Investors may have greater difficulty in getting orders filled on the OTC Pink Market. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Pink Market securities. Investors do not have direct access to the marketplace’s service. For these securities, there only has to be one market maker.

These transactions are conducted almost entirely manually. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because these stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

Blue Sky Law Considerations

The holders of our shares of Common Stock and persons who desire to purchase them in the OTC Pink Market should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, investors should consider any secondary market for the company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: AL, CA, IL, KY, LA, MT, NH, NY, PA, TN and VA.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

Offering Period and Expiration Date

This offering will start on or after the date that the offering is qualified by the SEC and will terminate at the earlier of: (1) the date on which the maximum offering amount has been sold, (2) the date which is one year after this offering has been qualified by the SEC or (3) the date on which this offering is earlier terminated by us in our sole discretion.

Procedures for Subscribing

General

If you decide to subscribe for any Common Stock in this offering, you must:

You must pay for the shares of our Common Stock at the time of your subscription. Subscription agreements may be submitted in paper form, or electronically by email or other means made available to investors by us. All checks should be made payable to Greene Concepts, Inc. Completed subscription agreements should be sent to us at the address set forth in the subscription agreement and payments should be sent to us or wired according to the instructions in the subscription agreement.

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such Subscription Documents upon request after a potential investor has had ample opportunity to review this Offering Circular. Further, we will not accept any money until the SEC declares this Offering Circular qualified.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed. Once you submit the subscription agreement, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). As a result, a non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

How to Calculate Net Worth. For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the shares in this offering.

In order to purchase the shares in this offering and prior to the acceptance of any funds from an investor, an investor will be required to represent, to our satisfaction, that he is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.

USE OF PROCEEDS

We estimate that, at a per share price of $0.0015, the net proceeds from the sale of the 2,000,000,000 shares in this offering will be approximately $2,947,000, after deducting the estimated offering expenses of approximately $53,000.

The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we will need to secure additional funding for the fully implement our business plan. Please see section entitled “Risk Factors” on page 7.

We reserve the right to change the above use of proceeds if management believes it is in the best interests of the company.

DESCRIPTION OF BUSINESS

Our Company

Our company name is Greene Concepts, Inc. We are headquartered in Marion, North Carolina. We are a New York corporation that was incorporated on August 18, 1952 and previously operated as Tech-OHM Resistor Corporation, Tech-OHM Electronics, Inc., International Citrus Corporation, Princeton Commercial Holdings, Inc., Eurowind Energy, Inc., First Petroleum and Pipeline Inc., and Luke Entertainment, Inc. Through our wholly-owned subsidiary, Mammoth, we are a bottling and beverage company committed to providing the world with high quality, healthy, and enhanced beverage choices. Our beverage and bottling facility is located in Marion, North Carolina. The facility is a 55,000 square foot bottling and beverage plant that is located within the boundaries of the Pisgah National Forest. The bottling facility has as its water sources a combination of seven (7) spring and artesian wells that are fed from a natural aquifer that is located deep below the Pisgah National Forest. We are focused on producing a variety of beverage product lines including, but not limited to, spring and artesian water, cannabinoid, or CBD, infused beverages, pH balanced water and beverage offerings, as well as enhanced athletic drinks in addition to other product offerings. Additionally, Mammoth will act as a third-party producer and bottler of "white label" beverage and water products. White label bottling services are provided for clients that desire to market their own product formulations, brand name and labeling while outsourcing the production and bottling of their products to Mammoth.

Before acquiring our Marion, North Carolina bottling facility on December 24, 2018, we operated our legacy business, which was the manufacture and distribution of a line of 25 high quality consumer focused inkjet kits. On April 30, 2019, our board of directors made a determination to wind down our legacy business and to transition into the beverage and bottling business.

On February 6, 2019, we entered into a Stock Purchase Acquisition Agreement and Merger Agreement and Promissory Note Agreement with BNL Capital LLC, or BNL Capital. Pursuant to the terms of the agreement, BNL Capital agreed to sell 100% of the outstanding shares of Mammoth to us for a purchase price of $1,350,000. Mammoth owns the business formerly referred to as “North Cove Springs Bottling and Beverage,” which includes the Marion, North Carolina bottling facility and related assets. We financed the acquisition through a secured promissory note in the amount of $1,350,000 in favor of BNL Capital. The promissory note was secured by 100% of the outstanding shares of Mammoth that are owned by our company. See “Description of Business – Terms of Acquisition of Our Bottling Facility” for a description of the terms of our acquisition of the facility.

Upon acquiring Mammoth, we began the process of performing required maintenance to revitalize all the equipment and facility infrastructure in order to relaunch production at the plant. At the time of the acquisition all of the plant equipment was in good condition though the equipment did require a thorough inspection and light maintenance to assure proper operation when the bottling lines are relaunched. At the time of the acquisition, we hired, Kenneth Porter, a 30+ year veteran of the beverage and bottling industry as plant manager to oversee operations as well as the revitalization and relaunch of the facility.

The Food and Drug Administration, or FDA, requires adherence to current good manufacturing practice, or CGMP, regulations for the processing and bottling of bottled drinking water, which includes facility inspection and documentation of corrective measures and reporting requirements, as well as new requirements for hazard assessments and food safety, or HACCP, plans mandated by the Food Safety and Modernization Act, or FSMA. Final preparations for inspection are underway, including building and facility maintenance such as pressure washing, painting, general cleaning, and minor building repairs.

In addition to complete cleaning and maintenance of the 55,000 square foot facility, standard operating policies and procedures must be documented in accordance with federal legislation. This documentation includes conducting and reporting of microbial testing of source water and any finished product, which must be completed prior to initiating filling and packaging of bottles for shipment from our production lines.

In concert with the coordination of the final preparations for inspection and the launching of production, we are presently working with a number of distributors and retailers to presale orders for production once the plant is fully operational. We expect to relaunch the plant in the fourth quarter of 2019.

Since our inception we operated different businesses under different names before changing our name to Greene Concepts, Inc. and engaging in our legacy business.

Terms of Acquisition of Our Bottling Facility

On February 6, 2019, we entered into a Stock Purchase Acquisition Agreement and Merger Agreement and Promissory Note Agreement with BNL Capital. Pursuant to the terms of the agreement, BNL Capital agreed to sell 100% of the outstanding shares of Mammoth to us for a purchase price of $1,350,000. Mammoth owns the business formerly referred to as “North Cove Springs Bottling and Beverage,” which includes the Marion, North Carolina bottling facility and related assets. We financed the acquisition through a secured promissory note in the amount of $1,350,000 in favor of BNL Capital. The promissory note was secured by 100% of the outstanding shares of Mammoth that are owned by our company. Payments under the note are due in 60 monthly installments of $5,062.50 each. The first 59 months of the repayment period are interest only. On the 60^th month of the repayment period, the entire remaining outstanding principal balance will become due. As an inducement for BNL Capital entering into the agreement, we also issued 2,000,000 shares of Series A Preferred Stock to BNL Capital LLC.

Our Industry

Consumers are consistently switching from carbonated drinks to water and healthy energy drinks. As a result, the beverage market has seen increased demand for enhanced water and other functional drinks. Overall, rapid urbanization, along with widening base of the middle-class population, has increased the demand for a variety of healthy beverages.

This higher demand for water and functional beverages has benefited the packaging industry. Moreover, increasing consumer demand for quality products, made from organic and naturally sourced ingredients, requires science-based formulations of effective products in the beverage industry. These factors have created growth potential for beverage packaging service providers who have the expertise and knowledge required to create successful products in an increasingly discerning market.

Modor Intelligence predicts the global beverage packaging market to grow at a compounded annual growth rate, or CAGR, of 4.17% and reach a value of $142.28 billion by 2023. Currently, North America accounts for the largest market share, poised to reach $28.84 billion by 2023. According to Statistica, revenue in the US bottled water segment along amounts to US$67.5 billion in 2019 and is expected to grow annually by 5.5% (CAGR 2019-2023).

The International Bottled Water Association (IBWA), and the Beverage Marketing Corporation (BMC), reports bottled water volume grew to 13.2 billion gallons in 2017 to 13.8 13.7 gallons in 2018 , an almost five percent increase over the previous year (as compared to more than 6% growth in 2017). This growth is fueled in large part by increased numbers of consumers choosing bottled water instead of soda. Carbonated soft drink sales decreased for the thirteenth consecutive year, according to the most recent numbers from BMC. BMC statistics show per capita consumption exceeded 42 gallons of bottled water, a 6.2 percent increase and the average annual intake of carbonated soft drinks has declined to 37.5 gallons. BMC foresees bottled water consumption will climb higher than 50 gallons per capita within just a few years. According to BMC, nearly all Americans (94 percent) believe that bottled water is a healthier choice than soft drinks, and 93 percent say bottled water should be available wherever drinks are sold.

The shift away from sugary drinks is having a dramatic impact on sales of functional beverages. The global functional drinks market size is expected to reach USD 93.68 billion by 2019, according to a new study by Grand View Research, Inc., progressing at a CAGR of 6.1% during the forecast period. Per Grand View Research, the global functional drink market is anticipated to reach $93.68 billion in 2019, at a CAGR of 6.1%. According to the Grand View Report, four players hold 55.2% of this market. Functional beverages include energy drinks and sports drinks, and nutritional drinks, In 2014, energy drinks represented almost 56% of all functional beverage sales. Ibis World reports, over the past five years, the US energy drink production industry has grown by 5.2% to reach revenue of $9 billion in 2018. The energy drinks market is forecast to register a CAGR of 3.6% till 2023, whereas, the sports drinks market will grow at a CAGR of 4.3% during the same period.

In contrast to the energy and sports drink categories, functional drinks with nutraceutical formulations are designed to support consumer desire for establishing healthy lifestyle routines. Often formulated using herbs, botanicals, vitamins and minerals, these beverages are designed to support digestive wellness, reduce stress and improve sleep, as examples. They are often sold as dietary supplements, and subject to additional regulation by the FDA. As a result, they are sold at a higher price point. Netherlands-based Innova Market Insights, in its 2017 “Functional Drinks” reports 30.5 percent of all functional drink launches were vitamin/mineral fortified, while 22.8 percent contained high amounts of protein. Rounding out the Top 5 were energy/alertness (20 percent), digestive/gut health (19 percent), and antioxidants (12.7 percent).

We believe that the growth in bottled water and other healthy beverages and away from carbonated or sugary beverages will create opportunities for our company. We also believe that recent market trends for will continue to grow as federal and state regulation is for hemp derived CBD products is codified. The CBD market now stands at $1.01 trillion with forecasts calling for it to grow to $22 billion by 2022. Many analysts are calling for 20% or more of that growth to occur in the CBD infused beverage space. This trend, plus the opportunity presented by the US private label beverage market, which, according to Technavio, will have a revenue of almost USD 140 billion by 2021, are expected by management to fuel growth of our bottling and distribution business for years to come.

Our Products

Our bottling facility is not yet operational, and we have not begun selling any products yet.

We expect that our future products will include:

We also plan to operate as a third-party producer and bottler of "white label" beverage and water products once our facility is fully licensed and becomes operational.

Our Production

We plan to produce our future products at our 55,000 square foot bottling and beverage plant that is located within the boundaries of the Pisgah National Forest in Marion, North Carolina. The bottling facility has as its water sources a combination of seven (7) spring and artesian wells that are fed from a natural aquifer that is located deep below the Pisgah National Forest. We are focused on producing a variety of beverage product lines including, but not limited to spring and artesian water, cannabinoid, or CBD, infused beverages, pH balanced water and beverage offerings, as well as enhanced athletic drinks in addition to other product offerings.

Since we will not rely on independent third-party bottles to manufacture and market our products, we believe we can more effectively manage quality control and consumer appeal while responding quickly to changing market conditions. We expect that we will produce substantially all of the concentrates and essences used in our future branded products. We believe that our ability to control our own formulas in the future will allow us to craft products in a uniform manner with high quality standards while innovating flavors to meet changing consumer preferences.

Our Distribution

Given our particular interest and expertise in the natural health, organic and dietary supplement arenas, our primary distribution systems will utilize the fresh, natural and organic wholesale food distributors and representatives. Distribution will be targeted to independent natural food retailers and large box stores through both independent warehouse distribution system and direct-store delivery system. ‘White label’ products will utilize customer shipping and qualified independent shipping companies for direct delivery to the convenience channels. At this time we do not have plans to distribute through food service industry.

Sales and Marketing

We plan to sell and market our products through an internal sales force as well as networks of brokers. 

We will seek to reach consumers directly through digital marketing, digital social marketing, social media engagement and creative content. Our marketing efforts will be focused on increasing our digital presence and capabilities to further enhance the consumer experience across our future brands. We may retain agencies to assist with social media content creative and platform selection for our brands.

Additionally, we expect that we will create brand recognition and loyalty through a combination of regional event participation, special event marketing, endorsements, consumer coupon distribution and product sampling.

More specifically, we expect to use the following techniques to market our product offerings and attract customers:

Raw Materials

The products that we expect to produce and sell will be packaged in various materials suitable for cold pack beverages, including aluminum, glass, paper and plastic bottles, including recyclable and reusable containers. Ingredients for our functional beverage lines will include minerals, vitamins, herbs and botanicals, as well as flavors and naturally derived sweeteners. Ingredients will be sourced from cGMP compliant companies who are committed to transparency and traceability relating to origin, identify, testing and quality. Certifications for gluten-free, Kosher, Organic and other relevant ingredient criteria will be required on an as-needed basis. The majority of materials and ingredients we will purchase will be presently available from several suppliers. However, our specialized approach to formulation and quality standards may result in reduced availability of some ingredients due to weather, governmental controls or price/supply fluctuations, which would lead to price fluctuations. Therefore, we expect to clearly delineate our supply program qualifications and enroll suppliers in our own supplier program to ensure continued access to the ingredients we seek for production.

Seasonality

We expect that our operating results will not be materially affected by seasonal factors, including fluctuations in costs of raw materials, holiday and seasonal programming and weather conditions. Our products are “functional” beverages chosen by consumers who ascribe to a certain lifestyle, and as such we do not expect our products to be impacted by seasonal factors.

Our Competition and Competitive Strengths

Our products will compete with many varieties of liquid refreshment, including water products, soft drinks, juices, fruit drinks, energy drinks and sports drinks, as well as powdered drinks, coffees, teas, dairy-based drinks, functional beverages and various other nonalcoholic beverages. We will also compete with bottlers and distributors of national, regional and private label products. Several competitors, including those that dominate the beverage industry, such as Nestlé S.A., PepsiCo and The Coca-Cola Company, have greater financial resources than we have and aggressive promotion of their products may adversely affect sales of our brands.

The principal methods of competition in the beverage industry are price and promotional activity, advertising and marketing programs, point-of-sale merchandising, retail space management, customer service, product differentiation, packaging innovations and distribution methods. We believe we will be able to differentiate ourselves in the following ways:

Our Growth Strategies

We expect that our first product will be spring water and that we will white label our spring water for third parties.  Although we are in negotiations with third parties for the white label of our expected first product (spring water) we have not yet received any purchase orders or entered into any contracts for the sale of this product because our facility is not yet fully licensed.  We expect licensing to be complete on or before the fourth quarter of 2019 and to launch our white label spring water sometime thereafter in the fourth quarter of 2019.  Following the launch of our first product, we will be working on the development of other products and expect to launch other products in 2020.

Intellectual Property

We do not currently own any trademarks but expect that we will trademark our future brands once launched. We intend to maintain all registrations of our future significant trademarks and use our future trademarks in the operation of our businesses.

We also own the URL www.greeneconcepts.com.

Governmental Regulation

The operation of our facility and the production, distribution and sale of our future products in the United States are subject to the Federal Food, Drug and Cosmetic Act; the Dietary Supplement Health and Education Act of 1994; the Occupational Safety and Health Act; the Lanham Act; various environmental statutes; and various other federal, state and local statutes regulating the production, transportation, sale, safety, advertising, labeling and ingredients of such products. We believe that we are in compliance, in all material respects, with such existing legislation and that prior to the operation of our facility, we will have all required licenses to operate.

Certain states and localities require a deposit or tax on the sale of certain beverages. These requirements vary by each jurisdiction. Similar legislation has been proposed in certain other states and localities, as well as by Congress. We are unable to predict whether such legislation will be enacted or what impact its enactment would have on our business, financial condition or results of operations.

Our facility is subject to federal, state and local environmental laws and regulations. We do not expect that compliance with these provisions will have any material adverse effect on our financial or competitive position. We believe our future practices and procedures for the control and disposition of toxic or hazardous substances will comply in all material respects with applicable law.

Employees and Contractors

We currently have 1 employee, Kenneth Porter, located in North Carolina. In addition, we use independent contractors for management, legal, accounting and administrative support.

Legal Proceedings

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

DESCRIPTION OF PROPERTY

Currently, our principal executive offices are located at 13195 U.S. Highway 221 N, Marion, North Carolina, 28752, which is where our 55,000 sq. ft. beverage and bottling facility is located.

We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business.

We do not currently lease or own any other real property.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this offering circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this offering circular.

Overview

Through our wholly owned subsidiary, Mammoth, we are a bottling and beverage company committed to providing the world with high quality, healthy, and enhanced beverage choices. Our beverage and bottling facility is located in Marion, North Carolina.

We are focused on producing a variety of beverage product lines including, but not limited to, spring and artesian water, cannabinoid, or CBD, infused beverages, pH balanced water and beverage offerings, as well as enhanced athletic drinks in addition to other product offerings. Additionally, Mammoth will act as a third-party producer and bottler of "white label" beverage and water products. White label bottling services are provided for clients that desire to market their own product formulations, brand name and labeling while outsourcing the production and bottling of their products to Mammoth.

Before acquiring our Marion, North Carolina bottling facility on December 24, 2018, we operated our legacy business, which was the manufacture and distribution of a line of 25 high quality consumer focused inkjet kits. On April 30, 2019, our board of directors made a determination to wind down our legacy business and to transition into the beverage and bottling business. In November 2018, we formed Mammoth, as a wholly owned subsidiary. On December 24, 2018, Mammoth entered into an Asset Purchase Contract and Receipt and acquired the Marion, North Carolina facility and all bottling equipment from North Cove Springs Bottling and Beverage Inc.

Upon acquiring the Marion, North Carolina bottling facility, Mammoth began the process of performing required maintenance to revitalize all the equipment and facility infrastructure in order to relaunch production at the plant. At the time of the acquisition all of the plant equipment was in good condition though the equipment did require a thorough inspection and light maintenance to assure proper operation when the bottling lines are relaunched. At the time of the acquisition, we hired, Kenneth Porter, a 30+ year veteran of the beverage and bottling industry as plant manager to oversee operations as well as the revitalization and relaunch of the facility.

The Food and Drug Administration, or FDA, requires adherence to current good manufacturing practice, or CGMP, regulations for the processing and bottling of bottled drinking water, which includes facility inspection and documentation of corrective measures and reporting requirements, as well as new requirements for hazard assessments and food safety, or HACCP, plans mandated by the Food Safety and Modernization Act, or FSMA. Final preparations for inspection are underway, including building and facility maintenance such as pressure washing, painting, general cleaning, and minor building repairs.

In addition to complete cleaning and maintenance of the 55,000 square foot facility, standard operating policies and procedures must be documented in accordance with federal legislation. This documentation includes conducting and reporting of microbial testing of source water and any finished product, which must be completed prior to initiating filling and packaging of bottles for shipment from our production lines.

In concert with the coordination of the final preparations for inspection and the launching of production, we are presently working with a number of distributors and retailers to presale orders for production once the plant is fully operational. We expect to relaunch the plant in the fourth quarter of 2019.

Since our inception we operated different businesses under different names before changing our name to Greene Concepts, Inc. and engaging in our legacy business.

Financial Results

General

Since 2011, we have operated as a consumer direct marketing ink and toner technology distribution company, which markets and sells over 1,000 advanced and exceptional proprietary ink and toner “Do It Yourself” refilling systems and other products

for inkjet and toner cartridges. We marketed our products under the name ‘INKWAY USA’ and our business model was consumer direct marketing to ensure long-term growth and stability, sales, and fulfillment for retail products. We also competed in the global market place by marketing and signing distributors in Europe, North America, and Asia. These marketing efforts were coordinated from our prior corporate offices in California.

In November 2018, we formed Mammoth in support of our new strategic vision to become a bottling and beverage company. Thereafter, on December 24, 2018 we entered into an Asset Purchase Contract & Receipt with North Cove Springs Bottling and Beverage, Inc. and Chris Mencis. See “Description of Business – Terms of Acquisition of Our Bottling Facility” for a description of the terms of our acquisition of the facility.

On April 30, 2019, the board of directors made a determination to wind down our legacy inkjet business and to transition into the beverage and bottling business. 

We plan to use this facility, which had been strictly dedicated to the production and distribution of spring and artesian water, to produce high-margin products targeting the health and wellness space. The bottling facility will be focusing on a variety of beverage product lines including, but not limited to CBD infused beverages, spring and artesian water, as well as enhanced athletic drinks in addition to other product offerings. We expect to introduce several primary beverage products, with announcements that will provide details of future product offerings and operations in the near future. We plan to use this facility to produce high-margin products targeting the health and wellness market.

We expect our financial condition to change as we transition into our new business model. The current operations will be significantly different than the prior legacy business.

Revenues. During the nine-month period ended April 30, 2019 we generated revenues from our legacy inkjet operations. Our revenues increased $51,860 or 231.41% from $22,410 for the period ended April 30 2018 as compared to $74,270 for the period ended April 30, 2019. The increase in revenues is the result of increased marketing driven sales. We do not expect to generate revenues in the near term as we transition from our legacy operations to our new business model.

Cost of revenues. Our cost of revenues includes marketing and advertising expenses. Our cost of revenues increased by $12,407 or 1,358.93%, to $21,499 for the nine-month period ended April 30, 2019 from $913 for the nine-month period ended April 30, 2018. This increase was mainly due to increased outlays on marketing and advertising.

Gross margin. Our gross margin increased by $39,451 or 183.50%, to $60,950 for the nine-month period ended April 30, 2019 from $21,499 for the nine-month period ended April 30, 2018. Gross profit as a percentage of revenues (gross margin) was 82% and 95.9% for the nine-month period ended April 30, 2019 and 2018, respectively.

Sales, general and administrative expenses. Our administrative expenses include accounting, professional and executive services and similar expenses. Our administrative expenses increased by $42,930, or 172.30%, to $67,846 for the nine-month period ended April 30, 2019 from $24,916 for the nine-month period ended April 30, 2018. Such increase was primarily due to bringing the company current in reporting requirements. As a percentage of revenues, administrative expenses for the nine-month period ended April 30, 2019 and 2018 were 91.4% and 82.8%.

Professional fees. Professional fees include accounting, legal and transfer agency fees. Our professional fees were 67,846 for the nine-month period ended April 30, 2019 compared to $0 for the nine-month period ended April 30, 2018. The reason that we incurred professional fees in the 2019 period and not the 2018 period is the company had fallen behind on reporting requirements.

Depreciation and amortization. Depreciation and amortization expense relates to equipment. Depreciation and amortization expense for the nine-month period ended April 30, 2019 was 50,805 compared to $0 in the 2018 period. The reason that there was a depreciation expense in the 2019 period and not the 2018 period is there was not any equipment to depreciate in 2018 and starting in February 2019 there was equipment to depreciate with the acquisition of the company’s subsidiary Mammoth Ventures, Inc. which includes the bottling facility in North Carolina.

Total operating expenses. Total operating expenses during the period ended April 30, 2019 were 160,049 compared to $24,916 for the same period in 2018, which is an increase of $135,133 or 542.35%. The reason for the increase in operating expense between the two periods is the result of the increased administrative expense, professional fees and depreciation and amortization described above.

Total other income. Total other income during the nine-month period ended April 30, 2019 was $269 and consists of income from the sale of a piece of office equipment. No other income was generated during the same period in 2018.

Finance and interest fees. Finance and interest fees consist of fees related to the note payable for the purchase of Mammoth Ventures Inc. Finance and interest fees for the nine-month period ended April 30, 2019 were $14,420. No finance or interest fees were incurred during the same period in 2018.

Net loss. As a result of the cumulative effect of the factors described above, our net loss increased by $113,081 or 3,209.4%, to $113,081 for the nine-month period ended April 30, 2019 from $3,417 for the same period in 2018.

Year ended July 31, 2018 compared to July 31, 2017

The following table sets forth key components of our results of operations during the year ended July 31, 2018 and 2017.

Revenues. During the year ended July 31, 2018 we generated revenues from our legacy inkjet operations. Our revenues increased $16,642 or 49.7% from $33,518 for the year ended July 31, 2017 as compared to $50,160 for the year ended July 31, 2017. The increase in revenues is the result of increased marketing driven sales. We do not expect to generate revenues in the near term as we transition from our legacy operations to our new business model.

Cost of revenues. Our cost of revenues includes marketing and advertising expenses. Our cost of revenues increased by $13,509 or 52.3%, to $25,849 for the year ended July 31, 2018 from $12,340 for the year ended July 31, 2017. This increase was mainly due to increased outlays on marketing and advertising .

Gross margin. Our gross margin increased by $3,133 or 14.8%, to $24,311 for the year ended July 31, 2018 from $21,178 for the year ended July 31, 2017. Gross profit as a percentage of revenues (gross margin) was 48.5% and 63.2% for the year ended July 31, 2018 and 2017, respectively.

Operating expenses. Our operating expenses include sales commissions, travel expenses, taxes and similar expenses. Our operating expenses increased by $6,549, or 5.7%, to $120,449 for the year ended July 31, 2018 from $113,900 for the year ended July 31, 2017. Such increase was primarily due to increased sales commissions.

Net loss. As a result of the cumulative effect of the factors described above, our net loss increased by $3,416 or 33.7%, to $96,138 for the year ended July 31, 2018 from $92,722 for the year ended July 31, 2017.

Plan of Operation

Our primary goal for our first year of operation will be commence the operation of our North Carolina bottling facility and begin to generate revenues from the sales of our proposed products. Our plan follows below. We are highly dependent upon the success of this offering in implementing the following plan.

Phase One (Mos. 1-3)

Estimated cost: $40,000

Immediately, we plan to cause our plant to become operational during the last quarter of 2019. We expect to hire additional personnel to satisfy needs in the following areas: production, marketing and accounting staff. We will begin production of our first brand of bottled water along with launch a modest marketing campaign.

Phase Two (Mos. 4-6)

Estimated cost: $120,000

Following successful phase one, we will begin production and launch of the company’s first bottled water brand. The company will additionally seek opportunities to produce customer white labeled bottled water for third party customers.

Phase Three (Mos. 7-9)

Estimated cost: $200,000

Following successful phases one and two, we will begin to roll out our nutritionally enhanced beverage line of drinks. With proper funding, the company desires to roll out the nutritional beverage line with a regionally focused marketing and advertising campaign in an effort to best focus and grow brand awareness.

Phase Four (Mos. 10-12)

Estimated cost: $200,000

We hope to begin expanding our market penetration and distribution for both bottled water and nutritionally enhanced beverages in this quarter and will concentrate our efforts on promoting the company’s product lines in the markets we currently provide distribution.

Liquidity and Capital Resources

We are highly dependent on the success of this offering to meet our ongoing working capital needs and to fully execute our business plan. The maximum aggregate amount of this offering will be required to fully implement our business plan. Historically, we have been funded through the sale of our equity and debt securities, including convertible debt. In the event our proposed offering is not successful, we will need to seek to raise capital through alternative sources, such as a private placement of our equity or debt securities. However, we have not identified any potential source of alternative financing. There can be no guarantees that any such financing would become available to us. If we cannot raise additional proceeds via a private placement of our equity or debt securities, or secure a loan, we would be required to cease business operations. As a result, investors would lose all of their investment.

Nine-month period ended April 30, 2019 compared to April 30, 2018

Our cash, total current assets, total assets, total current liabilities and total liabilities as of April 30, 2019 and 2018 were as follows:

Our total current assets decreased by $462,160 when comparing the current assets as of April 30, 2019 to current assets of April 30, 2018 due to the divesture of the legacy business and the elimination of Accounts Receivables and Inventory. Our total current liabilities at April 30, 2019 decreased with the elimination of approximately $75,000 of accounts payable attributable to the legacy business. Our total liabilities decreased in the period of April 30, 2019 when compared to the same period in 2018, for the same reason.

Year ended July 31, 2018 compared to July 31, 2017

Our cash, total current assets, total assets, total current liabilities and total liabilities as of July 31, 2018 and July 31, 2017 were as follows:

Our total current assets decreased by $74,141 when comparing the current assets as of July 31, 2017 to current assets of July 31, 2018, due to decreased inventory on hand. Our total current liabilities at July 31, 2018 increased $430,466 as the result of an increase in accounts payable.

Capital Expenditures and Other Obligations

In conjunction with the purchase of Mammoth’s assets, we entered into a long term financing agreement with Mammoth’s prior owner, BNL Capital, LLC. This financing facilitated the purchase of the Marion, NC bottling facility, among other assets. We believe the servicing of this debt will be satisfied through future operations. See “Description of Business – Terms of Acquisition of Our Bottling Facility” for a description of the terms of our acquisition of the facility.

See “Securities Being Offered – Convertible Notes” for a description of the terms of our outstanding convertible notes.

Off-Balance Sheet Arrangements

As of April 30, 2019, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting

estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the accounting policies described in Note 1 to our financial statements – Significant Accounting Policies – describe our critical accounting policies and estimates.

Karen Howard, Chief Executive Officer

Karen Howard has served as our Chief Executive Officer and our sole director since January, 2019. Ms. Howard has spent more than 30 years working with Congress, state legislatures and healthcare providers and dietary supplement companies to develop innovative healthcare policy, program and compliance initiatives. She has held a variety of executive positions, including serving as the first CEO of the Organic & Natural Health Association (O&N), a trade association representing the entire supply chain of the dietary supplement industry, including retailers and consumer organizations. Prior to joining O&N, she served as president of the National Animal Supplement Council (NASC), where she managed the NASC Quality Seal Program, a voluntary compliance program for manufactures and distributors of pet supplements requiring adherence to the association’s GMPs, participation in a national adverse event reporting system, and a bi-annual audit. Prior to that, Ms. Howard served as executive director for both the American Association of Naturopathic Physicians (AANP) and the Association of Accredited Naturopathic Medical Schools. During her nearly 10-year tenure at AANP, she built a sustainable infrastructure, significantly improved financial performance, established a strong federal presence, and supported multiple state association advocacy efforts for licensure. Ms. Howard was professional staff for a Congressional committee, and has policy expertise in the diverse areas of integrative and complementary medicine, managed care, healthcare technology and mental health.

Kenneth Porter, Plant Manager

Mr. Porter has 36 years of experience in high speed food and beverage production, managing multiple plants, the maintenance, equipment & processes.  Mr. Porter has worked as a manager for Pepsi Bottling Group, Universal Food & Beverage, Summit Beverage Group and prior to joining Greene Concepts, Ice River Springs, a bottling company with an annual volume of 25 million cases and 125 employees.  

His career began in 1983 working as Production Manager for Coca-Cola Bottling Co Consolidated.  In 1994 he was promoted to Plant Manager for a facility with an annual volume of 20 MM cases, and managed 105 hourly employees and 12 managers. 

Mr. Porter’s skills include PM systems, PLCs, Predictive maintenance, inferred & vibration analysis, Strong people/ coaching skills, Strong problem solving skills, P&L and budgets, Costing of products, Cost analysis, Capital Appropriations, Managed multi-million dollar projects, Removed and installed complete bottling lines, Personally installed over 20 pieces of major bottling, blow molding and support equipment, Master sanitation programs, Warehouse management, inventory control & Union Plants.  He has training/certification in Computers, T.Q.M, S.P.C, T.P.M, Team Building, Self-directed work teams, M.R.P, E.R.P, OSHA & GMP regulations, USDA, FDA, HACCP, SQF, NSF, Six Sigma Black Belt and lean manufacturing champion, Safety Committees and Pepsi CQV process.

Directors are elected until their successors are duly elected and qualified.

Family Relationships

There are no family relationships between any director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee.

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past five years:

• been convicted in a criminal proceeding (excluding traffic violations and other minor offences); or
• had any petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.

Ms. Howard’s sole compensation for the fiscal year ended July 31, 2019 was $12,000 in cash compensation. Ms. Howard received this compensation pursuant to a contract services agreement, dated January 18, 2019, between our company and Ms. Howard Pursuant to the terms of the contract, Ms. Howard is retained as President and Chief Executive Officer of our company. Her compensation is set at $1,000 per month. Upon entering into the contract, she also received additional compensation in the form of thirty thousand (30,000) shares of Series A Preferred Stock of our company. The term of the contract is one year and the contract may be renewed on a year-to-year basis. We may terminate the contract upon the permanent disability of Ms. Howard, or if our operations are discontinued.

Other Consulting Agreements

In addition to our consulting agreement with Ms. Howard, we have entered into the following consulting agreements that we believe are material to our business.

Dr. Susan Hewlings

On February 5, 2019, we entered into a contract services agreement with Dr. Susan Hewlings. Pursuant to the terms of the contract, Dr. Hewlings is retained as the Director of Scientific Formulations. Her annual compensation is fifteen thousand five hundred (15,500) shares of our Series A Preferred Stock, issuable within 30 days of signing the agreement. The duration of the contract is one year and may be renewed on a year-to-year basis. We may terminate the agreement upon Dr. Hewlings’ permanent disability, or if our operations are discontinued.

Dr. Douglas Kalman

On February 5, 2019, we entered into a contract services agreement with Dr. Douglas Kalman. Pursuant to the terms of the contract, Dr. Kalman is retained as Scientific Director of our company. His annual compensation is twenty-two thousand five hundred (22,500) shares of Series A Preferred Stock of our company, issuable within 30 days of signing the agreement. The duration of the contract is one year and may be renewed on a year-to-year basis. We may terminate the agreement upon Dr. Kalman’s permanent disability, or if our operations are discontinued.

Dr. Lane R. Phillips

On April 10, 2019, we entered into a contract services agreement with Dr. Lane R. Phillips. Pursuant to the terms of the contract, Dr. Phillips is retained as Medical Director of our company. His annual compensation is ten thousand (10,000) shares of Series A Preferred Stock of our company, issuable within 30 days of signing the agreement. As of the date of this Offering Statement, no compensation has been issued to Dr. Phillips. The duration of the contract is one year and may be renewed on a year-to-year basis. We may terminate the agreement upon Dr. Phillips’ permanent disability, or if our operations are discontinued.

Dr. William Rowe

On March 30, 2019, we entered into a contract services agreement with Dr. William Rowe. Pursuant to the terms of the contract, Dr. Rowe is retained as the Advisory Board Director of our company. His annual compensation is thirty five thousand (35,000) shares of Series A Preferred Stock of our company, issuable within 30 days of signing the agreement. The duration of the contract is one year and may be renewed on a year-to-year basis. We may terminate the agreement upon Dr. Rowe’s permanent disability, or if our operations are discontinued.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding beneficial ownership of our voting stock as of September 15, 2019 (i) by each of our officers and directors who beneficially own more than 10% of our voting stock; (ii) by all of our officers and directors as a group; and (iii) by each person who is known by us to beneficially own more than 10% of each class of our voting stock. Unless otherwise specified, the address of each of the persons set forth below is in care of the company at 13195 U.S. Highway 221 N, Marion, North Carolina, 28752.

*Less than 1%.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Since the beginning of our 2016 fiscal year, we have not entered into any transactions with any related persons in which the amount involved exceeded the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years.

SECURITIES BEING OFFERED

This offering relates to the sale of up to 2,000,000,000 shares of Common Stock of the company.

Our authorized capital stock consists of 3,000,000,000 shares of Common Stock, $0.0001 par value per share, and 20,000,000 shares of Preferred Class A Stock, par value $0.0001. As of the date of this offering circular, there are 723,112,467 shares of our Common Stock and 12,085,500 shares of our Preferred Class A Stock issued and outstanding.

The following is a summary of the rights of our capital stock as provided in our certificate of incorporation and bylaws. For more detailed information, please see our certificate of incorporation and bylaws, which have been filed as exhibits to the offering statement of which this offering circular is a part.

Common Stock

As of the date of this offering circular, there were 723,112,467 shares of Common Stock issued and outstanding.

Voting Rights. The holders of the Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Under our certificate of incorporation and bylaws, any corporate action to be taken by vote of stockholders other than for election of directors shall be authorized by the affirmative vote of the majority of votes cast. Directors are elected by a plurality of votes. Stockholders do not have cumulative voting rights.

Dividend Rights. Subject to preferences that may be applicable to any then-outstanding holders of our preferred stock, holders of our Common Stock are entitled to receive ratably dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of Preferred Stock.

Other Rights. Holders of Common Stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock.

Preferred Class A Stock

As of the date hereof, there were 12,085,500 shares of Preferred Class A Stock outstanding.

Voting Rights. Holders of shares of Preferred Class A Stock vote together with the holders of Common Stock. Each share of Preferred Class A Stock is entitled to one thousand (1,000) votes per share on all matters. Except as provided by law, the holders of shares of Preferred Class A Stock vote together with the holders of shares of Common Stock as a single class.

In addition, so long as any shares of Preferred Class A Stock remains outstanding, in addition to any other vote or consent of stockholders required by our certificate of incorporation, the company will not, without the affirmative vote or consent of the holders of a majority of the outstanding shares of Preferred Class A Stock: (i) effect a sale of all or substantially all of the company’s assets or which results in the holders of the company’s capital stock owning less than fifty percent (50%) of the voting power of the company, (ii) alter or change the rights, preference, or privileges of the Preferred Class A Stock, (iii) authorize the issuance of securities having preference over or on par with the Series A Preferred Stock, or (v) effectuate a forward or reverse stock split or dividend of the company’s Common Stock. 

Dividend Rights. We are not required to pay dividends at any specific rate on the Preferred Class A Stock; provided, however, that if any dividend is paid on the outstanding Common Stock, the Preferred Class A Stock would participate in such dividend on a pari passu basis with the holders of Common Stock on an as converted to Common Stock basis.

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the company or any Deemed Liquidation Event (as defined in our certificate of incorporation), before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, the holders of shares of Preferred Class A Stock then outstanding shall be entitled to be paid out of the funds and assets available for distribution to its stockholders, an amount per share equal to the amount that would be paid to one hundred (100) shares of Common Stock (subject to adjustment), plus any dividends declared but unpaid thereon.

Conversion Rights. Each share of Preferred Class A Stock is convertible at any time at the option of the holder into one hundred (100) shares of Common Stock for each share of Preferred Class A Stock, subject to adjustment in the event of any stock splits, stock combinations, recapitalizations and similar transactions. In addition, upon either (a) the closing of the sale of shares of Common Stock to the public in a public offering pursuant to an effective registration statement under the Securities Act or a qualified offering statement under Regulation A of the Securities Act, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders at the time of such vote or consent, voting as a single class on an as-converted basis, (i) all outstanding shares of Preferred Class A Stock shall automatically be converted into shares of Common Stock, at the foregoing conversion ratio. Accordingly, upon the closing of this offering, each outstanding share of Preferred Class A Stock will automatically convert into one share of our Common Stock.

Other Rights. Holders of Preferred Class A Stock have no preemptive or subscription rights and there are no redemption or sinking fund provisions applicable to our Preferred Class A Stock.

* The company’s July 16, 2014 note issued to Nuemark Group LLC matured on July 16, 2015. Accordingly, this note is in default and the holder of the note could bring an action against the company for its failure to pay the note when due.

However, we have obtained the non-binding verbal agreement of the noteholder to forbear against bringing any such action against us for a period expiring at the earliest on April 30, 2020. In addition, several convertible notes held by Bradley Wilson come due over the next few months. Mr. Wilson has similarly agreed (non-binding verbal agreement) to forbear against bringing any action against us for a period expiring at the earliest on April 30, 2020. No assurance can be given that either holder of our notes will forbear until April 30, 2020. Each such holder has the right to bring an action against us immediately and may be able to bring an action in bankruptcy court against us. Any such legal action would have a material adverse effect on our financial condition, operations, and future prospects. below for further details.

Nuemark Group LLC Promissory Notes

As of July 31, 2019, we have issued an aggregate of $70,000 in principal amount of convertible promissory notes in favor Nuemark Group LLC. The aggregate outstanding unpaid principal and interest due under the notes is $ 66,691.50. The notes were issued in July 2014 and February 2019. Pursuant to their general terms, the notes mature on the one year anniversary of issuance. The interest on the unpaid principal balance is 8% per annum. Any outstanding unpaid principal balance following the maturity date will bear interest at a rate of 16% per annum. Nuemark Group LLC has the right to convert all or part of the outstanding and unpaid principal amounts under the notes into shares of Common Stock of the company at a conversion price of $0.00005 per share. The right to conversion is, however, limited such that Nuemark Group LLC and its affiliates may own no more than 9.99% of the outstanding shares of Common Stock of the company.

Bradley Wilson Promissory Notes

As of July 31, 2019, we have issued an aggregate of $75,473.00 in principal amount of convertible promissory notes in favor of Bradley Wilson. The aggregate outstanding unpaid principal and interest due under the notes is $78,303.50. The notes were issued from October through December 2018. Pursuant to their general terms, the notes mature on the one year anniversary of issuance. The interest on the unpaid principal balance is 8% per annum. Any outstanding unpaid principal balance following the maturity date will bear interest at a rate of 16% per annum. Bradley Wilson has the right to convert all or part of the outstanding and unpaid principal amounts under the notes into shares of Common Stock of the company at a conversion price of $0.00005 per share. The right to conversion is, however, limited such that Bradley Wilson and his affiliates may own no more than 9.99% of the outstanding shares of Common Stock of the company.

CDN Associates Promissory Notes

As of July 31, 2019, we have issued an aggregate of $15,000 in principal amount of convertible promissory notes in favor of CDN Associates (Shaun Diedrich). The aggregate outstanding unpaid principal and interest due under the notes is $15,407.67. The notes were issued in December 2018 and January 2019. Pursuant to their general terms, the notes mature on the one year anniversary of issuance. The interest on the unpaid principal balance is 8% per annum. Any outstanding unpaid principal balance following the maturity date will bear interest at a rate of 16% per annum. CDN Associates (Shaun Diedrich) has the right to convert all or part of the outstanding and unpaid principal amounts under the notes into shares of Common Stock of the company at a conversion price of $0.00005 per share. The right to conversion is, however, limited such that CDN Associates and its affiliates may own no more than 9.99% of the outstanding shares of Common Stock of the company.

Bergamo Consulting LLC Promissory Notes

As of July 31, 2019, we have issued an aggregate of $271,700 in principal amount of convertible redeemable promissory notes in favor of Bergamo Consulting LLC. The aggregate outstanding unpaid principal and interest due under the notes is $265,716. The notes were issued between March and August 2019. Pursuant to their general terms, the notes mature on the one year anniversary of issuance. The interest on the unpaid principal balance is 12% per annum. Bergamo Consulting LLC has the right to convert all or part of the outstanding and unpaid principal amounts under the notes into shares of Common Stock of the company at a discounted conversion price of 50% of the lowest trading price on the OTC Pink Market in the prior thirty (30) trading days. The right to conversion, is however, limited such that Bergamo Consulting LLC and its affiliates may own no more than 9.99% of a class of voting securities of the company while such note is outstanding.

Agreement to Issue Shares

We have agreed to issue to our outside corporate and securities counsel, Bevilacqua PLLC, 1,449,275 shares of our Common Stock on October 31, 2019 in consideration for such firm’s agreement to allow us to defer payment of a portion of the fees owed to it so long as such firm has not terminated its agreement to provide services to us as of such date.

Transfer Agent and Registrar

The company has engaged Pacific Stock Transfer Company, Inc. as its transfer agent and registrar. Pacific Stock’s address is 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119 and its telephone number is (800) 785-7782.

Shares Eligible for Future Sale

After giving effect to the completion of this offering, assuming we sell the maximum, we will have 276,887,533 shares of Common Stock outstanding. The 2,000,000,000 shares of Common Stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for us by Bevilacqua PLLC.

INTERESTS OF NAMED EXPERTS AND COUNSEL

We have agreed to issue to our legal counsel, Bevilacqua PLLC, 1,449,275 shares of our Common Stock on October 31, 2019 so long as such firm has not terminated its agreement to provide services to us as of such date in consideration for such firm’s agreement to defer a portion of its fees.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the Common Stock offered by this offering circular. This offering circular does not contain all of the information included in the offering statement, portions of which are omitted as permitted by the rules and regulations of the SEC. For further information pertaining to us and the Common Stock to be sold in this offering, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference. Upon the closing of this offering, we will be subject to the informational requirements of Tier 1 of Regulation A and will be required to file annual reports, semi-annual reports, current reports and other information with the SEC. We anticipate making these documents publicly available, free of charge, on our website as soon as reasonably practicable after filing such documents with the SEC.

You can read the offering statement and our future filings with the SEC over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

FINANCIAL STATEMENTS

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

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