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1、2025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm1/67 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ozop

2、Energy Solutions,Inc.(Exact name of registrant as specified in its charter)Nevada 3841 35-2540672(State ofIncorporation)(Primary Standard IndustrialClassification Number)(IRS EmployerIdentification Number)55 Ronald Reagan Blvd.Warwick,NY 10990(877)785-(Address,including zip code,and telephone number

3、,including area code,of registrants principal executive offices)Please send copies of all communications to:BRUNSON CHANDLER&JONES,PLLC175 South Main Street,Suite 1410Salt Lake City,Utah 84111801-303-(Address,including zip code,and telephone,including area code)Approximate date of proposed sale to t

4、he public:From time to time after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check thefollowing box.If this Form is filed to register

5、 additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursua

6、nt to rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the

7、following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See defi

8、nitions of“largeaccelerated filer,”“accelerated filer”and“smaller reporting company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company(do not check if a smaller reporting company)Emerging Growth Company We hereby am

9、end this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall,thereafter,become effective in accordance with Section 8(a)of the Securities Act o

10、f 1933,or until the registrationstatement shall become effective on such date as the Commission,acting pursuant to Section 8(a)may determine.2025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm2/

11、67 PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL _ 2025.The information in this prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with the Securities andExchange Commission is effective.This preliminary prospectus is not

12、an offer to sell these securities and is not soliciting an offer to buy these securities in any state wherethe offer or sale is not permitted.OZOP ENERGY SOLUTIONS,INC.4,000,000,000 Common Shares The selling stockholder identified in this prospectus may offer an indeterminate number of shares of its

13、 common stock,which will consist of up to 4,000,000,000 shares ofcommon stock to be sold by GHS Investments LLC(“GHS”)pursuant to an Equity Financing Agreement(the“Financing Agreement”)dated April 11,2025.If issued presently,the 4,000,000,000 shares of common stock registered for resale by GHS would

14、 represent 32.13%of our issued and outstanding shares of common stock as of April 24,2025.The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale,at varyingprices,or at negotiated price

15、s.We will not receive any proceeds from the sale of the shares of our common stock by GHS.However,we will receive proceeds from our initial sale of shares to GHS pursuantto the Financing Agreement.We will sell shares to GHS at a price equal to 80%of the lowest daily volume weighted average trading p

16、rice(the“VWAP”)of our common stockduring the ten(10)consecutive trading day period preceding the date on which we deliver a put notice to GHS(the“Market Price”).GHS is an underwriter within the meaning of the Securities Act of 1933,and any broker-dealers or agents that are involved in selling the sh

17、ares may be deemed to be“underwriters”within the meaning of the Securities Act of 1933 in connection with such sales.In such event,any commissions received by such broker-dealers or agents andany profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or dis

18、counts under the Securities Act of 1933.Our common stock is traded on OTC Markets under the symbol“OZSC”.On April 24,2025,the last reported sale price for our common stock was$0.0003 per share.Prior to this offering,there has been a limited market for our securities.While our common stock is on the

19、OTC Markets,there has been negligible trading volume.There is noguarantee that an active trading market will develop in our securities.This offering is highly speculative,and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their enti

20、reinvestment.See“Risk Factors”beginning on page 8.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.The

21、date of this prospectus is _,2025.2025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm3/67 Table of Contents The following table of contents has been designed to help you find information contain

22、ed in this prospectus.We encourage you to read the entire prospectus.Item 3.SUMMARY INFORMATION,RISK FACTORS,AND RATIO OF EARNINGS TO FIXED CHARGES4Item 4.USE OF PROCEEDS20Item 5.DETERMINATION OF OFFERING PRICE20Item 6.DILUTION20Item 7.SELLING SECURITY HOLDER20Item 8.PLAN OF DISTRIBUTION23Item 9.DES

23、CRIPTION OF SECURITIES TO BE REGISTERED24Item 10.INTERESTS OF NAMED EXPERTS AND COUNSEL25Item 11.INFORMATION WITH RESPECT TO THE REGISTRANT25Item 11A.MATERIAL CHANGES40Item 12.INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.40Item 13.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION40Item 14.INDEMNIFICA

24、TION OF OFFICERS AND DIRECTORS40Item 15.RECENT SALES OF UNREGISTERED SECURITIES40Item 16.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES41 32025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm4/67 We

25、have not authorized any person to give you any supplemental information or to make any representations for us.You should not rely upon any information about ourcompany that is not contained in this prospectus.Information contained in this prospectus may become stale.You should not assume the informa

26、tion contained in thisprospectus or any prospectus supplement is accurate as of any date other than their respective dates,regardless of the time of delivery of this prospectus,any prospectussupplement or of any sale of the shares.Our business,financial condition,results of operations,and prospects

27、may have changed since those dates.The selling stockholders areoffering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted.In this prospectus,“Ozop”the“Company,”“we,”“us,”and“our”refer to Ozop Energy Solutions,Inc.,a Nevada corpora

28、tion.Item 3.SUMMARY INFORMATION,RISK FACTORS,AND RATIO OF EARNINGS TO FIXED CHARGES You should carefully read all information in the prospectus,including the financial statements and their explanatory notes under the Financial Statements prior to making aninvestment decision.Corporate Background Ozo

29、p Energy Solutions,Inc.(the”Company,”“we,”“us”or“our”)was originally incorporated as Newmarkt Corp.on July 17,2015,under the laws of the State of Nevada.Our corporate website is located at http:/ the contents of our website are expressly not incorporated herein.On July 10,2020,the Company entered in

30、to a Stock Purchase Agreement(the“SPA”)with Power Conversion Technologies,Inc.,a Pennsylvania corporation(“PCTI”),andCatherine Chis(“Chis”),PCTIs Chief Executive Officer(“CEO”)and its sole shareholder.Under the terms of the SPA,the Company acquired one thousand(1,000)shares ofPCTI,which represents a

31、ll of the outstanding shares of PCTI,from Chis in exchange for the issuance of 47,500 shares of the Companys Series C Preferred Stock,18,667shares of the Companys Series D Preferred Stock,and 500 shares of the Companys Series E Preferred Stock to Chis.On October 29,2020,the Company formed a new whol

32、ly owned subsidiary,Ozop Surgical Name Change Subsidiary,Inc.,a Nevada corporation(“Merger Sub”).The MergerSub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Companys name to“Ozop Energy Solutions,Inc.”That same day theCompany entered into an Agreement a

33、nd Plan of Merger(the“Merger Agreement”)with the Merger Sub and filed Articles of Merger(the“Articles of Merger”)with theNevada Secretary of State,merging the Merger Sub into the Company,which were stamped effective as of November 3,2020.As permitted by the Section 92.A.180 of theNevada Revised Stat

34、utes,the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company from Ozop Surgical Corp to“Ozop EnergySolutions,Inc.”On December 11,2020,the Company formed Ozop Energy Systems,Inc.(“OES”),a Nevada corporation and a wholly owned subsidiary of the Company.OES

35、 was formed tobe a manufacturer and distributor of renewable energy products.On August 19,2021,the Company formed Ozop Capital Partners,Inc.(“Ozop Capital”),a Delaware corporation and a wholly owned subsidiary of the Company.BrianConway was appointed as the sole officer and director of Ozop Capital

36、and has voting control of Ozop Capital.On October 29,2021,EV Insurance Company,Inc.(“EVCO”)was formed as a captive insurance company in the State of Delaware.EVCO is a wholly owned subsidiary ofOzop Capital.On January 7,2022,EVCO filed with New Castle County,Delaware DBA OZOP Plus.On February 25,202

37、2,the Company formed Ozop Engineering and Design,Inc.(“OED”)a Nevada corporation,as a wholly owned subsidiary of the Company.OED wasformed to become a premier engineering and lighting control design firm.OED offers product and design support for lighting and solar projects with a focus on fast lead

38、timesand technical support.OED and our partners are able to offer the resources needed for lighting,solar and electrical design projects.OED will provide customers systems tocoordinate the understanding of electrical usage with the relationship between lighting design and lighting controls,by develo

39、ping more efficient ecofriendly designs.We workwith architects,engineers,facility managers,electrical contractors and engineers.On May 5,2023,the Board of Directors of the Company approved to amend the Companys Articles of Incorporation(the 2023“Amendment”)to increase the authorizedcapital stock of

40、the Company to 7,000,000,000 shares,of which 6,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares.The Company filed the 2023 Amendment with the State of Nevada on June 23,2023.42025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/f

41、orms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm5/67 On June 4,2024,the Board of Directors of the Company approved to amend the Companys Articles of Incorporation(the“2024 Amendment”)to increase the authorizedcapital stock of the Company to 9,000,000,000 shares

42、,of which 8,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares.The Company filed the 2024 Amendment with the State of Nevada on July 22,2024.On June 11,2024,the Company formed Automated Room Controls,Inc.(“ARC”)a Nevada corporation,as a wholly own

43、ed subsidiary of the Company.ARC was created toaddress a significant need in the lighting controls industry.ARCs personnel has extensive experience in lighting controls since 2012,bringing together IT specialists andlighting control experts.We believe that easy deployment and creative applications c

44、an transform lighting controls into essential tools for enhancing the utility and ambiance ofany space.The Companys mission is to deliver cutting-edge technology that simplifies complex control needs,ensuring seamless integration and exceptional performance.On March 4,2025,the Board of Directors of

45、the Company approved to amend the Companys Articles of Incorporation(the“2025 Amendment”)to increase the authorizedcapital stock of the Company to 16,000,000,000 shares,of which 15,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares.The Company fil

46、ed the 2025 Amendment with the State of Nevada on April 10,2025.Ozop Energy Systems Overview Ozop Energy Systems OES operates in the renewable,electric vehicle(“EV”),energy storage and energy resiliency sectors.We are engaged in multiple business lines that include projectdevelopment as well as equi

47、pment distribution.Equipment Distributor:In April 2021,the Company signed a five-year lease(beginning June 1,2021)of approximately 8,100 SF in California,for office and warehouse spaceto support the sales and distribution of our west coast operations.On February 22,2023,with an effective date of Mar

48、ch 1,2023,the Company entered into a Sublease for aSingle Subleasee Agreement(the“Sublease”)with the landlord and a third party for the office and warehouse in Carlsbad California.Pursuant to the Sublease agreement,thethird party will be responsible for all of the Companys lease obligations through

49、May 31,2026,the lease termination date.The Company and the subleasee have agreed towork together regarding any existing Company inventory in the facility.Modular Energy Distribution System:The NeoVolt System comprises the design engineering,installation,and operational methodologies as well as the f

50、inancial arbitrage ofhow we produce,capture and distribute electrical energy for the EV markets.Our NeoVoltTM System offers(1)charging locations that can be installed with reduced delays,restricted areas or load limits and(2)EV charger electricity that is produced from renewable sources claiming lit

51、tle to no carbon footprint.The Company has developed a business plan for NeoVolt,a scalable battery storage solution that aims to relieve the stress on existing grid infrastructure by providingdistributed energy storage.With the first stage of engineered technical drawings completed,we are advancing

52、 to stage two and preparing to construct the initial prototype orproof of concept(PoC).NeoVolt is designed with advanced features,including automatic adoption of connected devices and dynamic load balancing through a master-slaveconfiguration.These capabilities enable NeoVolt to seamlessly integrate

53、 with and manage energy flows across multiple devices.Furthermore,the PoC is contingent uponrecent advancements in EV charging and discharging standardizations,including on-board inverters and bi-directional capabilities,to ensure compatibility and efficiency inboth residential and commercial applic

54、ations.OZOP Plus Ozop Plus markets vehicle service contracts(VSCs”)for electric vehicles(EVs)that offer consumers to be able to purchase additional months and miles above themanufacturers warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy ma

55、rket to offer unique and innovative services.EVCO has agreements with others whereby the battery premium associated with any EV VSC will be ceded to EVCO.OZOP Plus markets vehicle service contracts(“VSCs”)for electric vehicles(EVs)that offer consumers to be able to purchase additional months and mil

56、es above the manufacturers warranty and to also bring added value to EVowners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services.Among EV owners concerns are the EV battery repair andreplacement costs,range anxiety,environmental responsibilities,

57、roadside assistance,and the accelerated wear on additional components that EV vehicles experience.Management believes that the OZOP Plus marketed VSCs will give“peace of mind”to the EV buyer.On October 23,2024,Ozop Capital Partners,Inc.entered into anagreement with Empire Auto Protect(“Empire”).Unde

58、r the agreement,Empire will white label Royal Administrations Fully Charged VSC,to be marketed as Empire Plus.OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSCs contracted.52025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.

59、gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm6/67 Ozop Engineering and Design OED was formed to become a premier engineering and lighting control design firm.OED offers product and design support for lighting and solar projects with a focus on fastlead times and technical support.OE

60、D and our partners are able to offer the resources needed for lighting,solar and electrical design projects.OED provides its customerssystems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls,by developing more efficient ecofriend

61、ly designsby working with architects,engineers,facility managers,electrical contractors and engineers.OED specializes in lighting commissioning services.On September 27,2024,OED signed an agreement with Leviton Manufacturing Co,Inc.,to serve as a field service technician for their advanced lighting

62、control systems.Automated Room Controls(ARC)ARC is developing products to be an advanced lighting controls system,intricately engineered to integrate sophisticated wired and wireless technologies.At its core,it employsa hybrid network topology that facilitates both resilient wired connections and fl

63、exible wireless communications,making it suitable for complex infrastructural environments.The system is equipped with an array of sensors and control nodes,enabling precise light management and energy usage monitoring.With support for protocols such as DALIand Zigbee,alongside the capability for se

64、amless integration with IoT platforms,ARC offers a comprehensive solution for intricate lighting networks.This system is designednot just for control and efficiency,but also for adaptability to diverse architectural and electrical layouts,embodying a technical solution for advanced,energy-consciousl

65、ighting management.Sales and marketing The Company markets its products through its websites as well as attending industry-specific trade shows.Additionally,OZOP Plus markets the EV VSC in conjunction withRoyal Administration Services,Inc.(“Royal”)through Royals agents and the Company also will begi

66、n marketing the product through various third-party websites and portalsfor additional direct to consumer marketing to EV owners.Competition We compete with many companies in the various application segments including larger,more established companies with substantial capabilities,personnel and fina

67、ncialresources.Many of our competitors have a larger presence in global markets.Employees As of the date of this filing,the Company employs 7 full-time employees.Ozop also has contracts with various independent contractors and consultants to fulfil additionalneeds,including accounting,investor relat

68、ions,business development,permitting,and other corporate functions,and may increase staff further as we expand activities andbring new projects online.Where You Can Find Us Our offices are currently located at 55 Ronald Reagan Blvd.,Warwick,NY 10990.Our telephone number is(877)785-6967.62025/5/8 17:

69、03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm7/67 GHS Equity Financing Agreement and Registration Rights Agreement Summary of the Offering Shares currently outstanding:8,450,615,922 Shares being offer

70、ed:4,000,000,000 Offering Price per share:The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices andprevailing market prices at the time of sale,at varying prices or at negotiated prices.Use of Proceeds:We will not receive any proce

71、eds from the sale of the shares of our common stock by the selling stockholder.However,we willreceive proceeds from our initial sale of shares to GHS,pursuant to the Financing Agreement.The proceeds from the initial sale ofshares will be used for the purpose of working capital and for potential acqu

72、isitions.OTC Markets Symbol:OZSC Risk Factors:See“Risk Factors”and the other information in this prospectus for a discussion of the factors you should consider before decidingto invest in shares of our common stock.Financial Summary The tables and information below are derived from our consolidated

73、financial statements as of and for the years ended December 31,2024 and 2023.December 31,2024 December 31,2023 Cash$797,139$1,446,029 Total Assets 1,754,165 3,784,639 Total Liabilities 33,258,143 30,302,826 Total Stockholders Deficit$(31,503,978)$(26,518,187)Statement of Operations Year EndDecember

74、31,2024 Year EndDecember 31,2023 Revenue$1,342,653$4,760,705 Total Operating Expenses 3,619,155 5,644,981 Net Loss for the Period (6,198,161)(7,369,681)Net Loss per Share$(0.00)$(0.00)72025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/d

75、ata/1679817/000164117225008077/forms-1.htm8/67 RISK FACTORS This investment has a high degree of risk.Before you invest you should carefully consider the risks and uncertainties described below and the other information in thisprospectus.If any of the following risks actually occur,our business,oper

76、ating results and financial condition could be harmed,and the value of our stock could go down.Thismeans you could lose all or a part of your investment.Special Information Regarding Forward-Looking Statements Some of the statements in this prospectus are“forward-looking statements.”These forward-lo

77、oking statements involve certain known and unknown risks,uncertainties andother factors which may cause our actual results,performance or achievements to be materially different from any future results,performance or achievements expressed orimplied by these forward-looking statements.These factors

78、include,among others,the factors set forth herein under“Risk Factors.”The words“believe,”“expect,”“anticipate,”“intend,”“plan,”and similar expressions identify forward-looking statements.We caution you not to place undue reliance on these forward-looking statements.Weundertake no obligation to updat

79、e and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in thisdocument to reflect any future or developments.However,the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer

80、.Further,Section27A(b)(2)(D)of the Securities Act and Section 21E(b)(2)(D)of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not applyto statements made in connection with an initial public offering.RISKS RELATED TO OUR BUSINESS AND INDUSTRY Reade

81、rs should carefully consider the risks and uncertainties described below.Our failure to successfully address the risks and uncertainties described below would have a material adverse effect on our business,financial condition and/or results ofoperations,and the trading price of our common stock may

82、decline and investors may lose all or part of their investment.We cannot assure you that we will successfullyaddress these risks or other unknown risks that may affect our business.As an enterprise engaged in the development of new technology,our business is inherently risky.Our common shares are co

83、nsidered speculative during the development of ournew business operations.Prospective investors should carefully consider the risk factors set out below.Business interruptions,including any interruptions resulting from COVID-19,could significantly disrupt our operations and could have a material adv

84、erse impact on us ifthe situation continues.The ongoing coronavirus outbreak which began in China at the beginning of 2020 has impacted various businesses throughout the world,including travel restrictions and theextended shutdown of certain businesses in impacted geographic regions.If the coronavir

85、us outbreak situation should worsen,we may experience disruptions to our businessincluding,but not limited to equipment,to our workforce,or to our business relationships with other third parties.The extent to which the coronavirus impacts our operations or those of our third-party partners will depe

86、nd on future developments,which are highly uncertain and cannot bepredicted with confidence,including the duration of the outbreak,new information that may emerge concerning the severity of the coronavirus and the actions to contain thecoronavirus or treat its impact,among others.Any such disruption

87、s or losses we incur could have a material adverse effect on our financial results and our ability to conductbusiness as expected.The Company always maintains the ability for team members to work virtually.We need to continue as a going concern if our business is to succeed.Our independent registere

88、d public accounting firm reports on our audited financial statements for the years ended December 31,2024,and 2023,indicate that there are anumber of factors that raise substantial risks about our ability to continue as a going concern.Such factors identified in the report are our accumulated defici

89、t since inception,our failure to attain profitable operations,the excess of liabilities over assets,and our dependence upon obtaining adequate additional financing to pay our liabilities.If we arenot able to continue as a going concern,investors could lose their investments.Because of the unique dif

90、ficulties and uncertainties inherent in technology development,we face a risk of business failure.Potential investors should be aware of the difficulties normally encountered by companies developing new technology and the high rate of failure of such enterprises.Thelikelihood of success must be cons

91、idered in light of the problems,expenses,difficulties,complications and delays encountered in connection with the development of newtechnology with limited personnel and financial means.These potential problems include,but are not limited to,unanticipated technical problems that extend the time and

92、costof product development,or unanticipated problems with the operation of our technology.82025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm9/67 Product development involves significant time a

93、nd expenses and can be uncertain.The development of technology and products for OES is costly,complex and time-consuming.Any investment into product development often involves a long wait until areturn,if any,is achieved on such an investment.We continue to make significant investments in research a

94、nd development relating to our technology and products.Investments in new technology and processes are inherently speculative.If we do not obtain additional financing or sufficient revenues,our business will fail.Our business plan calls for significant expenses in connection with developing our OES

95、systems and paying our current obligations.The Company will require additionalfinancing to execute its business plan through raising additional capital and/or revenue.Obtaining additional financing is subject to a number of factors,including investoracceptance of OES technology and current financial

96、 condition as well as general market conditions.These factors affect the timing,amount,terms or conditions of additionalfinancing unavailable to us.And if additional financing is not arranged,the Company faces the risk of going out of business.The Companys management is currently engagedin actively

97、pursuing multiple financing options in order to obtain the capital necessary to execute the Companys business plan.There is no history upon which to base anyassumption as to the likelihood we will prove successful,and we can provide investors with no assurance that we will achieve profitable operati

98、ons.If we are unsuccessful inaddressing these risks,our business will most likely fail.Successful technical development of our products does not guarantee successful commercialization.We may successfully complete the technical development for one or all of our product development programs,but still

99、fail to develop a commercially successful product for anumber of reasons,including among others the following:competing products;ineffective distribution and marketing;lack of sufficient cooperation from our partners;anddemonstrations of the products not aligning with or meeting customer needs.Our s

100、uccess in the market for the products we develop will depend largely on our ability to prove our products capabilities.Upon demonstration,our products and/ortechnology may not have the capabilities they were designed to have or that we believed they would have.Furthermore,even if we do successfully

101、demonstrate our productscapabilities,potential customers may be more comfortable doing business with a larger,more established,more proven company than us.Moreover,competing products mayprevent us from gaining wide market acceptance of our products.Significant revenue from new product investments ma

102、y not be achieved for a number of years,if at all.If we fail to protect our intellectual property rights,we could lose our ability to compete in the market.Our intellectual property and proprietary rights are important to our ability to remain competitive and for the success of our products and our

103、business.We rely on acombination of patent,trademark and trade secret laws as well as confidentiality agreements and procedures,non-compete agreements and other contractual provisions toprotect our intellectual property,other proprietary rights and our brand.We have confidentiality agreements in pla

104、ce with our consultants,customers and certain businesssuppliers and plan to require future employees to enter into confidentiality and non-compete agreements.We have little protection when we must rely on trade secrets andnondisclosure agreements.Our intellectual property rights may be challenged,in

105、validated or circumvented by third parties.We may not be able to prevent the unauthorizeddisclosure or use of our technical knowledge or other trade secrets by employees or competitors.Furthermore,our competitors may independently develop technologies andproducts that are substantially equivalent or

106、 superior to our technologies and/or products,which could result in decreased revenues.Moreover,the laws of foreign countries maynot protect our intellectual property rights to the same extent as the laws of the U.S.Litigation may be necessary to enforce our intellectual property rights which could

107、result insubstantial costs to us and substantial diversion of management attention.If we do not adequately protect our intellectual property,our competitors could use it to enhance theirproducts.Our inability to adequately protect our intellectual property rights could adversely affect our business

108、and financial condition,and the value of our brand and otherintangible assets.92025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm10/67 Other companies may claim that we infringe their intellect

109、ual property,which could materially increase our costs and harm our ability to generate future revenue andprofit.We do not believe that we infringe the proprietary rights of any third party,but claims of infringement are becoming increasingly common and third parties may assertinfringement claims ag

110、ainst us.It may be difficult or impossible to identify,prior to receipt of notice from a third party,the trade secrets,patent position or other intellectualproperty rights of a third party,either in the United States or in foreign jurisdictions.Any such assertion may result in litigation or may requ

111、ire us to obtain a license for theintellectual property rights of third parties.If we are required to obtain licenses to use any third-party technology,we would have to pay royalties,which may significantlyreduce any profit on our products.In addition,any such litigation could be expensive and disru

112、ptive to our ability to generate revenue or enter into new market opportunities.Ifany of our products were found to infringe other parties proprietary rights and we are unable to come to terms regarding a license with such parties,we may be forced tomodify our products to make them non-infringing or

113、 to cease production of such products altogether.The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnity.We develop and sell products where insurance or indemnification may not be available,including designing and developing products

114、using advanced and unproventechnologies in solar and electric vehicle charging applications that are intended to operate in a variety of situations.Failure of certain of our products could result in loss of lifeor property damage.Certain products may raise questions with respect to issues of privacy

115、 rights,civil liberties,intellectual property,trespass,conversion and similar concepts,which may raise new legal issues.Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be available incertain circumstances but not in others.W

116、e are not able to maintain insurance to protect against all operational risks and uncertainties.Substantial claims resulting from anaccident,failure of our product,or liability arising from our products in excess of any indemnity or insurance coverage(or for which indemnity or insurance is not avail

117、able orwas not obtained)could harm our financial condition,cash flows,and operating results.Any accident,even if fully covered or insured,could negatively affect our reputationamong our customers and the public,and make it more difficult for us to compete effectively.If we are unable to recruit and

118、retain key management,technical and sales personnel,our business would be negatively affected.For our business to be successful,we need to attract and retain highly qualified technical,management and sales personnel.The failure to recruit additional key personnel whenneeded with specific qualificati

119、ons and on acceptable terms or to retain good relationships with our partners might impede our ability to continue to develop,commercialize andsell our products.To the extent the demand for skilled personnel exceeds supply,we could experience higher labor,recruiting and training costs in order to at

120、tract and retainsuch employees.We face competition for qualified personnel from other companies with significantly more resources available to them and thus may not be able to attract thelevel of personnel needed for our business to succeed.The reduction,elimination,or expiration of government subsi

121、dies,economic incentives,tax incentives,renewable energy targets,and other support for on-grid solarelectricity applications,or other public policies,such as tariffs or other trade remedies imposed on solar cells and modules,could negatively impact demand and/or pricelevels for our solar modules and

122、 systems and limit our growth or lead to a reduction in our net sales or increase our costs,thereby adversely impacting our operatingresults.Although we believe that solar energy will experience widespread adoption in those applications where it competes economically with traditional forms of energy

123、 without anysupport programs,in certain markets our net sales and profits remain subject to variability based on the availability and size of government subsidies and economic incentives.Federal,state,and local governmental bodies in many states have provided subsidies in the form of rebates,tax inc

124、entives,and other incentives to end users.Many of thesesupport programs expire,phase out over time,require renewal by the applicable authority,or may be amended.To the extent these support programs are reduced earlier thanpreviously expected or are changed retroactively,such changes could negatively

125、 impact demand and/or price levels for our solar modules and systems,lead to a reduction in ournet sales,and adversely impact our operating results.102025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/form

126、s-1.htm11/67 Several of our key products are either single-sourced or sourced from a limited number of suppliers,and their failure to perform could cause delays and impair our abilityto deliver solar modules to customers in the required quality and quantities and at a price that is profitable to us.

127、Our failure to obtain products that meet our quality,quantity,and cost requirements in a timely manner could interrupt or impair our ability to sell our solar modules or increaseour product costs.Several of our key products are either single-sourced or sourced from a limited number of suppliers.As a

128、 result,the failure of any of our suppliers to performcould disrupt our supply chain and adversely impact our operations.We may be unable to profitably provide new product offerings or achieve sufficient market penetration with such offerings.We may expand our portfolio of offerings to include solut

129、ions that build upon our core competencies but for which we have not had significant historical experience,includingvariations in our traditional product offerings or other offerings related to commercial and industrial customers.We cannot be certain that we will be able to ascertain andallocate the

130、 appropriate financial and human resources necessary to grow these business areas.We could invest capital into growing these businesses but fail to address marketor customer needs or otherwise not experience a satisfactory level of financial return.Also,in expanding into these areas,we may be compet

131、ing against companies thatpreviously have not been significant competitors,such as companies that currently have substantially more experience than we do in the residential,commercial and industrial,or other targeted offerings.If we are unable to achieve growth in these areas,our overall growth and

132、financial performance may be limited relative to our competitors and ouroperating results could be adversely impacted.Material weaknesses in our internal control over financing reporting may,until remedied,cause errors in our financial statements or cause our filings with the SEC to notbe timely.The

133、 Company believes that material weaknesses exist in our internal control over financial reporting as of December 31,2024,including those related to(i)our internal auditfunctions and(ii)a lack of segregation of duties within accounting functions.If our internal control over financial reporting or dis

134、closure controls and procedures are noteffective,there may be errors in our financial statements that could require a restatement or our filings may not be timely made with the SEC.We intend to implementadditional corporate governance and control measures to strengthen our control environment as we

135、are able,but we may not achieve our desired objectives.Moreover,nocontrol environment,no matter how well designed and operated,can prevent or detect all errors or fraud.We may identify material weaknesses and control deficiencies in ourinternal control over financial reporting in the future that may

136、 require remediation and could lead investors losing confidence in our reported financial information,which couldlead to a decline in our stock price.We cannot guarantee continued sales of our products or services.We cannot provide any assurance that our products and services will sell or continue t

137、o sell at rates they have historically.Our products and services may become less attractivecompared to competing products and services,and our business would be harmed.We may be unable to effectively implement our business model and expand.Our business model and growth and marketing strategy is pred

138、icated on its ability to introduce our products and services to the market.We cannot assure that we will be able toexecute our business plan,introducing our products and services into new markets,that customers will embrace our products compared to competing products and servicesalready well establi

139、shed in those markets,that any of the target markets will adopt our products and services,or that prospective customers will agree to pay the prices for ourproducts and services in those new markets we plan to charge.In the event prospective customers resist our products and services and paying the

140、prices we will charge,theCompanys business,financial condition,and results of operations will be materially and adversely affected.112025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm12/67 We m

141、ay incur significant debt to finance our operations.There is no assurance that the Company will not incur debt in the future,that it will have sufficient funds to repay its indebtedness,or that the Company will not default on itsdebt,jeopardizing its business viability.Furthermore,the Company may no

142、t be able to borrow or raise additional capital in the future to meet the Companys needs or tootherwise provide the capital necessary to conduct its business.The Company has not established consistent methods for determining the consideration paid to management.The consideration being paid by the Co

143、mpany to its CEO,Mr.Conway,has not been determined based on arms length negotiation.While management believes that Mr.Conways current compensation arrangement is fair for the work being performed,there is no assurance that the consideration to management reflects the true market value ofhis services

144、.Additionally,in the future,the Company may grant net profits interests to its executive officers in addition to stock options,which may further dilute shareholdersownership of the Company.There is no guarantee that the Company will pay dividends to its shareholders.The Company does not anticipate d

145、eclaring and paying dividends to its shareholders in the near future.It is the Companys current intention to apply net earnings,if any,in theforeseeable future to increasing its capital base and marketing.Prospective investors seeking or needing dividend income or liquidity should therefore not purc

146、hase the Shares.There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of the Companys Common Stock,and in any event,a decision to declare and pay dividends is at the sole discretion of the Companys Board of Directors.Management cann

147、ot guarantee that its relationship with the Company does not create conflicts of interest.The relationship of management and its affiliates to the Company could create conflicts of interest.While management has a fiduciary duty to the Company,it also determinesits compensation from the Company.Manag

148、ements compensation from the Company has not been determined pursuant to arms-length negotiation.The Company may sustain losses that cannot be recovered through insurance or other preventative measures.There is no assurance that the Company will not incur uninsured liabilities and losses as a result

149、 of the conduct of its business.The Company plans to maintain comprehensiveliability and property insurance at customary levels.The Company will also evaluate the availability and cost of business interruption insurance.However,should uninsuredlosses occur,the Shareholders could lose their invested

150、capital.We may be subject to liabilities that are not readily identifiable at this time.The Company may have liabilities to affiliated or unaffiliated lenders.These liabilities would represent fixed costs we would be required to pay,regardless of the level ofbusiness or profitability experienced by

151、the Company.There is no assurance that the Company will be able to pay all of its liabilities.Furthermore,the Company is alwayssubject to the risk of litigation from customers,suppliers,employees,and others.Litigation can cause the Company to incur substantial expenses and,if cases are lost,judgment

152、s and awards can add to the Companys costs.In the course of business,the Company may incur expenses beyond what was anticipated.Unanticipated costs may force the Company to obtain additional capital or financing from other sources or may cause the Company to lose its entire investment in the Company

153、if it is unable to obtain the additional funds necessary to implement its business plan.There is no assurance that the Company will be able to obtain sufficient capital toimplement its business plan successfully.If a greater investment is required in the business because of cost overruns,the probabi

154、lity of earning a profit or a return ofshareholder investment in the Company is diminished.122025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm13/67 The Company will rely on management to execu

155、te the business plan and manage the Companys affairs.Under applicable state corporate law and the Bylaws of the Company,the officers and directors of the Company have the power and authority to manage all aspects of theCompanys business.Shareholders must be willing to entrust all aspects of the Comp

156、anys business to its directors and executive officers.There is no assurance the Company will always have adequate capital to conduct its business.The Company will have limited capital available to it.If the Companys entire original capital is fully expended and additional costs cannot be funded from

157、 borrowings orcapital from other sources,then the Companys financial condition,results of operations and business performance would be materially adversely affected.The Company is required to indemnify its directors and officers.The Companys Bylaws provide that the Company will indemnify its officer

158、s and directors to the maximum extent permitted by Nevada law.If the Company were called uponto indemnify an officer or director,then the portion of its assets expended for such a purpose would reduce the amount otherwise available for the Companys business.We may encounter difficulties managing any

159、 growth,and if we are unable to do so,our business,financial condition and results of operations may be adversely affected.If we are able to successfully launch our apps and websites,as our operations grow,the simultaneous management of development,production and commercialization acrossour target m

160、arkets will become increasingly complex and may result in less-than-optimal allocation of management and other administrative resources,increase our operatingexpenses and harm our operating results.Our ability to effectively manage our operations,growth and various projects across our target markets

161、 will require us to make additional investments in our infrastructure tocontinue to improve our operational,financial and management controls and our reporting systems and procedures and to attract and retain sufficient numbers of talentedemployees,which we may be unable to do effectively.We may be

162、unable to successfully manage our expenses in the future,which may negatively impact our gross margins oroperating margins in any particular quarter.RISKS RELATED TO OUR INTELLECTUAL PROPERTY We may become involved in intellectual property disputes,which may disrupt our business and require us to pa

163、y significant damage awards.Third parties may sue us for intellectual property infringement,which,if successful,could disrupt our business,cause us to pay significant damage awards or require us to paylicensing fees.We may also be required to pay penalties,judgments,royalties or significant settleme

164、nt costs.If we fail or are unable to develop non-infringing technology ourbusiness could suffer.Third parties may misappropriate our proprietary technologies,information,or trade secrets despite a contractual obligation not to do so.Third parties(including joint venture,collaboration,development par

165、tners,contract manufacturers,and other contractors and shipping agents)may have custody or control ofany proprietary processes and technologies developed by us.If proprietary technologies developed by us were stolen or misappropriated,they could be used by other partieswho may be able to use the tec

166、hnologies for their own commercial gain.In the event that any proprietary technologies are developed and then misappropriated,it could bedifficult for us to challenge the misappropriation or prevent reverse engineering,especially in countries with limited legal and intellectual property protection.1

167、32025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm14/67 RISKS RELATING TO OUR COMMON STOCK An investment in our securities is extremely speculative,and there can be no assurance of any return

168、on the investment.An investment in our securities is extremely speculative,and there is no assurance that investors will obtain any return on their investment.Investors will be subject tosubstantial risks,including the risk of losing their entire investment in our securities.For example,the market p

169、rice of our common stock is subject to significant fluctuations inresponse to variations in our quarterly operating results,general trends in the market and other factors,many of which we have little or no control over.In addition,broadmarket fluctuations,as well as general economic,business and pol

170、itical conditions,may adversely affect the market for our common stock,regardless of our actual or projectedperformance.Because the Company is a“smaller reporting company,”we may take advantage of certain scaled disclosures available to us,resulting in holders of our securitiesreceiving less Company

171、 information than they would receive from a public company that is not a smaller reporting company.We are a“smaller reporting company”as defined in the Exchange Act.As a smaller reporting company,we may take advantage of certain of the scaled disclosures available tosmaller reporting companies and w

172、ill be able to take advantage of these scaled disclosures for so long as(i)our voting and non-voting common stock held by non-affiliates isless than$250 million measured on the last business day of our second fiscal quarter,or(ii)our annual revenue is less than$100 million during the most recently c

173、ompletedfiscal year and our voting and non-voting common stock held by non-affiliates is less than$700 million measured on the last business day of our second fiscal quarter.To theextent we take advantage of any reduced disclosure obligations,it may make it harder for investors to analyze the Compan

174、ys results of operations and financial prospectus incomparison with other public companies.To fund its operations,the Company may conduct further offerings in the future,in which case our common stock will be diluted.To fund its business operations,the Company anticipates continuing to rely on sales

175、 of its securities,which may include common stock,preferred stock,convertible debt and/orwarrants convertible or exercisable into shares of common stock.Common stock may be issued in return for additional funds or upon conversion or exercise of outstandingconvertible debentures or warrants.If additi

176、onal common stock is issued,the price per share of the common stock could be lower than the price paid by existing holders ofcommon stock,and the percentage interest in the Company of those shareholders will be lower.This result is referred to as“dilution,”which could result in a reduction in theper

177、 share value of your shares of common stock.The Companys failure or inability to raise capital when needed or on terms acceptable to the Company and our shareholderscould have a material adverse effect on the Companys business,financial condition and results of operations and would also have a negat

178、ive adverse effect on the price of ourcommon stock.The Company may utilize debt financing to fund its operations.If the Company undertakes debt financing to fund its operations,the financing may involve significant restrictive covenants.In addition,there can be no assurance that suchfinancing will b

179、e available on terms satisfactory to the Company,if at all.The Companys failure or inability to obtain financing when needed or on terms acceptable to theCompany and our shareholders could have a material adverse effect on the Companys business,financial condition and results of operations and would

180、 also have a negativeadverse effect on the price of our common stock.The trading price of our common stock may fluctuate significantly.Volatility in the trading price of shares of our common stock may prevent shareholders from being able to sell shares of common stock at prices equal to or greater t

181、han theirpurchase price.The trading price of our common stock could fluctuate significantly for various reasons,including:our operating and financial performance and prospects;our quarterly or annual earning or those of other companies in the same industry;sales of our common stock by management of

182、the Company;public reaction to our press releases,public announcements and filing with the SEC;changes in earnings estimates or recommendations by research analysts who track the Companys common stock or the stock of other companies in the same industry;strategic actions by us or our competitors;new

183、 laws or regulations or new interpretations of existing laws or regulations applicable to our business;142025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm15/67 changes in accounting standards,

184、policies,guidance,interpretations or principles;andchanges in general economic conditions in the U.S.and in global economies and financial markets,including changes resulting from war or terrorist incidents.In addition,in recent years,the stock market has experienced significant price and volume flu

185、ctuations.This volatility has had a substantial impact on the trading price ofsecurities issued by many companies.The changes frequently occur irrespective of the operating performance of the affected companies.As a result,the trading price of ourcommon stock could fluctuate based upon factors that

186、have little or nothing to do with our business.Because we are a small company with a limited operating history,holders of common stock may find it difficult to sell their stock in the public markets.The number of persons interested in purchasing our common stock at any given time may be relatively s

187、mall.This situation is attributable to a number of factors.One factor isthat we are a small company that is still relatively unknown to stock analysts,stockbrokers,institutional investors,and others in the investment community that generate orinfluence sales volume.Another factor is that,even if the

188、 Company came to the attention of these persons,they tend to be risk-averse and would likely be reluctant to follow anunproven company such as ours.Furthermore,many brokerage firms may not be willing to effect transactions in our securities,including our common stock.As a consequence,there may be pe

189、riods when trading activity in our common stock is minimal or even non-existent,as compared to trading activity in the securities of a seasoned issuer with alarge and steady volume of trading activity.We cannot give you any assurance that an active public trading market for our common stock or other

190、 securities will develop or besustained,or that,if developed,the trading levels will be sustained.FINRA sales practice requirements may also limit a shareholders ability to buy and sell our stock.In addition to the“penny stock”rules described above,FINRA has adopted Rule 2111 that requires a broker-

191、dealer to have reasonable grounds for believing that an investmentis suitable for a customer before recommending the investment.Before recommending speculative low-priced securities to their non-institutional customers,broker-dealersmust make reasonable efforts to obtain information about the custom

192、ers financial status,tax status,investment objectives and other information.Under interpretations of theserules,FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.The FINRA requirements make itmore difficult for bro

193、ker-dealers to recommend that their customers buy our common stock,which may limit your ability to buy and sell shares of common stock and may havean adverse effect on the market for our securities.The Company does not anticipate paying dividends in the future.We have never declared or paid any cash

194、 dividends on our common stock.Our current policy is to retain earnings to reinvest in our business.Therefore,we do not anticipatepaying cash dividends in the foreseeable future.The Companys dividend policy will be reviewed from time to time by the Board of Directors in the context of its earnings,f

195、inancial condition and other relevant factors.Until the Company pays dividends,which it may never do,the holders of shares of common stock will not receive a return onthose shares unless they are able to sell those shares at the desired price,if at all,of which there can be no assurance.In addition,

196、there is no guarantee that our common stockwill appreciate in value or even maintain the price at which holders purchased their common stock.We will continue to incur significant costs to ensure compliance with United States corporate governance and accounting requirements.We will continue to incur

197、significant costs associated with our public company reporting requirements,including costs associated with applicable corporate governancerequirements such as those required by the Sarbanes-Oxley Act of 2002,and with other rules issued or implemented by the SEC.We expect all of these applicable rul

198、es andregulations will result in significant legal and financial compliance costs and to make some activities more time-consuming and costly.We are currently evaluating andmonitoring developments with respect to these rules,and we cannot predict or estimate the amount of additional costs we may incu

199、r or the timing of such costs.152025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm16/67 We may,in the future,issue additional common shares,which would reduce investors percentage of ownership

200、and may dilute our share value.Our Articles of Incorporation authorize the issuance of 15,990,000,000 shares of common stock,par value$0.001 per share,of which 8,450,615,922 shares are issued andoutstanding as of April 24,2025.The future issuance of common stock may result in substantial dilution in

201、 the percentage of our common stock held by our then-existingshareholders.We may value any common stock issued in the future on an arbitrary basis.The issuance of common stock for future services or acquisitions or other corporateactions may have the effect of diluting the value of the shares held b

202、y our investors and might have an adverse effect on any trading market for our common stock.Our common shares are subject to the“Penny Stock”rules of the SEC,and the trading market in our securities will likely be limited,which makes transactions in ourstock cumbersome and may reduce the value of an

203、 investment in our stock.The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a“penny stock,”for the purposes relevant to us,as any equity securitythat has a market price of less than$5.00 per share or with an exercise price of less than$5.00 per share,su

204、bject to certain exceptions.For any transaction involving a pennystock,unless exempt,the rules require:That a broker or dealer approve a persons account for transactions in penny stocks;and The broker or dealer receive from the investor a written agreement to the transaction,setting forth the identi

205、ty and quality of the penny stock to be purchased.In order to approve a persons account for transactions in penny stocks,the broker or dealer must:Obtain financial information and investment experience objectives of the person;and Make a reasonable determination that the transactions in penny stocks

206、 are suitable for that person and the person has sufficient knowledge and experience in financialmatters to be capable of evaluating the risks of transactions in penny stocks.The broker or dealer must also deliver,prior to any transaction in a penny stock,a disclosure schedule prescribed by the Comm

207、ission relating to the penny stock market,which,in highlight form:Sets forth the basis on which the broker or dealer made the suitability determination;and That the broker or dealer received a signed,written agreement from the investor prior to the transaction.Generally,brokers may be less willing t

208、o execute transactions in securities subject to the“penny stock”rules.This may make it more difficult for investors to dispose of ourcommon stock and cause a decline in the market value of our stock.Disclosure also has to be made about the risks of investing in penny stocks in both public offerings

209、and in secondary trading and about the commissions payable to both thebroker-dealer and the registered representative,current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stocktransactions.Finally,monthly statements have to be sent dis

210、closing recent price information for the penny stock held in the account and information on the limited market inpenny stocks.There is a very limited market for our securities.While our common stock is on the OTC Markets,there has been negligible trading volume.There is no guarantee that anactive tr

211、ading market will develop in our securities and if a trading market does not develop,purchasers of our securities may have difficulty selling their shares.There is currently no established public trading market for our securities,and an active trading market in our securities may not develop,or,if d

212、eveloped,may not be sustained.Accordingly,investors may have a difficult time selling their shares.162025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm17/67 Our common stock is quoted through t

213、he OTC Markets,which may have an unfavorable impact on our stock price and liquidity.The Companys common stock is quoted on the OTC Markets,which is a significantly more limited market than the New York Stock Exchange or NASDAQ.The tradingvolume may be limited by the fact that many major institution

214、al investment funds,including mutual funds,follow a policy of not investing in OTC Markets stocks and certainmajor brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile.The trading volume of the Companys common stock has been

215、 and may continue to be limited and sporadic.As a result,the quoted price for the Companys common stock onthe OTC Markets may not necessarily be a reliable indicator of its fair market value.Additionally,the securities of small capitalization companies may trade less frequently and in more limited v

216、olume than those of more established companies.The market forsmall capitalization companies is generally volatile,with wide price fluctuations not necessarily related to the operating performance of such companies.Trading on the OTC Markets may be volatile and sporadic,which could depress the market

217、 price of our common stock and make it difficult for our stockholders to reselltheir shares.Our common stock is quoted on OTC Markets.Trading in stock quoted on OTC Markets is often thin and characterized by wide fluctuations in trading prices due to manyfactors that may have little to do with our o

218、perations or business prospects.This volatility could depress the market price of our common stock for reasons unrelated tooperating performance.Moreover,OTC Markets is not a stock exchange,and trading of securities on the OTC Markets is often more sporadic than the trading of securitieslisted on a

219、quotation system like NASDAQ or a stock exchange like the American Stock Exchange.Accordingly,our shareholders may have difficulty reselling any of theirshares.State securities laws may limit secondary trading,which may restrict the states in which and conditions under which you can sell the shares

220、offered by this prospectus.Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of thestate or there is confirmation that an exemption,such as listing in certain recognized securiti

221、es manuals,is available for secondary trading in the state.If we fail to register orqualify,or to obtain or verify an exemption for the secondary trading of,the common stock in any particular state,the common stock could not be offered or sold to,orpurchased by,a resident of that state.In the event

222、that a significant number of states refuse to permit secondary trading in our common stock,the liquidity for the common stockcould be significantly impacted thus causing you to realize a loss on your investment.We may issue shares of preferred stock in the future that may adversely impact your right

223、s as holders of our common stock.Because our CEO and director,Mr.Conway,owns a majority of the voting control of the Company,he could authorize our Board of Directors to determine the relative rightsand preferences of preferred shares without further stockholder approval.As a result,our Board of Dir

224、ectors could then authorize the issuance of a series of preferred stock thatwould grant to holders preferred rights to our assets upon liquidation,the right to receive dividends before dividends are declared to holders of our common stock,and the rightto the redemption of such preferred shares,toget

225、her with a premium,prior to the redemption of the common stock.To the extent that we do issue shares of preferred stock,yourrights as holders of common stock could be impaired thereby,including,without limitation,dilution of your ownership interests in us.In addition,shares of preferred stockcould b

226、e issued with terms calculated to delay or prevent a change in control or make removal of management more difficult,which may not be in your interest as a holder ofcommon stock.We may seek to raise additional funds,finance acquisitions or develop strategic relationships by issuing capital stock.We m

227、ay finance our operations and develop strategic relationships by issuing equity or debt securities,which could significantly reduce the percentage ownership of ourexisting stockholders.Furthermore,any newly issued securities could have rights,preferences and privileges senior to those of our existin

228、g stock.Moreover,any issuances byus of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest,which could causethe market price of our stock to decline.172025/5/8 17:03sec.gov/Archives/edgar/data/1679817/00

229、0164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm18/67 There may be deficiencies with our internal controls that require improvements,and if we are unable to adequately evaluate internal controls,we may be subject tosanctions by the SEC.We are

230、exposed to potential risks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002.As a smallerreporting company and emerging growth company,we will not be required to provide a report on the effectiveness of our internal controls over

231、financial reporting until oursecond annual report,and we will be exempt from the auditor attestation requirements concerning any such report so long as we are an emerging growth company or a smallerreporting company.We have not yet evaluated whether our internal control procedures are effective and

232、therefore there is a greater likelihood of undiscovered errors in ourinternal controls or reported financial statements as compared to issuers that have conducted such evaluations.If we are not able to meet the requirements of Section 404a in atimely manner or with adequate compliance,we might be su

233、bject to sanctions or investigation by regulatory authorities,such as the SEC.We are susceptible to general economic conditions,natural catastrophic events and public health crises,and a potential downturn in advertising and marketing spendingby advertisers could adversely affect our operating resul

234、ts in the near future.Our business is subject to the impact of natural catastrophic events,such as earthquakes,or floods,public health crisis,such as disease outbreaks,epidemics,or pandemics,andall these could result in a decrease or sharp downturn of economies,including our markets and business loc

235、ations in the current and future periods.The outbreak of thecoronavirus(COVID-19)resulted in increased travel restrictions,and shutdown of businesses,which may cause slower recovery of the economy.We may experience impactfrom quarantines,market downturns and changes in customer behavior related to p

236、andemic fears and impact on our workforce if the virus continues to spread.In addition,oneor more of our customers,partners,service providers or suppliers may experience financial distress,delayed or defaults on payment,file for bankruptcy protection,sharpdiminishing of business,or suffer disruption

237、s in their business due to the outbreak.The extent to which the coronavirus impacts our results will depend on future developmentsand reactions throughout the world,which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken bygov

238、ernments and private businesses to attempt to contain the coronavirus.It is likely to result in a potential material adverse impact on our business,results of operations andfinancial condition.Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decre

239、ases in or delays in advertising spendingand reduce and/or negatively impact our short-term ability to grow our revenues.Any decreased collectability of accounts receivable,bankruptcy of small and mediumbusinesses,or early termination of agreements due to deterioration in economic conditions could n

240、egatively impact our results of operations.We are a“controlled company”within the meaning of the listing rules of Nasdaq and,as a result,can rely on exemptions from certain corporate governance requirementsthat provide protection to shareholders of other companies.Because our sole officer,Mr.Conway,

241、owns a majority of voting control of the Company and will own a majority of the voting control after this offering,we are and willcontinue to be after the offering a“controlled company”as defined under the listing rules of Nasdaq.Under Nasdaq listing rules,controlled companies are companies of which

242、more than 50%of the voting power for the election of directors is held by an individual,a group,or another company.For as long as we remain a controlled company,we arepermitted to elect to rely on certain exemptions from Nasdaqs corporate governance rules,including the following:an exemption from th

243、e rule that a majority of our board of directors must be independent directors;an exemption from the rule that our compensation committee be composed entirely of independent directors;an exemption from the rule that our director nominees must be selected or recommended solely by independent;director

244、s or a nominating committee composed solely of independent directors;182025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm19/67 If we elected to rely on the“controlled company”exemptions,a major

245、ity of the members of our board of directors might not be independent directors,our nominating andcorporate governance and compensation committees might not consist entirely of independent directors,and you would not have the same protection afforded to shareholders ofcompanies that are subject to N

246、asdaqs corporate governance rules.RISKS RELATED TO THE OFFERING Our existing stockholders may experience significant dilution from the sale of our common stock pursuant to the GHS Financing Agreement.The sale of our common stock to GHS Investments LLC in accordance with the Financing Agreement may h

247、ave a dilutive impact on our shareholders.As a result,the marketprice of our common stock could decline.In addition,the lower our stock price is at the time we exercise our put options,the more shares of our common stock we will have toissue to GHS in order to exercise a put under the Financing Agre

248、ement.If our stock price decreases,then our existing shareholders would experience greater dilution for anygiven dollar amount raised through the offering.The perceived risk of dilution may cause our stockholders to sell their shares,which may cause a decline in the price of our common stock.Moreove

249、r,the perceived risk ofdilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock.By increasing the number of sharesoffered for sale,material amounts of short selling could further contribute to progressive price declines in

250、 our common stock.The issuance of shares pursuant to the GHS Financing Agreement may have a significant dilutive effect.Depending on the number of shares we issue pursuant to the GHS Financing Agreement,it could have a significant dilutive effect upon our existing shareholders.Although thenumber of

251、shares that we may issue pursuant to the Financing Agreement will vary based on our stock price(the higher our stock price,the less shares we have to issue),theremay be a potential dilutive effect to our shareholders,based on different potential future stock prices,if the full amount of the Financin

252、g Agreement is realized.Dilution isbased upon common stock put to GHS and the stock price discounted to GHSs purchase price of 80%of the lowest VWAP during the pricing period.GHS Investments LLC will pay less than the then-prevailing market price of our common stock which could cause the price of ou

253、r common stock to decline.Our common stock to be issued under the GHS Financing Agreement will be purchased at a twenty percent(20%)discount,or eighty percent(80%)of the lowest VWAP duringthe ten(10)consecutive trading days immediately preceding our notice to GHS of our election to exercise our“put”

254、right.GHS has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price.If GHS sells ourshares,the price of our common stock may decrease.If our stock price decreases,GHS may have further incentive to sell such sh

255、ares.Accordingly,the discounted sales price inthe Financing Agreement may cause the price of our common stock to decline.We may not have access to the full amount under the Financing Agreement.On April 24,2025,the lowest VWAP of the Companys common stock during the ten(10)consecutive trading day per

256、iod was approximately$0.0002.At that price,we wouldbe able to sell shares to GHS under the Financing Agreement at the discounted price of$0.00016.At that discounted price,the 4,000,000,000 shares registered for issuance toGHS under the Financing Agreement would,if sold by us to GHS,result in aggrega

257、te proceeds of$640,000.There is no assurance the price of our common stock will remainthe same as the market price or increase.Since our common stock is thinly traded it is more susceptible to extreme rises or declines in price,and you may not be able to sell your shares at or above the price paid.S

258、ince our common stock is thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors,many ofwhich are beyond our control,including(but not necessarily limited to):the trading volume of our shares;192025/5/8 17:03sec.gov/

259、Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm20/67 the number of securities analysts,market-makers and brokers following our common stock;new products or services introduced or announced by us or our competitor

260、s;actual or anticipated variations in quarterly operating results;conditions or trends in our business industries;announcements by us of significant contracts,acquisitions,strategic partnerships,joint ventures or capital commitments;additions or departures of key personnel;sales of our common stock;

261、and general stock market price and volume fluctuations of publicly-traded,and particularly microcap,companies.Investors may have difficulty reselling shares of our common stock,either at or above the price they paid for our stock,or even at fair market value.The stock markets oftenexperience signifi

262、cant price and volume changes that are not related to the operating performance of individual companies,and because our common stock is thinly traded it isparticularly susceptible to such changes.These broad market changes may cause the market price of our common stock to decline regardless of how w

263、ell we perform as acompany.In addition,there is a history of securities class action litigation following periods of volatility in the market price of a companys securities.Although there is no suchlitigation currently pending or threatened against us,such a suit against us could result in the incur

264、sion of substantial legal fees,potential liabilities and the diversion ofmanagements attention and resources from our business.Moreover,and as noted below,our shares are currently traded on the OTC Link(OTC Pink tier)and,further,aresubject to the penny stock regulations.Price fluctuations in such sh

265、ares are particularly volatile and subject to potential manipulation by market-makers,short-sellers and optiontraders.Item 4.USE OF PROCEEDS The Company will use the proceeds from the sale of the Shares for general corporate and working capital purposes and acquisitions of assets,businesses or opera

266、tions or forother purposes that the Board of Directors,in good faith,deem to be in the best interest of the Company.Item 5.DETERMINATION OF OFFERING PRICE We have not set an offering price for the shares registered hereunder,as the only shares being registered are those sold pursuant to the GHS Fina

267、ncing Agreement.GHS maysell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale,at varying prices or at negotiatedprices.Item 6.DILUTION Not applicable.The shares registered under this registration statement are no

268、t being offered for purchase.The shares are being registered on behalf of our selling shareholderspursuant to the GHS Financing Agreement.Item 7.SELLING SECURITY HOLDER The selling stockholder identified in this prospectus may offer and sell up to 4,000,000,000 shares of our common stock,which consi

269、sts of shares of common stock to be soldby GHS pursuant to the Financing Agreement.If issued presently,the shares of common stock registered for resale by GHS would represent 32.13%of our issued andoutstanding shares of common stock as of April 24,2025.We may require the selling stockholder to suspe

270、nd the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event thatmakes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents ino

271、rder to make statements in those documents not misleading.The selling stockholder identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under thecolumn“Shares of Common Stock Being Offered”in the table below.202025

272、/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm21/67 GHS will be deemed to be an underwriter within the meaning of the Securities Act.Any profits realized by such selling stockholder may be deem

273、ed to be underwritingcommissions.Information concerning the selling stockholder may change from time to time and,if necessary,we will amend or supplement this prospectus accordingly.We cannot give anestimate as to the number of shares of common stock that will actually be held by the selling stockho

274、lder upon termination of this offering,because the selling stockholders mayoffer some or all of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock.The total number of shares that may besold,hereunder,will not exceed the number of shares o

275、ffered,hereby.Please read the section entitled“Plan of Distribution”in this prospectus.The manner in which the selling stockholder acquired or will acquire shares of our common stock is discussed below under“The Offering.”The following table sets forth the name of each selling stockholder,the number

276、 of shares of our common stock beneficially owned by such stockholder before this offering,thenumber of shares to be offered for such stockholders account and the number and(if one percent or more)the percentage of the class to be beneficially owned by suchstockholder after completion of the offerin

277、g.The number of shares owned are those beneficially owned,as determined under the rules of the SEC,and such information is notnecessarily indicative of beneficial ownership for any other purpose.Under such rules,beneficial ownership includes any shares of our common stock as to which a person hassol

278、e or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days,through the exercise of any option,warrant or right,through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of

279、 a trust,discretionary account or similararrangement,and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options,warrants or other rights,but are not deemed outstanding for computing the percentage of any oth

280、er person.Beneficial ownership percentages are calculated based on8,450,615,922 shares of our common stock outstanding as of April 24,2025.Unless otherwise set forth below,(a)the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth o

281、pposite theselling stockholders name,subject to community property laws,where applicable,and(b)no selling stockholder had any position,office or other material relationship withinthe past three years,with us or with any of our predecessors or affiliates.The number of shares of common stock shown as

282、beneficially owned before the offering is based oninformation furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.SharesOwned bythe SellingStockholders Shares ofCommonStock Number of Shares

283、tobe Owned by SellingStockholder After theOffering and Percentof Total Issued andOutstanding Shares Name of Selling Stockholder before theOffering(1)BeingOffered#ofShares(2)%ofClass(2)GHS Investments LLC(3)0 4,000,000,000(4)0 0%Notes:(1)Beneficial ownership is determined in accordance with Securitie

284、s and Exchange Commission rules and generally includes voting or investment power with respect toshares of common stock.Shares of common stock subject to options,warrants and convertible debentures currently exercisable or convertible,or exercisable or convertiblewithin 60 days,are counted as outsta

285、nding.The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject toadjustment depending on,among other factors,the future market price of our common stock,and could be materially less or more than the number estimated in the table.(2)Because the

286、 selling stockholders may offer and sell all or only some portion of the 4,000,000,000 shares of our common stock being offered pursuant to this prospectus andmay acquire additional shares of our common stock in the future,we can only estimate the number and percentage of shares of our common stock

287、that any of the sellingstockholders will hold upon termination of the offering.(3)Mark Grober exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by GHS Investments LLC.(4)Consists of up to 4,000,000,000 shares of common stock to be sold

288、by GHS pursuant to the Financing Agreement.212025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm22/67 THE OFFERING On April 11,2025,we entered into an Equity Financing Agreement(the“Financing Ag

289、reement”)with GHS Investments LLC(“GHS”).Although we are not mandated to sellshares under the Financing Agreement,the Financing Agreement gives us the option to sell to GHS,up to$10,000,000 worth of our common stock over the period endingtwenty-four(24)months after the date this Registration Stateme

290、nt is deemed effective.The$10,000,000 was stated as the total amount of available funding in the FinancingAgreement because this was the maximum amount that GHS agreed to offer us in funding.There is no assurance the market price of our common stock will increase in thefuture.The number of common sh

291、ares that remain issuable may not be sufficient,dependent upon the share price,to allow us to access the full amount contemplated under theFinancing Agreement.If the bid/ask spread remains the same,we will not be able to place a put for the full commitment under the Financing Agreement.Based on the

292、lowestVWAP of our common stock during the ten(10)consecutive trading day period preceding April 24,2025,of approximately$0.0002,the registration statement covers the offerand possible sale of$640,000 worth of our shares.The purchase price of the common stock will be set at eighty percent(80%)of the

293、lowest average daily volume weighted average trading price of the common stock during theten(10)consecutive trading day period immediately preceding the date on which the Company delivers a put notice to GHS.In addition,there is an ownership limit for GHS of4.99%.GHS is not permitted to engage in sh

294、ort sales involving our common stock during the term of the commitment period.In accordance with Regulation SHO,however,sales ofour common stock by GHS after delivery of a put notice of such number of shares reasonably expected to be purchased by GHS under a put will not be deemed a short sale.In ad

295、dition,we must deliver the other required documents,instruments and writings required.GHS is not required to purchase the put shares unless:Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared eff

296、ective;we shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities;and we shall have filed all requisite reports,notices,and other documents with the SEC in a timely manner.As we draw down on the equity line of

297、credit,shares of our common stock will be sold into the market by GHS.The sale of these shares could cause our stock price to decline.In turn,if our stock price declines and we issue more puts,more shares will come into the market,which could cause a further drop in our stock price.You should be awa

298、re thatthere is an inverse relationship between the market price of our common stock and the number of shares to be issued under the equity line of credit.If our stock price declines,we will be required to issue a greater number of shares under the equity line of credit.We have no obligation to util

299、ize the full amount available under the equity line of credit.Neither the Financing Agreement nor any of our rights or GHSs rights thereunder may be assigned to any other person.222025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1

300、679817/000164117225008077/forms-1.htm23/67 Item 8.PLAN OF DISTRIBUTION Each of the selling stockholders named above and any of their pledgees and successors-in-interest may,from time to time,sell any or all of their shares of common stock onOTC Markets or any other stock exchange,market or trading f

301、acility on which the shares of our common stock are traded or in private transactions.These sales may be at fixedprices and prevailing market prices at the time of sale,at varying prices or at negotiated prices.The selling stockholders may use any one or more of the following methodswhen selling sha

302、res:ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate thetransaction;purchases by a broker-deal

303、er as principal and resale by the broker-dealer for its account;privately negotiated transactions;broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;a combination of any such methods of sale;or Broker-dealers engaged by th

304、e selling stockholders may arrange for other brokers-dealers to participate in sales.Broker-dealers may receive commissions or discounts from theselling stockholders(or,if any broker-dealer acts as agent for the purchaser of shares,from the purchaser)in amounts to be negotiated,but,except as set for

305、th in a supplementto this prospectus,in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440;and in the case of a principaltransaction a markup or markdown in compliance with FINRA IM-2440.GHS is an underwriter within the meaning of t

306、he Securities Act of 1933 and any broker-dealers or agents that are involved in selling the shares may be deemed to be“underwriters”within the meaning of the Securities Act of 1933 in connection with such sales.In such event,any commissions received by such broker-dealers or agents andany profit on

307、the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.GHS has informed usthat it does not have any written or oral agreement or understanding,directly or indirectly,with any person to distribute the common stock of our c

308、ompany.Pursuant to arequirement by FINRA,the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not be greater than 8%of the grossproceeds received by us for the sale of any securities being registered pursuant to Rule 415 promulgated under the Securit

309、ies Act of 1933.Discounts,concessions,commissions and similar selling expenses,if any,attributable to the sale of shares will be borne by the selling stockholder.The selling stockholder mayagree to indemnify any agent,dealer,or broker-dealer that participates in transactions involving sales of the s

310、hares if liabilities are imposed on that person under the SecuritiesAct of 1933.We are required to pay certain fees and expenses incurred by us incident to the registration of the shares covered by this prospectus.We have agreed to indemnify the sellingstockholders against certain losses,claims,dama

311、ges and liabilities,including liabilities under the Securities Act of 1933.We will not receive any proceeds from the resale ofany of the shares of our common stock by the selling stockholders.We may,however,receive proceeds from the sale of our common stock under the Financing Agreement withGHS.Neit

312、her the Financing Agreement with GHS nor any rights of the parties under the Financing Agreement with GHS may be assigned or delegated to any other person.We have entered into an agreement with GHS to keep this prospectus effective until GHS has sold all of the common shares purchased by it under th

313、e Financing Agreement andhas no right to acquire any additional shares of common stock under the Financing Agreement.The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.In addition,in certain states,the resaleshares

314、 may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement isavailable and is complied with.Under applicable rules and regulations under the Securities Exchange Act of 1934,any person engaged in t

315、he distribution of the resale shares may not simultaneously engage inmarket making activities with respect to the common stock for the applicable restricted period,as defined in Regulation M,prior to the commencement of the distribution.Inaddition,the selling stockholders will be subject to applicab

316、le provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder,including RegulationM,which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any other person.We will make copies of this prospectusavailable to the s

317、elling stockholders.232025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htm24/67 Item 9.DESCRIPTION OF SECURITIES TO BE REGISTERED General We are authorized to issue 15,990,000,000 shares of commo

318、n stock,par value$0.001,of which 8,450,615,922 shares are issued and outstanding as of April 24,2025.Eachholder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders,including the election ofDirectors.The holders of s

319、hares of common stock have no preemptive,conversion,subscription or cumulative voting rights.There is no provision in our Articles ofIncorporation or By-laws that would delay,defer,or prevent a change in control of our Company.Dividends We have not paid any cash dividends to our shareholders.The dec

320、laration of any future cash dividends is at the discretion of our board of directors and depends upon ourearnings,if any,our capital requirements and financial position,our general economic conditions,and other pertinent conditions.It is our present intention not to pay any cashdividends in the fore

321、seeable future,but rather to reinvest earnings,if any,in our business operations.Warrants and Options Currently,there are no warrants or options outstanding;nor are there any other equity or debt securities convertible into common stock other than disclosed in the“ConvertibleNote”paragraph above.Nev

322、ada Anti-Takeover Laws As a Nevada corporation,we are subject to certain anti-takeover provisions that apply to public corporations under Nevada law.Pursuant to Section 607.0901 of the NevadaBusiness Corporation Act,or the Nevada Act,a publicly held Nevada corporation may not engage in a broad range

323、 of business combinations or other extraordinary corporatetransactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation(excluding shares held by the interestedshareholder),unless:the transaction is approved by a majority of disi

324、nterested directors before the shareholder becomes an interested shareholder;the interested shareholder has owned at least 80%of the corporations outstanding voting shares for at least five years preceding the announcement date of any suchbusiness combination;the interested shareholder is the benefi

325、cial owner of at least 90%of the outstanding voting shares of the corporation,exclusive of shares acquired directly from thecorporation in a transaction not approved by a majority of the disinterested directors;or the consideration paid to the holders of the corporations voting stock is at least equ

326、al to certain fair price criteria.An interested shareholder is defined as a person who,together with affiliates and associates,beneficially owns more than 10%of a corporations outstanding voting shares.Wehave not made an election in our amended Articles of Incorporation to opt out of Section 607.090

327、1.In addition,we are subject to Section 607.0902 of the Nevada Act which prohibits the voting of shares in a publicly held Nevada corporation that are acquired in a control shareacquisition unless(i)our board of directors approved such acquisition prior to its consummation or(ii)after such acquisiti

328、on,in lieu of prior approval by our board of directors,the holders of a majority of the corporations voting shares,exclusive of shares owned by officers of the corporation,employee directors or the acquiring party,approve thegranting of voting rights as to the shares acquired in the control share ac

329、quisition.A control share acquisition is defined as an acquisition that immediately thereafter entitles theacquiring party to 20%or more of the total voting power in an election of directors.242025/5/8 17:03sec.gov/Archives/edgar/data/1679817/000164117225008077/forms-1.htmhttps:/www.sec.gov/Archives

330、/edgar/data/1679817/000164117225008077/forms-1.htm25/67 Penny Stock Considerations Our shares will be“penny stocks”as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than$5.00 per share.Thus,our shares will be subject to rules that

331、 impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.Under the penny stock regulations,a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding

332、the purchaser and must receive the purchasers written consent to the transaction prior to the sale,unless the broker-dealer is otherwise exempt.In addition,under the penny stock regulations,the broker-dealer is required to:Deliver,prior to any transaction involving a penny stock,a disclosure schedul

333、e prepared by the Securities and Exchange Commission relating to the penny stockmarket,unless the broker-dealer or the transaction is otherwise exempt;Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer