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We are offering for sale up to a maximum of 1,000,000 Shares ($300,000) of our Series A Preferred Stock (the “Shares”) at an offering price of $0.30 per Share (the “Offering”). The Shares will be sold in Units, with each Unit consisting of 100,000 shares ($30,000). The minimum number of Units that must be purchased by an investor is 1 Unit for $30,000 (“Unit”). However, management reserves the right, in its sole discretion, to admit an investor who subscribes for less than the minimum amount. The net proceeds of this Offering will be used primarily for growth and working capital. However, our management has retained discretion to use the proceeds of the Offering for other purposes. The Offering is being made pursuant to an exemption from registration under Rule 506(c) of Regulation D of Section 402(a)(2) of the Securities Act. The Offering is open to accredited investors only.

Under Rule 506(c), issuers may offer securities through means of general solicitation, provided that:

• all purchasers in the offering are accredited investors,

• the issuer takes reasonable steps to verify their accredited investor status, and

• certain other conditions in Regulation D are satisfied.

This Offering is limited to accredited investors only

An “accredited investor” is:

• a bank, insurance company, registered investment company, business development company, or small business investment company;

• an employee benefit plan (within the meaning of the Employee Retirement Income Security Act) if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

• a tax exempt charitable organization, corporation or partnership with assets in excess of $5 million;

• a director, executive officer, or general partner of the company selling the securities;

• an enterprise in which all the equity owners are accredited investors;

• an individual with a net worth of at least $1 million, not including the value of his or her primary residence;

• an individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or

• a trust with assets of at least $5 million, not formed only to acquire the securities offered, and whose purchases are directed by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment.

Request Offering Memorandum

Capital Raise: $300,000 Price/Share: $30.000
Shares Offered: 10 Structure: Series A Preferred Stock