PART II AND III 2 reborn_1a.htm PART II AND III reborn_1a
 
PART II AND III PRELIMINARY OFFERING CIRCULAR
 
Preliminary Offering Circular dated ___ __, 2021
 
An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained. 
 
Reborn Coffee Inc.
5800 N Berry Street. Brea, CA 92821
$50,000,000
1,000,000,000 SHARES OF CLASS A COMMON STOCK
$0.05 PER SHARE
 
 
This is the public offering of securities of Reborn Coffee Inc. a Florida corporation (“the Company,” “RB” “Reborn,” “our,” “us.”). The company is offering 800,000,000 common stock, par value $0.0001 ("Common Stock"), at an offering price of $0.05 per share. The selling shareholders including certain employees and members of our management, offering additional 200,000,000 of our common stock, par value $0.0001 ("Common Stock"), at an offering price of $0.05 per share (jointly "Offered Shares"). The Company will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. Prior to this offering, there has been no public market for the common stock. This Offering will terminate in twelve months from the day the Offering is qualified, subject to extension for up to thirty (30) days as defined below or the date on which the maximum offering amount is sold (such earlier date, the "Termination Date"). The minimum purchase requirement per investor is 6,000 Shares ($300) however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.
 
These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 5 of this Offering Circular.
 
The Company is following the “Offering Circular” format of disclosure under Regulation A
 
THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
 
 
 
 
 
 
Price to public (1)(2)(4)
 
 
Underwriting discount and commissions (3)
 
 
Proceeds to issuer
 
 
Proceeds to other persons
 
Per share/unit
 $0.05 
 $0 
 $40,000,000 
 $10,000,000 
Total Minimum
 $0.05 
 $0 
 $0 
 $0 
Total Maximum
 $0.05 
 $0 
 $40,000,000 
 $10,000,000 
(1)
We are offering shares on a continuous basis. See “Distribution – Continuous Offering.
(2)
This is a “best efforts” offering. The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. The Company will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. See “How to Subscribe.”
(3)
We are offering these securities without an underwriter.
(4)
Excludes estimated total offering expenses will be approximately $17,000 assuming the maximum offering amount is sold.
 
Our Common Stock is NOT traded in any stock market. Investing in our Common Stock involves a high degree of risk. See "Risk Factors" beginning on page 5 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.
  
Our Board of Directors used its business judgment in setting a value of $0.05 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.
 
No Escrow
 
The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.
 
Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. Shares issued for services and/or other considerations will be at fair market value for those services equivalent to as if the shares issued were sold for cash. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company. 
 
Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
 
Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F). This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.
 
 
ii
 
 
This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state. 
 
No sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
 
The date of this Offering Circular is __, 2021.
 
 
 
 
 
 
iii
 
 
TABLE OF CONTENTS
 
 
 
Page
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
 
1
 
SUMMARY
 
 
2
 
SUMMARY OF THE OFFERING
 
 
3
 
SUMMARY FINANCIAL INFORMATION
 
 
  5
 
RISK FACTORS
 
 
6
 
USE OF PROCEEDS
 
 
12
 
DILUTION
 
 
15
 
PLAN OF DISTRIBUTION
 
 
17
 
PRINCIPAL AND SELLING STOCKHOLDERS
 
 
17
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
24
 
BUSINESS
 
 
27
 
DESCRIPTION OF PROPERTY
 
 
29
 
DIRECTORS, EXCUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
 
 
29
 
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
 
 
32
 
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
 
 
33
 
RECENT SALES OF UNREGISTERED SECURITIES
 
 
36
 
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
 
 
39
 
DESCRIPTION OF SECURITIES
 
 
41
 
DIVIDEND POLICY
 
 
42
 
SECURITIES OFFERED
 
 
42
 
LEGAL MATTERS
 
 
42
 
EXPERTS
 
 
42
 
WHERE YOU CAN FIND MORE INFORMATION
 
 
43
 
INDEX TO FINANCIAL STATEMENTS
 
F-1
 
PART III—EXHIBITS
 
44
 
 
  7
 
iv
 
 
We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.
 
In this Offering Circular, unless the context indicates otherwise, references to "Reborn Coffee", "we", the "Company", "our" and "us" refer to the activities of and the assets and liabilities of the business and operations of Reborn Coffee Inc. 
 
For investors outside the United States: we have not and the selling stockholders have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.
 
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
Some of the statements under "Summary", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Our Business" and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will" and "would" or the negatives of these terms or other comparable terminology.
 
You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in "Risk Factors" and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:
 
The speculative nature of the business we intend to develop;
 
Our reliance on suppliers and customers;
  
Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a "going concern;"
 
Our ability to effectively execute our business plan;
 
Our ability to manage our expansion, growth and operating expenses;
 
Our ability to finance our businesses;
 
Our ability to promote our businesses;
 
Our ability to compete and succeed in highly competitive and evolving businesses;
 
Our ability to respond and adapt to changes in technology and customer behavior; and
 
Our ability to protect our intellectual property and to develop, maintain and enhance strong brands.
 
Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.  
  
 
1
 
 
SUMMARY
 
This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the "Risk Factors" section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled "Cautionary Statement Regarding Forward-Looking Statements."
 
Company Information
 
We were incorporated on July 31, 2015 in the State of Florida under the name La Veles Inc. La Veles Inc. mostly remained inactive and on February 8, 2017, we filed an amendment to our Articles of Incorporation to change the name of the Company to Capax Inc. On May 9, 2018 we filed another amendment to our Articles of Incorporation to further change the name to Reborn Coffee Inc. to coincide with our reverse merger with Reborn Global Holdings Inc. (RBGH) based in California where our Company acquired 100% ownership to Reborn Global Holdings Inc., in exchange for the owners of RBGH being given 95% ownership of our Company (please refer to our SEC filing of Form 8-K as of May 8, 2018).
 
Our primary businesses are wholesale distribution of coffee and operating retail coffee stores to sell a variety of coffee, tea, Reborn brand name water and other beverages along with bakery and dessert products through our wholly owned subsidiary Reborn Global Holdings Inc. (collectively referred to herein as "we," "us,” “our," and the "Company" “RB” and/or "Reborn.”). We currently have 3 retail stores and working on setting up small open-fronted cubicles that are known as Kiosk shops to sell Reborn Coffee and other Reborn branded name products along with other products to the public. We plan to franchise such coffee shops in the future.
 
Our new offices are located at 580 N. Berry St.  Brea, CA. 92821. Our fiscal year end is December 31. Our Website is www.reborncoffee.com Our telephone number is 714-784-6369. our Email address is jay@reborncoffee.com . We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular. 
 
On January 11, 2021, the Company formed Reborn Coffee Franchise LLC in the State of California in order to begin franchising Reborn Coffee Kiosks and retail stores. Reborn Coffee Franchise LLC is a wholly owned subsidiary of Reborn Coffee Global Holdings, Inc., which is a wholly owned subsidiary of Reborn Coffee Inc. The Company plans to charge franchisees a non-refundable franchise fee and certain marketing fee based on gross sales.
 
Section 15(g) of the Securities Exchange Act of 1934
 
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received 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 your ability to sell your shares in the secondary market.
 
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as  bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
 
 
2
 
 
Dividends
 
The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.
 
Trading Market
 
Our Common Stock does not trade on any market.   
 
 
SUMMARY OF THE OFFERING
 
Issuer
 
Reborn Coffee Inc.
 
 
 
Securities Offered:
 
Up to 800,000,000 shares of the Company’s Class A Common Stock.
 
 
Up to 200,000,000 shares of Selling Shareholders' Class A Common Stock.
 
 
 
Offering Price:
 
$0.05 per share.
 
 
 
Offering Period:
 
For one year from the date of this prospectus, unless extended by the Company for an additional 90 days in its sole discretion.
 
 
 
Proceeds to the Company:
 
Assuming the following percentages of Common Stock sold in the offering, the Company will receive the following proceeds:
 
 
% of Common Stock Sold 
 
Gross Proceeds
 
 
25%
  10,000,000 
 
50%
  20,000,000 
 
75%
  30,000,000 
 
100%
  40,000,000 
 
 
 
There is no guarantee that the Company will receive any proceeds from this offering.  The Company estimates the expenses of this offering will be approximately $17,000, which shall be deducted from the gross proceeds received in the offering.
 
 
 
Use of Proceeds:
 
We will use the net proceeds, for which there is no guarantee of receipt, of this offering to set up major distribution warehouses with brewing and process plants and small open-fronted cubicles that are known as Kiosk shops that we plan to use to sell our brand name coffee and other certain brand name products and for working capital purposes (see “Use of Proceeds” on page 17.)
 
 
 
 
 
3
 
 
Common Stock Outstanding Prior to the Offering:
 
936,491,737 shares of Class A Common Stock and 75,330,873 shares of Class B common stock. 
 
 
 
Shares of Class B common stock have super voting rights giving each share of Class B common stock 10 votes for all matters on which the holders of Class A Common Stock vote.
 
 
 
Common Stock Outstanding After the Offering:
 
1,736,491,737 of Class A Common Stock, and 75,330,873, Class B Common Stock assuming all the shares of Common Stock offered in this prospectus are sold, which will represent approximately 49.63% of the outstanding voting stock of the Company.
 
 
 
Trading Symbol:
 
There is currently no public market for our Common Stock.  Assuming we have a successful offering, we plan to have our shares of Common Stock quoted on the OTCQB.  To be quoted on the OTCQB, a market maker must apply to make a market in our Common Stock.  We do not have any agreements or understanding with any market maker and to file an application on our behalf and there is no guarantee that a market maker will file an application on our behalf.
 
 
 
Risk Factors:
 
Investing in our Common Stock involves a high degree of risk.  Please refer to the sections “Risk Factors” and “Dilution” before making an investment in our Common Stock.
  
 
4
 
 
SUMMARY FINANCIAL INFORMATION
 
The following summary financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. 
 
 
 
For the Period from
1-Jan-20
through
December 31,
2020
 
Statement of Operations
 
 
 
 
 
 
 
Revenues
 $793,088 
Cost of Revenues
 $1,478,083 
General and Administrative Expenses
 $371,461 
Total Operating Expenses
 $1,849,544 
Other Income (loss)
 $(11,510)
Net Loss
 $1,068,766 
 
    
 
    
 
 
 
As of
December 31,
2020
 
Balance Sheet Data
 
 
 
 
 
 
 
Cash
 $128,568 
Total Assets
 $1,975,961 
Total Liabilities
 $2,728,357 
Stockholders’ Equity
 $(752,396)
  
 
5
 
 
RISK FACTORS
______
 
The following is only a brief summary of the risks involved in investing in our Company. Investment in our Securities involves risks. You should carefully consider the following risk factors in addition to other information contained in this Offering Circular. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this Offering Circular, including statements in the following risk factors, constitute "Forward-Looking Statements."
 
 
Risks Related to this Offering
 
 
We are depended upon the proceeds of this offering to provide funds to develop our business. Because this is a best effort offering there are no assurances, we will raise sufficient capital to enable us to develop our business.
 
We are dependent upon the proceeds from this offering to provide funds for the development of our business. If we sell less than all of the Shares offered hereby, we will have significantly less funds available to us to implement our business strategy, and our ability to generate any revenues may be adversely affected. While this offering seeks to raise a portion of the capital we will need, this is a best effort offering with no minimum and there are no assurances we will sell all or any portion of the Shares offered hereby. Even if we sell all of the Shares offered hereby, we cannot guarantee prospective investors that we will ever generate any significant revenues or report profitable operations, or that our revenues will not decline in future periods. We do not have any firm commitments to provide capital and we anticipate that we will have certain difficulties raising capital given the development stage of our company, and the lack of a public market for our securities. Accordingly, we cannot assure you that additional working capital as needed will be available to us upon terms acceptable to us. If we do not raise funds as needed, our ability to continue to implement our business model is in jeopardy and we may never be able to achieve profitable operations. In that event, our ability to continue as a going concern is in jeopardy and you could lose all of your investment in our company.
 
There is no public market for our shares.
 
There is no public market for the Shares, and there are no assurances a public market will ever be established. Accordingly, an investment in the Shares should be considered illiquid.
 
Our management has full discretion as to the use of proceeds from this offering
 
We presently anticipate that the net proceeds from this offering will be used the purposes set forth under “Use of Proceeds” appearing elsewhere in this Offering Circular. We reserve the right, however, to use the net proceeds from this offering for other purposes not presently contemplated which we deem to be in our best interests in order to address changed circumstances and opportunities. As a result of the foregoing, purchasers of the Shares offered hereby will be entrusting their funds to our management, upon whose judgment and discretion the investors must depend, with only limited information concerning management's specific intentions.
 
Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.
 
The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our outstanding common stock immediately after this offering. Therefore, if you purchase our common stock in this offering at the offering price of $0.05 per share, you will incur immediate dilution of in net tangible book value per share from the price you paid (please see dilution table).
 
 
6
 
 
Our management has included an arbitration clause to the subscription agreement in this offering for the terms of the subscription agreement to be governed by that arbitration clause that apply also to all claims arising or relating to state and federal securities laws and the rules and regulations promulgated thereunder which may disadvantage the subscriber when/if the subscriber wished to bring any legal claims against us.
 
In Section IV(2) of the subscription agreement for this offering, we have an arbitration clause whereby the investor agrees that only courts of competent jurisdiction in Dade County, Florida and the United States District Court for the Southern District of Florida, Miami Division shall have concurrent jurisdiction with the arbitration tribunals of the American Arbitration Association for purposes of entering temporary, preliminary and permanent injunctive relief and with regard to any action arising from the Offering or out of any breach or alleged breach of this Agreement (“Arbitration Clause”). This provision also applies to all claims arising from or relating to state and federal securities laws and the rules and regulations promulgated thereunder. Investor agrees to submit to the personal jurisdiction of such courts and any other applicable court within the State of Florida. Provided that this Arbitration Clause is enforceable as specified in this subscription agreement, then this clause may disadvantage a subscriber in ways including, but not limited to, increased costs to bring a claim, limited access to information and other imbalances of resources between the company and shareholders, and thus, this provision can discourage claims or limit shareholders’ ability to bring a claim in a judicial forum that they find favorable. Further, because this arbitration clause also applies to federal securities law claims, provided this arbitration clause is enforceable, by agreeing to the subscription agreement, investors cannot waive the company's compliance with the federal securities laws and the rules and regulations promulgated thereunder.
 
Our management has also included an exclusive forum provision apply to all claims arising or relating to state and federal securities laws and the rules and regulations promulgated thereunder to the subscription agreement in this offering for the terms of the subscription agreement to be governed by that exclusive forum provision which may disadvantage the subscriber when/if the subscriber wished to bring any legal claims against us.
 
In Section IV(1) of our subscription agreement for this offering, we have an exclusive forum provision apply to all claims arising from or relating to state and federal securities laws and the rules and regulations promulgated thereunder whereby the investor agrees that only courts of competent jurisdiction in Dade County, Florida and the United States District Court for the Southern District of Florida, Miami Division shall have concurrent jurisdiction with the arbitration tribunals of the American Arbitration Association for purposes of entering temporary, preliminary and permanent injunctive relief and with regard to any action arising from the Offering or out of any breach or alleged breach of this agreement. Investor agrees to submit to the personal jurisdiction of such courts and any other applicable court within the State of Florida. Provided that this exclusive forum is enforceable as specified in this subscription agreement, then this clause may disadvantage a subscriber in ways including, but not limited to, increased costs to bring a claim, limited access to information and other imbalances of resources between the company and shareholders, and thus, this provision can discourage claims or limit shareholders’ ability to bring a claim in a judicial forum that they find favorable. Further, because the arbitration clause and exclusive forum apply to federal securities law claims by agreeing to the subscription agreement, investors cannot waive the company's compliance with the federal securities laws and the rules and regulations promulgated thereunder.
 
 
Risks Related to Our Business
 
 
Our company is a relatively newly started business and may contain the ordinary risks all new businesses have to go through in the early years.
 
We were formed in November 2014 and focusing on wholesale coffee and began our first two retails stores in later 2017. We began a third retail location in 2019. Our business prospects are difficult to predict because of the early stage of development, our unproven business strategy and our capital needs. Like most newly begun companies, we have incurred losses since we began. As a development stage company, we face numerous risks and uncertainties in implementing our business plan and there are no assurances that we will be successful. 
 
 
7
 
 
The success of our business model is depended upon our ability to identify locations that will generate enough traffic for the events that we will organize.
 
We currently have 3 retail locations. Our business plan is to set up small open-fronted cubicles that are known as Kiosk shops to sell Reborn branded coffee and name products to the public in various locations and unless we find the right locations, we may have a hard time getting enough traffic to our locations. Currently we plan to operate most of the shops on our own but eventually we plan to franchise our operations for franchisees to finance the growth of our business. We may find that finding franchisees to sell our concept not easy, thus requiring us to find more capital.
 
We may need additional financing which we may not be able to obtain on acceptable terms. Additional capital raising efforts in future periods may be dilutive to our then current shareholders or result in increased interest expenses in future periods.
 
It may require us to raise additional working capital to continue to implement our business model. Our future capital requirements, however, depend on a number of factors, including our operations, the financial condition of an acquisition target and its needs for capital, our ability to grow revenues from other sources, our ability to manage the growth of our business and our ability to control our expenses. If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of the Shares. We cannot assure that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all. If we do not raise funds as needed, we will be unable to fully implement our business model, fund our ongoing operations or grow our company.
 
We may acquire certain synergistic businesses already in operation in exchange for stock of our company and such acquisition efforts in future periods may be dilutive to our then current shareholders.
 
Our business model may result in the issuance of our securities to consummate certain acquisitions in the future. As a result, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. As we will generally not be required to obtain the consent of our shareholders before entering into acquisition transactions, shareholders are dependent upon the judgment of our management in determining the number of, and characteristics of stock issued as consideration in an acquisition.
 
We are dependent on certain key personnel and the loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.
 
Our success is, to a certain extent, attributable to the management, sales and marketing, and operational expertise of key personnel who will perform key functions in the operation of our business. The loss of one or more of these key employees could have a material adverse effect upon our business, financial condition, and the results of operations could be adversely impacted.
 
We face increasing competition from other established companies, small enterprises, and other organizations that have far greater resources and brand awareness than we have.
 
 
A significant number of established businesses, including major franchises and their affiliates, and other organizations have entered or are planning to enter the retail and wholesale coffee business. Many of these current and potential competitors have substantially greater financial, marketing, research and other resources than we have.
 
 
8
 
 
A few stockholders own 75,330,873 shares of our Class B common stock with 776,824,556 in voting rights and their interests may differ from yours and those shareholders will be able to exert significant influence over our corporate decisions, including a change of control.
 
A few shareholders own 776,824,556 class A common stock and 75,330,873 Class B common stock of our Company that will amount to 90.55% votes since Class B common stock has 10 times the votes of the Shares that is being offered via this offering (See also “Capitalization”). The shares of Class B common stock have super voting rights. Even after a successful completion of this offering of 800 million Shares, these shareholders will have 61.46% of voting. As a result, they will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. These stockholders may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their stock as part of a sale of our company, and might ultimately affect the potential market price of our stock. Conversely, this concentration may facilitate a change in control at a time when you and other investors may prefer not to sell.
 
Our management has limited experience operating a public company and are subject to the risks commonly encountered by early-stage companies.
 
Although our management has experience in operating small companies, current management has not had to manage expansion while being a public company. Many investors may treat us as an early-stage company. In addition, management has not overseen a company with large growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks include:
 
risks that we may not have sufficient capital to achieve our growth strategy;
 
risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;
 
risks that our growth strategy may not be successful; and
 
risks that fluctuations in our operating results will be significant relative to our revenues.
 
These risks are described in more detail below. Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.
 
We may be unable to manage growth, which may impact our potential profitability.
 
Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:
 
Establish definitive business strategies, goals and objectives;
 
Maintain a system of management controls; and
 
Attract and retain qualified personnel, as well as develop, train, and manage management-level and other employees.
 
If we fail to manage our growth effectively, our business, financial condition, or operating results could be materially harmed, and our stock price may decline.
 
 
9
 
 
Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.
 
In the future we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.
  
We plan to become a public company soon after this offering and expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.
 
We estimate that it will cost approximately $100,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company that we hope to become soon after this offering. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital. 
  
We may not pay dividends in the future; any return on investment may be limited to the value of our common stock.
 
We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
 
The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.
 
Our Articles of Incorporation contains provisions that eliminate the liability of our directors for monetary damages to our company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and shareholders.
 
A reverse stock split may decrease the liquidity of the shares of our common stock.
 
The liquidity of the shares of our common stock may be adversely affected by a reverse stock split given the reduced number of shares that will be outstanding following a reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split.
 
We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.
 
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
 
 
10
 
 
Section 107 of the JOBS Act 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 irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.
 
We could remain 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 $1.07 billion as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
 
Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.
 
Macroeconomic pressures in the markets in which we operate, including, but not limited to, the effects of COVID-19 may adversely affect consumer spending and our financial results.
 
To varying degrees, our products are sensitive to changes in macroeconomic conditions that impact consumer spending. Real GDP growth, consumer confidence, the COVID-19 pandemic discussed in the following risk factor, inflation, employment levels, oil prices, interest rates, tax rates, housing market conditions, foreign currency exchange rate fluctuations, costs for items such as fuel and food and other macroeconomic trends can adversely affect consumer demand for the products and services that we offer. Geopolitical issues around the world and how our markets are positioned can also impact the macroeconomic conditions and could have a material adverse impact on our financial results.
 
The impact of the COVID-19 pandemic has had, and is expected to continue to have, an adverse effect on our business and our financial results.
 
The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains and created significant volatility and disruption of financial markets. The COVID-19 pandemic has had and is expected to continue to have an adverse effect on our business and financial performance. The extent of the impact of the COVID-19 pandemic, including our ability to execute our business strategies as planned, will depend on future developments, including the duration and severity of the pandemic, which are highly uncertain and cannot be predicted.
 
In response to mandates and/or recommendations from federal, state and local authorities, as well as decisions we have made to protect the health and safety of our employees and consumers with respect to the COVID-19 pandemic, we temporarily closed or reduced operations in our stores. Specifically, the Company closed all 3 stores in March 2020, with some available for curbside pickup. As a result of these closures and reductions, we have reduced the hours of a significant amount of our employees. We may face store closure requirements and other operation restrictions with respect to some or all of our physical locations for prolonged periods of time due to, among other factors, evolving and stringent public health directives, quarantine policies, social distancing measures, or other governmental restrictions, which could have a further material impact on our sales and profits.
 
Concerns have rapidly grown regarding the outbreak of COVID-19. Consumer fears about becoming ill with the virus may continue, which will adversely affect traffic to our stores. Consumer spending generally may also be negatively impacted by general macroeconomic conditions and consumer confidence, including the impacts of any recession, resulting from the COVID-19 pandemic or other economic events. This may negatively impact sales at our stores and on our websites. Any reduction in customer visits to our stores, and/or spending at our stores or on our websites, will likely result in a loss of sales and profits and other material adverse effects.
 
 
11
 
 
The COVID-19 pandemic could impact our supply chain for products we sell, particularly as a result of mandatory shutdowns in locations where our products are manufactured or held for distribution. We could also see significant disruptions of the operations of our logistics, service providers, delays in shipments and negative impacts to pricing of certain of our products.
 
In addition, we have incurred, and will continue to incur costs in our response to the pandemic that we expect will be significant in total, including, but not limited to, costs incurred to implement operational changes adopted in response to the COVID-19 pandemic and certain payments to or other costs to employees who were not working as a result of the pandemic. If we do not respond appropriately to the pandemic, or if customers do not perceive our response to be adequate for a particular region or our company as a whole, we could suffer damage to our reputation and our brand, which could adversely affect our business in the future.
 
Economic, social and political conditions or civil unrest in the U.S. and in certain international markets could adversely affect demand for the products we sell and the ability of our stores to remain open.
 
Sales of our products involve discretionary spending by consumers. Consumers are typically more likely to make discretionary purchases, including visiting stores to buy coffee, when there are favorable economic conditions. Consumer spending may be affected by many economic and other factors outside of the Company’s control. Some of these factors include consumer disposable income levels, consumer confidence in current and future economic conditions, levels of employment, consumer credit availability, consumer debt levels, inflation, political conditions and the effect of weather, natural disasters, public health crises, including the recent outbreak of COVID-19 and the related reduced consumer demand, decreased sales and widespread temporary closures. Adverse economic changes in any of the regions in which we sell our products could reduce consumer confidence. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Socio-political factors, such as civil unrest or other economic or political uncertainties that contribute to consumer unease or harm to our store base, may also result in decreased discretionary spending. These and other social, political and economic factors could adversely affect demand for our products or cause certain of our stores to close, which would negatively impact our business, results of operations and financial condition.
 
 
USE OF PROCEEDS
 
The following Table shows how we will use our proceeds from our shares being offered (after our estimated offering expenses of $17,000) the Company will receive if:
 
If 25% of the Shares offered are sold: 
  
If 50% of the Shares offered are sold:
 
If 75% of the Shared offered are sold: 
  
If 100% of the Shares offered are sold:
 
 
12
 
 
These estimates are presented for illustrative purposes only and the actual amount of proceeds received may differ. As there is no minimum offering, we cannot estimate how much in proceeds we will receive from the sale of the shares of our Common Stock offered hereby. There is no guarantee that the Company will receive any proceeds from this offering.
 
 
 
Sale of
 
 
Sale of
 
 
Sale of
 
 
Sale of
 
 
 
200,000,000
 
 
400,000,000
 
 
600,000,000
 
 
800,000,000
 
 
 
Shares
 
 
Shares
 
 
Shares
 
 
Shares
 
Use of Proceeds
 
25%
 
 
50%
 
 
75%
 
 
100%
 
Gross proceeds
 $10,000,000 
 $20,000,000 
 $30,000,000 
 $40,000,000 
Offering expenses (1)
 $17,000 
 $17,000 
 $17,000 
 $17,000 
Net proceeds
 $9,983,000 
 $19,983,000 
 $29,983,000 
 $39,983,000 
Distribution Centers (2)
 $300,000 
 $600,000 
 $900,000 
 $1,200,000 
Kiosks (2)
 $7,000,000 
 $16,000,000 
 $25,000,000 
 $35,000,000 
Marketing (2)
 $1,000,000 
 $2,000,000 
 $2,000,000 
 $3,000,000 
Working capital (3)
 $1,683,000 
 $1,383,000 
 $2,083,000 
 $783,000 
Total Funds Remaining
 $0 
 $0 
 $0 
 $0 
 
(1)
Offering expenses include legal, accounting, SEC filing fees and costs, EDGAR fees, blue sky, transfer agent fees and other direct costs associated with this offering. We expect to pay the offering costs from cash on hand and the proceeds of this offering.
 
(2)
We plan on setting up distribution centers where we can roast our coffee and package them as well as process our water and bottle them etc. These distribution centers will be located at a warehouse structure with a retail coffee shop on the front of the center to attract customers to the store. Also, we plan to expand out kiosk shops and have an aggressive marketing program to make aware our presence in the area.
 
(3)
Includes funds for general overhead and operating expenses, as well and fees and costs associated with an application to list our Common Stock on a major stock exchange.
 
 The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.
 
As indicated in the table above, if we sell only 75%, or 50%, or 25% of the shares offered for sale in this offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion, leaving us with the working capital reserve indicated.
 
The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.
 
In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.
 
 
13
 
 
Use of Working Capital and Revenue Generation
 
There is no assurance that we will be able to raise any funds from this offering as we are conducting this offering on a “best-efforts” basis.
 
25% of the Shares of Common Stock Offered
 
However, if we sell 25% of the shares of Common Stock that we are registering, we plan to set up 70 kiosk shops where we believe we can make $1,400,000 in total annual net cash flow in the first year. That added to the net working capital left as in above table after annual operating cost of $200,000 will give us a total of 2,883,000 cash balance at the end of the year. In the future years assuming we could breakeven after paying future expenses from future sales estimating the future administrative expenses to be $200,000 per year, we believe the balance of cash at the end of the first year will allow us to continue our business without any cash flow crisis for about 14 years. We arrived at this figure by dividing the cash balance at the end of the first year of $2,883,000 by $200,000.
 
50% of the Shares of Common Stock Offered
 
 However, if we sell 50% of the shares of Common Stock that we are registering, we plan to set up 160 kiosk shops where we believe we can make $3,200,000 in total annual net cash flow in the first year. That added to the net working capital left as in above table after annual operating cost of $200,000 will give us a total of 4,383,000 cash balance at the end of the year. In the future years assuming we could breakeven after paying future expenses from future sales estimating the future administrative expenses to be $200,000 per year, we believe the balance of cash at the end of the first year will allow us to continue our business without any cash flow crisis for about 22 years. We arrived at this figure by dividing the cash balance at the end of the first year of $4,383,00 by $200,000.
 
75% of the Shares of Common Stock Offered
 
However, if we sell 75% of the shares of Common Stock that we are registering, we plan to set up 250 kiosk shops where we believe we can make $5,000,000 in total annual net cash flow in the first year. That added to the net working capital left as in above table after annual operating cost of $200,000 will give us a total of 6,883,000 cash balance at the end of the year. In the future years assuming we could breakeven after paying future expenses from future sales estimating the future administrative expenses to be $200,000 per year, we believe the balance of cash at the end of the first year will allow us to continue our business without any cash flow crisis for about 34 years. We arrived at this figure by dividing the cash balance at the end of the first year of $6,883,000 by $200,000.
 
100% of the Shares of Common Stock Offered
 
However, if we sell 100% of the shares of Common Stock that we are registering, we plan to set up 350 kiosk shops where we believe we can make $7,000,000 in total annual net cash flow in the first year. That added to the net working capital left as in above table after annual operating cost of $200,000 will give us a total of 7,583,000 cash balance at the end of the year. In the future years assuming we could breakeven after paying future expenses from future sales estimating the future administrative expenses to be $200,000 per year, we believe the balance of cash at the end of the first year will allow us to continue our business without any cash flow crisis for about 38 years. We arrived at this figure by dividing the cash balance at the end of the first year of $7,583,000 by $200,000.
 
 
14
 
 
DILUTION
 
Dilution represents the difference between the offering price and the net tangible book value per share of common equity immediately after completion of this offering. Net tangible book value is the amount that results from subtracting our total liabilities and intangible assets from our total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares of Common Stock being offered. Dilution of the value of the shares of Common Stock you purchase is also a result of the lower net tangible book value of the shares held by our existing shareholders.
 
As of March 30, 2021, the net tangible book value of our shares of common equity, which includes our Common Stock and Class B common stock, was approximately $(0.0007), based upon combined outstanding shares of Common Stock and shares of Class B common stock. The following table provides information regarding:
 
the net tangible book value per share of common equity before and after this offering;
 
the amount of the increase in the net tangible book value per share of common equity attributable to the purchase of the shares of Common Stock being offered hereby; and
 
the amount of the immediate dilution from the public offering price which will be absorbed by purchasers in this offering.
 
The following table presents information assuming the sale of:
 
25% of the shares offered hereby;
 
50% of the shares offered hereby;
 
75% of the shares offered hereby;
 
100% of the shares offered hereby.
 
These four dilution scenarios below are presented for illustrative purposes only and the actual amount of dilution to purchasers in this offering may differ based upon the number of shares of Common Stock sold in this offering.
 
 
 
Sale of
200,000,000
Shares (25%)
 
 
Sale of
400,000,000
Shares (50%)
 
 
Sale of
600,000,000
Shares (75%)
 
 
Sale of
800,000,000
Shares (100%)
 
Assumed Initial Public Offering price per share
 $0.05 
 $0.05 
 $0.05 
 $0.05 
Net tangible book value per share of common equity as of March 30, 2021
 $(0.0007)
 $(0.0007)
 $(0.0007)
 $(0.0007)
Increase in net book value per share of common equity due to offering
 $0.0084 
 $0.0144 
 $0.0189 
 $0.0224 
Proforma Net tangible book value per share of common equity after offering
 $0.0076 
 $0.0136 
 $0.0181 
 $0.0217 
Dilution per share to investors purchasing shares of Common Stock in this offering.
 $0.0424 
 $0.0364 
 $0.0319 
 $0.0283 
 
 
 
15
 
 
 
The following table sets forth on a pro forma basis, at March 30, 2021, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of common stock and by the new investors, if 25%, 50%, 75% or 100% of the shares issued are sold, before deducting estimated offering expenses payable by us.
 
 
 
Shares purchased
 
 
Total Consideration
 
 
Average
Price per share
 
Sale of 200,000,000 shares (25%)
 
Number
 
 
Percent
 
 
Amount
 
 
Percent
 
 
 
 
Existing stockholders
  1,011,822,610 
  83.50%
 $-752,396 
  -8.14%
 $-0.0007 
New investors
  200,000,000 
  16.50%
 $10,000,000 
  108.14%
 $0.05 
 
    
    
    
    
    
Total
  1,211,822,610 
  100.00%
 $9,247,604 
  100.00%
 $0.0076 
Sale of 400,000,000 shares (50%)
    
    
    
    
    
Existing stockholders
  1,011,822,610 
  71.67%
 $-752,396 
  -3.91%
 $-0.0007 
New investors
  400,000,000 
  28.33%
 $20,000,000 
  103.91%
 $0.05 
 
    
    
    
    
    
Total
  1,411,822,610 
  100.00%
 $19,247,604 
  100.00%
 $0.0136 
Sale of 600,000,000 shares (75%)
    
    
    
    
    
Existing stockholders
  1,011,822,610 
  62.78%
 $-752,396 
  -2.57%
 $-0.0007 
New investors
  600,000,000 
  37.22%
 $30,000,000 
  102.57%
 $0.05 
 
    
    
    
    
    
Total
  1,611,822,610 
  100.00%
 $29,247,604 
  100.00%
 $0.0181 
Sale of 800,000,000 shares (100%)
    
    
    
    
    
Existing stockholders
  1,011,822,610 
  55.85%
 $-752,396 
  -1.92%
 $-0.0007 
New investors
  800,000,000 
  44.15%
 $40,000,000 
  101.92%
 $0.05 
 
    
    
    
    
    
Total
  1,811,822,610 
  100.00%
 $39,247,604 
  100.00%
 $0.0217 
 
 
16
 
 
PLAN OF DISTRIBUTION
 
This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.
 
PRINCIPAL AND SELLING STOCKHOLDERS
 
The following table sets forth information with respect to the beneficial ownership of our common stock, as of May 4, 2021, except as otherwise noted, by:
 
each person known by us to beneficially own more than 5% of our common stock.
 
each of our directors.
 
each of our executive officers.
 
all of our executive officers and directors as a group; and
 
each selling stockholder.
 
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. The “Percentage of Shares Beneficially Owned Prior to Offering” column is based on 1,032,218,638 shares of common stock outstanding on May 4, 2021, assuming Shares of common stock that may be acquired within 60 days after May 4, 2021 pursuant to exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of the holder of such options or warrants but are not deemed to be outstanding for computing the percentage ownership of any other person shown in the table. The “Percentage of Shares Beneficially Owned After Offering” is based on 1,632,218,638 shares of common stock to be outstanding after this offering, including the 800,000,000 shares that we are selling in this offering. Unless otherwise indicated, the address of all listed stockholders is 580 N. Berry St.  Brea, CA. 92821. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
 
 
17
 
 
 
 
Shares Beneficially Owned Prior to Offering
 
 
Number of Shares
 
 
Shares Beneficially Owned After Offering
 
Name of Beneficial owner
 
Number
 
 
Percentage
 
 
Offered
 
 
Number
 
 
Percentage
 
5% Stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NONE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All 5% Stockholders
  - 
 
 
 
  - 
  - 
 
 
 
 
    
 
 
 
    
    
 
 
 
Executive Officer and Directors
    
 
 
 
    
    
 
 
 
Farooq M Arjomand
  333,567,495 
  32.97%
  15,000,000 
  318,567,495 
  19.76%
Jay Kim
  258,620,573 
  25.56%
  16,627,596 
  241,992,977 
  15.01%
Sehan Kim
  38,227,255 
  3.78%
  15,000,000 
  23,227,255 
  1.44%
Dr. Kyung Park
  5,461,036 
  0.54%
  5,461,036 
  - 
  0.00%
Hannah Ying Ying Goh
  100,000,000 
  9.88%
  15,000,000 
  85,000,000 
  5.27%
Dennis R. Egidi
  116,279,070 
  11.49%
  15,000,000 
  101,279,070 
  6.28%
Ki Chang Kim
  23,255,813 
  2.30%
  15,000,000 
  8,255,813 
  0.51%
 
    
    
    
    
    
All executive officers and
    
    
    
    
    
directors as a group (7 persons)
  875,411,242 
    
  97,088,632 
  778,322,610 
  48.29%
 
    
    
    
    
    
Other Selling Stockholders
    
    
    
    
    
Seung woo Song
  33,500,000 
  3.31%
  15,000,000 
  18,500,000 
  1.15%
Paul Edalat
  30,000,000 
  2.96%
  15,000,000 
  15,000,000 
  0.93%
Indrajith Andrew Weeraratne
  22,275,047 
  2.20%
  22,275,047 
  - 
  0.00%
Julie Kim
  10,000,000 
  0.99%
  10,000,000 
  - 
  0.00%
Hong Ma
  5,813,954 
  0.57%
  5,813,954 
  - 
  0.00%
Dong Pham
  5,813,954 
  0.57%
  5,813,954 
  - 
  0.00%
Natalie Beyrard
  5,813,954 
  0.57%
  5,813,954 
  - 
  0.00%
Dr. Robert Blaine
  3,427,904 
  0.34%
  3,427,904 
  - 
  0.00%
Kevin Hartley
  2,000,000 
  0.20%
  2,000,000 
  - 
  0.00%
Sang Jae Lee
  2,500,000 
  0.25%
  2,500,000 
  - 
  0.00%
Myung Sik Kim
  2,000,000 
  0.20%
  2,000,000 
  - 
  0.00%
Young Chang Kim
  2,000,000 
  0.20%
  2,000,000 
  - 
  0.00%
Khanh Quoc Nguyen
  500,000 
  0.05%
  500,000 
  - 
  0.00%
Chris Higgins
  647,068 
  0.06%
  647,068 
  - 
  0.00%
Patrick Bollar
  343,588 
  0.03%
  343,588 
  - 
  0.00%
Jonas Persson
  329,946 
  0.03%
  329,946 
  - 
  0.00%
Mary Nichols
  109,491 
  0.01%
  109,491 
  - 
  0.00%
Lynnia Cohen
  55,482 
  0.01%
  55,482 
  - 
  0.00%
Richard Levine
  42,068 
  0.00%
  42,068 
  - 
  0.00%
Henrik Ohlsson
  14,255 
  0.00%
  14,255 
  - 
  0.00%
Tommy Karlsson
  14,255 
  0.00%
  14,255 
  - 
  0.00%
Sandya Arachchi
  30,742 
  0.00%
  30,742 
  - 
  0.00%
Daniel Gustafsson
  43,892 
  0.00%
  43,892 
  - 
  0.00%
Eugene Nichols
  1,505,000 
  0.15%
  1,505,000 
  - 
  0.00%
Goran Antic
  220,000 
  0.02%
  220,000 
  - 
  0.00%
 
 
18
 
 
Michael Laub
  200,000 
  0.02%
  200,000 
  - 
  0.00%
Kazuko Kusunoki
  100,200 
  0.01%
  100,200 
  - 
  0.00%
James New
  100,000 
  0.01%
  100,000 
  - 
  0.00%
Bo Engberg
  508,400 
  0.05%
  508,400 
  - 
  0.00%
John and Mary Hansen
  100,000 
  0.01%
  100,000 
  - 
  0.00%
Thomas & Jayne Avery
  784,637 
  0.08%
  784,637 
  - 
  0.00%
Ray Baum
  1,388,105 
  0.14%
  1,388,105 
  - 
  0.00%
Jerry A Lopes
  100,500 
  0.01%
  100,500 
  - 
  0.00%
Clifford Hunt
  50,000 
  0.00%
  50,000 
  - 
  0.00%
Gerry Ambrose
  50,000 
  0.00%
  50,000 
  - 
  0.00%
Michael J. Rumberger
  125,000 
  0.01%
  125,000 
  - 
  0.00%
Gerald Alaimo
  50,000 
  0.00%
  50,000 
  - 
  0.00%
Alfredo Caggiano
  58,333 
  0.01%
  58,333 
  - 
  0.00%
Anthony S. Alaimo MD
  50,000 
  0.00%
  50,000 
  - 
  0.00%
Ward Holdings, LLC
  50,000 
  0.00%
  50,000 
  - 
  0.00%
Robert A. Urciuoli
  50,000 
  0.00%
  50,000 
  - 
  0.00%
Brian Blachly
  50,000 
  0.00%
  50,000 
  - 
  0.00%
Anthony Seepaul
  50,000 
  0.00%
  50,000 
  - 
  0.00%
Donald Sutro
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Ross Beal
  15,000 
  0.00%
  15,000 
  - 
  0.00%
Windy & Mario Citro
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Bradley J Daugherty
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Frank Toth
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Nancy P Redlich-Laub
  5,000 
  0.00%
  5,000 
  - 
  0.00%
David Laub
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Richard Busch
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Norma Ponce de Leon
  355,000 
  0.04%
  355,000 
  - 
  0.00%
Robert S Sanchez
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Arlene A Sanchez
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Charles Stevens V. Villanueva
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Grace Abueg Villanueva
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Dale Mark Patterson
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Jocelyn Patterson
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Dale Mark Patterson Jr.
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Glenn J. Laub
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Gloria M. Laub
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Derric J. Laub
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Hayden C. Laub
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Scott M. Daugherty
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Andreas Engberg
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Robert Engberg
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Stacy E Alaimo
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Gerald Alaimo Jr
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Khavan Perera
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Aaron Cesar Lopes
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Ashley Margaret Lopes
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Lolita E Lopes
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Gabriel Lopes
  5,000 
  0.00%
  5,000 
  - 
  0.00%
 
 
19
 
 
Wenxiu Li
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Emmanuel Coronel
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Carolyne S New
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Maria Giannobile
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Fernando Madueno
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Jacquelyn Danchak
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Erik Hansen
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Roger Persson
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Andrew K. Asprodites
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Gerald Cunningham
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Chris Cibelli
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Mary Clarke
  55,000 
  0.01%
  55,000 
  - 
  0.00%
Charlotte Brown
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Marc Denis
  2,000 
  0.00%
  2,000 
  - 
  0.00%
Tonia and Simon Epstein
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Vivien Flitton
  155,000 
  0.02%
  155,000 
  - 
  0.00%
Allan Friedman
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Romee Friedman Herbert
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Bill Harrity
  55,000 
  0.01%
  55,000 
  - 
  0.00%
Melissa Hellman
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Michele Martin
  45,000 
  0.00%
  45,000 
  - 
  0.00%
Deborah Mcguirt
  291,038 
  0.03%
  291,038 
  - 
  0.00%
Norm Newell
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Daniel Nichols
  102,523 
  0.01%
  102,523 
  - 
  0.00%
Edward Chimera Nichols
  98,018 
  0.01%
  98,018 
  - 
  0.00%
Rebecca Lee Pohl
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Pamela Reed
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Don Rodgers
  93,514 
  0.01%
  93,514 
  - 
  0.00%
Lise Romanoff
  305,000 
  0.03%
  305,000 
  - 
  0.00%
Charles Samos
  45,000 
  0.00%
  45,000 
  - 
  0.00%
Joanna Stevens
  25,000 
  0.00%
  25,000 
  - 
  0.00%
Stephen Schubert
  20,000 
  0.00%
  20,000 
  - 
  0.00%
Susan Smiley
  35,000 
  0.00%
  35,000 
  - 
  0.00%
Helen Thompson
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Chris Toussaint
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Alex Walter
  55,000 
  0.01%
  55,000 
  - 
  0.00%
Dan Wells
  155,000 
  0.02%
  155,000 
  - 
  0.00%
Paula Lane
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Robert and Diane Sykes
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Jerry O'Brien
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Etta Mae Scherr
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Jan Kaplan
  45,000 
  0.00%
  45,000 
  - 
  0.00%
Toshiko Komatsu
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Frank Battaglia
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Cecile Sano
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Karen Alaimo
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Edward Papier
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Leif Olsson
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Breanna Bollar
  5,000 
  0.00%
  5,000 
  - 
  0.00%
 
 
20
 
 
Ryan Bollar
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Roger Persson
  300,000 
  0.03%
  300,000 
  - 
  0.00%
Christopher Kuruppu
  150,000 
  0.01%
  150,000 
  - 
  0.00%
Terrance Kuruppu
  155,000 
  0.02%
  155,000 
  - 
  0.00%
Nabil Barakat
  600,000 
  0.06%
  600,000 
  - 
  0.00%
Dorene Lee
  1,000 
  0.00%
  1,000 
  - 
  0.00%
Lai Suk-Kuen
  500 
  0.00%
  500 
  - 
  0.00%
Lolita Szeto
  500 
  0.00%
  500 
  - 
  0.00%
Grace NG
  1,000 
  0.00%
  1,000 
  - 
  0.00%
Sydney M. Lee
  1,000 
  0.00%
  1,000 
  - 
  0.00%
KardKanog Bailess
  1,000 
  0.00%
  1,000 
  - 
  0.00%
Jessica Ennis
  2,000 
  0.00%
  2,000 
  - 
  0.00%
Mark T. Avery
  2,000 
  0.00%
  2,000 
  - 
  0.00%
Henrik Westbeck
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Mats Kramsjo
  2,000 
  0.00%
  2,000 
  - 
  0.00%
Patrik Beksedic
  1,000 
  0.00%
  1,000 
  - 
  0.00%
Sandra Elkind
  5,000 
  0.00%
  5,000 
  - 
  0.00%
Fabio Batista
  500 
  0.00%
  500 
  - 
  0.00%
Theodore Nottage
  2,000 
  0.00%
  2,000 
  - 
  0.00%
Diane and Robert Sykes
  1,400 
  0.00%
  1,400 
  - 
  0.00%
Dennis and Georgette Plummer
  10,000 
  0.00%
  10,000 
  - 
  0.00%
Colleen Elizabeth Brown
  2,000 
  0.00%
  2,000 
  - 
  0.00%
John Avery
  2,000 
  0.00%
  2,000 
  - 
  0.00%
Chris Cibelli
  1,000 
  0.00%
  1,000 
  - 
  0.00%
Cleophas Bevans
  100 
  0.00%
  100 
  - 
  0.00%
Andreas Engberg
  1,000 
  0.00%
  1,000 
  - 
  0.00%
Robert Engberg
  1,000 
  0.00%
  1,000 
  - 
  0.00%
Mary Bennett
  100 
  0.00%
  100 
  - 
  0.00%
Katherine M Rau
  100 
  0.00%
  100 
  - 
  0.00%
Robert H. Evans
  100 
  0.00%
  100 
  - 
  0.00%
Frank S. Toth
  100 
  0.00%
  100 
  - 
  0.00%
Innovative Action, Inc.
  100 
  0.00%
  100 
  - 
  0.00%
 
    
    
  - 
  - 
    
Total Other Selling Shareholders
  136,411,368 
    
  102,911,368 
  33,500,000 
  2.08%
 
    
    
    
    
    
TOTAL SELLING SHAREHOLDERS
  1,011,822,610 
    
  200,000,000 
  811,822,610 
  50.37%
 
    
    
    
    
    
Shared offered in this offering
    
    
    
  800,000,000 
  49.63%
 
    
    
    
    
    
SHARES AFTER THE OFFERING
  - 
  - 
  - 
  1,611,822,610 
  100.00%
 
 
21
 
 
Pricing of the Offering
 
Prior to the Offering, there has been no public market for the Offered Shares. The initial public offering price was determined by the management. The principal factors considered in determining the initial public offering price include:
 
the information set forth in this Offering Circular and otherwise available;
 
the history of our management and consultants and the history of and prospects for the industry in which we compete;
 
our projected financial performance;
 
our prospects for future earnings and the present state of our development;
 
the general condition of the securities markets at the time of this Offering;
 
the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and
 
other factors deemed relevant by us.
 
Investment Limitations
 
Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth (please see below on how to calculate your net worth). Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
 
Under Regulation A Offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an "accredited investor" as defined under Rule 501 of Regulation D under the Securities Act (an "Accredited Investor"). If you meet one of the following tests you should qualify as an Accredited Investor:
 
(i)
You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;
 
(ii)
You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Offered Shares (please see below on how to calculate your net worth);
  
(iii)
You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;
 
(iv)
You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Offered Shares, with total assets in excess of $5,000,000;
 
(v)
You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;
 
 
 
22
 
 
(vi)
You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;
 
(vii)
You are a trust with total assets in excess of $5,000,000, your purchase of Offered Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Offered Shares; or
 
(viii)
You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.
 
Offering Period and Expiration Date
 
This Offering will start on or after the Qualification Date and will terminate on the Termination Date.
 
Procedures for Subscribing
 
When you decide to subscribe for Offered Shares in this Offering, you should:
 
1.
Electronically receive, review, execute and deliver to us a subscription agreement; and
 
2.
Deliver funds directly by wire or electronic funds transfer via ACH to the specified account maintained by us.
 
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 agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.
 
Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to the escrow account, 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 at closing. Once you submit the subscription agreement and it is accepted, 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). 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).
  
NOTE: 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 Offered Shares.
 
In order to purchase offered Shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company's 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.
 
No Escrow
 
The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.
  
 
23