCK.

OTC Markets has designated our stock as "Caveat Emptor" (i.e. buyer beware) which means that few if any stockbrokers will handle buy or sell orders or allow the trading of the stock, by investors or shareholders due to the designation. OTC Markets Group has discontinued the public display of quotes for our securities due to the Caveat Emptor designation. The Company is unable to determine when or if the designation will be removed by OTC Markets. What this means is that if one owns the stock, while the "Caveat Emptor" designation remains, it may be almost impossible to sell the shares, resulting in no liquidity, and it may be impossible for buyers to buy, as the brokerage firms will not execute orders for penny stocks with "Caveat Emptor" designations. Our stock will essentially have no liquidity while the designator exists.

OTC MARKETS CURRENTLY DISPLAYS A CAVEAT EMPTOR DESIGNATION

OTC Markets Group designates certain securities as “Pink Limited Information” and places a STOP Sign icon next to the stock symbol to inform investors that there may be reason to exercise additional caution and perform thorough due diligence before making an investment decision in that security.

OTC Markets will continue to display Pink Limited Information on its securities OTC Markets pages until adequate current information is made available by the issuer pursuant to the Alternative Reporting Standard or by the SEC Reporting Standard, and until OTC Markets believes there is no longer a public interest concern. Investors are encouraged to use caution and due diligence in their investment decisions.

The Company subscribes to OTC Markets for its OTC IQ disclosure program.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding shares so officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of Shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE

Our shares are currently listed on the Over the Counter (OTC) market (under symbol “ECGR”). Due to this listing on the OTC market it is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.

We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current Shareholders.

IF THE REGISTRATION OF OUR COMMON STOCK IS REVOKED IN THE FUTURE, OUR BUSINESS OPPORTUNITIES WILL CEASE TO EXIST

In the event our securities registration was to be revoked, we would not have the ability to raise money through the issuance of shares and would lose the ability to continue the business plan set out in this filing. Common stock issued and outstanding at that time would no longer be tradable.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

WE MAY BE UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS

The business of selecting and entering into a merger is fraught with all kinds of issues. For instance, the business may need capital that is never achieved, the management is not capable of carrying the business forward successfully, the business plan is ill conceived, and not executed, or competitive factors cause business failure. There are many other factors in addition to these, as may have been discussed above in “Risk Factors” which could cause our Company to fail and the investors capital will be at risk.

ITEM 2: FINANCIAL INFORMATION

Management's Discussion and Analysis of Financial Condition and Results of Operations.

This registration statement on Form 10-12g and other reports filed by us from time to time with the SEC (collectively, the "Filings") contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our 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 Filings, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan," or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. 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 we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the notes to those statements included elsewhere in this prospectus. In addition to the historical financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

OVERVIEW

The Company’s fiscal year ending is December 31.

PLAN OF OPERATION

Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

Our intended budget for the next twelve months is as follows:

	Q1 (Actual) for the year ended December 31, 2022		Q2 (Actual) for year ended December 31, 2022		Q3 Projected for the year ended December 31, 2022			Q4 Projected for the year ended December 31, 2022		Twelve Month Total
Accounting	$	–	$	6,725	$	6,000	$	6,000	$	18,725
Legal		1,350		200		1,000		1,000		3,550
General and administrative		–		–		2,000		2,000		4,000
Miscellaneous		–		–		1,000		2,000		3,000
Total Operating Expenses	$	1,350	$	6,925	$	10,000	$	11,000	$	29,275

At this time, we have $16,388 in cash on hand, and we are dependent on advances from our principal shareholder or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding these sources.

We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

We expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.

The analysis of new business opportunities will be undertaken by, or under the supervision of, our sole director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.

We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED DECEMBER 31, 2021 COMPARED TO THE YEAR ENDED DECEMBER 31, 2020

Revenue

We recognized no revenue during the years ended December 31, and 2020. We had no business from which to generate revenues.

Cost of Revenue

We recognized no cost of revenue during the years ended December 31, 2021 and 2020.

Gross Profit / (Loss)

We recognized no gross profit or loss during the years ended December 31, 2021 and 2020.

General and Administrative Expenses

During the year ended December 31, 2021, we incurred $35,901 in general, and administrative expenses compared to $23,834 in the year ended December 31, 2020.

Other Income and (expense), net

During the year ended December 31, 2021 we recognized other income net, of $58,607 compared to zero in the same period in the prior year. Other income, net was comprised of a $60,000 gain on the extinguishment of debt offset by $1,393 in interest expense on related party notes payable.

Net income(loss)

As a result of the forgoing during the years ended December 31, 2021, we recorded net income of $22,705 compared to a net loss of $(23,834) in the year ended December 31, 2020.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2021

Revenue

We recognized no revenue during the six months ended June 30, 2022 and 2021. We had no business from which to generate revenues.

Cost of Revenue

We recognized no cost of revenue during the six months ended June 30, 2022 and 2021.

Gross Profit / (Loss)

We recognized no gross profit or loss during the six months ended June 30, 2022 and 2021.

General and Administrative Expenses

During the six months ended June 30, 2022, we incurred $8,275 in general, and administrative expenses compared to $24,685 in the six months ended June 30, 2021. General and administrative expense for the six months ended June 30, 2021 includes $19,000 in non-cash stock based compensation.

Other (expense)

During the six months ended June 30, 2022 and June 30, 2021 we recognized other expense of $5,612 and $-0-, comprised of interest expense on related party notes payable.

Net income(loss)

As a result of the forgoing during the six months ended June 30, 2022, we recorded a net loss of $13,887 compared to a net loss of $24,685 for the six months ended June 30, 2022.

Liquidity and Capital Resources

On June 30, 2022 we had cash of $16,388, no operating business or other source of income and outstanding liabilities of $92,293 and an accumulated deficit of $876,591.

Operating Activities

During the six months ended June 30, 2022, we used $8,275 in our operating activities, compared with $2,312 in the six months ended June 30, 2021.

Financing Activities

During the six months ended June 30, 2022, we generated $20,000 cash from our financing activities comprised of $20,000 from the proceeds of related party notes payable compared to $2,700 for the six months ended June 30, 2021.

Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended December 31, 2021 and 2020, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in Note 2 to our Financial Statements on page F-__. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statements. However, it should be noted that we intend to acquire a new operating business. The critical accounting policies and estimates for such new operations will, in all likelihood, be significantly different from our current policies and estimates.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this registration statement on Form 10. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not Effective as of June 30, 2022

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present accurately, in material respects, our financial position and results of operations in fairness and conformity with generally accepted accounting principles.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate, and that the assumptions and opinions in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management’s and directors’ authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.

We conducted an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of December 31, 2020 for the reasons discussed below.

A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30, 2022:

Material Weakness – Inadequate segregation of duties.

We expect to be materially dependent on a third party that can provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.

This registration statement on Form 10 does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this registration statement on Form 10.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the period ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

SUBSEQUENT EVENTS

We have evaluated subsequent events after June 30, 2022 through the date this report was filed and have determined there have been no subsequent events for which disclosure is required.

ITEM 3: PROPERTIES

We do not own or lease any properties.

Since June 18, 2021 through the date of this filing, our corporate offices have been located at 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA 30339 and are provided to us by our sole officer and director at no cost to us.

ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth as of June 30, 2022 the number and percentage of the outstanding shares of common stock, which according to the information available to us, were beneficially owned by:

	(i)	each person who is currently a director,
	(ii)	each executive officer,
	(iii)	all current directors and executive officers as a group, and
	(iv)	each person who is known by us to own beneficially more than 5% of our outstanding common stock.

Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

OFFICERS AND DIRECTORS

Title of Class	Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Owner	Percent of Class Outstanding (2)
Common Shares	Coral Investment Partners, LP, c/o Erik S. Nelson, Chief Executive Officer, President, Chief Financial Officer, and Director (3)	100,000,000	71%

Common Shares	All Directors and Executive Officers as a Group (1 person)	100,000,000	71%

	(1)	The address of each person listed above, unless otherwise indicated, is c/o Bellatora, Inc. 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA 30339.
	(2)	Based upon 140,790,867 common shares issued and outstanding on a fully diluted basis.
	(3)	Mr. Nelson’s beneficial ownership is based on 100,000,000 shares owned by Coral Capital Investment Partners, LP (“Coral”). Mr. Nelson owns the general partner of Coral and controls the decision to vote and dispose of all shares owned by Coral. Mr. Nelson disclaims any beneficial ownership in shares owned by Coral over his beneficial ownership in Coral.

GREATER THAN 5% STOCKHOLDERS

Title of Class	Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Owner	Percent of Class Outstanding (2)
Common Shares	Coral Investment Partners, LP, c/o Erik S. Nelson, Chief Executive Officer, President, Chief Financial Officer, and Director (3)	100,000,000	71%

Common Shares	Atom Miller 10205 Barrel Ridge St. Las Vegas, NV 89183	24,000,000	17%

	(1)	The address of each person listed above, unless otherwise indicated, is c//o Bellatora, Inc. 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA 30339.
	(2)	Based upon 140,790,687 common shares issued and outstanding on a fully diluted basis.
	(3)	Mr. Nelson’s beneficial ownership is based on 100,000,000 shares owned by Coral Capital Investment Partners, LP (“Coral”). Mr. Nelson owns the general partner of Coral and controls the decision to vote and dispose of all shares owned by Coral. Mr. Nelson disclaims any beneficial ownership in shares owned by Coral over his beneficial ownership in Coral.

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Included in this table are only those derivative securities with exercise prices that we believe have a reasonable likelihood of being “in the money” within the next sixty days.

As of the date of this filing and since September 30, 2021, there have been no issuances of any class of stock, or any other security.

ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

The following table sets forth the names, ages, and positions with us for each of our directors and officers as of June 30, 2022:

Name		Age		Position
Erik S. Nelson		54		CEO, President, Chief Financial Officer and Director

Erik S. Nelson, Chief Executive Office, President, Chief Financial Officer and Director

Erik S. Nelson, age 54, our sole director, was appointed as CEO, President, and a Member of the Board of Directors on October 26, 2020. Mr. Nelson is a graduate of the University of Colorado (1989) with a bachelors in Business Administration, with an emphasis in Finance.

Mr. Nelson’s specific experience and qualifications, attributes or skills as listed below led to the conclusion that he should serve as a director:

Mr. Nelson has a diverse knowledge of financial, legal, and operations management, public company management, accounting, audit preparation, due diligence reviews and SEC regulations.

Mr. Nelson has experience in assisting companies to comply with the Securities and Exchange Commission rules, corporate reorganizations, and the FINRA corporate action process. Additionally, Mr. Nelson has extensive experience in evaluating business plans of companies in a variety of industries.

Mr. Nelson is also the President of Coral Capital Advisors, LLC. an advisory services firm founded in 1995 that provides services to privately held and publicly traded companies.

As President of Coral Capital Advisors, Mr. Nelson has consulted on several acquisitions and corporate restructurings. This includes the acquisition of Nexland, Inc. by Winstar Resources in 1999, ISNI.net, Inc. by Hawkeye Corp. in 2000, 3Pea Technologies, Inc. by Tika, Corp. in 2006, and Digitiliti, Inc. by Themescapes, Inc. in 2007. Additionally, Mr. Nelson provides due diligence services through his consulting firm, Coral Capital Advisors, LLC.

Mr. Nelson is also the President of Mountain Share Transfer, LLC, an SEC registered stock transfer agent since September 2012. As President of Mountain Share Transfer, Mr. Nelson has gained valuable experience in operational management for public and private companies, and corporate governance for over 50 public company clients .

Mr. Nelson has experience in preparing companies for audits.

Mr. Nelson is experienced in corporate record keeping resulting in part from his experience in stock record keeping related to companies which are clients of Mr. Nelson’s company, Mountain Share Transfer, LLC. Mr. Nelson has experience in filings with the Securities and Exchange Commission for companies he consults for including 10-K’s, 10-Q’s, Registration Statements, 8-K’s, Section 14 Compliance, and financial reporting.

Mr. Nelson has served as a member of the Board of Directors of the following publicly traded companies: BitMine Immersion Technologies, Inc., Vinings Holdings, Inc., Nocera, Inc., Wolverine Holding Corp., and Cyclone Holdings, Inc.

Mountain Share Transfer and Erik Nelson consented to an SEC Order in 2015 related to failure to file an updated correct TA-1 Form and other administrative violations and disclosure matters of the Transfer Agent, Mountain Share Transfer (Administrative Proceeding file no. 3-16378, 34 Act Rel. no. 74226). Mr. Nelson was disciplined by the NASD in 1995 for misconduct involving accounts when he was acting as a registered broker representative. He consented to censure, and a bar from being a representative, and was fined $50,000. He had been terminated as a registered representative and has not been reinstated since then.

Additional Information

Pursuant to the definition contained with the Securities Act, Mr. Nelson is deemed to be a promoter of this Company and those listed below.

The business purpose of this blank check company as well as the previous blank check companies that Mr. Nelson was involved with, were to engage in a business merger or acquisition with an unidentified company or companies.

The information below summarizes all of the blank check companies, which filed a registration statement on Form 10-12g, with which Mr. Nelson has been affiliated with within the past five years.

Name of Company	Date of Transaction	Compensation Received in shares/ Retained in the Transaction	Shares Received/ Retained in the Transaction
Sandy Springs Holdings, Inc.	July 16, 2021. (1)	$106,922 (2)	1,505,000 (2)
Vinings Holdings, Inc.	February 12, 2021 (3)	$300,000 (3)	400,000 (3)
Nocera, Inc. (4)	December 31, 2018	$175,000 (4)	652,600 (4)

Name of Issuer	Market Ticker	Positions	From MM - YYYY	To MM-YYYY
Sandy Springs Holdings, Inc. (1)	OTC – SSHI	President, CFO, Secretary, Director (2 a )	08 - 2019	Present
Vinings Holdings, Inc. (3)	OTC - COEP	CEO, CFO, Secretary, Director	10 – 2019	02 - 2021
Nocera, Inc.(4)	OTC - NCRA	CEO, CFO, Secretary, Director	08 – 2002	12 -2021

______________________

(1) Sandy Springs Holdings, Inc. f/k/a Renewable Energy Solutions, Inc., filed a Form 10 Registration Statement on October 27, 2020. By a written consent dated July 16, 2021, holders of a majority of the Company’s issued and outstanding common stock approved a resolution to appoint Jonathan Bates, Raymond Mow, Michael Maloney and Seth Bayles (the “New Directors”) to the board of directors of the Company, and to appoint Jonathan Bates as Chairman. At the same time, the shareholders approved the issuance of 34,749,999 shares of common stock in the Company’s offering of common stock at $0.015 per share. The New Directors or their affiliates acquired an aggregate of 21,450,000 shares of common stock in the offering.

The appointment of the New Directors to the Company’s board, and sale to the New Directors of a controlling interest in the Company, were made in order to enable the Company to enter the business of creating a hosting center for Bitcoin mining computers primarily utilizing immersion cooling technology, as well mining the Bitcoin digital currency for its own account.

(2) Following the acquisition of the controlling interest, the promissory note to Coral Investment Partners was repaid in full. Coral Investment Partners retained 1,505,000 common shares representing 3.68% of the issued and outstanding shares of Sandy Springs Holdings, Inc. Additionally, Coral Investment Partners holds 500,000 Class A Warrants exercisable at $2.00/share, and 500,000 Class B Warrants exercisable at $5.00/share. No other fees have been paid to Coral Investment Partners or Mr. Nelson. In July of 2021, Sandy Springs Holdings, Inc. amended its Articles of Incorporation to change the name of the company to BitMine Immersion Technologies, Inc.

(2a) On July 16, 2021, Erik S. Nelson resigned as Chief Financial Officer and Corporate Secretary. Mr. Nelson remains Chief Executive Officer.

(3) Vinings Holdings, Inc. f/k/a NaeroDynamics, Inc. filed a Form 10 Registration Statement on August 12, 2020. On February 12, 2021 , Vinings Holdings completed the acquisition of Coeptis Pharmaceuticals, Inc. At the time of the acquisition the outstanding promissory note to Coral Investment Partners in the amount of $51,835 was repaid in full. Additionally, at the closing of the merger, Coeptis Pharmaceuticals purchased 328,000 of its common shares from Coral Investment Partners for an aggregate of approximately $247,165; and Coral Investment Partners sold 8,000 Series B Preferred shares to the CEO of the Company for $1,000. Coral Investment Partners retained 400,000 common shares, 500,000 Class A Warrants exercisable at $2.00/share, and 500,000 Class B Warrants exercisable at $5.00/share. Following the completion of the acquisition, Vinings Holdings changed its name to Coeptis Therapeutics, Inc.

(4) Nocera, Inc. filed a Form 10 Registration Statement on October 19, 2018. On December 31, 2018 the company acquired Grand Smooth Inc., Ltd. (“GSI”), a Taiwan based company involved in the production of Recirculating Aquaculture Systems (“RAS”) for land based fish farms. Concurrent with the closing of the acquisition, GSI contributed $175,000 to Nocera which was disbursed to Nelson Fiorino Holdings, LLC. for the settlement of any tax issues relating to foreign ownership reporting, and clearance thereof from the IRS, and payment of any costs and assessments therefrom, after which time any balance left shall be released to Nelson Fiorino Holdings, LLC, as compensation for managing the process. At the time of the merger, Nelson Fiorino Holdings owned 1,000,000 common shares, 500,000 Class A Warrants exercisable at $0.50/share, and 500,000 Class B Warrants exercisable at $1.00/share. Mr. Nelson held a 50% interest in Nelson Fiorino Holdings. At the time of the merger, Coral Investment Partners owned 150,000 common shares, 150,000 Class A Warrants, and 150,000 Class B Warrants. Mr. Nelson remains the beneficial owner of 652,600 shares representing 7.15% of the issued & outstanding shares. On December 31, 2018 Mr. Nelson resigned as President and CFO of Nocera, Inc. On December 31, 2021 Mr. Nelson resigned as Secretary and a member of the Board of Directors of Nocera, Inc.

The information below summarizes all of the blank check companies, which have not filed a registration statement, with which Mr. Nelson has been associated.

Mr. Nelson was appointed President and sole Director of Bellatora, Inc. on June 18, 2021. The shares of Bellatora, Inc. are currently traded on the OTC market with the ticker symbol ‘ECGR’. Coral Investment Partners currently owns 100,000,000 common shares. The Company has not engaged in any business combination and is not currently seeking any business combination, merger, or acquisition.

Mr. Nelson was appointed President and sole Director of Digital Day Agency, Inc. on December 2, 2020. The shares of Digital Day Agency, Inc. currently trade on the OTC market with the ticker symbol ‘DDDA’. Coral Investment Partners is the beneficial owner of 1,000,000 shares of the Company. Digital Day Agency has not engaged in any business combination and is not currently seeking any business combination, merger, or acquisition.

Mr. Nelson was appointed President and a member of the Board of Directors of ATI Networks, Inc. on July 20, 2021. The shares of ATI Networks are currently traded on the OTC market under the ticker symbol ‘ATIW’. The Company has not engaged in any business combination and is not currently seeking any business combination, merger, or acquisition.

CONFLICTS OF INTEREST - GENERAL

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

COMMITTEES OF THE BOARD OF DIRECTORS

In the ordinary course of business, the board of directors maintains a compensation committee and an audit committee.

The primary function of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation, including bonuses, of our officers and to administer the grants under our stock option plan.

The functions of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.

In the absence of a separate audit committee our board of directors’ functions as audit committee and performs some of the same functions of an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls.

ITEM 6: EXECUTIVE COMPENSATION

During the period ended June 30, 2022, Mr. Erik S. Nelson was our sole director and officer.

Executive compensation for the year ended December 31, 2020 through the period ended September 30, 2021 was as follows:

NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)	BONUS ($)	STOCK AWARDS ($)	OPTIONS AWARDS ($)	NONQUALI-FIED DEFERRED COMPENS- ATION ($)	ALL OTHER COMP ($)	TOTAL
Erik S. Nelson, President, Chief Financial Officer & Director (1)	2020	$0	$0	$0	$0	$0	$0	$0
	2021	$0	$0	$0	$0	$0	$0	$0
Six months ended June 30,	2022	$0	$0	$0	$0	$0	$0	$0

______________________________________

1.	Mr. Erik S. Nelson, our sole officer and director, was appointed as President, and CFO and a member of the Board of Directors on June 18, 2021.

ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 18, 2021 the Company entered into a $30,000 Promissory Note Agreement at 24% interest with Coral Investment Partners (“CIP”) . CIP’s managing director is Erik Nelson who is also the CEO of the Company. On March 31, 2022, CIP increased its Promissory Note to $50,000 by funding another $20,000 loan to the Company. As of June 30, 2022 the balance due to CIP was $50,000 plus $8,807 in accrued interest.

Stock Options

The Company has no stock option plan at this time.

ITEM 8: LEGAL PROCEEDINGS

Neither we, nor our sole officer, directors or holders of five percent or more of its common stock is a party to any pending legal proceedings and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent or more of its common stock have been threatened or is pending against us.

ITEM 9: MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED SANDY SPRINGS HOLDINGS, INC. MATTERS

Market Price and Stockholder Matters

The Company’s common stock is listed on the OTC Pink under the ticker “ECGR.” Currently, the Company has a “Stop” warning from OTC Markets. Currently there is only a limited, sporadic, and volatile market for our stock on the OTC. OTC Markets Group has discontinued the public display of quotes for our securities due to the Caveat Emptor designation.

The following table sets forth the high and low sales prices of our common stock as reported by the OTC for the periods indicated. These prices represent prices between inter-dealer prices, do not include retail markups, markdowns, or commissions, and do not necessarily reflect actual transactions

		Low		High
Six Months Ended June 30, 2022
March 31, 2022	$	0.0046	$	0.01037
June 30, 2022	$	0.002	$	0.0049

		Low		High
Fiscal Year Ending 2021
March 31, 2021	$	0.00230	$	0.0085
June 30, 2021	$	0.00188	$	0.0055
September 30, 2021	$	0.0008	$	0.015
December 31, 2021	$	0.0071	$	0.0235

	Low		High
Fiscal Year Ending 2020
March 31, 2020	$	0.002	$	0.006
June 30, 2020	$	0.003	$	0.003
September 30, 2020	$	0.002	$	0.002
December 31, 2020	$	0.003	$	0.003

Last Reported Price

On September 16, 2022 the last reported bid price of our shares of common stock reported on the OTC Markets was $0.0002 per share.

Record Holders

There were 309 holders of record as of September 16, 2022. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one or more customers who beneficially own the shares.

Our transfer agent is Action Stock Transfer, Inc., 2469 East Fort Union Blvd., Suite #214, Salt Lake City, UT 84121. Their telephone number is (801) 274-1088.

Dividend Policy

We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit arrangements may then impose.

Penny Stock

Penny Stock Regulation Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities.

ITEM 10: RECENT SALES OF UNREGISTERED SECURITIES

During the period of December 31, 2020 through June 30, 2022, we have made unregistered sales or issuances of securities as set forth below:

DATE OF ISSUANCE	TITLE OF SECURITIES	NO. OF SHARES	CONSIDERATION

June 18, 2021	Common	100,000,000	$1,000

Exemption From Registration Claimed

All of the above sales by our Company of its unregistered securities were made by our Company in reliance upon the available exemptions from registration requirements of Section 4(a)(2) at such time (and now 4(a)(5)) of the Securities Act of 1933, as amended (the "'33 Act"). All of the individuals and/or entities that purchased the unregistered securities were primarily existing shareholders, known to our Company and its management, through pre-existing business relationships, as long-standing business associates and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to management of our Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to our Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

ITEM 11: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

Description of Common Stock

We are authorized to issue 2,000,000,000 shares of our Common Stock, $0.00001 par value (the "Common Stock"). Each share of the Common Stock is entitled to share equally with each other share of Common Stock in dividends from sources legally available therefore, when, and if, declared by our board of directors and, upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in the assets of the Company that are available for distribution to the holders of the Common Stock. Each holder of Common Stock is entitled to one vote per share for all purposes, except that in the election of directors, each holder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose, and the holders of Common Stock have no preemptive rights, redemption rights or rights of conversion with respect to the Common Stock. Our board of directors is authorized to issue additional shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder action. All shares of Common Stock have equal voting rights, and voting rights are not cumulative.

Description of Warrants

As of June 30, 2022 the Company had 50,000,000 Class A warrants and 50,000,000 Class B warrants. The Class A warrants are exercisable at $0.01 per share and the Class B warrants are exercisable at $.025 per share.

Cashless Exercise. If at any time after the Initial Issuance Date, there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

(A)

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Transfer Agent

Our transfer agent is Action Stock Transfer, Inc., 2469 East Fort Union Blvd., Suite #214, Salt Lake City, UT 84121. Their telephone number is (801) 274-1088.

ITEM 12: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under our Articles of Incorporation and By-Laws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. No officer or director may be indemnified, however, where the officer or director acted committed intentional misconduct, fraud, or an intentional violation of the law.

We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Colorado.

Regarding the indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to officers and directors under Colorado law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by our officer(s), director(s), or controlling person(s) in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

ITEM 13: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements for the years ended December 31, 2021 and 2020 and for the three and six months ended June 30, 2022 and 2021 appear at the end of this registration statement on pages F-1 though F-18.

ITEM 14: CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with the independent registered public accounting firm regarding accounting and financial disclosure.

ITEM 15: FINANCIAL STATEMENTS AND EXHIBITS

(a)

Audited financial statements for the years ended December 31, 2021 and 2020 and for the six months ended June 30, 2022 appear at the ended of this registration statement on page F-1 through F-18.

Exhibit Index

Exhibit No.	Description

3.1	Articles of Incorporation - Onco Merger Sub Inc.	Filed Herewith

3.2	Statement of Merger Oncology Med Inc.	Filed Herewith

3.3	Amendment to Articles of Incorporation – Oncology Med Inc.	Filed Herewith

3.4	Amendment to Articles of Incorporation – Bellatora, Inc.	Filed Herewith

3.5	By-laws of Bellatora, Inc.	Filed Herewith

3.6	Amended and Restated Articles of Incorporation - Bellatora Inc.	Filed Herewith

10.2	Promissory Note Agreement between Coral Investment Partners, LP and Bellatora, Inc.	Filed Herewith

23.1	Consent of BF Borgers CPA PC	Filed Herewith

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.

		Bellatora, Inc.

Date:	September 19, 2022		By:	/s/ Erik S. Nelson
				Erik S. Nelson Chief Executive Officer (Principal Executive Officer), President and Chief Financial Officer (Principal Accounting Officer)

BELLATORA, INC.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(AUDITED)

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Bellatora, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bellatora, Inc. (the "Company") as of December 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2021

Lakewood, CO

September 19, 2022

F-2

BELLATORA, INC.

BALANCE SHEETS

	December 31,			December 31,
	2021			2020

ASSETS
Current Assets
Cash	$	4,663		$	2,139
Total current assets		4,663			2,139
Total assets	$	4,663		$	2,139

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	–		$	17,750
Accrued liabilities		33,486			30,112
Accrued interest		3,196			–
Notes payable related parties		30,000			–
Third party short term loans		–			60,000
Total current liabilities		66,681			107,862

Commitments and contingencies		–			–

STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value, 10,000,000 shares authorized, -0- shares issued and outstanding		–			–
Common stock, $0.00001 par value, 200,000,000 shares authorized, 140,790,867 and 40,790,867 shares issued and outstanding, respectively of December 31, 2021 and 2020		1,408			408
Additional paid-in-capital		799,278			779,278
Accumulated deficit		(862,704	)		(885,409	)
Total stockholders' deficit		(62,018	)		(105,724	)
Total liabilities and stockholders' deficit	$	4,663		$	2,139

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

F-3

BELLATORA, INC.

STATEMENTS OF OPERATIONS

	Year ended			Year ended
	ended			ended
	December 31,			December 31,
	2021			2020

Revenues
Revenues	$	–		$	–

Operating expenses
General and administrative expense -related party		–			–
Selling, general and administrative expenses		35,901			23,834
Total operating expenses		35,901			23,834
Loss from operations		(35,901	)		(23,834	)
Other income and expense:
Gain on the extinguishment of debt		60,000			–
Interest expense		(1,393	)		–
Total other income and expense		58,607			–
Net income (loss)	$	22,705		$	(23,834	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding:
Basic and diluted		78,886,105			40,790,867

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

F-4

BELLATORA, INC

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

	Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2019		40,790,867	$	408	$	779,278	$	(861,575	)	$	(81,889	)

Net (loss)		–		–		–		(23,834	)		(23,834	)

Balance, December 31, 2020		40,790,867	$	408	$	779,278	$	(885,409	)	$	(105,724	)

	Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2020		40,790,867	$	408	$	779,278	$	(885,409	)	$	(105,724	)

Net income		–		–		–		22,705			22,705

Issuance of common shares -related party		100,000,000		1,000		19,000		–			20,000

Warrants issued -related party		–		–		1,000		–			1,000

Balance, September 30, 2021		140,790,867	$	1,408	$	799,278	$	(862,704	)	$	(62,018	)

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

F-5

BELLATORA, INC

STATEMENTS OF CASH FLOWS

	Year ended			Year ended
	December 31,			December 31,
	2021			2020

Cash flows used in operating activities
Net income (loss) from operations	$	22,705		$	(23,834	)
Stock based compensation		19,000			–
Gain on the extinguishment of debt		(60,000	)		–
Adjustments to reconcile net loss to net cash used in operating activities
Changes in assets and liabilities
Accounts payable		(17,750	)		–
Accrued interest		3,195			–
Accrued liabilities		3,373			21,307
Net cash used in operating activities		(29,476	)		(2,527	)

Cash flows used in investing activities
Net cash used in investing activities		–			–

Cash flows provided by financing activities
Common stock issued for cash		1,000			–
Warrants issued for cash		1,000			–
Notes payable related party		30,000			–
Advances by related party		10,556			34,340
Repayment of advances by related party		(10,556	)		(34,398	)
Net cash provided by (used in) financing activities		32,000			(58	)

Net increase in cash		2,525			(2,585	)
Cash, beginning of period		2,139			4,724
Cash, end of period	$	4,663		$	2,139

Supplemental disclosure of cash flow information:
Cash paid for interest	$	–		$	–
Cash paid for taxes	$	–		$	–

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

F-6

Bellatora, Inc.

Notes to Financial Statements

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Nature of Operations

Bellatora, Inc. (the Company - f/k/a Petroleum Analytics International, Inc. and f/k/a Oracle Nutraceuticals Company) is a Colorado corporation which previously conducted its business from its headquarters in Las Vegas, Nevada. The Company sells two sizes of electronic cigars, commonly referred to as ecigars. On April 13, 2014, Oncology Med, Inc., a Delaware corporation, converted to a Colorado corporation under the name Herbal Financial Solutions, Inc. On November 12, 2014, the company filed an amendment to its Articles of Incorporation; whereby, it changed its name to Oracle Nutraceuticals Company. On December 29, 2014, the company changed its name to Oncology Med, Inc. On January 5, 2015, the company entered into a merger transaction with ONCO Merger Sub, Inc., a then newly formed Colorado corporation; whereby the successor company (ONCO Merger Sub, Inc.) changed its name to Oncology Med, Inc.

On January 5, 2015, the company effected a share exchange with a newly-established corporation, named Oracle Nutraceuticals Company, whereby, Oracle Nutraceuticals issued 100 shares of its common stock in exchange for all of the issued and outstanding shares of Oncology Med, Inc., a Colorado corporation. This transaction became effective pursuant to a reorganization under the applicable provisions of Section 368(a), et seq., of the IRS Code of 1986, as amended. As the result of the reorganization, the public, trading company, formerly known as Oncology Med, Inc., a Delaware corporation and, subsequently, a Colorado corporation, became a wholly owned subsidiary of Oracle Nutraceuticals Company, and Oracle Nutraceuticals Company is deemed the successor entity which is now the reporting and publicly trading entity. Oncology Med, Inc was dissolved in 2015. On September 30, 2014, Bellatora, LLC was established in Nevada. On February 22, 2016, Bellatora was acquired by Petroleum Analytics International, Inc. The transaction has been accounted for as a reverse acquisition, as owners and management of Bellatora, LLC have voting and operating control of the Company following completion of the Reverse Acquisition. In 2016 The State of Nevada revoked the LLC, and thereafter all transactions were conducted under Bellatora, Inc.

The Company has been an inactive shell for approximately one year

The Company’s accounting year-end is December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred.

Covid-19

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce, or suspend their operating activities. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.

F-7

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of accrued liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for doubtful accounts, inventories, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 605. For the year ended December 31, 2020, the financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2021 and December 31, 2020 the Company’s cash and cash equivalents totaled $4,663 and 2,139, respectively.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

F-8

On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB has issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and leases standards for certain companies.

The Company adopted ASC 842 on January 1, 2020 and the adoption had no impact on the Company’s financial statements because the Company does not have any operating leases

NOTE 3 – ACCRUED LIABILITIES

As of December 31, 2021 and December 31, 2020 the Company had $33,486 and $30,112, respectively in accrued liabilities. These accrued liabilities represent amounts that the Company received cash for and recorded as revenue but was unable to document revenue recognition under the guidelines of ASC 606. They will remain as liabilities until the Company can document the sales or until the statute of limitations expires on these liabilities

NOTE 4 – REALTED PARTY TRANSACTIONS

On June 18, 2021 the Company entered into a $30,000 Promissory Note Agreement at 24% interest with Coral Investment Partners (“CIP”) . CIP’s managing director is Erik Nelson who is also the CEO of the Company. As of December 31, 2021 the balance due to CIP was $30,000 plus $3,196 in accrued interest

NOTE 5 – EQUITY

The Company has authorized 200,000,000 shares of par value $0.0001 common stock. As of December 31, 2021 and December 31, 2020 the Company had 140,790,867 and 40,790,867 common shares issued and outstanding, respectively. On June 18, 2021 CIP purchased 100,000,000 shares of common stock 100,000,000 warrants for a total of $2,000. The common shares share were valued at $0.0002 which was the quoted price of the Company’s common stock as of the date of purchase, or $20,000. As a result the Company recorded $19,000 in stock based compensation on its Statement of Operations.

F-9

BELLATORA, INC.

FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(UNAUDITED)

F-10

BELLATORA, INC.

BALANCE SHEETS

	June 30,			December 31,
	2022			2021
	(Unaudited)

ASSETS
Current Assets
Cash	$	16,388		$	4,663
Total current assets		16,388			4,663
Total assets	$	16,388		$	4,663

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	–		$	–
Accrued liabilities		33,486			33,486
Accrued interest		8,807			3,196
Notes payable related parties		50,000			30,000
Total current liabilities		92,293			66,681

Commitments and contingencies		–			–

STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value, 10,000,000 shares authorized, -0- shares issued and outstanding		–			–
Common stock, $0.00001 par value, 2,000,000,000 shares authorized, 140,790,867 shares issued and outstanding, respectively as of June 30, 2022 and December 31, 2021		1,408			1,408
Additional paid-in-capital		799,278			799,278
Accumulated deficit		(876,591	)		(862,704	)
Total stockholders' deficit		(75,905	)		(62,018	)
Total liabilities and stockholders' deficit	$	16,388		$	4,663

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

F-11

BELLATORA, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021

Revenues
Revenues	$	–		$	–		$	–		$	–

Operating expenses
General and administrative expense -related party		–			19,000			–			19,000
Selling, general and administrative expenses		6,925			887			8,275			5,685
Total operating expenses		6,925			19,887			8,275			24,685
Loss from operations		(6,925	)		(19,887	)		(8,275	)		(24,685	)
Other income and expense:
Interest expense		(3,364	)		–			(5,612	)		–
Total other income and expense		(3,364	)		–			(5,612	)		–
Net (loss)	$	(10,289	)	$	(19,887	)	$	(13,887	)	$	(24,685	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding:
Basic and diluted		140,790,867			53,977,680			140,790,867			40,790,867

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

F-12

BELLATORA, INC

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

	Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2020		40,790,867	$	408	$	779,278	$	(885,409	)	$	(105,724	)

Net loss		–		–		–		(4,798	)		(4,798	)

Balance, March 31, 2021		40,790,867	$	408	$	779,278	$	(890,206	)	$	(110,521	)

Net loss		–		–		–		(19,888	)		(19,888	)

Issuance of common shares -related party		100,000,000		1,000		–		19,000			20,000

Warrants issued -related party		–		–		1,000		–			1,000

Balance, June 30, 2021		140,790,867	$	1,408	$	780,278	$	(891,094	)	$	(109,408	)

	Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2021		140,790,867	$	1,408	$	799,278	$	(862,704	)	$	(62,018	)

Net loss		–		–		–		(3,598	)		(3,598	)

Balance, March 31, 2022		140,790,867	$	1,408	$	799,278	$	(866,302	)	$	(65,616	)

Net loss		–		–		–		(10,289	)		(10,289	)

Balance, June 30, 2022		140,790,867	$	1,408	$	799,278	$	(876,591	)	$	(75,905	)

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

F-13

BELLATORA, INC

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months			Six months
	ended			ended
	June 30,			June 30,
	2022			2021

Cash flows used in operating activities
Net income (loss) from operations	$	(13,887	)	$	(24,686	)
Stock based compensation		–			19,000
Adjustments to reconcile net loss to net cash used in operating activities
Changes in assets and liabilities
Accrued interest		5,612			–
Accrued liabilities		–			3,373
Net cash used in operating activities		(8,275	)		(2,312	)

Cash flows provided by financing activities
Common stock issued for cash		–			1,000
Warrants issued for cash		–			1,000
Advances by related party		20,000			10,556
Repayment of advances by related		–			(9,856	)
Net cash provided by financing activities		20,000			2,700

Net increase in cash		11,725			389
Cash, beginning of period		4,663			2,139
Cash, end of period	$	16,388		$	2,528

Supplemental disclosure of cash flow information:
Cash paid for interest	$	–		$	–
Cash paid for taxes	$	–		$	–

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

F-14

Bellatora, Inc.

Notes to Unaudited Financial Statements

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Nature of Operations

The Company has been an inactive shell for approximately one year and a half.

The Company’s accounting year-end is December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Covid-19

F-15

Use of Estimates

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 605. For the year ended December 31, 2021 and the six months ended June 30, 2022, the financial statements were not impacted as a result of the application of Topic 606 compared to Topic 605.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2022 and December 31, 2021 the Company’s cash and cash equivalents totaled $16,388 and $4,663 respectively.

Stock-based Compensation

Income taxes

F-16

Net Loss per Share

Recent Accounting Pronouncements

The Company adopted ASC 842 on January 1, 2020 and the adoption had no impact on the Company’s financial statements because the Company does not have any operating leases

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of June 30, 2022, the Company had an accumulated deficit of $876,591.

The Company does not expect to generate operating cash flow that will be sufficient to fund presently anticipated operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Currently the company’s operations are being funded by a related party. The Company will be required to continue to do so until its operations become profitable. However, there can be no assurance that the related party will continue to fund the Company or that other sources of additional debt or equity financing will be available to the Company on acceptable terms, or at all.

F-17

NOTE 4 – ACCRUED LIABILITIES

As of June 30, 2022 and December 31, 2021 the Company had $33,486 and $33,486, respectively in accrued liabilities. These accrued liabilities represent amounts that the Company received cash for and recorded as revenue but was unable to document revenue recognition under the guidelines of ASC 606. They will remain as liabilities until the Company can document the sales or until the statute of limitations expires on these liabilities

NOTE 5 – RELATED PARTY TRANSACTIONS

On June 18, 2021 the Company entered into a $30,000 Promissory Note Agreement at 24% interest with Coral Investment Partners (“CIP”) . CIP’s managing director is Erik Nelson who is also the CEO of the Company. On March 31, 2022, CIP increased its Promissory Note to $50,000 by funding another $20,000 loan to the Company As of June 30, 2022 the balance due to CIP was $50,000 plus $8,807 in accrued interest

NOTE 6 – EQUITY

The Company has authorized 200,000,000 shares of par value $0.0001 common stock. As of June 30, 2022 and December 31, 2021 the Company had 140,790,867 and 140,790,867 common shares issued and outstanding, respectively. On June 18, 2021 CIP purchased 100,000,000 shares of common stock 100,000,000 warrants for a total of $2,000. The common shares share were valued at $0.0002 which was the quoted stock market price of the Company’s common stock, as of the date of purchase, or $20,000. As a result the Company recorded $19,000 in stock based compensation on its Statement of Operations.

F-18

Exhibit 3.1

Name (if an individual) or (if an entity) (Last) (First) (Middle) (Suffix) (Caution : Do not provide both an individual and an entity name.) Mailing address Oracle Nutraceuticals Company 8 Exchange Boulevard (Street number and name or Post Office Box information) Suite 711 Rochester NY 14614 (City) (State) (ZIP/Postal Code) United States . (Province – if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The corporation has one or more additional incorporators and the name and mailing address of each additional incorporator are stated in an attachment. 5. The classes of shares and number of shares of each class that the corporation is authorized to issue are as follows. The corporation is authorized to issue common shares that shall have unlimited voting rights and are entitled to receive the net assets of the corporation upon dissolution. Information regarding shares as required by section 7 - 106 - 101, C.R.S., is included in an attachment. 6. (If the following statement applies, adopt the statement by marking the box and include an attachment.) ݲ This document contains additional information as provided by law. 7. (Caution : Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are . (mm/dd/yyyy hour:minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. (The following statement is adopted by marking the box.) ݲ The person appointed as registered agent above has consented to being so appointed. 4. The true name and mailing address of the incorporator are ARTINC_PC Page 2 of 3 Rev. 8/5/2013

8. The true name and mailing address of the individual causing the document to be delivered for filing are Hudson _ R andolph S (Last) (First) (Middle) (Suffix) One East Main Street (Street number and name or Post Office Box information) Suite 711 Rochester _ NY _ 1 4614 - 1880 (City) (State) (ZIP/Postal Code) United States . (Province – if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s). ARTINC_PC Page 3 of 3 Rev. 8/5/2013

ONCO Merger Sub, Inc., Articles of Incorporation, Page 1 of 14 ARTICLES OF INCORPORATION OF ONCO MERGER SUB, INC. Pursuant to the applicable provisions of Section 7 - 90 - 301 et seq . , Section 7 - 110 - 107 , and Section 7 - 90 - 304 . 5 of the Colorado Revised Statutes ("CRS"), the undersigned, Oracle Nutraceuticals Company, a Colorado corporation, hereby adopts these Articles of Incorporation of the corporation . ARTICLE I, NAME. The name of this corporation is "ONCO Merger Sub, Inc.". ARTICLE II, PERIOD OF DURATION. The corporation shall have the power to exist in perpetuity from and after the date of the filing of these Articles of Incorporation with the Secretary of State of the State of Colorado, unless otherwise dissolved by the shareholders (as provided hereinbelow) or by operation of law . ARTICLE III, PURPOSES AND POWERS. 1. Purposes . Except as may be restricted or limited by these Articles of Incorporation, the corporation is organized, in general, for the purpose of transacting all lawful business for which corporations may be incorporated under the Colorado Business Corporation Act . The intended primary purpose of the corporation is to effect a qualified reorganization under the applicable provisions of Section 368 (a), et seq . of the Internal Revenue Code of 1986 , as amended, pursuant to a certain merger agreement and plan of reorganization among Oncology Med, Inc . , a Colorado corporation, and, subsequently, to agree to exchange its shares with Oracle Nutraceuticals Company, a Colorado corporation in accordance with that certain merger agreement and plan of reorganization . 2. General Powers . Except as may be restricted or limited by these Articles of Incorporation, the corporation shall have and may exercise all powers and rights to which a corporation may lawfully exercise pursuant to the Colorado Business Corporation Act in force as per the filing date of the corporation's Articles of Incorporation . 3. Issuance of Shares . The board of directors of the corporation may divide and issue any class of stock of the corporation in series pursuant to an amendment, accompanied by a resolution, properly filed with the Secretary of State of the State of Colorado .

ONCO Merger Sub, Inc., Articles of Incorporation, Page 2 of 14 ARTICLE IV, CAPITAL STOCK. 1. Authorized Shares . The aggregate number of shares which the corporation shall have authority to issue is 2 , 010 , 000 , 000 (two billion ten million) shares, consisting of two classes to be designated as the common stock, par value $ 0 . 00001 per share ("Common Stock"), and 10 , 000 , 000 (ten million shares) of Series A Preferred Stock, par value $ 0 . 01 per share ("Preferred Stock") of the Corporation . The designations, voting rights, preferences, and dividends for each class of stock are as follows: a. Common Stock. (1) Dividend Rate . Subject to the rights of holders of the Series A Preferred Stock having preference as to dividends and except as otherwise provided by these Articles of Incorporation, as restated or amended from time to time or the CRS, the holders of Common Stock shall be entitled to receive dividends when, as, and if declared by the board of directors out of assets legally available therefor . (2) Voting Rights . Except as otherwise provided by the CRS, the holders of the issued and outstanding shares of the Common Stock shall be entitled to one vote for each share of Common Stock . No holder of shares of Common Stock shall have the right to cumulate votes . (3) Liquidation Rights . In the event of liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, subject to the prior preferential rights of holders of the Series A Preferred Stock, the holders of shares of the Common Stock can share ratably in the corporation's assets, and shall share equally and ratably in the corporation's assets available for distribution after giving effect to any liquidation preference to the holders of any shares of the Series A Preferred Stock . A merger, conversion, exchange, or consolidation of the corporation with or into any other person or entity, or sale or transfer of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of assets to stockholders), shall not be deemed to be the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the corporation . (4) No Conversion, Redemption, or Preemptive Rights . The holders of Common Stock shall have any conversion and redemption rights, but not preemptive rights . (5) Consideration for Shares . The Common Stock authorized by this article shall be issued for such consideration as shall be from time to time fixed by the corporation's board of directors . b. Series A Preferred Stock.

ONCO Merger Sub, Inc., Articles of Incorporation, Page 3 of 14 (1) Dividend Rate . The holders of Series A Preferred Stock shall be entitled to receive a dividend in the amount of 10 % (ten percent) annually, payable at any time as may be from time to time authorized by the board of directors out of the assets legally available therefor, before the payment of dividends, if any, to the holders of shares of the Common Stock, out of assets legally available therefor . (2) Voting Rights . Any holder of the issued and outstanding shares of the Series A Preferred Stock shall be entitled to 200 (two hundred) votes for each one share of Series A Preferred Stock held by him . (3) Liquidation Rights . In the event of a liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, the collective holders of shares of the Series A Preferred Stock shall have priority over the corporation's assets available for distribution in the event of any liquidation or dissolution of the corporation . A merger, conversion, exchange, or consolidation of the corporation with or into any other person or entity, or the sale or transfer of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of assets to stockholders), shall not be deemed to be the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the corporation . (4) Conversion, Redemption, or Preemptive Rights . Any holder of Series A Preferred Stock shall have the right to convert his shares of Series A Preferred Stock to Common Stock on one months' notice to the corporation's board of directors at the rate of 200 shares of Common Stock for every one share of Series A Preferred Stock owned or held by him, and shall have redemption rights under the terms that shall be fixed, from time, by the written consent of a corporate action approved by not less than 66 - 2 / 3 % of the holders of the corporation's Series A Preferred Stock . It shall be the corporation's responsibility to make certain the corporation is authorized to issue that number of shares to accommodate such conversion of Series A Preferred Stock to Common Stock, n advance of any such action . (5) Consideration for Shares . Apart from the provisions of Article IV( 1 )(b) hereof, the shares of the Series A Preferred Stock issued in future shall be issued for such consideration as shall be fixed, from time to time, by the board of directors . 2 . Non - Assessment of Stock . The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation, as restated or amended, shall never be amended in this particular . No stockholder of the corporation is individually liable for the debts or liabilities of the corporation . ARTICLE V, ACTION BY SERIES A PREFERRED STOCKHOLDERS.

ONCO Merger Sub, Inc., Articles of Incorporation, Page 4 of 14 The holders of 66 - 2 / 3 % or greater of the corporation's Series A Preferred Stock may effect any corporate action by written consent in lieu of a meeting regardless of the result of any vote to the contrary taken by the holders of the corporation's Common Stock . ARTICLE VI, DIRECTORS AND OFFICERS. 1. Number of Directors . The members of the governing board of the corporation are styled as directors . The board of directors of the corporation shall be elected in such manner as shall be provided in the bylaws of the corporation . The board of directors shall consist of at least one ( 1 ) individual . The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the corporation . 2. Limitation of Liability . The liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the CRS . If the CRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the CRS of record as of the date of the corporation's formation and organization shall prevail over any dispute between the corporation and the State of Colorado . 3. Payment of Expenses . In addition to any other rights of indemnification permitted by the laws of the State of Colorado, or as may be provided for by the corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit, or proceeding (including without limitation, an action, suit, or proceeding by or in the right of the corporation), whether civil, criminal, administrative, or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the corporation or while serving in any capacity at the request of the corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the corporation or through insurance purchased and maintained by the corporation or through another financial arrangement made by the corporation, at the corporation's expense, as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation . To the extent that an officer or director is successful on the merits in defense of any such action, suit, or proceeding, or in the defense of any claim, issue, or matter therein, the corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense . 4. Repeal and Conflicts . Any repeal or modification of sections 3 or 4 above approved by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the corporation existing as of the time of such repeal or modification . In the event of any conflict between sections 3 or 4 above and

ONCO Merger Sub, Inc., Articles of Incorporation, Page 5 of 14 any other article of these Articles of Incorporation, the terms and provisions of sections 3 or 4 above shall control. 5. Initial Directors. The initial directors of the corporation following its incorporation are: a. Michael P. Grande 392 Lyell Avenue Rochester, New York 14606 - 1636 b. Randolph S. Hudson Unit 115 20 Del Monte Avenue Monterey, California 93940 - 2348 c. Dean M. Denton 15420 Lake Vera Purdon Road Nevada City, California 95959 - 9430 d. Tiffany L. Grande 1499 Maiden Lane Rochester, New York 14626 - 1824 6. Initial Officers . The initial officers of the corporation following its incorporation are (a) Michael P . Grande, who will serve as the corporation's President and Chief Executive Officer, (b) Dean M . Denton, who will serve as a Senior Vice - President of the corporation, and its Secretary and Chief Administrative Officer, and (c) Tiffany L . Grande, who will serve as a Senior Vice - President of the corporation, and its Treasurer and Chief Financial Officer . ARTICLE VII, VOTING ON CERTAIN TRANSACTIONS. Not inconsistent with the provisions of Article V hereinabove, 1. Amendment to Articles of Incorporation . The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by the CRS, and all rights conferred on stockholders herein are granted subject to this reservation ; provided, however, that no amendment, alteration, change or repeal may be made to these Articles of Incorporation without the affirmative vote of the holders of not less than sixty - six and two - thirds percent ( 66 - 2 / 3 % ) of the issued and outstanding shares of the corporation's Series A Preferred Stock . 2. Additional Vote Required . Any affirmative vote required by this article seventh shall be in addition to the vote of the holders of any class or series of stock of the corporation otherwise required by law, these Articles of Incorporation, the bylaws, or by the resolutions of the board of directors providing for the issuance of such class or series and any agreement

ONCO Merger Sub, Inc., Articles of Incorporation, Page 6 of 14 between the corporation and any securities exchange or over - the - counter market upon which the corporation's shares are listed or designated for trading. ARTICLE VIII, TRANSACTIONS WITH INTERESTED DIRECTORS. No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors are directors or officers are financially interested shall be either void or voidable solely because of such relationship or interest or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because their votes are counted for such purpose if : a. The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors ; or b. The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent ; or c. The contract or transaction is fair and reasonable to the corporation . Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof, which authorizes, approves, or ratifies such contract or transaction . ARTICLE IX, CORPORATE OPPORTUNITY. The officers, directors, and other members of management of this corporation shall be subject to the doctrine of "corporate opportunities", only insofar as it applies to business opportunities in which this corporation has expressed an interest as determined from time to time by this corporation's board of directors and as evidenced by resolutions appearing in the corporation's minutes . Once such areas of interest are delineated, all such business opportunities within such areas of interest which come to the attention of the officers, directors, and other members of management of this corporation which shall be disclosed promptly to this corporation and made available to it and to its shareholders . The board of directors may reject any business opportunity presented to it and thereafter any officer, director, or other member of management may avail himself or herself of such opportunity . Until such time as this corporation, through its board of directors, has designated an area of interest, the officers, directors, and other members of management of this corporation, shall be free to engage in such areas of interest on their own and this doctrine shall not limit the rights of any officer, director, or other member of management of this corporation to continue a business existing prior to the time that such area of interest is designated by the corporation . This provision shall not be construed to release any employee of this corporation (other than an officer, director, or

ONCO Merger Sub, Inc., Articles of Incorporation, Page 7 of 14 member of management) from any duties, which he or she may provide to this corporation, nor shall this provision be interpreted to imply any form of agreement, employment or otherwise, between the corporation and any such officer, director, member of management, or employee . ARTICLE X, INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS. The corporation may indemnify any director, officer, employee, fiduciary, or agent of the corporation to the full extent permitted by CRS as in effect at the time of the conduct by such person . In furtherance of this article tenth, not inconsistent with Article XIV hereof, and notwithstanding the impositions and/or limitations enumerated in the CRS, the position of the United States Securities and Exchange Commission ("SEC") indicates that the indemnification of a public company's officers and directors contradicts public policy and that such indemnification operates in opposition to U . S . Federal securities laws . To that extent, and in the case of any dispute or controversy between the corporation and the SEC, or in the event any action is brought against the corporation by the SEC in regard to the corporation's indemnification of its officers, directors, employees, or agents, the laws of the State of Colorado that apply to the indemnification of the corporation's officers and directors shall prevail . ARTICLE XI, AMENDMENTS. Not inconsistent with the provisions set forth in Article VII hereof, subject to the rights and reservations of the holders of the corporation's Series A Preferred Stock, the corporation reserves the right to amend its Articles of Incorporation from time to time in accordance with the CRS, these Articles of Incorporation, and the corporation's bylaws . ARTICLE XII, ADOPTION AND AMENDMENT OF BYLAWS. Subject to repeal or change by action of the shareholders, the power to alter, amend, or repeal the bylaws of the corporation, or to adopt new bylaws, shall be vested in the board of directors . The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with the CRS and these Articles of Incorporation, as such may be amended and/or restated . Thereafter the initial adoption of the bylaws of the corporation requires the affirmative vote by the holders of not less than 66 - 2 / 3 % of the corporation's Series A Preferred Stock . ARTICLE XIII, REGISTERED OFFICE AND REGISTERED AGENT. The corporation's initial address of the registered office of the corporation is 36 South 18 th Avenue, Suite D, in Brighton, Colorado 80601 , and the name of the registered agent at such

address is National Properties Trust. Either the registered office or the registered agent may be changed in any manner permitted by the CRS or by operation of law. Acceptance of Appointment by Registered Agent . National Properties Trust does hereby accept its appointment as this corporation's initial registered agent in accordance with the terms of its appointment in this article thirteenth . National Properties Trust By: Randolph S. Hudson Its: President ARTICLE XIV, LIMITATION OF LIABILITY OF DIRECTORS TO CORPORATION AND SHAREHOLDERS. Not inconsistent with the provisions of Article IX and Article X hereof, no director shall be liable to the corporation or any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director (a) shall be liable under the CRS Section 7 - 108 - 402 or any amendment thereto or successor provision thereto ; (b) shall have breached the director's duty of loyalty to the corporation or its shareholders ; (c) shall have not acted in good faith or, in failing to act, shall not have acted in good faith ; (d) shall have acted or failed to act in a manner involving intentional misconduct or a knowing violation of law ; or (e) shall have derived an improper personal benefit . Neither the amendment nor repeal of this article, nor the adoption of any provision in these Articles of Incorporation inconsistent with this article, shall eliminate or reduce the effect of this article in respect of any matter occurring prior to such amendment, repeal, or adoption of an inconsistent provision . This article shall apply to the full extent now permitted by the CRS or as may be permitted in the future by changes or enactments in the CRS, including without limitation Section 7 - 109 - 102 and/or Section 7 - 109 - 103 , as may be applicable to any controversy then under review . ARTICLE XV, RECAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES. The board of directors may not, without the consent of the holders of not less than 66 - 2 / 3 % of the corporation's Series A Preferred Stock, adopt any plan of reorganization or recapitalization affecting the outstanding securities of the corporation, including, but not limited to effecting a forward or reverse split of all of the outstanding securities of the corporation or the declaration of any dividend to the holders of any class or series of the corporation's common stock . ARTICLE XVI, MEDIATION OF DISPUTES AMONG SHAREHOLDERS, DIRECTORS, AND OFFICERS. ONCO Merger Sub, Inc., Articles of Incorporation, Page 8 of 14

All disputes and controversies among any of the corporation's shareholders, directors, and officers shall be mediated by a mediator qualified, selected, and appointed by the initial directors of the corporation . The initial situs for mediation shall be Rochester, Monroe County, New York ; however, subject to the provisions of Article XI hereof, may be changed to suit the needs and best interest of the corporation . ARTICLE XVII, RECAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES. The board of directors, without the consent of the holders of the Series A Preferred Stock, may adopt any recapitalization affecting the outstanding securities of the corporation by effecting a forward or reverse split of all of the outstanding securities of the corporation, with appropriate adjustments to the corporation's capital accounts . IN WITNESS WHEREOF , I, Michael P . Grande, the duly appointed President of Oracle Nutraceuticals Company, a Colorado corporation, the incorporator of this corporation, have subscribed this document and do hereby affirm, under penalty of perjury, that the statements contained herein have been examined by me and are true and correct as of this third day of January 2015 . FOR ORACLE NUTRACEUTICALS COMPANY, as Incorporator: ONCO Merger Sub, Inc., Articles of Incorporation, Page 9 of 14 Michael P. Grande

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY ONCO Merger Sub, Inc., Articles of Incorporation, Page 10 of 14 To: The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Michael P. Grande President Oracle Nutraceuticals Company ("Oracle") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of Oracle, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly elected and qualified Chairman of the Board, President, Chief Executive Officer, and Acting Chief Operating Officer of Oracle . 2. Oracle is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oracle's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oracle's Board of Directors to act on behalf of and to bind with respect to filing these Articles of Incorporation for ONCO Merger Sub, Inc . with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. I have the power and authority to execute this Certificate on behalf of Oracle. 6. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by Oracle's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNESS WHEREOF , the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation By: Michael P. Grande Its: President and Chief Executive Officer, not as an individual

CORPORATE ACTION BY THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ORACLE NUTRACEUTICALS COMPANY, A Colorado corporation The entire Board of Directors, acting by written consent in lieu of a meeting pursuant to the provisions of Section 7 - 108 - 102 of the Colorado Business Corporation Act, do hereby agree to enfranchise ONCO Merger Sub, Inc. as a domestic, for - profit Colorado corporation and to cause its president to file Articles of Incorporation with the Office of the Secretary of State of the State of Colorado for such purpose. As permitted by Section 7 - 110 - 102(1) of the Colorado Business Corporation Act, the shareholders of the corporation are not entitled to any notice nor are any of them required or entitled to vote on the matter that is the subject of this corporate action and effected by the majority of directors of the corporation. This corporate action by written consent will be placed in the corporation's Minute Book. The directors of Oracle Nutraceuticals Company, representing all of the corporation's Board of Directors acting by written consent, are Michael P. Grande, Randolph S. Hudson, Dean M. Denton, and Tiffany L. Grande, being duly elected and appointed directors of the corporation. The following corporate action is hereby adopted: RESOLVED, that Michael P. Grande, the corporation's President and Chief Executive Officer, is hereby empowered to act as the corporation's authorized representative and is hereby authorized to file the Articles of Incorporation for ONCO Merger Sub, Inc. with the Office of the Secretary of State of the State of Colorado, and further authorizes Mr. Grande to enter into any ancillary agreement or understanding and file any additional documents with any state or federal agency or department to confirm the facts stated herein and appurtenant thereto. ONCO Merger Sub, Inc., Articles of Incorporation, Page 11 of 14 Michael P. Grande Chairman of the Board Randolph S. Hudson Vice - Chairman of the Board

Dean M. Denton Director Tiffany L. Grande Director ONCO Merger Sub, Inc., Articles of Incorporation, Page 12 of 14 DATED: January 3, 2015 CERTIFICATE OF THE SECRETARY OF ORACLE NUTRACEUTICALS COMPANY I, Dean M. Denton, Secretary of Oracle Nutraceuticals Company, a Colorado corporation, hereby certify that the minutes to which this certificate is attached has been adopted pursuant to the applicable provisions of the Colorado Business Corporation Act, as in effect as of the date hereof, and the Colorado Revised Statutes, as the same may apply to the action described in the attached resolution and minutes. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the third day of January 2015. ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation ("Company") Dean M. Denton Senior Vice - President Chief Administrative Officer Corporate Secretary

RESIGNATION OF ORACLE NUTRACEUTICALS COMPANY AS THE INCORPORATOR OF ONCO MERGER SUB, INC., a Colorado corporation Immediately following the acceptance of the Articles of Incorporation of ONCO Merger Sub, Inc . , a Colorado corporation, by the Office of the Secretary of State of the State of Colorado, I, Michael P . Grande, as the duly elected President of Oracle Nutraceuticals Company, do hereby resign Oracle Nutraceuticals Company as the incorporator of said corporation ; and, further, waive all rights and claims to and against ONCO Merger Sub, Inc . , as such rights are permitted to an incorporator of a Colorado domestic, for - profit corporation under the Colorado Business Corporation Act . ONCO Merger Sub, Inc., Articles of Incorporation, Page 13 of 14 Michael P. Grande Its: President

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY ONCO Merger Sub, Inc., Articles of Incorporation, Page 14 of 14 To: The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Michael P. Grande President Oracle Nutraceuticals Company ("Oracle") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of Oracle, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly elected and qualified Chairman of the Board, President, Chief Executive Officer, and Acting Chief Operating Officer of Oracle . 2. Oracle is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oracle's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oracle's Board of Directors to act on behalf of and to bind Oracle with respect to filing this resignation on behalf of Oracle with the Secretary of State of the State of Colorado ; whereby, Oracle resigns as the incorporator of ONCO Merger Sub, Inc . 5. I have the power and authority to execute this Certificate on behalf of Oracle. 6. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by Oracle's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNESS WHEREOF , the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation By: Michael P. Grande Its: President and Chief Executive Officer, not as an individual

Exhibit 3.2

Document processing foe lf document·is filed on paper lf document is filed electronically : Fees & fonns/cover sheets are subject to change. To file electronically, access instructions· for thi8 fomvcover sheet and other information or prini copies of tiled documents, visit www.sos.state.co.us and ·select Business. Paper documents.must be typewri.ttcn or machine printed. $150.00 Cun - ently Not Available 20151008'3'33 $150,00 SECPETAF:Y OF STATE 01/05/2015 14=32:18 AIJUVE SPACE FOR umCE USE OKL \ " Statemen_t of Merger (Surviving Entity is a Domestic Entity) filed pursuant to - i 7 - 90 - : 0." \ . 7 of the Colorado Re,ised Statutes (C.R.S.) I. For each mergina entity, its ID number (if applicable), entity name or true name, form of e1ltity, jurisdiction under the law of which it is fo1mcd, and principal address arc ID Number 201.41237336 (Colorado Secretary o_(State ID numher) Entity name or true name Form of entity Oncology Med, Inc. Corporation Juris.diction Stree t address Colorado·· 8 Exchange Boulevard Suite 711 Rochester /Stret>t nw,iher andilmiw) NY 14614 (City) {Prm,jn,·ro - (lapplkahle) (ZIP/Pailal Coe/;:) /Srate/ United States (CminriyJ Mailing address (leave bla_nk if same as street address) (Streer 1111111her and 11ame nr Pnsf Oj]ice B0.1. infrmn,irinn) (C'ity) {ZJP/Posta/Codc) (CQ11ntry! ID Number (Cvlorado Set·ret,u;,. - ut_"Srate JO numb, - ) Entity name or trne name Form of ef)tity jurisdiction

Stree t address (Strre/ 11u11rhrr and 11amej (Citv) (St11tei (7./PfPo>1al Code/ (T'rovmc'I? - 1[ applicable) (Coumry) Mailing address (leave blank ifsam1: as str ..:t uJdr.:ss) (Strl!el 11umher anJ 11amc or Post Office flox inji:m1uuio11) · (Cityi /ZIP/P,.ttal Code) (Pro,,ir.c - ifapplica/,/e.) (Coun11y) rD Number (Colorado Secrelury r!fStulc JD n11mh,•,1 Entity name or true name Fonn of entity Jurisdiction Stree t address (Str·t."'el numbrr and name) (ZIP/l'o.wl Code/ {Ct( \ ') (Pr01'i11Ge - if,rpplic(Jble) (Co11111ry) Mailing address (leave blanl, if same as s1rec1 address) (Street 1111111ba and name ar Post Ojf1L·e Box i1!formatio11) (City) (State/ alP!Po.<ta/ Cndci (Prnv/11ce. - ifappliwl,/ci (Count,y) !{f't/iefulluwin sralc111e111 upp/ies. <!tlopl lhe s1U1emelll by 111arki11g 1h.c box und indmle an attadm1e11l.) D There are more than three merging entities and the ID number (if applicable), entity name or true name, form of entity, jurisdiction under the law of which it is formed, and the principal address of each additional merging entity is stated in an allachmcnt. 2. For the surviving entity, its entity ID number (if applicable), entity name or true name, form of entity, jurisdiction under the law of which it is formed, and principal address are ID Number 2010004878 (Cnlnradn Sccr. - ,/m)' nfSrmr. ID numher) Entity name or true name ONCO Merger Sub, Inc.

(City) (Stale/ (ZlPIPas1a/ Cadci (Prrn·,na - if applicab/cj 3. Each merging entity has been merged into the surviving entity. (Cm,niry) Form of entity Jurisdiction Street address Corporation Colorado 8 Exchange Boulevard Suite 711 (Streer number 1111d name) Rochester (Cif)') NY 14614 (Sca1ej (llP/Po.<ta/ Code) (Prm111cc - (( applirab/cj (Cow,11}1 (Screet number and uame or Posr Office Bo:r i1ifo=riou) Mailing address (leave blank ifsarne as street address) 4. (lfthejo/l01ri11g star - ,me,u applies, adopt the statement - marking the bo.r.) 0 The plan of merger provides for amendments to a constitue t filed document of the surviving entity and an appropriate statement of change or other docwnent effecting the amendments will be delivered to the Secretary of Stale for filing pursuant to Part 3 of Article 90 of Title 7, C.R.S. 5. ({( the Ji>llo"1ng statement applie..s, adnp1 the stotement by marking rhe box and slate the appropriate document number(.<).) D One or more of the merging entities is a registrant of a trademark described in a filed document in the records of the secretary of state and the document number of each filed document is Do 1 .: urnent number Documc . nt number Document number (If the fnllnwing .<tateme11t applies. adnpt the .Ylatenrent hy marki11g the lmx and include 011 ouachment.) D There are more than three trademarks and the document nwnber of each additional trademark is stated in an attachment. 6. (l(app/iccrble. <1<Jup1 lhefu/lull'ill}!..<l,uenwnt hy m11rking 11,e bux <111d !11d1u!e an a/tuchme11/.} 0 This clocument contains additional information as proviclt:cl by law. 7. (Caution: Le{l11C blank ((the doc11me11t docs not /rave a delayed effective daie. Stoliug a delayed e_ffectivl' date has sign(ficant /pgal comeque11ce.•. Read instructions hejore entering a dme.) (lftf,.,follm.. - ing Y1<11emelll applies. udopt the Y1ateml'l1/ by 111eri11g o dme a11d. if upplicable, rime using the required format.) The delayed effective date and, if applicable, time of this document are 01/16/2015; 12:01 a.m . (mmldtJIJ'YJ?' hour:muwte anL'pm)

Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affmnation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual's act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in confonnity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the coustituent documents, and the organic statutes. · This perjury notice applies to each individual who causes Utis document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who bas caused it to be delivered. 8. The true name and mailing address of the individual causing this document to be delivered for filing urc Hudson Randolph s. (lasl). (First) (Middle) (Suffi. ,l One East Main Street Suite 711 (Street numhe,· wui na,nc or Po.•I O"icc Box i11jormationl .u• . Rochester NY 14614 - 1880 (State) (ZIP/Pos1t1/ Code) United States {l'1m·it1ce - i(applicah/e) (Cmull1J) (Tf applicable. adopt llwfollowing staleme111 by marld11g the box ond include a" attac/11nt•111.) D This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this fonn/c.ovcr sheet is believed to satisfy mini.mum legal requirements as of its revision dale, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). o .... <nOnt \ l \ "7

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION - AMONG - ONCOLOGY MED, INC., ORACLE NUTRACEUTICALS COMPANY, And ONCO MERGER SUB, INC. Dated: January 3, 2015

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 2 of 45 Pages AGREEMENT OF MERGER AND PLAN OF REORGANIZATION THIS AGREEMENT OF· MERGER AND PLAN OF REORGANIZATION (hereinafter as the "Agreement"), dated to become effective as at January 16 , 2015 , is entered into by and among Oncology Med, Inc . , a Colorado corporation (hereinafter as "Company"), Oracle Nutraceuticals Company, a Colorado corporation and a direct, totally held subsidiary of the Company (hereinafter as "Holdco"), and ONCO Merger Sub, Inc . , a Colorado corporation and a direct, totally held subsidiary of Holdco (hereinafter as "MergerSub"), with reference to the following facts, terms, and provisions : Recitals. A The Company was initially formed and organized as a domestic, for - profit corporation in the State of Delaware on December 16, 1996. (Delaware Division of Corporations File No. 2688259). B. On April 13 , 2014 , the Company redomesticated itself to the State of Colorado . Of the date hereof, it is a Colorado domestic, for - profit corporation in good standing existing under the laws of the State of Colorado . · C. The Company's Common Stock (as defined below) is quoted to trade over - the - counter in the United States and elsewhere under the symbol "ONCO" (US . ONCO . PK), and its primary trading venue is over the OTC Pink Tier electronic intermediary quotation system operated by OTC Markets Group, Inc . ("OTC") . D. The Company's authorized capital stock in the State of Colora . do consists of (i) 2 , 000 , 000 , 000 (two billion) shares of common stock, $ . 00001 par value per share ("Company Common Stock"), of which, as of December 31 , 2014 , according to the Company's stock transfer ledger, 229 , 682 , 978 shares were issued and outstanding and (ii) 10 , 000 , 000 (ten million) shares of Series A Preferred Stock, $ 0 . 01 par value per share, of which 3 , 660 , 000 shares are currently issued and outstanding ("Company Series A Preferred Stock") . E. To effect the overall transaction evidenced by this Agreement, the Company formed Holdco in the State of Colorado on January 3 , 2015 , and Holdco, as a validly existing Colorado corporation, formed MergerSub in the State of Colorado on January 3 , 2015 . F. As of the date hereof, Holdco's authorized capital structure is identical to the capital structure of the Company . G. As of the date hereof, MergerSub's authorized capital structure is identical to the capital structure of the Company and Holdco . H. The Articles of Incorporation and the Bylaws of Holdco immediately after the Effective Time (as hereinafter defined) will contain the provisions relative to shareholders and contained in the Articles of Incorporation and Bylaws of the Company immediately before the Effective Time (to the extent required by Section 7 - 111 - 104 of the Colorado Business Corporation Act of the State of Colorado) (hereinafter "CBCA")) .

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 3 of 45 Pages I. The directors of the Company immediately prior to the Merger (as hereinafter defined) will be the directors of Holdco as of the Effective Time . J. The Company desires to create a new holding company structure in accordance with Section 7 - 111 - 104 of the CBCA by merging MergerSub with and into the Company with the Company being the surviving corporation, and converting each outstanding share of Company Common Stock into a like number of shares of Holdco Common Stock, all in accordance with the terms of this Agreement . K. The Boards of Directors of Holdco, MergerSub, and the Company have approved this Agreement and the merger of MergerSub with and into the Company upon the terms and subject to the conditions set forth in this Agreement (the "Merger") . No vote or solicitation of votes is required by the Company, MergerSub, or Holdco, as permitted by Section 7 - 111 - 103 and Section 7 - 111 - 104 ( 3 ) of the CBCA . L. The Company will, immediately prior to the Effective Time, contribute to the capital of Holdco, to be converted to Holdco Common Stock and held in the treasury of Holdco, any shares of Company Common Stock then held by the Company . M. For U . S . Federal income tax purposes, the Merger is operative and shall, in every respect, qualify as a reorganization under the applicable provisions of Section 368 (a) et seq . , of the Internal Revenue Code of 1986 , as amended . NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Company, Holdco, and MergerSub hereby agree as follows : ARTICLE I, THE MERGER. 1.1. The Merger . In accordance with Section 7 - 111 - 104 of the CBCA and subject to and upon the terms and conditions of this Agreement, MergerSub, at the Effective Time (which term is hereinafter defined), shall be merged with and into the Company ; the separate corporate existence of MergerSub shall cease ; and the Company shall continue as the surviving corporation . The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the "Surviving Corporation" . At the Effective Time, the effect of the Merger shall become effective as provided in Section 7 - 111 - 101 et seq . of the CBCA . 1.2. Effective Time. The Merger shall become effective at 12:01 a.m Mountain Standard Time on January 16, 2015 (hereinafter the "Effective Time"). 1.3. Articles of Incorporation . From and after the Effective Time the provisions set forth in the Articles of Incorporation of the Company that apply to the rights, preferences, and designations of the holders of Company Common Stock, as in effect . immediately prior to the Effective Time, shall be the provisions set forth in the Articles of Incorporation of the Surviving Corporation until thereafter amended or as otherwise provided by law . 1.4. Powers. The business and affairs of the Surviving Corporation shall be managed by, or conducted under the direction of, a board of directors, which shall exercise all the powers of the

shareholders, as listed on the Company's stock transfer ledger, shall be converted in the Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 4 of 45 Pages Surviving Corporation except as are by law or by the Articles of Incorporation or the bylaws of the Surviving Corporation conferred upon or reserved to the stockholders of the Surviving Corporation . 1.5. Bylaws . From and after the Effective Time, the Bylaws of MergerSub, as in effect immediately prior to the Effective Time, shall thereafter continue in full force and effect as the bylaws of the Surviving Corporation until thereafter amended or repealed as provided therein . 1.6. Directors . The directors of MergerSub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their successors are duly elected or appointed and qualified in the manner provided in the Articles of Incorporation and the Bylaws of the Surviving Corporation, or as otherwise provided by law . 1 . 7 . Officers . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their successors are duly elected or appointed and qualified in the manner provided in the Articles of Incorporation and the Bylaws of the Surviving Corporation or as otherwise provided by law . 1.8. Additional Actions . Subject to the terms of this Agreement, the parties hereto shall take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger . If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances, or any other actions or things are necessary or desirable to vest, perfect, or confirm, of record, or otherwise, in the Surviving Corporation's right, title, or interest in, to, or under _any of the rights, properties, or assets of either of MergerSub or the Company acquired or to be acquired by the Surviving Corporation, as a result of, or in connection with, the Merger, or otherwise, to carry out this Agreement, then, and in such case, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each or either of MergerSub and/or the Company, all such deeds, bills of sale, assignments, and assurances and to take and do, in the name and on behalf of each or either of MergerSub and/or the Company, or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect, or confirm any and all right, title, and interest in, to, and under such rights, properties, or assets in the Surviving Corporation, or otherwise, to carry out the intended purpose of this Agreement . 1.9. Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Holdco, MergerSub, the Company, or any holder of any of the following securities: (a) Each share or fraction of a share of the Company issued and outstanding immediately prior to the Effective Time shall, upon compliance with the procedures specified in Section 1 . 10 of this Agreement, be converted in the Merger into the right to receive a duly issued, fully paid, and non - assessable share, or equal fraction of a share of Holdco having the same preferences, rights, and limitations as the share or fraction of a share of the Company being converted in the Merger . Notwithstanding the applicable provisions of the Internal Revenue Code of 1986 , as amended, any conversion righ_ts granted to the holders of the Company's Common Stock prior to the Effective Date shall not be carried forward to Holdco following the Effective Date . Pursuant to Section 2 . 2 or to the article, second hereof, no shareholder shall have the right to acquire shares of the Holdco pursuant to the conversion rights granted to the Company's shareholders prior to the Effective Time . Only the Company's existing

respective shares of Holdco Common Stock that are:made upon surrender of Certificates in Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 5 of 45 Pages Merger into a right to acquire shares of Holdco having the same preferences, rights, and limitations as the right to acquire shares of the Company being converted in the Merger. (b) Each share or fraction of a share ofMergerSub outstanding immediately prior to the Effective · Time shall be converted in the Merger into a share or equal fraction of a share of the Surviving Corporation. (c) Each share of Holdco Common Stock owned by the Company immediately prior to the Merger shall automatically be canceled and retired and shall cease to exist . (d) From and after the Effective Time, the holders of certificates formerly evidencing Company Common Stock shall cease to have any rights as stockholders of the Company, except as provided by law ; provided, however, that such holders shall have the rights set forth in Section 1 . 10 herein . (e) Immediately prior to the Effective Time, the Company will contribute to the capital of Holdco, to be converted to Holdco Common Stock and held in the treasury of Holdco, any shares of Company Common Stock then held by the Company in its treasury . 1.10. Procedures Relating to Company Common Stock. (a) Exchange of Certificates . Immediately following the Effective Time, Holdco shall make available to each record holder who, as of the Effective Time, was a holder of an outstanding certificate or certificates which immediately prior to the Effective Time represented Company Common Stock (hereinafter defined as "Certificate" or "Certificates"), a letter of transmittal and instructions (hereinafter defined as [the] "Letter of Transmittal") for use in effecting the surrender of the Certificates for conversion thereof . Delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Holdco, or its duly appointed stock transfer agent, and the form of the Letter of Transmittal shall so reflect such acceptance and delivery, respectively . Upon surrender to Holdco of a Certificate, together with the appended Letter of Transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, at the holder's sole cost and expense, one or more certificates as requested by the holder (properly issued, executed, and countersigned, accordingly), representing that number of shares of fully paid and non assessable shares of Holdco Common Stock to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Section 1 . 9 hereof and the Certificate, so surrendered, shall forthwith be canceled . No interest will . be paid or accrued on the consideration payable upon the surrender of the Certificates . If any portion of the consideration to be received upon exchange of a Certificate is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed and guaranteed in proper form under Medallion for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a certificate for Holdco Common Stock to such other person, or, that it be established, to the satisfaction of Holdco, that any such tax has been paid, or, that such tax is not applicable . From the Effective Time until surrender in accordance with the provisions of this Section 1 . 10 ; each Certificate shall represent for all purposes only the right to receive the consideration provided in Section 1 . 9 . All payments of

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 6 of 45 Pages accordance with the terms hereof shall be deemed to have been made in full satisfaction of rights pertaining to the Company Common Stock evidenced by such Certificates . (b) Dividends and Distributions . No dividends . or other distributions with respect to Holdco Common Stock·with a record date after the Effective Time shall be paid to the holder of any Certificate of Company Common Stock not surrendered and in respect of the shares of Holdco Common Stock, until the surrender of such Certificate pursuant to the terms of this Section 1 . 10 . Following the surrender of any such Certificate, there shall be paid to the holder of the certificate representing shares of Holdco Common Stock issued in exchange therefor, without interest, (i) the·amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Holdco Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Holdco Common Stock . (c) Lost, Mislaid, Stolen, or Destroyed Certificates . In the case of any lost, mislaid, stolen, or destroyed Certificate, the holder thereof may be required, as a condition precedent to delivery to such holder of the consideration described in Section 1 . 9 hereof, to deliver to Holdco a bond in such reasonable sum or a reasonably satisfactory indemnity agreement as Holdco, or its stock transfer agent, may direct as indemnity against any claim that may be made against Holdco or the Surviving Corporation with respect to the Certificate alleged to have been lost, mislaid, stolen, or destroyed . (d) No Stock Transfers . After the Effective Time, there shall be no transfers of the Company Common Stock on the stock transfer books of the Surviving Corporation that were outstanding immediately prior to the Effective Time . If, after the Effective Time, any Certificate is presented to the Surviving Corporation for transfer, it shall be cancelled and exchanged for the consideration described in Section 1 . 9 . (e) Unclaimed Merger Consideration . Any shares of Holdco Common Stock due former shareholders of the Company pursuant to Section 1 . 9 hereof, and that remain unclaimed by such former shareholders after the Effective Time, shall be held by Holdco, and, any former holder of Company Common Stock who has not theretofore complied with Section l . lO(a) hereof, shall thereafter look only to Holdco for issuance of a certificate for that number of shares of Holdco Common Stock to which such holder has become entitled pursuant to the provisions of Section 1 . 9 and Section l . lO(b) hereof ; provided, however, that neither Holdco nor any party hereto, shall be liable to a former holder of Company Common Stock for any amount required to be paid to a public official pursuant to abandoned property, escheat, or similar law, as may be applicable . ARTICLE II, ACTIONS TO BETAKEN IN CONNECTION WITH THE MERGER. 2 . 1 . Registered Stock Plans, Liabilities, Obligations, and Other Agreements . Holdco will, from and after the Effective Time, not assume nor agree to perform any outstanding obligation of the Company (a) pursuant to the Company's or any predecessor's registration statements and/or stock plans and shall not be deemed to be a "successor issuer" and will not succeed to any reporting obligations or agree to file post - effective amendments unless required by operation of law (hereinafter, [the) "Registered

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 7 of 45 Pages Stock Plans") ; (b) any stock option agreement and/or similar agreement entered into pursuant to the Registered Stock Plans, and any outstanding Option granted thereunder ; and (c) any other agreement that the then authorized senior executive management of the Company thought it necessary to be assumed by Holdco (the "Other Agreements") . At the Effective Time, the Registered Stock Plans and the Other Agreements shall be deemed null and void and shall remain the sole liability and obligation of the Company . The Company has not been obligated to file quarterly, annual, current, or periodic reports with the United States Securities and Exchange Commission (hereinafter, the "Commission") . The Company has not received any notice· or comment from the Commission prior to the Effective Time with regard to any such obligation, delinquent or otherwise, to file any such report therewith the Commission . 2 . 2 . No Transference or Devolution of the Company's Assets . All of the Company's assets, debts, liabilities, and other obligations, including those obligations owing to . Or arising from the settlement as to and in respect of the Company's shareholders, officers, directors, and those arising under any stock compensation or employee - related stock plan (as stated or defined elsewhere in this Agreement), shall remain vested with the Company and shall not be assumed by, or transferred to, Holdco as the result of the Merger and the Reorganization . ARTICLE III, CONDITIONS OF MERGER. 1. Conditions Precedent . The obligations of each party to this Agreement to consummate the Merger and the transactions contemplated by this Agreement shall be subject to fulfillment or waiver by each party hereto of each of the following conditions : · (a) The Company shall have received all approvals, permits, and consents, waivers, or amendments or other modifications to any outstanding agreement, contract, instrument, or other understanding to which the Company deems necessary or desirable and related in connection to the Merger, Reorganization, and the overall transaction contemplated by this Agreement . (b) Prior to the Effective Time, no order, statute, rule, regulation, executive order, injunction, stay, decree, judgment, or restraining order shall have been enacted, entered, promulgated, or enforced by any court of competent jurisdiction, or g >Vernmental or regulatory authority, or instrumentality, which prohibits or makes illegal the consummation of the Merger, the Reorganization, or the overall transaction contemplated by this Agreement . ARTICLE IV, TERMINATION AND AMENDMENT. 4 . 1 . Termination . This Agreement may be terminated and the Merger and Reorganization contemplated hereby may be abandoned at any time prior to the Effective Time by action of the Board of Directors of the Company, Holdco, or MergerSub if any of their board of directors should determine that, for any reason, the completion of the transactions provided for herein would be inadvisable or not in the best interest of any of the Company, Holdco, MergerSub, or their respective stockholders . In the event of such termination and abandonment, this Agreement shall become null and void and neither the Company, Holdco, or MergerSub, nor all of their respective stockholders, directors, and officers, shall have any liability with respect to such termination and abandonment .

4 . 2 . Amendment . This Agreement may be supplemented, amended, or modified by the mutual consent of the Boards of Directors of the parties to this Agreement . ARTICLE V, MISCELLANEOUS PROVISIONS. 1. Governing Law . This Agreement shall be governed by and construed and enforced under the laws of the State of New York for contracts made and performed in that state, except for conflicts of laws rules . 2. Counterparts . This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement, this Agreement . 3. Entire Agreement . This Agreement, including each document and instrument directly associated hereto and referred to herein, constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties, or between any of them, with respect to the subject matter hereof . 4. Severability . The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof . IN WITNESS WHEREOF, the authorized representatives of the Company, Holdco, and MergerSub, respectively, have caused this Agreement to be executed and delivered as of January 3 , 2015 by their respective officers thereunto duly authorized . Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 8 of 45 Pages ONCOLOGY MED, INC., a Colorado corporation ("Company") ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation ("Holdco") ATTEST: Dean M. Denton Secretary ATTEST: By: Michael P. Gnytde Its: President Dean M. Denton Secretary

ONCO MERGER SUB, INC., a Colorado corporation ("MergerSub") Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 9 of 45 Pages ATTEST: Dean M. Denton Secretary

CERTIFICATE OF THE SECRETARY OF ONCOLOGY MED, INC. I, Dean M . Denton, Secretary of Oncology Med, Inc . , a Colorado corporation, hereby certify that the Merger Agreement and Plan of Reorganization to which this certificate is attached has been adopted pursuant to Sections 7 - 108 - 202 , 7 - 108 - 204 , 7 - 111 - 101 , 7 - 111 , 102 , 7 - 107 - 104 , 7 - 111 - 103 , 7 - 111 - 105 of the Colorado Business Corporation Act . IN WITNESS WHEREOF, the undersigned has executed this certificate as of this, the third day of January 2015 . ONCOLOGY MED, INC . , a Colorado corporation ("Company") Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 10 of 45 Pages By: Dean' M. Denton - , Its: Senior Vice - President and Secretary

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY To : The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Dean M. Denton Senior Vice - President and Chief Administrative Officer Oncology Med, Inc. ("Oncology") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the Senior Vice - President and Chief Administrative Officer of Oncology, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly elected and qualified Senior Vice - President, Chief Administrative Officer, and Corporate Secretary of Oncology . 2. Oncology is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oncology's governing documents, as amended, and as currently in full force and effect, I am the person (" Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oncology's Board of Directors to acknowledge the validity and existence of this Merger Agreement and Plan of Reorganization and the filing thereof with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. I have the power and authority to execute this Certificate on behalf of Oncology. 6. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by Oncology's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNESS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ONCOWGY MED, INC, a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 11 of 45 Pages By: Dean M. Denton·.. · '· · · Its: Senior Vice - President, Chief Administrative Officer, and Secretary not as an individual

CERTIFICATE OF THE SECRETARY OF ORACLE NUTRACEUTICALS COMPANY 1 , Dean M . Denton, Secretary of Oracle Nutraceuticals Company, a Colorado corporation, hereby certify that the Merger Agreement and Plan of Reorganization to which this certificate is attached has been adopted pursuant to Sections 7 - 108 - 202 , 7 - 108 - 204 , 7 - 111 - 101 , 7 - 111 , 102 , 7 - 107 - 104 , 7 - 111 - 103 , 7 - 111 - 105 of the Colorado Business Corporation Act . IN WITNESS WHEREOF, the undersigned has executed this certificate as of this, the third day of January 2015 . ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation ("Company") Oncology Med, Inc., Oracle Nutraceuticals Company,,and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 12 of 45 Pages By: Dean M. Denton Its: Senior Vice - President and Secretary

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 13 of 45 Pages CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY To: The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Dean M. Denton Senior Vice - President and Chief Administrative Officer Oracle Nutraceuticals Company ("Oracle") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the Senior Vice - President and Chief Administrative Officer of Oracle, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly elected and qualified Senior Vice - President, Chief Administrative Officer, and Corporate Secretary of Oracle . 2. Oracle is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oracle's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office( s ) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oracle's Board of Directors to acknowledge the validity and existence of this Merger Agreement and Plan of Reorganization and the filing thereof with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. I have the power and authority to execute this Certificate on behalf of Oracle. 6. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by Oracle's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . · IN WITNESS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation - :: =': By: Dean M:·Denton Its: Senior Vice - President, Chief Administrative Officer, and Secretary ' not as an individual

CERTIFICATE OF THE SECRETARY OF ONCO MERGER SUB, INC. l, Dean M . Denton, Secretary of ONCO Merger Sub, lnc . , a Colorado corporation, hereby certify that the Merger Agreement and Plan of Reorganization to which this certificate is attached has been adopted pursuant to Sections 7 - 108 - 202 , 7 - 108 - 204 , 7 - 111 - 101 , 7 - 111 , 102 , 7 - 107 - 104 , 7 - 111 - 103 , 7 - 111 - 105 of the Colorado Business Corporation Act . IN WITNESS WHEREOF, the undersigned has executed this certificate as of this, the third day of January 2015 . ONCO MERGER SUB, INC . , a Colorado corporation ("Company") Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 14 of 45 Pages By: Deari M.Deli.ton · Its: Senior Vice - President and Secretary

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTIIORITY To : The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Dean M. Denton Senior Vice - President and Chief Administrative Officer ONCO Merger Sub, Inc. ("ONCO") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the Senior Vice - President and Chief Administrative Officer of ONCO, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly elected and qualified Senior Vice - President, Chief Administrative Officer, and Corporate Secretary ofONCO . 2. ONCO is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to ONCO's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by ONCO's Board of Directors to acknowledge the validity and existence of this Merger Agreement and Plan of Reorganization and the filing thereof with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. I have the power and authority to execute this Certificate on behalf of ONCO. 6. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by ONCO's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNESS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ONCO MERGER SUB, INC., a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 15 of 45 Pages By: Dean M. Denton Its: Senior Vice - President, Chief Administrative Officer, and Secretary not as an individual

CERTIFICATE OF INCUMBENCY AND CORPORA TE AUTHORITY Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 16 of 45 Pages To: The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Michael P. Grande President Oncology Med, Inc. ("Oncology") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of Oncology, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. lam the duly elected and qualified Chairman of the Board, President, Chief Executive Officer, and Acting Chief Operating Officer of Oncology . 2. Oncology is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oncology's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oncology's Board of Directors to act on behalf of and to bind with respect to executing, delivering, and filing this Merger Agreement and Plan of Reorganization with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. 1 have the power and authority to execute this Certificate on behalf of Oncology. 6. The State of Colorado may rely·on this Certificate and on the authorization of my authority until this Certificate is rescinded by Oracle's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNESS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ONCOLOGY MED, INC., a Colorado corporation · B{ Mic I -- P: - 6r. nde 1 Its: President and Chief Executive Officer, not as an individual

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY To : The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Michael P. Grande President Oracle Nutraceuticals Company ("Oracle") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of Oracle, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly elected and qualified Chairman of the Board, President, Chief Executive Officer, and Acting Chief Operating Officer of Oracle . 2. Oracle is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oracle's governing documents, as amended, - and as currently in full force - and effect, I am the person ("Authorized Officer") who has been duly designated and appointed lo the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by m y name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oracle's Board of Directors to act on behalf of and to bind with respect to executing, delivering, and filing this Merger Agreement and Plan of Reorganization with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. l have the power and authority to execute this Certificate on behalf of Oracle. 6. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by Oracle's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNESS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 17 of 45 Pages By: Michael !? - :'Grande Its: President and Chief Executive Officer, not as an individual

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY To : The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Michael P. Grande President ONCO Merger Sub, Inc . ("ONCO") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of ONCO, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly elected and qualified Chairman of the Board, President, Chief Executive Officer, and Acting Chief Operating Officer of ONCO . 2. ONCO is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to ONCO's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by ONCO's Board of Directors to act on behalf of and to bind with respect to executing, delivering, and filing this Merger Agreement and Plan of Reorganization with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. I have the power and authority to execute this Certificate on behalf of ONCO. 6. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by ONCO's Board of Directors or shareholders or ' ; mtil the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNESS WHEREOF, the undersigned duly executes this C rtificate and affixes his signature hereto as of January 3, 2015. ONCO MERGER SUB, INC., a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 18 of 45 Pages By/ M1 k;et•'f5': 0anM'·'• ch:_ Its: Presideirtand Chief Executive Officer, not as an individual

CORPORATE ACTION BY THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ONCOLOGY MED, INC., a Colorado corporation The entire Board of Directors, acting by written consent in lieu of a meeting, pursuant to the provisions of Section 7 - 108 - 202 and Section 7 - 108 - 204 of the Colorado Business Corporation Act, do hereby agree to enter into and perform that certain Merger Agreement and Plan of Reorganization with Oracle Nutraceuticals Company, a Colorado corporation, and ONCO Merger Sub, Inc., a Colorado corporation, and to cause its president to file that certain agreement and plan with the Office of the Secretary of State of the State of Colorado. This corporate action by written consent will be placed in the corporation's Minute Book. The directors of Oncology Med, Inc., representing all of the corporation's Board of Directors acting by written consent, are Michael P. Grande, Randolph S. Hudson, Dean M. Denton, and Tiffany L. Grande, being duly elected and appointed directors of the corporation. The following corporate action is hereby adopted: RESOLVED, that Michael P. Grande, the corporation's President and Chief Executive Officer, is hereby empowered to act as the corporation's authorized representative and is hereby authorized to execute and deliver that certain Merger Agreement and Plan of Reorganization, dated to become effective January, 2015, to Oracle Nutraceuticals Company, a Colorado corporation and to ONCO Merger Sub, Inc., a Colorado corporation, and to file the same with the Office of the Secretary of State of the State of Colorado, and further authorizes Mr. Grande to enter into any ancillary agreement or understanding and file any additional documents with any state or federal agency or department to confirm the facts stated herein and appurtenant thereto. Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 19 of 45 Pages Randol;?. Hudson Vice - Chairman of the Board

Dean M. Denton Director Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 20 of 45 Pages G nde Tiff y Director DATED: January 3, 2015 CERTIFICATE OF THE SECRETARY OF ONCOLOGY MED, INC. I, Dean M. Denton, Secretary of Oncology Med, Inc., a Colorado corporation, hereby certify that the minutes to which this certificate is attached has been adopted pursuant to the applicable provisions of the Colorado Business Corporation Act, as in effect as of the date hereof, and the Colorado Revised Statutes, as the same may apply to the action described in the attached resolution and minutes. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the third day of January 2015. ONCOLOGY MED, INC., a Colorado corporation Dean M. Denton Senior Vice - President Chief Administrative Officer Corporate Secretary

CORPORATE ACTION BY THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation The entire Board of Directors, acting by written consent in lieu of a meeting, pursuant to the provisions of Section 7 - 108 - 202 and Section 7 - 108 - 204 of the Colorado Business Corporation Act, do hereby agree to enter into and perform that certain Merger Agreement and Plan of Reorganization with Oncology Med, Inc., a Colorado corporation, and ONCO Merger Sub, Inc., a Colorado corporation, and to cause its president to file that certain agreement and plan with the Office of the Secretary of State of the State of Colorado. This corporate action by written consent will be placed in the corporation's Minute Book. The directors of Oracle Nutraceuticals Company, representing all of the corporation's Board of Directors acting by written consent, are Michael P. Grande, Randolph S. Hudson, Dean .M. Denton, and Tiffany L. Grande, being duly elected and appointed directors of the corporation. The following corporate action is hereby adopted: RESOLVED, that Michael P. Grande, the corporation's President and Chief Executive Officer, is hereby empowered to act as the corporation's authorized representative and is hereby authorized to execute and deliver·that certain Merger Agreement and Plan of Reorganization, dated to become effective January 16, 2015, to Oncology Med, Inc., a Colorado corporation and to ONCO Merger Sub, Inc., a Colorado corporation, and to file the same with the Office of the Secretary of State of the State of Colorado, and further authorizes Mr. Grande to enter into any ancillary agreement or understanding and file any additional documents with any state or federal agency or department to confirm the facts stated herein and appurtenant thereto. Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 21 of 45 Pages Randolph. Hudson Vice chairman of the Board

Dean M. Denton Director Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 22 of 45 Pages G ncfe Tiff y Director DATED: January 3, 2015 CERTIFICATE OF THE SECRETARY OF ORACLE NUTRACEUTICALS COMPANY I, Dean M. Denton, Secretary of Oracle Nutraceuticals Company, a Colorado corporation, hereby certify that the minutes to which this certificate is attached has been adopted pursuant to the applicable provisions of the Colorado Business Corporation Act, as in effect as of the date hereof, and the Colorado Revised Statutes, as the same may apply to the action described in the attached resolution and minutes. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the third day of January 2015. ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation Dean M. Denton Senior Vice - President Chief Administrative Officer Corporate Secretary

CORPORATE ACTION BY THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ONCO MERGER SUB, INC., a Colorado corporation The entire Board of Directors, acting by written consent in lieu of a meeting, pursuant to the provisions of Section 7 - 108 - 202 and Section 7 - 108 - 204 of the Colorado Business Corporation .Act, do hereby agree to enter into and perform that certain Merger Agreement and Plan of Reorganization with Oncology Med, Inc., a Colorado corporation, and Oracle Nutraceuticals Company, a Colorado corporation, and to cause its president to file that certain agreement and plan with the Office of the Secretary of State of the State of Colorado. This corporate action by written consent will be placed in the corporation's Minute Book. The directors of Oracle Nutraceuticals Company, representing all of the corporation's Board of Directors acting by written consent, are Michael P. Grande, Randolph S. Hudson, Dean M. Denton, and Tiffany L. Grande, being duly elected and appointed directors of the corporation. The following corporate action is hereby adopted: RESOLVED, that Michael P. Grande, the corporation's President and Chief Executive Officer, is hereby empowered to act as the corporation's authorized representative and is hereby authorized to execute and deliver that certain Merger Agreement and Plan of Reorganization, dated tq become effective January 16, 2015, to Oncology Med, Inc., a Colorado corporation and to Oracle Nutraceuticals Company, a Colorado corporation, and to file the same with the Office of the Secretary of State of the State of Colorado, and further authorizes Mr. Grande to enter into any ancillary agreement or understanding and file any additional documents with any state or federal agency or. department to confirm the facts stated herein and appurtenant thereto. Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 23 of 45 Pages

Dean M. Denton Director Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 24 of 45 Pages G n Tiff y Director DATED: January 3, 2015 CERTIFICATE OF THE SECRETARY OF ONCO MERGER SUB, INC. I, Dean M. Denton, Secretary of ONCO Merger Sub, Inc., a Colorado corporation, hereby certify that the minutes to which this certificate is attached has been adopted pursuant to the applicable provisions of the Colorado Business Corporation Act, as in effect as of the date hereof, and the Colorado Revised Statutes, as the same may apply to the action described in the attached resolution and minutes. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the third day of January 2015. ONCO MERGER SUB, INC., a Colorado corporation Dean M. Denton Senior Vice - President Chief Administrative Officer Corporate Secretary

CERTIFICATE OF THE SECRETARY OF ONCOLOGY MED, INC. I, Dean M . Denton, Secretary of Oncology Med, Inc . , a Colorado corporation, hereby certify that the Agreement to which this certificate is attached has been adopted pursuant to Sections 7 - 108 - 202 , 7 - 108 - 204 , 7 - 111 - 101 , 7 - 111 - 102 , 7 - 107 - 104 , 7 - 111 - 103 , and 7 - 111 - 105 of the Colorado Business Corporation Act . IN WITNESS WHEREOF, the undersigned has executed this certificate as of this, the third day of January 2015 . ONCOLOGY MED, INC., a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 25 of 45 Pages By: Dean M. Denton Its: Senior Vice - President and Secretary

CERTIFICATE OF THE SECRETARY OF ORACLE NUTRACEUTICALS COMPANY I, Dean M . Denton, Secretary of Oracle Nutraceuticals Company, a Colorado corporation, hereby certify that the Agreement to which this certificate is attached has been adopted pursuant to Sections 7 - 108 - 202 , 7 - 108 - 204 , 7 - 111 - 101 , 7 - 111 - 102 , 7 - 107 - 104 , 7 - 111 - 103 , and 7 - 111 - 105 of the Colorado Business Corporation Act . IN WITNESS WHEREOF, the undersigned has executed this certificate as of this, the third day of January 2015 . ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation By: bean M; Dento - n - Its: Senior Vice - President and Secretary Oncology Med, lnc.;Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, Janu ry 16, 2015, Page 26 of 45 Pages

CERTIFICATE OF THE SECRETARY OF ONCO MERGER SUB, INC. I, Dean M . Denton, Secretary of ONCO Merger Sub,· Inc . , a Colorado corporation, hereby certify that the Agreement to which this certificate is attached has been adopted pursuant to Sections 7 - 108 - 202 , 7 - 108 - 204 , 7 - 111 - 101 , 7 - 111 - 102 , 7 - 107 - 104 , 7 - 111 - 103 , and 7 - 111 - 105 of the Colorado Business Corporation Act . IN WITNESS WHEREOF, the undersigned has executed this certificate as of this, the third day of January 2015 . ONCO MERGER SUB, INC., a Colorado corporation Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 27 of 45 Pages By: Dean M. Denton Its: Senior Vice - President and Secretary Oncology Med, Inc., Oracle Nutraceuticals Company; and ONCO MergerSub, Inc.

CORPORATE ACTION BY WRITTEN CONSENT OF THE CONTROL SHAREHOLDERS OF ONCOLOGY MED, INC. The undersigned, constituting the plurality of votes of Oncology Med, Inc., a Colorado corporation (the "Company") eligible to be cast, desiring to take action by written consent as permitted and authorized by the Company's Articles of Incorporation, as amended, the bylaws of the Company, and Sections 7 - 111 - 103 and 7 - 111 - 105 of the Colorado Business Corporation Act, as applicable, do hereby adopt the following resolutions: WHEREAS, the undersigned control shareholders of the Company deem it to be in the best interests of the Company and its shareholders to adopt that certain Agreement of Merger and Plan of Reorganization (the "Plan") among Oncology Med, Inc., a Colorado corporation, Oracle Nutraceuticals Company, a Colorado corporation, and ONCO Merger Sub, Inc., a Colorado corporation, to become effective on January 16, 2015, for the purpose of providing certain incentives to the shareholders of the Company (the "Action by Written Consent"). NOW, THEREFORE, IT IS HEREBY RESOLVED: the Plan is approved, authorized, and adopted by the undersigned shareholders in the form of the Plan to which this corporate action is attached. FURTHER RESOLVED, that the President of the Company is hereby authorized and directed to perform any and all acts as he shall deem necessary or appropriate to carry out the purposes and intent of the foregoing resolutions. IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of January 3, 2015. FIRST HUDSON TRUST OF NEW YORK, a Massachusetts Trust Operating Under Oklahoma Law p ·· l - .c... .> · . Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 28 of 45 Pages By: :TphS. Hudson . Its: Managing Administrative Trustee ELECTRONIC MERCHANT SYSTEMS ROCHESTER, INC., a New York corporation

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 29 of 45 Pages SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT dated to become effective January 16, 2015 (this "Agreement"), between Oncology Med, Inc., a Colorado corporation ("Company") and Oracle Nutraceuticals Company, a Colorado corporation ("Parent"). Premises . Concurrently, and in connection herewith, Parent and the Company are entering into an Agreement and Plan of Merger, dated to become effective as of January 16, 2015, by and between the Company and ONCO Merger Sub, Inc., a Colorado corporation (the "Merger Agreement"). Capitalized terms used but not defined herein shall have the meaning given to such terms in that certain Merger Agreement. The Company desires to issue and sell 229,682,978 of its Common Stock, $0.00001 par value and 3,660,000 shares of its Series A Preferred Stock, $0.0 I par value per share (the "Shares"), respectively, in exchange for (i) I 00 shares of common stock, par value $0.0000 I per share (the "Exchange Shares"), of Parent, on the terms and subject to the conditions set forth herein (the "Exchange"), and (ii) the entry by Parent into the Merger Agreement. The Board of Directors of the Company has unanimously determined that the delay in securing shareholder approval of the exchange contemplated hereby would seriously jeopardize the financial viability of the Company and has expressly approved the reliance by the Company on the exception under In consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: ARTICLE I, THE SHARES AND THE EXCHANGE SHARES. Section 1.1. The Shares . The Shares shall be issued to Parent, and the Exchange Shares shall be issued to the Company, pursuant to Article II hereof. ARTICLE II, SHARE EXCHANGE. Section 2.1. Share Exchange . Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to Parent, the Shares, and in exchange therefor at the Share Exchange Closing (as defined below), Parent shall issue to the Company the Exchange Shares. Section 2.2. Share Exchange Closing . (a) The Company will deliver a certificate representing the Shares and registered in the name of Parent, and Parent will deliver a certificate representing the Exchange Shares and registered in the name of the Company. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., Eastern Standard Time, on a date and at a place to be specified by the

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 30 of 45 Pages parties (the "Share Exchange Closing"), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VJ hereof. (b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by Parent pursuant to Section 8.2, will be delivered at the Share Exchange Closing at the offices of Parent at 8 Exchange Boulevard, Suite 711, Rochester, New York. ARTICLE Ill, REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to Parent as of the date hereof that: Section 3.1. Existence and Power . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado. The Company has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary. Section 3.2 . Capitalization . The authorized capital stock of Company consists of2,000,000,000 shares of Company Common Stock of which, as of December 31, 2014 (the "Company Capitalization Date") no more than 229,682,978 shares were issued and outstanding, and 10,000,000 shares of Series A Preferred Stock of which, as of the Company Capitalization Date, no more than 3,660,000 shares were issued and outstanding. As of the Company Capitalization Date, there were no outstanding Company Stock Options and no outstanding Company Stock Awards. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, non - assessable, and free of preemptive rights, with no personal liability attaching to the ownership thereof. Section 3 . 3 . Authorization . The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action on the part of the Company, and this Agreement is a valid and binding obligation of the Company, enforceabl against it in accordance with their terms . Section 3 . 4 . Board Approvals . The transactions contemplated by this Agreement, including, without limitation, the issuance of the Shares and the compliance with the terms of this Agreement, have been unanimously adopted, approved, and declared advisable unanimously by the Board of Directors of the Company . Section 3.5. Valid Issuance of Series A Preferred Stock . The Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor, the Shares will be validly issued, fully paid and non - assessable, will not subject the holders thereof to personal liability, and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Shares are validly authorized and shall not be subject to restriction or limitation in any respect. · 'Section 3.6. Non - Contravention . The execution, delivery, and performance of this Agreement, and the consummation by the Company of the transactions contemplated hereby, will not conflict with, violate, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 31 of 45 Pages time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, any provision of the Articles of Incorporation or Bylaws, as amended, respectively, of the Company or the articles of incorporation, charter, bylaws or other governing instrument of any Subsidiary of the Company. Section 3.7. Purchase for Own Account . The Company is acquiring the Exchange Shares for its own account and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder (the "Securities Act"). Section 3.8. Private Placement. The Company understands that (i) the Exchange Shares have not been registered under the Securities Act or any state securities laws, by reason of their issuance by Parent in a transaction exempt from the registration requirements thereof and (ii) the Exchange Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. Section 3.9. Legend . Each certificate representing an Exchange Share will bear a legend to the following effect unless Parent determines otherwise in compliance with applicable law: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY ST ATE OR OTHER JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS SHARE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHER WISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT." ARTICLE IV, REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Company as of the date hereof that: Section 4.1. Existence and Power . Parent is duly organized and val idly existing under the laws of the State of Colorado and has all requisite power and authority to enter into and perform its obligations under this Agreement. Section 4.2. Authorization . The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action on the part of Parent, and this Agreement is a valid and binding obligation of Parent, enforceable against it in accordance with its terms. Section 4.3, Valid Issuance . The Exchange Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor, the Exchange Shares will be validly issued, fully paid, and non - assessable, will riot subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. Section 4.4. Non - Contravention . The execution, delivery, and performance of this Agreement will not conflict with, violate, or result in a breach of any provision of, or constitute a default (or an event which,

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 32 of 45 Pages with notice or lapse of time or both would constitute a default) under, or result in, the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, any provision of the organizational or governing documents of Parent. Section 4.5. Purchase for Own Account . Parent is acquiring the Shares for its own account and not with a view to the distribution thereof in violation of the Securities Act. Section 4.6. Private Placement. Parent understands that (i) the Shares have not been registered under the Securities Act or any state securities laws, by reason of their issuance by the Company in a transaction exempt from the registration requirements thereof and (ii) the Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. Section 4.7. Legend . Each certificate representing a Share will bear a legend to the following effect unless the Company determines otherwise in compliance with applicable law: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURrTIES LAWS OF ANY ST ATE OR OTHER JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS SHARE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT." ARTICLE V, ADDITIONAL AGREEMENTS. Section 5.1. Action by Written Consent by Holders of Series A Preferred Stock . The Merger Agreement and the Exchange contemplated by this Agreement are the result of corporate actions authorized by the written consent ofall of the holders of Series A Preferred Stock of Company and Parent, respectively, as such actions are permitted by the Colorado Business Corporation Act (the "CBCA") and the Articles of Incorporation of the Company and Parent, respectively. ARTICLE VI, CONDITIONS TO SHARE EXCHANGE CLOSING. Section 6.1. Conditions to Each Party's Obligation To Effect the Exchange. The respective obligations of the parties hereunder to effect the Exchange shall be subject to the following condition: (a) No Injunctions or Restraints; Illegality. No order, injunction, or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the consummation of the Exchange shall be in effect. · Section 6.2. Conditions to the Obligations of Parent . The obligations of Parent hereunder to effect the Exchange shall be subject to the satisfaction, or waiver by Parent, of the following conditions:

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 33 of 45 Pages (a) FINRA Notice Period. The Company shall have provided ten (IO) days' advance notice to the Financial Industry Regulatory Authority ("FINRA") and the ten (10) day notice period shall have passed after such notice has been provided before the merger and Exchange shall become effective. (b) No Injunctions or Restraints; Illegality. No order, injunction, or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal Parent's unrestricted and unlimited right to vote the Shares shall be in effect ARTICLE VII, TERMINATION. Section 7.1. Injunction: Illegality . This Agreement may be terminated at any time prior to the Share Exchange Closing by Parent if (a) an order, injunction or decree shall have been issued by any court or agency of competent jurisdiction and shall be non - appealable, or other law shall have been issued preventing or making illegal either (i) the completion of the Exchange or the other transactions contemplated by this Agreement, or (ii) Parent's unrestricted and unlimited right to vote the Shares or (b) the Merger Agreement terminates pursuant to its terms. ARTICLE VIII, MISCELLANEOUS. Section 8. I. Notices . All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or seven days after having been sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address either party to this Agreement shall specify by notice to the other party: · (a) If to Company, to: Oncology Med, Inc. 8 Exchange Boulevard Suite711 Rochester, New York 14614 with a copy to: Randall S. Goulding, Esq. 1333 Sprucewood Lane Deerfield, Illinois 600 I 5 (b) lfto Purchaser, to: Oracle Nutraceuticals Company 8 Exchange Boulevard Suite 71 I Rochester, New York 14614 with a copy to:

Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 34 of 45 Pages Randall S. Goulding, Esq. 1333 Sprucewood Lane Deerfield, Illinois 60015 Section 8.2. Further Assurances. Each party hereto shall do and perform or cause to be done and performed all further acts and shall execute and deliver all other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of ƒ this Agreement and the consummation of the transactions contemplated hereby. Section 8.3. Amendments and Waivers . Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is duly executed and delivered by the Company and Parent. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 8.4. Fees and Expenses. Each party hereto shall pay all of its own fees and expenses (including attorneys' fees) incurred in connection with this Agreement and the transactions contemplated hereby. Section 8.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that neither party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto. Section 8.6. Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of New York applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts of law principles. The parties hereto agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal or state court located in the State of New York. Each of the parties hereto submits to the jurisdiction of any such court in any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Section 8.7. Waiver Of Jury Trial . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY rN ANY LEGAL PROCEEDrNG ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. Section 8.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings,

both oral and written, between the parties and/or their affiliates with respect to the subject matter of this Agreement. Section 8.9. Effect of Headings. The article and section headings herein are for convenience only and shall not affect the construction hereof. Section 8.IO. Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by law. Section 8.1 I. Counterparts; Third Party Beneficiaries . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder. Section 8 . 12 . Specific Performance . The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms . It is accordingly agreed that the parties shall be entitled to seek specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. ONCOLOGY MED, INC . , WITNESS : A Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 35 of 45 Pages By: MichaeJ.P - . - Grafide Its: Pres""'1d'""e=n..,.. t , By: Dean M. Denton Its: Secretary ORACLE NUTRACEUTICALS COMPANY, A Colorado corporation WITNESS: By: Michael -- Grande Its: Presiaenf By: Dean M. Denton Its: Secretary

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORilY Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 36 of 45 Pages To: Oracle Nutraceuticals Company Suite 711 8 Exchange Boulevard Rochester, New York 14614 From: Michael P. Grande President Oncology Med, Inc. ("Oncology") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of Oncology, hereby certifies to Oracle Nutraceuticals Company, a Colorado corporation, as follows: 1. I am the duly elected and qualified Chairman of the Board, President, Chief Executive Officer, and Acting Chief Operating Officer of Oncology . 2. Oncology is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oncology's governing docun 1 ents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oncology's Board of Directors to act on behalf of and to bind with respect to executing and delivering the Share Exchange Agreement and to file it with the Secretary of State of the State of Colorado towhich this Certificate is annexed, and in any amendments or exhibits thereto . 5. I have the power and authority to execute this Certificate on behalf of Oncology. 6. Oracle may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by Oncology's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNESS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ONCOWGY MED, INC., a Colorado corporation By: Mlhael P ,.farandeJ · Its: President and Chief Executive Officer, not as an individual

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORilY To: Oncology Med, Inc. Suite 711 8 Exchange Boulevard Rochester, New York 14614 From: Michael P. Grande President Oracle Nutraceuticals Company ("Oracle") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of Oracle, hereby certifies to Oncology Med, Inc., a Colorado corporation, as follows: 1. I am the duly elected and qualified Chairman of the Board, Pre ident, Chief Executive Officer, and Acting Chief Operating Officer of Oracle . 2. Oracle is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oracle's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oracle's Board of Directors to act on behalf of and to bind with respect to executing and delivering the Share Exchange Agreement and to file it with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. I have the power and authority to execute this Certificate on behalf of Oracle. 6. Oncology may rely on this Certificate and on the authoriz . ation of my authority until this Certificate is rescinded by Oracle's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . · IN WITNF.SS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 37 of 45 Pages B I y: ' 1 . chaeJ,R - Gran'de Its: President and Chief Executive Officer, not as an individual

CORPORATE ACTION BY THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ONCOLOGY MED, INC., a Colorado corporation The entire Board of Directors, acting by written consent in lieu of a meeting, pursuant to the provisions of Section 7 - 108 - 202 and Section 7 - 108 - 204 of the Colorado Business Corporation Act, do hereby agree to enter into and perform that certain Share Exchange Agreement with Oracle Nutraceuticals Company, a Colorado corporation, and to cause its president to file that certain agreement with the Office of the Secretary of State of the State of Colorado. This corporate action by written consent will be placed in the corporation's Minute Book. The directors of Oncology Med, Inc., representing all of the corporation's Board of Directors acting by written consent, are Michael P. Grande, Randolph S. Hudson, Dean M. Denton, and Tiffany L. Grande, being duly elected and appointed directors of the corporation. The following corporate action is hereby adopted: RESOLVED, that Michael P. Grande, the corporation's president and chief executive officer, is hereby empowered to act as the corporation's authorized representative and is hereby authorized to execute and deliver that certain Share Exchange Agreement, dated to become effective January 16, 2015, to Oracle Nutraceuticals Company, a Colorado corporation, and to file the same with the Office of the Secretary of State of the State of Colorado, and further authorizes Mr. Grande to enter into any ancillary agreement or understanding and file any additional documents with any state or federal agency or department to confirm the facts stated herein and appurtenant thereto. Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 38 of 45 Pages Randolph: Hudson Vice - Chairman of the Board Dean M. Denton Director

G ncfe Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 39 of 45 Pages Tiff y Director DATED: January 3, 2015 CERTIFICATE OF THE SECRETARY OF ONCOLOGY MED, INC. I, Dean M. Denton, Secretary of Oncology Med, Inc., a Colorado corporation, hereby certify that the minutes to which this certificate is attached has been adopted pursuant to the applicable provisions of the Colorado Business Corporation Act, as in effect as of the date hereof, and the Colorado Revised Statutes, as the same may apply to the action described in the attached resolution and minutes. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the third day of January 2015. ONCOLOGY MED, INC., a Colorado corporation Dean M. Denton · Senior Vice - President Chief Administrative Officer Corporate Secretary

CORPORATE ACTION BY THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation The entire Board of Directors, acting by written consent in lieu of a meeting, pursuant to the provisions of Section 7 - 108 - 202 and Section 7 - 108 - 204 of the Colorado Business Corporation Act, do hereby agree to enter into and perform that certain Share Exchange Agreement with Oncology Med, Inc., a Colorado corporation, and to cause its president to file that certain agreement with the Office of the Secretary of state of the State of Colorado. This corporate action by written consent will be placed in the corporation's Minute Book. The directors of Oracle Nutraceuticals Company, representing all of the corporation's Board of Directors acting by written consent, are Michael P. Grande, Randolph S. Hudson, Dean M. Denton, and Tiffany L. Grande, being duly elected and appointed directors of the corporation. The following corporate action is hereby adopted: RESOLVED, that Michael P. Grande, the corporation's president and chief executive officer, is hereby empowered to act as the corporation's authorized representative and is hereby authorized to execute and deliver that certain Share Exchange Agreement, dated to become effective January 16, 2015, to Oncology Med, Inc., a Colorado corporation, and to file the same with the Office of the Secretary of State of the State of Colorado, and further authorizes Mr. Grande to enter into any ancillary agreement or understanding and file any additional documents with any state or federal agency or department to confirm the facts stated herein and appurtenant thereto. Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 40 of 45 Pages Randolph: Hudson Vice - Chairman of the Board Dean M. Denton Director

G ncfe Oncology Med, Inc., Oracle Nutr!'ceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 41 of 45 Pages Tiff y Dir ctor DATED: January 3, 2015 CERTIFICATE OF THE SECRETARY OF ORACLE NUTRACEUTICALS COMPANY I, Dean M. Denton, Secretary of Oracle :Nutraceuticals Company, a Colorado corporation, hereby certify that the minutes to which this certificate is attached has been adopted pursuant to the applicable provisions of the Colorado Business Corpo ation Act, as in effect as of the date hereof, and the Colorado Revised Statutes, as the same may apply to the action described in the attached resolution and minutes. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the third day of January 2015. ORACLE NUTRACEUTICALS COMPANY, a Colorado corporation Dean M. Denton·· Senior Vice - President Chief Administrative Officer Corporate Secretary

CORPORA TE ACTION BY WRITTEN CONSENT OF THE CONTROL SHAREHOLDERS OF ONCOLOGY MED, INC. The undersigned, constituting the votes representing a plurality of the shares of Oncology Med, Inc . , a Colorado corporation (the "Company") eligible to vote, and desiring to take action by written consent as permitted and authorized by the Company's Articles of Incorporation, as amended, the bylaws of the Company, and Sections 7 - 111 - 103 and 7 - 111 - 105 of the Colorado Business Corporation Act, as applicable, do hereby adopt the following resolutions : WHEREAS, the undersigned control shareholders of the Company deem it to be in the best interests of the Company and its shareholders to adopt that certain Share Exchange Agreement (the "Agreement") with Oracle Nutraceuticals Company, a Colorado corporation, to become effective on January 16 , 2015 , for the purpose of providing certain incentives to the shareholders of the Company (the "Action by Written Consent") . · NOW, THEREFORE, IT IS HEREBY RESOLVED : the Agreement is approved, authorized, and adopted by the undersigned shareholders in the form of the Agreement to which this corporate action is attached . FURTHER RESOLVED, that the President of the Company is hereby authorized and directed to perform any and all acts as he shall deem necessary or appropriate to carry out the purposes and intent of the foregoing resolutions . IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of January 3 , 2015 . FIRST HUDSON TRUST OF NEW YORK, a Massachusetts Trust Operating Under Oklahoma Law Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 42 of 45 Pages By: Randolpudson Its: Managing Administrative Trustee ELECTRONIC MERCHANT SYSTEMS ROCHESTER, INC., a New York corporation

CORPORA TE ACTION BY WRITTEN CONSENT OFTHECONTROLSHAREHOLDEROF ORACLE NUTRACEUTICALS COMPANY The undersigned, being the sole shareholder of Oracle Nutraceuticals Company, a Colorado corporation (the "Company"), desiring to take action by written consent as permitted and authorized by the Company's Articles of Incorporation, as amended, the bylaws of the Company, and Sections 7 - 111 - 103 and 7 - 111 - 105 of the Colorado Business Corporation Act, as applicable, do hereby adopt the following resolutions : WHEREAS, the undersigned sole shareholder of the Company deems it to be in the best interests of the Company and its shareholders to adopt that certain Share Exchange Agreement (the "Agreement") with Oncology Med, Inc . , a Colorado corporation, to become effective on January 16 , 2015 , for the purpose of providing certain incentives to the shareholders of the Company (the "Action by Written Consent") . NOW, THEREFORE, IT IS HEREBY RESOLVED : the Agreement is approved, authorized, and adopted by the undersigned shareholders in the form of the Agreement to which this corporate action is attached . FURTHER RESOLVED, that the President of the Company is hereby authorized and directed to perform any and all acts as he shall deem necessary or appropriate to carry out the purposes and intent of the foregoing resolutions . IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of January 3 , 2015 . ONCOLOGY MED, INC., a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 43 of 45 Pages

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY To: Oracle Nutraceuticals Company Suite 711 8 Exchange Boulevard Rochester, New York 14614 From: Michael P. Grande President Oncology Med, Inc. ("Oncology") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of Oncology, hereby certifies to Oracle Nutraceuticals Company, a Colorado corporation, as follows: 1. l am the duly elected and qualified Chairman of the Board, President, Chief Executive Officer, and Acting Chief Operating Officer of Oncology . 2. Oncology is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to Oncology's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I contjnue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by Oncology's Board of Directors to act on behalf of and to bind with respect to executing and delivering the Action by Written Consent to which this Certificate is annexed, and in any amendments or exhibits thereto. 5. I have the power and authority to execute this Certificate on behalf of Oncology. 6. Oracle may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by Oncology's Board of Directors or shareholders or until the corporation is dissolved by a plan of reorganization or by operation of law . IN WITNFSS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 3, 2015. ONCOLOGY MED, INC., a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company; and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 44 of 45 Pages Its: Presidenfand Chief Executive Officer, not as an individual

CERTIFICATE OF THE SECRETARY OF ONCOLOGY MED, INC. I, Dean M . Denton, Secretary of Oncology Med, Inc . , a Colorado corporation, hereby certify that the Corporate Action by Written Consent to which this certificate is attached has been adopted pursuant to Sections 7 - 108 - 202 , 7 - 108 - 204 , 7 - 111 - 101 , 7 - 111 - 102 , 7 - 107 - 104 , 7 - 111 - 103 , and 7 - 111 - 105 of the Colorado Business Corporation Act . IN WITNESS WHEREOF, the undersigned has executed this certificate as of this, the third day of January 2015 . ONCOLOGY MED, INC . , a Colorado corporation Oncology Med, Inc., Oracle Nutraceuticals Company, and ONCO MergerSub, Inc. Agreement of Merger and Plan of Reorganization, January 16, 2015, Page 45 of 45 Pages By: Dean M. Denton Its: Senior Vice - President and Secretary

Exhibit 3.3

AMD_PC Page 1 of 2 Rev. 12/01/2012 Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Amendment filed pursuant to † 7 - 90 - 301, et seq. and † 7 - 110 - 106 of the Colorado Revised Statutes (C.R.S.) ID number: 1. Entity name: (If changing the name of the corporation, indicate name before the name change) 2. New Entity name: (if applicable) 3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box) : “bank” or “trust” or any derivative thereof “credit union” “savings and loan” “insurance”, “casualty”, “mutual”, or “surety” 4. Other amendments, if any, are attached. 5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment. 6. If the corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires : (mm/dd/yyyy) or If the corporation’s period of duration as amended is perpetual, mark this box: 7. (Optional) Delayed effective date: (mm/dd/yyyy) Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 20151004878 ONCO Merger Sub, Inc. Oncology Med, Inc. Colorado Secretary of State Date and Time: 01/18/2015 09:15 AM ID Number: 20151004878 Document number: 20151034759 Amount Paid: $25.00

AMD_PC Page 2 of 2 Rev. 12/01/2012 8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing: (First) (Middle) (Suffix) (City) (Province – if applicable) (State) (Postal/Zip Code) United States (Country – if not US) (The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box and include an attachment stating the name and address of such individuals.) Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney. Randolph (Last) One East Main Street S Hudson (Street name and number or Post Office information) Suite 711 Rochester _ NY 14614 - 1880

AMENDMENT TO THE ARTICLES OF INCORPORATION OF ONCO MERGER SUB, INC. To the Secretary of State of the State of Colorado: ONCO Merger Sub, Inc . , a for - profit Colorado domestic corporation in good standing, does hereby amend its Articles of Incorporation pursuant to † 7 - 90 - 301 , et seq . and † 7 - 110 - 106 of the Colorado Revised Statutes, to wit : FIRST: Pursuant to and in accordance with that certain Agreement of Merger and Plan of Reorganization ("Reorganization") by and between Oncology Med, Inc . , then a Colorado corporation prior to January 16 , 2014 , ONCO Merger Sub, Inc . , a Colorado corporation, and in accordance with that certain agreement that became contemporaneously effective with that certain Reorganization to exchange shares between ONCO Merger Sub, Inc . and Oracle Nutraceuticals Company, a Colorado corporation, all of which agreements became effective on January 16 , 2014 , the name of the corporation is "Oncology Med, Inc . " . NOW, THEREFORE , the corporation causes this amendment to be filed with the Office of the Secretary of the State of Colorado, as such amendment to its Articles of Incorporation is authorized by the written consent of the majority of the corporation's board of directors in accordance with † 7 - 108 - 202 of the Colorado Business Corporation Act . No notice to or vote by the shareholders of the corporation is required to effect this corporate action pursuant to † 7 - 110 - 102 ( 1 ) of the Colorado Business Corporation Act . IN WITNESS WHEREOF , I, Michael P . Grande, the President and Chief Executive Officer of the corporation, have subscribed this document and do hereby affirm, under penalty of perjury, that the statements contained herein have been examined by me and are true and correct as of this 18 th day of January 2015 . Michael P. Grande President and Chief Executive Officer 8 Exchange Boulevard Suite 711 Rochester, New York 14614 Telephone: (585) 967 - 3198

CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY To : The Secretary of State The State of Colorado Suite 200 1700 Broadway Denver, Colorado 80290 From: Michael P. Grande President ONCO Merger Sub, Inc. ("ONCO") Suite 711 8 Exchange Boulevard Rochester, New York 14614 The undersigned, being the President and Chief Executive Officer of ONCO, hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly elected and qualified Chairman of the Board, President, Chief Executive Officer, and Acting Chief Operating Officer of ONCO . 2. ONCO is a corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to ONCO's governing documents, as amended, and as currently in full force and effect, I am the person ("Authorized Officer") who has been duly designated and appointed to the office(s) indicated by my name, I continue to hold the indicated office(s) at this time, and the signature set forth below by my name is my genuine signature . 4. I have been given sufficient and appropriate authority by ONCO's Board of Directors to act on behalf of and to bind ONCO with respect to the amendment to its Articles of Incorporation to which this Certificate is annexed, and in any amendments or exhibits thereto . 5. I have the power and authority to execute this Certificate on behalf of ONCO. 6. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by ONCO's Board of Directors or shareholders . IN WITNESS WHEREOF , the undersigned duly executes this Certificate and affixes his signature hereto as of the date first above written. ONCO MERGER SUB, INC., a Colorado corporation By: Michael P. Grande Its: President and Chief Executive Officer, not as an individual

CORPORATE ACTION BY THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ONCO MERGER SUB, INC., A Colorado corporation The members of the Board of Directors, acting unanimously by written consent in lieu of a meeting pursuant to the provisions of Section 7 - 108 - 102 of the Colorado Business Corporation Act, do hereby agree to amend the corporation's Articles of Incorporation; whereby, the corporation changes its name to "Oncology Med, Inc.", to become effective on the date this amendment to the Articles of Incorporation is accepted for filing by the Office of the Secretary of State of the State of Colorado. As permitted by Section 7 - 110 - 102(1) of the Colorado Business Corporation Act, the shareholders of the corporation are not entitled to any notice nor are any of them required or entitled to vote on the matter that is the subject of this corporate action and effected by the majority of directors of the corporation. This corporate action by written consent will be placed in the corporation's Minute Book. The directors representing a majority of the corporation's Board of Directors acting by written consent are Michael P. Grande, Randolph S. Hudson, Dean M. Denton, and Tiffany L. Grande, being duly elected and appointed directors of the corporation. The following corporate action is hereby adopted: RESOLVED, that Michael P. Grande, the corporation's President and Chief Executive Officer, is hereby empowered to act as the corporation's authorized representative and is hereby authorized to file an amendment to the corporation's Articles of Incorporation with the Office of the Secretary of State of the State of Colorado, which amendment states the corporation is changing its name to "Oncology Med, Inc.", including authorization to Mr. Grande to enter into any ancillary agreement or understanding and file any additional documents with any state or federal agency or department to confirm the facts stated herein and appurtenant thereto. Michael P. Grande Chairman of the Board Randolph S. Hudson Vice - Chairman of the Board

Dean M. Denton Director Tiffany L. Grande Director DATED: January 18, 2015 ATTEST: Dean M. Denton Corporate Secretary

Exhibit 3.4

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Amendment filed pursuant to † 7 - 90 - 301, et seq. and † 7 - 110 - 106 of the Colorado Revised Statutes (C.R.S.) ID number: 1. Entity name: (If changing the name of the corporation, indicate name before the name change) 2. New Entity name: (if applicable) 3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box) : “bank” or “trust” or any derivative thereof “credit union” “savings and loan” “insurance”, “casualty”, “mutual”, or “surety” 4. Other amendments, if any, are attached. 5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment. 6. If the corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires : (mm/dd/yyyy) or If the corporation’s period of duration as amended is perpetual, mark this box: 7. (Optional) Delayed effective date: (mm/dd/yyyy) Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 20151004878 Bellatora Inc. Colorado Secretary of State Date and Time: 01/20/2017 06:00 PM ID Number: 20151004878 Document number: 20171047527 Amount Paid: $25.00 AMD_PC Page 1 of 2 Rev. 12/01/2012

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing: (First) (Middle) (Suffix) (City) (Province – if applicable) (State) (Postal/Zip Code) United States (Country – if not US) (The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box and include an attachment stating the name and address of such individuals.) Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney. Deerfield Randall (Last) 1333 Sprucewood S AMD_PC Page 2 of 2 Rev. 12/01/2012 Goulding (Street name and number or Post Office information) _ IL 60015

ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF BELLATORA INC. (FORMERLY ONCOLOGY MED INC.) The undersigned, being all of the members of the Board of Directors and the majority of the shareholders of Bellatora, Inc . a Colorado corporation, do hereby consent to, adopt, ratify, confirm and approve, as of the date indicated below, the following recitals and resolutions, as evidenced by the signatures hereunder . BE IT RESOLVED : That the Corporation, by and through its Board of Directors, and consented to by the majority of the shareholders, does hereby authorize corporate actions, including the reduction of the authorized shares of common stock from 2 , 000 , 000 , 000 to 200 , 000 , 000 , in light of the recent corporate action of a reverse stock split of 1 for 1500 and a change of the trading symbol incident to the November 2 , 2016 Equity Exchange Agreement . CERTIFICATION: The undersigned members of the Board of Directors of the Corporation, being the only members of the Board of Directors, all other Directors having previously resigned . The undersigned further hereby certify that the above resolutions were adopted by the Board of Directors of the Corporation at a duly constituted meeting in which a full quorum was present and that said resolutions remain in full force and effect and have not been rescinded . Date: January 20, 2017 /s/ Atom Miller , sole board member MAJORITY SHAREHOLDER APPROVAL: The undersigned majority and vote of the shareholders of the Corporation, approve the above action. Date: January 20, 2017 By: /s/ Atom Miller In his capacity as a shareholder, Atom Miller, holding 88.56% of the vote of the issued and outstanding shares.

Exhibit 3.5

BY-LAWS OF

BELLATORA, INC.

SECTION 1

Certification of Incorporation

1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business and conduct of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the certificate of incorporation; and the certificate of incorporation is hereby made a part of these by-laws. In these by-laws, references to the certificate of incorporation mean the provisions of the certificate of incorporation (as that term is defined in the General Corporation Law of Colorado) of the corporation as from time to time in effect, and references to these by-laws or to any requirement or provision of law mean these by-laws or such requirement or provision of law as from time to time in effect.

SECTION 2

Offices

2.1. REGISTERED OFFICE. The registered office of the corporation shall be in the state of Colorado.

2.2. OTHER OFFICES. The corporation may also have an office or offices at such other place or places, either within or without the State of Colorado, as the Board of Directors of the corporation from time to time may determine or as the business of the corporation may require.

SECTION 3

Stockholders

3.1. ANNUAL MEETING. The annual meeting of the stockholders shall be held at nine-thirty o’clock in the forenoon on the first Monday in March in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-law or as may be specified by the chairman of the board or by a majority of the directors then in office or by vote of the board of directors and of which notice was given in the notice of the meeting. Notwithstanding the foregoing, the first annual meeting of the corporation shall be held in the year 2010.

3.2. SPECIAL MEETING IN PLACE OF ANNUAL MEETING. If the election for directors shall not be held on the day designated by these by-laws, the directors shall cause the election to be held as soon thereafter as convenient, and to that end, if the annual meeting is omitted on the day herein provided therefor or if the election of directors shall not be held thereat, a special meeting of the stockholders may be held in place of such omitted meeting or election, and any business transacted or election held at such special meeting shall have the same effect as if transacted or held at the annual meeting, and in such case all references in these by-laws to the annual meeting of the stockholders, or to the annual election of directors, shall be deemed to refer to or include such special meeting. Any such special meeting shall be called, and the purposes thereof shall be specified in the call, as provided in Section 3.3.

3.3. SPECIAL MEETINGS. A special meeting of the stockholders may be called at any time by the chairman of the board or by the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors or of one or more stockholders who are entitled to vote and who hold at least fifty percent of the capital stock issued and outstanding. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

3.4. PLACE OF MEETING. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Colorado as may be determined from time to time by the chairman of the board or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

3.5. NOTICE OF MEETINGS. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat; and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjournment session by such stockholder is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

3.6. QUORUM OF STOCKHOLDERS. At any meeting of the stockholders, whether the same be an original or an adjourned session, a quorum shall consist of a majority in interest of all stock issued and outstanding and entitled to vote at the meeting, except in any case where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

3.7. ACTION BY VOTE. When a quorum is present at any meeting, whether the same be an original or an adjourned session, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

3.8. ACTION WITHOUT MEETINGS. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

If action is taken by unanimous consent of stockholders, the writing or writings comprising such unanimous consent shall be filed with the records of the meetings of stockholders.

If action is taken by less than unanimous consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such less than unanimous consent and a certificate signed and attested to by the secretary that prompt notice was given to all stockholders of the taking of such action without a meeting and by less than unanimous written consent.

In the event that the action which is consented to is such as would have required the filing of a certificate under any of the provisions of the General Corporation Law of Colorado, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state that written consent has been given under Section 228 of said General Corporation Law, in lieu of stating that the stockholders have voted upon the corporate action in question, if such last mentioned statement is required thereby.

3.9. PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting.

Every proxy must be signed by the stockholder or by his attorney-in-fact or be authorized by such other means as is provided in the Colorado General Corporation Law. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

3.10. VOTES PER SHARE. Unless otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock having voting power held by such stockholder.

3.11. LIST OF STOCKHOLDERS. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. Such list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for at least ten days prior to the meeting either at the place within the city where the meeting is to be held, which place should be specified in the notice of such meeting, or at the place where such meeting is to be held, and shall also be produced at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may be present. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

SECTION 4

Board of Directors

4.1. NUMBER. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

4.2. TENURE. Except as otherwise provided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

4.3. POWERS. The business of the corporation shall be managed by the board of directors who shall have and may exercise all the power of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

4.4. VACANCIES. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the stockholders at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other action.

4.5. COMMITTEES. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Corporation Law of Colorado; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of the business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

4.6. REGULAR MEETINGS. Regular meetings of the board of directors may be held without call or notice at such place within or without the State of Colorado and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of the stockholders.

4.7. SPECIAL MEETINGS. Special meetings of the board of directors may be held at any time and at any place within or without the State of Colorado designated in the notice of the meeting, when called by the chairman of the board, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board or any one of the directors calling the meeting.

4.8. NOTICE. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by facsimile or electronic message at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty- four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

4.9. QUORUM. Except as may be otherwise provided by law, by the certificate of incorporation or by these by- laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

4.10. ACTION BY VOTE. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

4.11. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meeting of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

4.12. COMPENSATION. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this Section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

4.13. INTERESTED DIRECTORS AND OFFICERS.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

4.14. Each member of the Board of Directors shall have obtained a bachelors degree from a college or university that is accredited by a company or institution recognized by the U.S. Secretary of Education for accrediting activities

SECTION 5

Officers and Agents

5.1. ENUMERATION; QUALIFICATION. The officers of the corporation shall be a chairman of the board, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a vice-chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be, but none except the chairman and any vice-chairman of the board need be, a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

5.2. POWERS. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and power herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

5.3. ELECTION. The officers may be elected to the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officers their power to elect or appoint any other officer or any agents.

5.4. TENURE. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or the officer who then holds agent appointive power.

5.5. CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD OF DIRECTORS. Except as otherwise voted by the directors, the chairman of the board shall be the chief executive officer of the corporation, he shall preside at all meetings of the stockholders and directors at which he is present and shall have such other powers and duties as the board of directors, executive committee or any other duly authorized committee shall from time to time designate.

Except as otherwise voted by the directors, the vice-chairman of the board, if any is elected or appointed, shall assume the duties and powers of the chairman of the board in his absence and shall otherwise have such duties and powers as shall be designated from time to time by the board of directors.

5.6. VICE PRESIDENTS. Any vice presidents shall have such duties and powers as shall be designated from time to time by the board of directors or by the chairman of the board.

5.7. TREASURER AND ASSISTANT TREASURERS. Except as otherwise voted by the directors, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the chairman of the board. If no controller is elected, the treasurer shall also have the duties and powers of the controller.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the chairman of the board or the treasurer.

5.8. CONTROLLER AND ASSISTANT CONTROLLERS. If a controller is elected, he shall be the chief accounting officer of the corporation and shall be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the chairman of the board or the treasurer.

Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the chairman of the board, the treasurer or the controller.

5.9. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all writings of, or related to action by stockholder or director consent. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the chairman of the board.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the chairman of the board or the secretary.

SECTION 6

Resignations and Removals

6.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the shares issued and outstanding and entitled to vote in the election of directors. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent. No director or officer resigning and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no director or officer removed, shall have any right to any compensation as such director or officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise; unless in the case of a resignation, the directors, or in the case of a removal, the body acting on the removal, shall in their or its discretion provide for compensation.

SECTION 7

Vacancies

7.1. If the office of the chairman of the board or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the chairman of the board, the treasurer and the secretary until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 4.4 of these by-laws.

SECTION 8

Capital Stock

8.1. STOCK CERTIFICATES. Shares of the corporation’s stock may be certificated or uncertificated, as provided by the General Corporation Law of the State of Colorado. All certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number, class and designation of the series, if any, of the shares held and shall be signed by the Chairman or a Vice Chairman or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

8.2. LOSS OF CERTIFICATES. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim or account thereof, as the board of directors may prescribe.

SECTION 9

Transfer of Shares of Stock

9.1. TRANSFER ON BOOKS. Transfers of stock shall be made on the books of the corporation only by the record holder of such stock, or by an attorney lawfully constituted in writing, and, in the case of stock represented by a certificate, subject to the restrictions, if any, stated or noted on the stock certificate, upon surrender to the corporation or its transfer agent of the certificate therefore properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

9.2 RECORD DATE AND CLOSING TRANSFER BOOKS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distributions or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days (or such longer period as may be required by law) before the date of such meeting, nor more than sixty days prior to any other action.

If no record date is fixed:

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

SECTION 10

Indemnification of Directors and Officers

10.1. RIGHT TO INDEMNIFICATION. Each director or officer of the corporation who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the laws of Colorado, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators: provided however, that except for any proceeding seeking to enforce or obtain payment under any right to indemnification by the corporation, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if the corporation has joined in or consented to the initiation of such proceeding (or part thereof). The corporation may, by action of its Board of Directors, either on a general basis or as designated by the Board of Directors, provide indemnification to employees and agents of the corporation, and to directors, officers, employees and agents of the Company’s subsidiaries, with the same scope and effect as the foregoing indemnification of the same scope and effect as the foregoing indemnification of directors and officers. Notwithstanding anything in this Section 10 to the contrary, no person shall be entitled to indemnification pursuant to this Section on account of any suit in which judgment is rendered against such person for an accounting of profits made from the purchase and sale by such person of securities of the corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934.

10.2. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 10 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. Each person who is or becomes a director or officer of the corporation shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided in this Section 10.

10.3. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Colorado.

10.4. EXPENSES AS A WITNESS. To the extent that any director, officer, employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her on his or her behalf in connection therewith.

10.5. INDEMNITY AGREEMENTS. The corporation may enter into indemnity agreements with the persons who are members of its board of directors from time to time, and with such officers, employees and agents of the corporation and with such officers, directors, employees and agents of subsidiaries as the board may designate, such indemnity agreements to provide in substance that the corporation will indemnify such persons as contemplated by this Section 10, and to include any other substantive or procedural provisions regarding indemnification as are not inconsistent with the General Corporation Law of Colorado. The provisions of such indemnity agreements shall prevail to the extent that they limit or condition or differ from the provisions of this Section 10.

10.6. DEFINITION OF CORPORATION. For purposes of this Section 10 reference to “the corporation” includes all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director or officer of such a constituent corporation shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

SECTION 11

Corporate Seal

11.1. The seal of the corporation shall, subject to alteration by the directors, consist of a flat-faced circular die with the word “Colorado” together with the name of the corporation and the year of its organization, cut or engraved thereon. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 12

Execution of Papers

12.1. Except as the board of directors may generally or in some particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board or by one of the vice presidents or by the treasurer.

SECTION 13

Fiscal Year

13.1. Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on the 31st day of December of each year.

SECTION 14

Amendments

14.1. These by-laws may be made, altered, amended or repealed by vote of a majority of the directors in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether made, altered, amended or repealed by the stockholders or directors, may be altered, amended or reinstated, as the case may be, by either the stockholders or by the directors as hereinbefore provided.

Exhibit 3.6

Amended & Restated

Articles of Incorporation

Bellatora, Inc.

Bellatora, Inc., a Colorado corporation, originally incorporated on January 3, 2015, does hereby amend and restate its Articles of Incorporation pursuant to the Colorado Revised Statutes, Title 7, as follows:

Article I

The name of the corporation is: Bellatora, Inc.

Article II

The period of the corporation’s duration shall be perpetual.

Article III

The corporation shall at all times maintain a Registered Agent within the State of Colorado. The resident agent of the corporation is Roger Johnson, 1001 Grand Avenue, Glenwood Springs, CO. 81602.

Article IV

The purpose for which the corporation is organized is to conduct any and all lawful business for which a corporation can be organized pursuant to the Colorado Corporation Code.

Article V

The corporation is authorized to issue an aggregate of TWO HUNDRED AND FITY MILLION (250,000,000) shares of stock, divided into two (2) classes of stock as follows:

5.1 Common Shares: TWO HUNDRED MILLION (200,000,000) shares of Common Stock, Par Value $0.00001 per share; and

Subject to the prior or equal rights, if any, of the Preferred Stock of any and all series stated and expressed by the Board of Directors in the Preferred Stock Designation providing for the issuance of such Preferred Stock, the holders of Common Stock shall be entitled (i) to receive dividends when and as declared by the Board of Directors out of any funds legally available therefor, (ii) in the event of any dissolution, liquidation or winding up of the Corporation, to receive the remaining assets of the Corporation, ratably according to the number of shares of Common Stock held, and (iii) to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders; provided that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate

(including any Preferred Stock Designations setting forth the terms of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate (including any Preferred Stock Designations setting forth the terms of any series of Preferred Stock). No holder of Common Stock shall have any preemptive right to purchase or subscribe for any part of any issue of stock or of securities of the Corporation convertible into stock of any class whatsoever, whether now or hereafter authorized.

5.2 Preferred Shares: The Board of Directors of the Corporation (the “Board”) is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the Colorado revised Statutes, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions. Subject to the limitations prescribed by law and in accordance with the provisions hereof, a Preferred Stock Designation may designate:

(a)

A series and the number of shares to constitute the series;

(b)

The dividend rate, if any, of the series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock, and whether such dividends shall be cumulative or noncumulative;

(c)

Whether the shares of the series shall be subject to redemption by the Corporation and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;

(d)

The terms and amount of any sinking fund provided for the purchase or redemption of the shares of the series;

(e)

Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of stock of the Corporation, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange;

(f)

The extent, if any, to which the holders of the shares of the series shall be entitled to vote with respect to the election of directors or otherwise;

(g)

The restrictions, if any, on the issue or reissue of any additional Preferred Stock; and

(h)

The rights of the holders of the shares of the series upon the dissolution, liquidation, or winding up of the Corporation.

The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any series of Preferred Stock.

5.3 Rights and Options: The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

Article VI

Except as otherwise provided by law, the Bylaws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office. The Bylaws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least 75% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; and further provided further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

Article VII

Section 7.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board, except as otherwise provided herein or required by law.

Section 7.2 Number, Election and Term.

(a)

The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws. If the number of directors is changed, any decrease shall not shorten the term of any incumbent director.

(b)

Directors shall be elected by a plurality of the votes cast at an annual meeting of stockholders by holders of Common Stock. The election of directors need not be by written ballot unless the Bylaws of the corporation shall so provide.

(c)

A director shall hold office until the next annual meeting of stockholders following the director’s election or appointment by the Board and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

(d)

No stockholder will be permitted to cumulate votes at any election of directors.

Section 7.3 Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office until the next annual meeting of stockholders following the director’s election or appointment by the Board and his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 7.4 Preferred Stock - Directors. Notwithstanding any other provision of this Article VII, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article VII unless expressly provided by such terms.

Article VIII

Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Colorado Revised Statute as the same exists or may hereafter be amended unless he or she violated his or her duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her action as a director. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 8.2 Indemnification and Advancement of Expenses.

(a)

To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so

advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

(b)

The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c)

Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d)

This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

Article IX

Upon the dissolution of the corporation, the assets of the corporation shall be distributed by the Board of Directors according to the applicable State statute. Further provisions regarding the distribution of upon dissolution shall be stated in the corporation’s ByLaws.

Article X

The mailing address of the corporation is: % Coral Capital Advisors, LLC., 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339.

Article XI

The corporation reserves the right to amend and repeal any provision contained within the Articles of Incorporation in the manner prescribed by the laws of the State of Colorado.

I, THE UNDERSIGNED, for the purpose of amending and restating these Articles of Incorporation of Bellatora, Inc. under the laws of the State of Colorado, do make and record these Amended and Restated Articles of Incorporation and do certify the facts herein are true, and I have accordingly hereunto set my hand.

Dated: September 12^th, 2022

Erik S. Nelson, President

Member of the Board of Directors

Exhibit 10.2

PROMI SS OR YN OT E Tim P H OM I S O l n 1'1 01 AG IU . I ,, H I \ I ts cn tm ..d tnto on 1h1 18th day of J une , 2 0 2 1 , b y uncl b e twe e n Coral I n ves tment P<1rtn cr, - , LP . a <,corgta Lun1tc:d Partner s h i p ¼ ho se addrc s I \ 2030 Powe, s l · erry R oa d L . ".iu1tc ' 212 Atll':lnta, (,A 10119 ( "Cre dit or" 01 · C ORAL " ) and Bellatorn , In c. a Colorado Corporatwn, "'hose pnn c1pa l addrc 5s 1 s 11 7 00 \ \ est Charleston Bl v d , Sulle t. 1 70 - 74 La Vega!., NV 89 11 5, ( "D('htor" or " Bellatora " ). <..ollecti \ ely referred lo as th e· Part,e " \ V II E R EA . BELLATORA 1 :. a corporation with hmIL cd resource :. and from tim e to time m need of financial assistance m order to mamtam 11 s good t andmg status and 10 pa y other fees or charges associated \ 1 th bemg a public company . \ \ H E R EAS, BELLATORA 1 s currently doe s not have a class of shares regi stered w ith the Securities and Exchange Comm 1 ss 1 on ( "S EC) . BFLLATORA lack s the fund t o become a full y reporting com p any 1 th the Securi ti e s and Exc h ange Comrm s 1 on ('"SEC") WHEREAS , BELLATORA 1 s i n need o f borrowi n g fu n d . a n d Coral 1 s \ \ llltn g 1 0 ad \ 'ance funds t o BELLA TORA for t h e purposes sta t ed abo, e . \ \ H EREAS . Coral h as agreed 1 0 ad , a n ce f und s for u e in t he p u rpose descnbed above \ . \ HEREA , Coral and BELLATORA a r c d esi rin g t o e nt er mto this Promis sol) 'o te Agreeme nt for th e purpo se of bemg able to mai n tam II good standmg talus and sta tu s as a publicly traded com pany and 10 ensure t he r epayme nt of t he fu nd s a d, ancc b y Cora l : ' 110 \ \ , THEREFORE , for goo d and val u able co n s 1 dera 11 o n . th e receipt and suffic 1 en 9 of \ \ h 1 ch arc hereby acknow l edged b y each of t h e p arties h ere t o , the p : ut 1 e : , hereby agree that he debt between bot h parties is h ere b y rev i ed a n d re l a t ed as fo li o \ \ s : l. A m o u nt of D e b t : The m 1 t ial a m ou nt of th e d ebt s h a ll be T h irt y T ho u sand Dollars ( $ 30 , 000 ) . v,hich Coral s hall fun d t o BE L LATO R A at th e 11 me of the s 1 gnmg of this Promissory Note Agree m en t via th e a u m p t i on and replacement o f th e Promi s ory Note Agree m e nt between Cora l an d R enewab l e E n erg) Solution Systems , loe . In t h e eve n t t hat BE LL A 1 ORA t s i n need of addit i onal funds t o mamtam its s tatu s as a ful ly re p o rt 111 g co m pa n y w it h t he E , Coral ag re es 10 ad \ ance to BELLATORA add iti ona l f unds t o be used to m aintam th 1 t at u 5 2. I n tc r est R a t e : The Debt : , ha ll mcur mt eres l a l th e rate of Twen l ) • Fuur P ercent ( 24 ƒ /o) per annum . compounded mon t h l y (" I nt eres t ") u n til t he Deb t I repaid m full Int e r es t o n th e Debt shall acc ru e a n d beco m e due and payab l e on the closm g ( 1m11nb J

PROMI SS OR Y , V OT E o f .my t ransaction resu lt ing rn a change in control of kfLLATORA interes t 1,ha ll be added lo tilt o u tr.wn d mg pnnctp a l bal.mce. 3 . T) pe a n d Pl ace of P a m en t : A . The amount due C o r a l mcludm g pri nc ip al and interest hall be dae pa y abl e upon Br..LL A TOR i \ comm en cin g s u fficien t business openu lo r e p ay th e deb t; o r 8 Th e amount due Co ral , including pnn c 1 pal and in t eresl shall be due and pa yab l e fr o m th e e s c row of a n y trans a ction re sul t ing m a change m control of BELLATORA ; and 4 . P re pa ) · ment : Ad \ ance paymen t or paymen ts ma y be made o n an y amounts d ue unde : r thi s N ote withou t pen a ll y or forfeiture . There s hall be n o pen alty for any prepa y ment S . Acce l e r a tion pon O c cu r re n ce of S pecified E \ e nts . U pon the occurrenc e o r du n n g the continuance of a ny one or more of t he events her e m a ficr enum e rated , Ifo l d e r or an y of i t s as s i gns may fo rth w it h or at any t ime thereafter or dunn g th e cont 111 uance of an y s uch event , b y no ti ce m wri t ing t o the Maker . declar e the o ut , ; t a ndm g balance be 1 m m e d 1 a t e l y d u e and payab l e \ Hthout present a ti o n dem a nd pro t e s t , no ti c e of pr 0 LC!,l . o r o th e r n ouce of d 1 honor , all of which are h ere b y e xpr e s s l y w a i ved by Maker : A. Mak e r s h a ll fil e a vo l u nt ary pe t 1 t 1 on in b a n kru p t cy or a \ olun t aT) pcutt o n see king reorga ni zat i on , o r s h a ll fil e a n answer adm 11 1 mg the junsdict 1 on of t h e c ourt an d a n y ma t e ri a l a ll ega ti o n s of an 1 m - olu nt ary petinon filed pur s u a nt t<J any . ic t of o n g r ess r elati n g t o ba n kr u p t c y or to an y act purporting t o be a m cnda t ory th e r eo f, or sha ll be adJud 1 ca t ed bankrupt . o r r, h a ll mak e an a 1 > s 1 gn m c nt f o r t h e be nefit of cred it or s, or s h all appl y for or com , enl 10 the a pp o int me nt of a n y r ece i ve r o r t r u stee for Make r , o r of all or a n y su b ta nt ia l p o r 1 io n of Jh pr ope rl y , or Make r shall m a ke an , 1 ss 1 g nm c n 1 t o a n a g e nt au th or 1 e d t o liqu 1 d a 1 e a n y s u bstant i a l part of 1 h a c ... t i, , 01 H lllllli lt l J An ord e r i, ha ll h e entere d pu n ; u a nt l o a n y ac t of Cong r e ss re l a ting t o b a nkru p tc y o r 1 0 a n y act purp o rtm g t o b e a m e nd atory th < . 'l'COf appro" mg a n 1 nvo l u n 1 ur y pc tttwll !> CCk 1 n 1 e o rga mz a t 1 o n of th e Mak e r , or an order of any t ; 1 HJ rt s h a ll b e e nt e r e d a ppointin g : m y rcc . e 1 V< . ' r or tn 1 \ tee o f or fo r Make , , m , . 111 y r ec : c 1 vc 1 o l 11 u 1 cc of a ll or a n y s ub ta nt tJI po rt wn of th e p 1 opc 11 y o 1 Make r , o r a w 1 i 1 or wa ri an t o f a tt ac h men t or an) 1 m 1 l . u p 101 . c , 11 11 , ill b e , . , s u e d h y a n y w ur 1 < 1 ga 111 s l . ill (l t a n y sub tau tt u l portion o l 11 , c prnp cr t y of M . 1 kc - 1 , . J nd we lt \ ll dl ' r app r oving :. i pe ll tt< • n scekm g 2 0."

PROMI SS OR Y N O TE reo , ga ni za t io n o r appo 111 t 111 g a receiver or trustee ,snot vacated or stayt : d, o r s u c h w rit , warran t of a ll achment o r s i milar process 1 s not rclea!>e<l or bo nd e d w 1 t h 111 6 0 d ays a ft e r ,t s e nt ry or l evy . 6. A s s i g n a b i li ty : Th e ri g h t s or o b l i gatio n s u nd er t hi s Note may not be as!> 1 gned a n d/o r d e l ega t e d by Ma k er w ith o ut th e express w ri tten com,e nt of t h e other party H o ld e r m ay ass i g n hi s ri g ht s w itho u t r es t r i c t i o n . 7. R e p r e e nt at i o n s a nd Wa rrant i e s o f D e b t o r : th e Debtor r ep r esents and warrants as fo ll ow:.. A . T h e D e b t or i s a co rp o ration dul y o r ga m ze d , va lidl y exis tm g and in good s t an dm g unde r the l aws o f t h e S t a t e of Del a w a r e . The De btor h as t h e co rp ora te po we r t o o w n i t s p rop e rt i es a nd L o c arry o n i t s bu s me s as now be m g co n du c ted . B T h e D e b tor h as a ll r e qui s i t e corporate p ow e r a nd a ut h on ty t o ent e r i n to this Agreemen t a nd t o co n s u mm a t e the trans ac ti o n s co nt e m p l a t e d h e r e b y . The exec ut 10 n a nd d e l i v ery o f thi s Agr e e m en t a nd t h e co n s umm a ti o n of t he t ra n sac ti o n s c on t e mplated h e r eb y h a v e be e n d ul y a uth o n z ed by all necessary co rp ora t e a ct i on o n the pa 1 i o f t h e D eb t o r . Th e D e b t o r 's B oa rd of D irecto r s h as ap p ro v ed th i s Agre e m en t and th e t r an s acti ons con t em p la t e d h ere b y . T hi s Agr e e m e n t h a s b e en dul y exe cu t e d a nd delivered by t h e D e b to r a nd co n s t it ute s a v a li d a nd b i n din g ob li ga t i o n o f t he Deb t o r , e n fo r ceable in acco rd a n ce w ith i t s t e rm . , e x c e p t (a) a s l i mi ted by applicable bankru p tcy, in so l v en cy, r e or ga ni za t i on, m o rat o rium a n d other laws of ge n era l app h ca t 1 o n a ff ec tin g en forc e me nt of c r e dH ors' r i g h ts generally and (b) as ! u nit ed b y l a w s r e l a t m g to th e a v ai l a b i l i t y of s pe c ifi c performance . m Ju nct i vc r e li e f or o th e r e q uit a bl e r em e d i es . C Th i s Agreement 1 s t he l ega l , va lid a nd b 111 d 111 g o bli g a t ion o f the D e b tor , except a s !J m 1 t ed by a ppli ca bl e b a n k rup t cy, i n so l vency, and o t h e r s i m ilar l aws afTechng cred it o r s' ng ht s ge n e ra l l y . 8. R e pr ese ntation s and Wa r r a nti es o f Cr e di tor: Th e Cr e di t o r repr ese nt s and warrants as follows : A That t he Cre dit o r h a k n ow l ed ge a nd cx p e n e n ce 111 f i na n c ia l a nd b usi n e s matte r s and th a t h e und ers t an d Lh a l th e m e r its a n d nsks as o c i a t ed \ \ - i t h the execu t 10 n of th i s Ag r ee m e n t . {the rema 111d er of t l m page 1s 11 1 1 e 1111 o n al/ _ 1,lef t b l a n k) 3 (m1uals)

PROMISSOR Y NOTE 9. Eve nt s of Default: A In th e "E v e nt o f D ef au l t '' a s that t e rm i s d es cri bed m 9 ( 8 ) . the t otal a m o unt under du e und e r thi s A g r e em e nt s h a ll b ecome 1 m med 1 a 1 e l y due a nd pay abl e B. T h e 1 c m1 , " Elrn / of D efa 11 /1" s h a ll c on s ti t ute the foll o, \ 1n g sce n ario,: 1. Th e Co mpan y 1 s unable 1 0 ma k e an y o f th e p ay ment s '>pe c1fi ed m p ara graph 3 ( A ) . 11 . If th e D e btor s hall m a k e an a ss 1 g n 111 e nl fo r th e b e nefi t of cr e di tor : , o r s hall a dmit in wnting it s in a b ilit y t o pa y it s d e bt s as the y b ec ome due ; or 111 If the D e b t o r s ha ll fi l e a v oluntary p e t 1 t 1 o n i n b a nkrupt cy, o r s h a ll be th e s ub j e c t o f an in vo lu n tary bankrupt cy p e t 111 o n , or a dJud 1 c a t ed ba n k rupt or in so l v ent . or s h a ll fi l e an y pelill o n o r an s \ \ er se ekin g a n y r eo r ga ni za t 1011 arrangem e nt , eo m po si 11 o n . re a d j u s t m e n t . hq u 1 d a t 1 o n , d 1 ss olut 1 on , or s imilar re li ef und e r th e pre se nt or a n y futur e f e d era l Ba nkruptc y Code o r o th er appli c able fed e ral . s t ate o r s imilar s t a tut e , law or re g ul a t 1 0 11 , or s hall s e ek or co n se nt to or acq ui e s ce in th e a p pointm e nt o f an y tru s te e, r e ce l \ e r o r hqu 1 d a t o r of th e D e bt or o r o f a ll or any s ub s t antial part of 1 1 s a s se t s C.. N otice of Defa ult : I n th e event o f an ac tion t n g g enng an E vent o t D efa ult , the C r e dit o r s h a l l p r ompt!) no 11 f y t he Comp a n y b y U PS Ce rt ifie d Ma il o f th e Eve nt o f Default Th e C o mpan y : , ha ll ha \ . e t e n ( I 0 ) da ys from th e m a tlm g of th e Event of D e fault nollc e to c ur e t h e fa ent of D efau lt b y mak in g th e s p ec ifi e d pa y m e n t ( s ) 1 0 . ' \ otice s : A ll n o lt c cs, r e que s t s o r in truct 1 on s h e r e unde r s hall b e m wnt i n g a nd d e li vered p er s o n a ll y o r se nt by Fed[ x m a t! or s imil a r o , e mi g ht d e li \ ery , p o ta ge pre p a i d , a s fo ll ow s . l fto CORA L lfto BELLATORA C ora l I nve s t m en t Partn e r s , LP . At t . E n k S Ne l s o n 2030 P ov.e r s F e r ry R oa d SE S u ite # 21 2 Atla nt a , GA . 3 0 33 9 Bclla t ora, I nc . A tt. · A t om Mill e r , CEO I I 7 00 W e:, l Charl e - .t o n Bl \ d Sutte # 1 7 0 - 7 4 L as V e g as, V . 8 91 35 4 (m111a l s l

PROMISSORY NOTE 11. Governing La \ \ an d Ven u e : TI 1 e te 1 m s a nd pro v i sio n s of thi s l etter arc solely for the benefit of the I ssuer and Coral Capital Partn ers and their respect 1 \ e uccessors . as . ign s . heirs and p e rsonal repre se ntati \ es, and no other person shall acq uir e or have a n y nght by virtue of thi s l etter . Co r al Inve s tment P artner and the I ss uer agree th at any di s put e concern ing the interpretation, va hdn y, or enforceabili t y of thi s agreeme nt , and a n y action arising fr om any a ll eged breach hereof , s hall be adJ ud 1 cated exc l usively m State or Su p erior Co urt for th e county in which Coral Inve s tmen t P artners' principal exe cuti ve office s h all be l ocated at the ttme of in s lltut 1 on of s uch ac tion , o r in th e a pp l icabl e d 1 stnct and di vis i on of the U . S . D 1 s tn c 1 Court h aving \ enue for disputes m th a t same cou nt y . I n the eve nt of any liti ga tion a rising from or related t o thi s Agreement , or the crv 1 ccs provided under thi s Agreement, th e pre vai lin g part y s h a ll be entitled to recover from the non - prevailing party a ll reasonabl e cos t s incurred including s t aff ume , court co s t s, at t orney · s fees . and a ll other related expenses mcurred in s uch litigation . In the eve nt of a no - adj udicative settlement of litigation behveen the parties or a r eso lution of a dispute by arbitra t ion , the tenn "prevail ing party " s hall be determined b y that proce ss . 12. Share & Warra nt Purcha se : The Par 1 ies h e r e b y ag ree that as an mdu ce m e nt t o enter int o this Promissory No t e Agreeme nt , Coral s h all h ave t h e nght t o purchase and shall purchase the following : A Common Shares One Ilun dred Mi ll ion ( I 00,000,000) common share a t an aggregate pric e of $ 1.000 ; a nd B Class A Warran t s· Fifty Mi llion (50,0 00 , 000) Class A Warrants at an aggregate pnce of $500, and Class B Warrants Fifty Mi lli on (50,000, 000 ) Cla B Wa r ra nt s at an aggrega t e pnce of $500, and C 13 . Entire Agreeme nt : Thi s Agreeme nt . inc l uding a l l exh i bit s a nd schedu l es attached thereto , exec uted o n eve n date here wit h , con s ti t ute s th e full a nd enti r e understanding and agree m e nt b etwee n the p a rti es with r ega rd to t he Debt , and no party shall be liable or bound to any ot h e r part y in any m an ner b y an y representations , warra n t ie s, cove nants a nd agree ment s . J 4 . Seve rabilit) : The imalid 1 t y o r un foreeabi l 11 y of a n y p rov i s ion of t hi . l e tt er hall not affect the va lidit y or enfo rce abi l ity o f a n y o th er pr ov 1 s 1 om, of th i lett er, "hich shall remam in ful l f o r ce and effec t 15 . Co unterpart s/E lectronic Sig n a tur es : Thi s Agreement m ay be e , ec ut ed Ill counterparts a ll of which t oge ther s hall co n st itut e o n e agreement b 111 dmg on all the p artie hereto . not w 11 hstand 111 g that all suc h p art i es are not 5 (m 111 alsJ

PROMIS S OR Y N OT E rn 1 g mal or th e sa m e to unt e q x irt. f - .i c, 1 m i lc or elcctwn1cul l y tran m111cd s 1 g n u tur es s hull be <l cc m c <l c ll c tt1 vc a:. o n g m JI&. 16. A uthoril) / Ca p ac iti es / En ti tic : Ca c h p en,0 11 s i g nm g thi s Ag r eeme n t rcprc cnt a nd \ \ a rran ts th a t he o r s h e h as c ompl e t e a uth o nt y and l ega l capac..1 1 ) t o enter into th i..,Ag 1c e mcnt o n b e half of the c n11t) fo r w hich he o r s h e 1 s s 1 g11 111 g, an<l Jgree:. t o defend . ind e mni fy. a nd hold h a nnle ss a ll other partie s 1f th a t a ut ho ri ty or ca pa c it y i s c hall e n ge d 17. K n o " ing and V olunt ary Ag r e em e nt · T h e Parties r e pre se nt th ey h a \ e r ead thi s Ag 1 ce m e nt , und e r s t a nd 11, ,olunt a r i l y a g r ee to i t s tenn s, a nd S l f,'11 11 fr eely. I \ \ I T.NESS WHEREOF . th e p ar t i es hereto have e xe cut e d thi s Ag reem e n t on the date first above w ri ll e n Agreed t o and Accep t ed this 19th da} of Jun e I 8 th , 2 0 2 1 Enk S e l so n Presiden t of the Genera l P a rt ne r Coral Im estme n t P artne r s, L P 6 (m111al s )

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation in this Form 10-12G of our report dated September 19, 2022 relating to the financial statements of Bellatora, Inc. as of December 31, 2021 and 2020 and to all references to our firm included in this Registration Statement.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

Certified Public Accountants

Lakewood, CO

September 19, 2022