Post-Qualification Offering Circular Amendment No. 1

File No. 024-12580

OFFERING CIRCULAR

New Generation Consumer Group Inc.

Up to 1,010,250,000 Shares of Common Stock Offered by the Company

Up to 303,000,000 Shares of Common Stock Offered by Selling Shareholders

This Post-Qualification Offering Circular Amendment No. 1 amends the Offering Circular of New Generation Consumer Group, Inc., a Delaware corporation (the “Company”), dated June 24, 2025, and as may be amended and supplemented from time to time, to: (1) to reflect a 1-for-20 reverse split (the “Reverse Split”) of our company’s common stock that became effective March 4, 2026; (2) to revise upward the number of shares of Company common stock to be offered by our company to 1,010,250,000 shares (the “Company Offered Shares”); (3) to revise upward the number of shares of Company common stock to be offered by Selling Shareholders to 303,000,000 shares (the “Selling Shareholder Offered Shares”); and (4) to revise the offering price of the 956,319,840 Company Offered Shares that remain unsold (the “Remaining Company Offered Shares”) and the 298,000,000 Selling Shareholder Offered Shares that remain unsold (the “Remaining Selling Shareholder Offered Shares”) to $[0.0007-0.0014].

This Offering Circular reflects a 1-for-20 reverse split (the Reverse Split) of our company’s common stock that became effective March 4, 2026 (historical share numbers herein have been restated to reflect the Reverse Split).

Company Offered Shares. By this Offering Circular, the Company is offering for sale a maximum of 1,010,250,000 Company Offered Shares, of which 53,930,160 shares have been sold and of which 956,319,840 shares, the Remaining Company Offered Shares, at a fixed price of $[0.0007-0.0014] per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). A minimum purchase of $5,000 of the Company Offered Shares is required in this offering; any additional purchase must be in an amount of at least $1,000. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Company Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Company Offered Shares will not be entitled to a refund and could lose their entire investments.

Selling Shareholder Offered Shares. Also by this Offering Circular, the Selling Shareholders are offering for sale a maximum of 303,000,000 Selling Shareholder Offered Shares, of which 5,000,000 shares have been sold, and 298,000,000 shares, the Remaining Selling Shareholder Offered Shares, at a fixed price of $[0.0007-0.0014]. Currently, $489,700 of principal amount convertible notes (including prior-converted portions of notes, the “Subject Convertible Notes”), are convertible into shares of Company common stock (the shares of our common stock issued upon conversion of the Subject Convertible Notes are referred to sometimes as the “Conversion Shares” and are also referred to sometimes as the Selling Shareholder Offered Shares or the Remaining Selling Shareholder Offered Shares). As of the date of this Post-Qualification Offering Circular Amendment No. 1, $30,000 of principal of the Subject Convertible Notes has been converted into a total of 5,000,000 Conversion Shares, all of which have been sold. Following each issuance of Conversion Shares, we intend to file a supplement to this Offering Circular pursuant to Rule 253(g)(2), wherein the exact number of Conversion Shares issued in payment of the Subject Convertible Notes will be disclosed. We will not receive any of the proceeds from the sale of the Selling Shareholder Offered Shares in this offering. A minimum purchase of $5,000 of the Selling Shareholder Offered Shares is required in this offering; any additional purchase must be in an amount of at least $1,000. We will pay all of the expenses of this offering (other than discounts and commissions payable with respect to the Selling Shareholder Offered Shares sold in the offering, if any). Our company will not be involved in any manner in the sales of the Selling Shareholder Offered Shares by the Selling Shareholder. (See “Use of Proceeds,” “Plan of Distribution” and “Selling Shareholder”).

Risk Factors. Please see the “Risk Factors” section, beginning on page 5, for a discussion of the risks associated with a purchase of the Offered Shares.

Offering Period. This offering commenced on June 24, 2025, and will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) March 1, 2027, and (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See “Plan of Distribution”).

Offering Terms. The terms of this offering were determined arbitrarily by our company. The offering price for the Offered Shares does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares should not be considered as an indication of any intrinsic value of such securities. (See “Risk Factors—Risks Related to a Purchase of Offered Shares” and “Dilution”).

Inasmuch as there is no stated minimum offering, we will not conduct “closings,” per se, on a scheduled basis; rather, we expect that we will complete subscription transactions with investors as subscription agreements are received, then approved, by us.

There is no escrow established for the proceeds from sales of the Company Offered Shares in this offering. (See “Risk Factors—Risks Related to a Purchase of Offered Shares,” “Plan of Distribution” and “Selling Shareholders”).

Other Information. Our common stock is quoted in the over-the-counter under the symbol “NGCG” in the OTC Pink marketplace of OTC Link. On March 18, 2026, the closing price of our common stock was $0.00215 per share.

Investing in the Offered Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series A-2 Preferred Stock, which preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. Each share of the Series A-2 Preferred Stock is entitled to 3,000 votes. Our Chief Executive Officer, Jacob DiMartino, owns 100% of the outstanding shares of the Series A-2 Preferred Stock, which ownership provides voting control of our company. Such ownership provides Mr. DiMartino with control of the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares”).

THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Offered Shares.

No sale may be made to you in this offering if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution-State Law Exemption” and “Offerings to Qualified Purchasers-Investor Suitability Standards” (page 2). Before making any representation that you satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

The date of this Post-Qualification Offering Circular Amendment No. 1 is March 19, 2026.

FOR FLORIDA RESIDENTS:

PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA STATUTES, FLORIDA INVESTORS HAVE A THREE-DAY RIGHT OF RESCISSION. IF A FLORIDA INVESTOR HAS EXECUTED A SUBSCRIPTION AGREEMENT AND TENDERED THE CONSIDERATION FOR THE PURCHASE, HE MAY ELECT, WITHIN THREE BUSINESS DAYS AFTER SIGNING THE SUBSCRIPTION AGREEMENT OR BEING FIRST NOTIFIED OF THIS RIGHT, WHICHEVER IS LATER, TO WITHDRAW FROM THE SUBSCRIPTION AGREEMENT AND RECEIVE A FULL REFUND AND RETURN (WITHOUT INTEREST) OF ANY MONEY PAID BY HIM. A FLORIDA INVESTOR’S WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, A FLORIDA INVESTOR NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS MEMORANDUM INDICATING HIS INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM MUST BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IF A FLORIDA INVESTOR SENDS A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO AN OFFICER OF THE COMPANY TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME AND DATE WHEN IT IS MAILED. SHOULD A FLORIDA INVESTOR MAKE THIS REQUEST ORALLY, HE SHOULD ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED. THE FOREGOING IS INTENDED TO CONSTITUTE THE NOTICE REQUIRED UNDER THE FLORIDA STATUTES. ACCORDINGLY, EACH PURCHASER WILL HAVE THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO VOID HIS PURCHASE OF THESE SECURITIES.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

OFFERING CIRCULAR SUMMARY

The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to New Generation Consumer Group, Inc., a Delaware corporation, including its subsidiary, Signature Apps, Inc., a Colorado corporation.

Our Company

History. Our company was incorporated on February 15, 1989, under the laws of the State of Delaware as Nassau Ventures, Inc. On March 24, 1997, our corporate name changed to MegaWorld, Inc. On June 28, 2000, and March 31, 2005, we filed certificates for renewal and revival of our company charter in Delaware.

On June 17, 2005, our corporate name changed to Power Sports Factory, Inc., in conjunction with a merger transaction by which our company acquired Power Sports Factory, Inc., a Delaware corporation [See Note 1 below], then changed back to MegaWorld, Inc., due to a scrivener’s error.

On February 22, 2006, our corporate name changed to Heringrat 478, Inc. On January 20, 2009, we filed a certificate for renewal and revival of our company charter in Delaware. On May 18. 2010, our corporate name changed United Music & Media Group, Inc. On June 17, 2014, we filed a certificate for renewal and revival of our company charter in Delaware. On August 22, 2014, we filed certificates of designation with respect to our Series A-1 Convertible Preferred Stock and our Series A-2 Preferred Stock. On September 9, 2014, our corporate name changed to New Generation Consumer Group, Inc. On August 15, 2016, our corporate name changed to Urban Mining Ventures, Inc., but was changed back to New Generation Consumer Group, Inc., on November 22, 2016. On April 12, 2022, we filed a certificate for renewal and revival of our company charter in Delaware.

Change in Control. On December 31, 2024, our current sole officer and director, Jacob DiMartino, acquired control of our company from USA Financial Holdings, Inc., for a cash payment in the amount of $80,000. Effective December 31, 2024, we acquired Signature Apps, Inc., a Colorado corporation (“Signature Apps”), from Raadr, Inc., a publicly-traded Nevada corporation (symbol: RDAR). Signature Apps is our only operating subsidiary. Mr. DiMartino served as the sole officer and director of RDAR from 2015 until October 2024.

Business Plan. Upon the acquisition of Signature Apps, our Board of Directors adopted the business plan of Signature Apps: to operate as a forward-thinking company dedicated to providing customized application and web development solutions, by leveraging cutting-edge technology and exceptional customer service to deliver high-quality, efficient, and scalable software tailored to diverse client needs. (See “Business”).

Offering Summary

This Offering Circular reflects a 1-for-20 reverse split (the Reverse Split) of our company’s common stock that became effective March 4, 2026 (historical share numbers herein have been restated to reflect the Reverse Split).

Continuing Reporting Requirements Under Regulation A

As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering.

During the pendency of this offering and, for at least one year following this offering, we intend to continue to file periodic financial reports and other supplemental reports with the SEC, pursuant to Regulation C of the SEC, which will be available at www.sec.gov. In the near future, we intend to apply for inclusion in the OTCID market of OTC Markets. Upon inclusion in the OTCID market, will be required to filed quarterly and annual financial reports and other supplemental reports with OTC Markets, which will be available at www.otcmarkets.com.

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

RISK FACTORS

An investment in the Offered Shares involves substantial risks. You should carefully consider the following risk factors, in addition to the other information contained in this Offering Circular, before purchasing any of the Offered Shares. The occurrence of any of the following risks might cause you to lose a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. (See “Cautionary Statement Regarding Forward-Looking Statements”).

Risks Related to Our Company

For a significant period of time prior to our December 2024 acquisition of Signature Apps, we were a “shell company,” as defined by Rule 405 of the Securities Act of 1933, as amended, and Rule 12b-2 of the Securities Exchange Act of 1934. We have only recently begun to emerge from “shell company” status and, due to the fact that Signature Apps is a development-stage business, there is no assurance that we will ever generate revenues from our business operations or that we will ever earn a profit or that we will ever, in fact, cease to be identified as a “shell company” for purposes of Rule 144. Further, any losses reported by us in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

Rule 144 safe harbor is unavailable for the resale of shares issued by us, unless and until we have satisfied the requirements of Rule 144(i)(1)(2). In our past, we have been a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. Pursuant to Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144.

The term “Form 10 information” means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company, like our company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. There is no assurance that our shareholders will ever be able to avail themselves of the Rule 144 safe harbor.

There is doubt about our ability to continue as a viable business. We have not earned a profit from our operations during recent financial periods. There is no assurance that we will ever earn a profit from our operations in future financial periods.

We may be unable to obtain sufficient capital to implement our full plan of business. Currently, we do not have sufficient financial resources with which to establish our growth strategies. There is no assurance that we will be able to obtain sources of financing, including in this offering, in order to satisfy our working capital needs.

We do not have a successful operating history. For a significant period of time before our acquisition of Signature Apps, we generated no revenues and incurred a net loss from operations. Because Signature Apps has never earned a profit, an investment in the Offered Shares speculative in nature. Because of this lack of operating success, it is difficult to forecast our future operating results. Additionally, our operations will be subject to risks inherent in the implementation of new business strategies, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing greater awareness. Our performance and business prospects will suffer if we are unable to overcome the following challenges, among others:

There are risks and uncertainties encountered by under-capitalized companies. As an under-capitalized company, we are unable to offer assurance that we will be able to overcome our lack of capital, among other challenges.

We may not be successful in establishing our computer applications business model. We are unable to offer assurance that we will be successful in exploiting our computer applications business model. Should we fail to do so, you can expect to lose your entire investment in the Offered Shares.

We may never earn a profit in future financial periods. Because we lack a successful operating history, we are unable to offer assurance that we will ever earn a profit in future financial periods.

If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.

We currently depend on the efforts of Chief Executive Officer; the loss of this executive officer could disrupt our operations and adversely affect the further development of our business. Our success in establishing implementing our beverage business strategies will depend, primarily, on the continued service of our Chief Executive Officer, Jacob DiMartino. The loss of service of Mr. DiMartino, for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. We have not entered into employment agreements with Mr. DiMartino. We have not purchased any key-man life insurance.

If we are unable to recruit and retain key personnel, our business may be harmed. If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

Our business strategies are not based on independent market studies. We have not commissioned any independent market studies with respect to the software applications industry. Rather, our plans for implementing our business and achieving profitability are based on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in establishing our business.

Our Board of Directors may change our policies without shareholder approval. Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Business

We rely substantially on third-party platforms to make our app available to users and to collect revenue.

Our application is distributed through the main platform providers, including Apple and Google, which also provide us valuable information and data, such as the rankings of our app. Substantially all of our revenue is generated by users using those platforms. Consequently, our expansion and prospects depend on our continued relationships with these providers, and any emerging platform providers that are widely adopted by our target user base in the geographic markets in which we operate.

We are subject to the standard terms and conditions that these platform providers have for application developers, which govern the promotion, distribution and operation of applications on their platforms, and which the platform providers can change unilaterally on short or no notice. Our business would be harmed if:

If alternative platforms increase in popularity, we could be adversely impacted if we fail to create compatible versions of our app in a timely manner, or if we fail to establish a relationship with such alternative platforms. Likewise, if our existing platform providers alter their operating platforms or browsers, we could be adversely impacted as our offerings may not be compatible with the altered platforms or browsers or may require significant and costly modifications in order to become compatible. If our platform providers were to develop competitive offerings, either on their own or in cooperation with one or more competitors, our growth prospects could be negatively impacted. If our platform providers do not perform their obligations in accordance with our platform agreements, we could be adversely impacted.

In the past, some of these providers’ platforms have been unavailable for short periods of time or experienced issues with certain features. If such events occur on a prolonged basis or other similar issues arise that impact users’ ability to download our app or access social features, it could have a material adverse effect on our revenue, operating results, and reputation.

Our business depends on the protection of our proprietary information and our owned and licensed intellectual property.

We believe that our success depends in part on protecting our owned and licensed intellectual property in the United States and other countries. Our intellectual property includes certain patents, trademarks and copyrights relating to our app, and proprietary or confidential information that is not subject to formal intellectual property protection. Our success may depend, in part, on our ability to protect the trademarks, trade dress, names, logos, or symbols under which we market our app and to obtain and maintain patent, copyright, and other intellectual property protection for the technologies, designs, software, and innovations used in our app and our business. We cannot assure that we will be able to build and maintain consumer value in our proprietary trademarks and copyrights or otherwise protect our technologies, designs, software, and innovations or that any patent, trademark, copyright, or other intellectual property right will provide us with competitive advantages.

We also rely on trade secrets and proprietary knowledge. We enter into confidentiality agreements with our employees and independent contractors regarding our trade secrets and proprietary information, but we cannot assure that the obligation to maintain the confidentiality of our trade secrets and proprietary information will be honored by such individuals.

In the future we may make claims of infringement against third parties or make claims that third-party intellectual property rights are invalid or unenforceable. These claims could cause us to incur greater costs and expenses in the protection of our intellectual property and could potentially negatively impact our intellectual property rights, for example, by causing one or more of our intellectual property rights to be ruled or rendered unenforceable or invalid.

Despite our efforts to protect our intellectual property rights, the steps we take in this regard might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors or other third parties.

The intellectual property rights of others may prevent us from developing new app and/or entering new markets or may expose us to liability or costly litigation.

Our success depends in part on our ability to continually adapt our app to incorporate new technologies as well as intellectual property related to app mechanics and procedures, and to expand into markets that may be created by these new developments. If technologies are protected by the intellectual property rights of our competitors or other third parties, we may be prevented from introducing additional features based on these technologies or expanding into markets created by these technologies.

We cannot assure that our business activities and our app will not infringe upon the proprietary rights of others, or that other parties will not assert infringement claims against us. A successful claim of infringement by a third party against us, our app or one of our licensees in connection with the use of our technologies, app mechanics or procedures, or an unsuccessful claim of infringement made by us against a third party or its products or apps, could adversely affect our business or cause us financial harm. Any such claim and any resulting litigation, should it occur, could:

Our success depends upon our ability to acquire and retain users, as well as adapt to and offer features that keep pace with changing technology and evolving industry standards.

Our ability to acquire and retain users is largely driven by our success in maintaining and improving our app. To satisfy users, we need to continue to improve useful features that are more attractive than those of our competitors. This will require us to, among other things, continue to improve our technology, app mechanics, and procedures to optimize search results for our app, tailor our app offerings to additional geographic and demographic market segments, and improve the user-friendliness of our app. Our ability to anticipate or respond to changing technology and evolving industry standards and to develop and introduce new and enhanced app features on a timely basis, or at all, is a significant factor affecting our ability to remain competitive and expand and attract new users. We cannot assure that we will have the financial and technical resources needed to introduce new features on a timely basis, or at all.

Further, as technological or regulatory standards change and we modify our app to comply with those standards, we may need users to take certain actions to continue using the app, performing age-gating checks or accepting new terms and conditions. Users may stop using our app at any time.

Our users depend on our support organization to resolve any issues relating to our app. Our ability to provide effective support is largely dependent on our ability to attract, resource, and retain employees who are not only qualified to support users, but are also well versed in our app. Any failure to maintain high-quality support, or a market perception that we do not maintain high-quality support, could harm our reputation, adversely affect our ability to retain users, and adversely impact our results of operations, cash flows, and financial condition.

Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions and other penalties.

We collect, process, store, use, and share data, some of which contains limited personal information. Consequently, our business is subject to a number of U.S. and international laws and regulations governing data privacy and security, including with respect to the collection, storage, use, transmission, sharing, and protection of personal information and other consumer data. Such laws and regulations may be inconsistent among countries or conflict with other rules.

We are subject to U.S. federal and state and foreign laws related to the privacy and protection of user data. Such regulations, such as the General Data Protections Regulation (“GDPR”) from the European Union (“EU”) and the California Consumer Privacy Act, which became effective on January 1, 2020, are new, untested laws and regulations that could affect our business, and the potential impact is unknown. See “Our business- Regulation of the industry.” We believe we have been and continue to be in compliance with the requirements of the GDPR since the regulation went into effect in 2018. In general, we do not store personal private information given that all payment processing occurs through third-party platforms, such as Apple, and Google.

There currently are a number of other proposals related to data privacy and security pending before several legislative and regulatory bodies. For example, the European Union is contemplating the adoption of the Regulation on Privacy and Electronic Communications (the “e-Privacy Regulation”). While this regulation was planned to take effect simultaneously with GDPR, it is currently still being debated and discussed by the EU member states. The e-Privacy Regulation focuses on the privacy of electronic communications and, in that respect, it contains new rules for direct marketing activities. It is highly likely that these rules will lead to new consent requirements.

Efforts to comply with these and other data privacy and security restrictions that may be enacted could require us to modify our data processing practices and policies, incorporate privacy by design into our app, and will significantly increase the cost of our operations. Failure to comply with such restrictions could subject us to criminal and civil sanctions and other penalties. In part due to the uncertainty of the legal climate, complying with regulations, and any applicable rules or guidance from self-regulatory organizations relating to privacy, data protection, information security, and consumer protection, may result in substantial costs and may necessitate changes to our business practices, which may compromise our growth strategy, adversely affect our ability to attract or retain users, and otherwise adversely affect our business, financial condition, and operating results.

Any failure or perceived failure by us to comply with our posted privacy policies or terms of use, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to us may limit the adoption and use of, and reduce the overall demand for our app.

Additionally, if third parties we work with violate applicable laws, regulations, or agreements, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry, or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements or to modify their enforcement or investigation activities, which may increase our costs and risks.

Security breaches or other disruptions could compromise our information or the information of our users. If we sustain cyber-attacks or other security incidents that result in data breaches, we could suffer a loss of users and associated revenue, increased costs, exposure to significant liability, reputational harm, and other negative consequences.

Our business sometimes involves the storage, processing, and transmission of certain proprietary, confidential, and personal information of our users. We also maintain certain other proprietary and confidential information relating to our business and personal information of our personnel. Despite our security measures, our information technology may be subject to cyber-attacks, viruses, malicious software, break-ins, theft, computer hacking, employee error or malfeasance, or other security breaches. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks. Experienced computer programmers and hackers may be able to penetrate our security controls and misappropriate or compromise sensitive personal, proprietary, or confidential information, create system disruptions, or cause shutdowns. They also may be able to develop and deploy malicious software programs that attack our systems or otherwise exploit any security vulnerabilities.

Our systems and the data stored on those systems may also be vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect our systems, the data stored on those systems, and the data of our business partners. Further, third parties, such as hosted solution providers, that provide services to us, could also be a source of security risks in the event of a failure of their own security systems and infrastructure. An increasing number of online services have disclosed security breaches, some of which have involved sophisticated and highly targeted attacks on portions of their services. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not foreseeable or recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach or incident that we experience could result in unauthorized access to, misuse of, or unauthorized acquisition of our or our users’ data, the loss, corruption or alteration of this data, interruptions in our operations, or damage to our computers or systems or those of our users or third-party platforms. Any of these could expose us to claims, litigation, fines, and potential liability.

The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cyber incident could be significant. Our remediation efforts may not be successful and could result in interruptions, delays or cessation of service, and loss of existing or potential suppliers or users. As threats related to cyber-attacks develop and grow, we may also find it necessary to make further investments to protect our data and infrastructure, which may impact our operations. Although we have insurance coverage for protecting against cyber-attacks, it may not be sufficient to cover all possible claims, and we may suffer losses that could have a material adverse effect on our business. We could also be negatively impacted by existing and proposed laws and regulations, and government policies and practices related to cybersecurity, data privacy, data localization, and data protection in the United States, Canada, the European Union, and other countries.

If an actual or perceived breach of our security occurs, public perception of the effectiveness of our security measures for our app and content could be harmed, and we could lose users. Data security breaches and other data security incidents may also result from non-technical means, for example, actions by employees or contractors. Any compromise of our security could result in a violation of applicable privacy and other laws, regulatory or other governmental investigations, enforcement actions, and legal and financial exposure, including potential contractual liability that is not always limited to the amounts covered by our insurance. Any such compromise could also result in damage to our reputation and a loss of confidence in our security measures. Any of these effects could have a material adverse impact on our results of operations, cash flows, and financial condition.

We operate in a highly competitive industry, and our success depends on our ability to effectively compete.

Mobile applications development is a rapidly evolving industry with low barriers to entry. Businesses can easily launch online or mobile platforms and applications at nominal cost by using commercially available software or partnering with various established companies in these markets, but may not offer the same level of sophistication or capabilities as our app. The market for our app is also characterized by rapid technological developments, frequent launches of new apps and content, changes in user needs and behavior, disruption by innovative entrants, and evolving business models and industry standards. As a result, our industry is constantly changing mobile applications and business models in order to adopt and optimize new technologies, increase cost efficiency, and adapt to user preferences.

If we do not successfully invest in, establish and maintain awareness of our app, if we incur excessive expenses promoting and maintaining our app, or if our app contain defects or objectionable content, our business, financial condition, results of operations, or reputation could be harmed.

We believe that establishing and maintaining our awareness of our app is critical to developing and maintaining favorable relationships with users, platform providers, advertisers, and content licensors, as well as competing for key management and technical talent. Increasing awareness and recognition of our app is particularly important in connection with our strategic focus on developing features based on our own intellectual property and successfully cross-promoting our app. In addition, globalizing and extending awareness and recognition of our app require significant investment and extensive management time to execute successfully. Although we make significant sales and marketing expenditures in connection with the launch of our app, these efforts may not succeed in increasing awareness of our app.

We rely on information technology and other systems, and any failures in our systems or errors, defects, or disruptions in our app could diminish our reputation, subject us to liability, disrupt our business, and adversely impact our results.

We rely on information technology systems that are important to the operation of our business, some of which are managed by third parties. These third parties are typically under no obligation to renew agreements and there is no guarantee that we will be able to renew these agreements on commercially reasonable terms, or at all. These systems are used to process, transmit, and store electronic information, to manage and support our business operations, and to maintain internal control over our financial reporting. In addition, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws, and regulations. We could encounter difficulties in developing new systems, maintaining and upgrading current systems, and preventing security breaches. Among other things, our systems are susceptible to damage, outages, disruptions, or shutdowns due to fire, floods, power loss, break-ins, cyber-attacks, network penetration, denial of service attacks, and similar events. Any failures in our computer systems or telecommunications services could affect our ability to operate our app or otherwise conduct business.

Portions of our information technology infrastructure, including those operated by third parties, may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time-consuming, disruptive, and resource-intensive. We have no control over third parties that provide services to us and those parties could suffer problems or make decisions adverse to our business. We have contingency plans in place to prevent or mitigate the impact of these events. However, such disruptions could materially and adversely impact our ability to deliver app to users and interrupt other processes. If our information systems do not allow us to transmit accurate information, even for a short period of time, to key decision-makers, the ability to manage our business could be disrupted and our results of operations, cash flows, and financial condition could be materially and adversely affected. Failure to properly or adequately address these issues could impact our ability to perform necessary business operations, which could materially and adversely affect our reputation, competitive position, results of operations, cash flows, and financial condition.

Substantially all of our features rely on data transferred over the internet, including wireless internet. Access to the internet in a timely fashion is necessary to provide a satisfactory user experience to the users of our app. Third parties, such as telecommunications companies, could prevent access to the internet or limit the speed of our data transmissions, with or without reason, causing an adverse impact on our user experience that may materially and adversely affect our reputation, competitive position, results of operations, cash flows, and financial condition. In addition, telecommunications companies may implement certain measures, such as increased cost or restrictions based on the type or amount of data transmitted, that would impact consumers’ ability to access our app, which could materially and adversely affect our reputation, competitive position, results of operations, cash flows, and financial condition. Furthermore, internet penetration may be adversely affected by difficult global economic conditions or the cancellation of government programs to expand broadband access.

We may use open source software in a manner that could be harmful to our business.

We use open source software in connection with our technology and app on a limited basis. The original developers of the open source code provide no warranties on such code. Moreover, some open source software licenses require users who distribute open source software as part of their proprietary software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code on unfavorable terms or at no cost. We try to use open source software in a manner that will not require the disclosure of the source code to our proprietary software or prevent us from charging fees to our users for use of our proprietary software. However, we cannot guarantee that these efforts will be successful, and thus, there is a risk that the use of such open source code may ultimately preclude us from charging fees for the use of certain software, require us to replace certain code used in our app, pay a royalty to use some open source code, make the source code of our app publicly available, or discontinue certain features. Our results of operations, cash flows, and financial condition could be adversely affected by any of the above requirements.

Our inability to complete potential acquisition opportunities and integrate those businesses successfully could limit our growth or disrupt our plans and operations.

In the future, we may pursue additional strategic acquisitions to further expand our operations. Our ability to succeed in implementing our strategy will depend to some degree upon our ability to identify and complete commercially viable acquisitions. We cannot assure that acquisition opportunities will be available on acceptable terms, or at all, or that we will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions.

We may not be able to successfully integrate any businesses that we acquire or do so within the intended timeframes. We could face significant challenges in managing and integrating our acquisitions and our combined operations, including acquired assets, operations, and personnel. In addition, the expected cost synergies associated with such acquisitions may not be fully realized in the anticipated amounts or within the contemplated timeframes or cost expectations, which could result in increased costs and have an adverse effect on our prospects, results of operations, cash flows, and financial condition.

Our business may be adversely impacted by reductions in discretionary consumer spending as a result of downturns in the economy, global pandemics, or other factors beyond our control.

Consumer demand for mobile applications, such as ours, is sensitive to downturns in the economy and the corresponding impact on discretionary spending. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, public health concerns or pandemics, such as the COVID-19 coronavirus, the impact of high energy and food costs, the increased cost of travel, decreased disposable consumer income and wealth, political and regulatory uncertainty, or fears of war and future acts of terrorism could further reduce customer demand for the features that we offer and the amounts, if any, our users are willing to spend. These factors could impose practical limits on pricing and negatively impact our results of operations and financial condition.

We rely on skilled employees with creative and technical backgrounds.

We rely on our highly skilled, technically trained, and creative employees to develop new technologies and create innovative features. Such employees, particularly app designers, engineers, and project managers with desirable skill sets are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating, and retaining these individuals. A lack of skilled technical workers could delay or negatively impact our business plans, ability to compete, results of operations, cash flows, and financial condition.

Our results of operations, cash flows, and financial condition could be affected by natural events in the locations in which we or our key platform providers or content suppliers operate.

We may be impacted by severe weather and other geological events, including hurricanes, earthquakes, floods or tsunamis that could disrupt our operations or the operations of our key platform providers or content suppliers. Natural disasters or other disruptions at any of our facilities, those of our key providers, such as Apple and Google, or those of our content suppliers, may impair the operation, development or provision of our app. While we insure against certain business interruption risks, we cannot assure that such insurance will compensate us for any losses incurred as a result of natural or other disasters. Any serious disruption to our operations, or those of our key providers or suppliers could have a material adverse effect on our results of operations, cash flows, and financial condition.

Our results of operations fluctuate due to seasonality and other factors and, therefore, our periodic operating results are not guarantees of future performance.

Our results of operations can fluctuate due to seasonal trends and other factors. User activity is generally slower in the second and third quarters of the year, particularly during the summer months. Certain other seasonal trends and factors that may cause our results to fluctuate include:

Consequently, results for any quarter are not necessarily indicative of the results that may be achieved in another quarter or for the full fiscal year. We cannot assure that the seasonal trends and other factors that have impacted our historical results will repeat in future periods as we do not have the ability to influence these factors.

We are subject to a variety of laws worldwide, many of which are still untested and still developing and which could subject us to further extensive governmental regulation, claims, or otherwise, as well as federal, state, provincial, and local laws affecting business in general, which may harm or restrict our business.

We are subject to a variety of laws in the United States, Canada, and other jurisdictions, including laws regarding consumer protection, intellectual property, virtual items and currency, export, and national security, all of which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside of Canada and the United States. It is also likely that as our business grows and evolves and our app are played in larger volume in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources, modify our app, or block users from a particular jurisdiction, each of which would harm our business, financial condition, and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

It is possible that a number of laws and regulations may be adopted or construed to apply to us in the United States, Canada, and elsewhere that could restrict the online and mobile industries, including user privacy, advertising, taxation, copyright, distribution, and antitrust.

Changes in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial condition and results of operations.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In 2017, the United States enacted comprehensive tax legislation that includes significant changes to the taxation of business entities. These changes include, among others: (i) a permanent reduction to the corporate income tax rate, (ii) a partial limitation on the deductibility of business interest expense, (iii) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base), and (iv) a one-time tax on accumulated offshore earnings held in cash and cash equivalents and illiquid assets, with the latter taxed at a lower rate. Because these tax law changes are relatively new, we are still evaluating the impact that they may have on our business and results of operations in the future. Although at this time we do not expect that the changes will have an overall significant adverse impact on our business and financial condition, we cannot assure you that our business and results of operations will not be adversely affected by these or other changes to tax laws.

Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws and related regulatory guidance. However, the tax benefits that we intend to eventually derive could be undermined due to changing tax laws. In addition, the taxing authorities in Korea and the United States regularly examine income and other tax returns and we expect that they may examine our income and other tax returns. The ultimate outcome of these examinations cannot be predicted with certainty.

Our insurance may not provide adequate levels of coverage against claims.

We believe that we maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.

Risks Related to Compliance and Regulation

We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of Regulation 13D or 13G, nor Regulation 14D. So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers and beneficial holders will only be available through periodic reports we file with OTC Markets.

Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable future; provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (1) 2,000 persons; or (2) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.

The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s common stock for a limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of their shares.

In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.

There may be deficiencies with our internal controls that require improvements. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.

Risks Related to Our Organization and Structure

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for independent board members. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

Our holding company structure makes us dependent on our subsidiaries for our cash flow and could serve to subordinate the rights of our shareholders to the rights of creditors of our subsidiaries, in the event of an insolvency or liquidation of any such subsidiary. Our company acts as a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries. In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.

Risks Related to a Purchase of the Offered Shares

The outstanding share of Series A-2 Preferred Stock preclude current and future owners of our common stock from influencing any corporate decision. Our Chief Executive Officer, Jacob DiMartino, owns 100% of the outstanding share of our Series A-2 Preferred Stock. Each share of the Series A-2 Preferred Stock is entitled to 3,000 votes. Our Chief Executive Officer, Jacob DiMartino, owns 100% of the outstanding shares of the Series A-2 Preferred Stock, which ownership provides voting control of our company. Such ownership provides Mr. DiMartino with control of the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management”).

We are selling this offering on a best-efforts basis and may be unable to sell any Company Offered Shares. This offering is being conducted on a best-efforts basis, that is, this offering is not a firm-commitment, underwritten offering. Rather, we intend to sell the Company Offered Shares through the efforts of our executive officers and directors, who will receive no commissions. There is no guarantee that our executive officers and directors or any other person will be able to sell any of the Company Offered Shares. None of our executive officers and directors has any experience conducting a best-efforts offering. (See “Plan of Distribution”).

There is no minimum offering and no person has committed to purchase any of the Company Offered Shares. We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such amount of proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any of the Company Offered Shares or that we will sell enough of the Company Offered Shares necessary to achieve any of our business objectives. Additionally, no person is committed to purchase any of the Company Offered Shares.

We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.

You may never realize any economic benefit from a purchase of Offered Shares. Because our common stock is volatile and thinly traded, there is no assurance that you will ever realize any economic benefit from your purchase of Offered Shares.

We do not intend to pay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.

Our shares of common stock are Penny Stock, which may impair trading liquidity. Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

Our common stock is thinly traded and its market price may become highly volatile. There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float, relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

The terms of this offering were determined arbitrarily. The terms of this offering were determined arbitrarily by us. The offering price for the Offered Shares does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares should not be considered as an indication of any intrinsic value of such securities. (See “Dilution”).

Our common stock is subject to price volatility unrelated to our operations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock. In general, our officers and directors and major shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.

You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering. If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offered Shares in this offering. (See “Dilution”).

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

DILUTION

Investment Dilution

Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid by purchasers of the Offered Shares in this offering and the net tangible book value per share immediately after completion of this offering. In this offering, dilution is attributable primarily to our negative net tangible book value per share.

If you purchase Remaining Company Offered Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Offered Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of September 30, 2025, was $(634,807) (unaudited), or $(0.0015) per share. Net tangible book value per share is equal to total assets ($116,832) minus the sum of total liabilities ($651,639) and intangible assets ($-0-) divided by the total number of shares outstanding at September 30, 2025 (614,171,955 shares, including 400,000,000 shares issued after the effective date of the Reverse Split).

Without taking into account issuances of shares of our common stock occurring after September 30, 2025, except for the issuance of 400,000,000 shares issued after the effective date of the Reverse Split, after deducting estimated offering expenses payable by us of $10,000, the tables below illustrate the dilution to purchasers of Remaining Company Offered Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the Remaining Company Offered Shares are sold at a per share price of $0.0014.

USE OF PROCEEDS

As of the date of this Offering Circular, we have sold a total of 53,930,160 Company Offered Shares, for an aggregate of $323,581 in proceeds. We have applied such proceeds for sales and marketing and working capital.

The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Remaining Company Offered Shares at a per share price of $0.0014. There is, of course, no guaranty that we will be successful in selling any of the Remaining Company Offered Shares in this offering.

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The table below sets forth the proceeds we would derive from the sale of assuming the sale of 25%, 50%, 75% and 100% of the Remaining Company Offered Shares at a per share price of $0.0014, assuming the payment of no sales commissions or finder’s fees and assuming the payment of expenses associated with this offering of $10,000. There is, of course, no guaranty that we will be successful in selling any of the Remaining Company Offered Shares. All amounts set forth below are estimates.

We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with respect to the beverage industry, general economic conditions and our future revenue and expenditure estimates.

Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing.

PLAN OF DISTRIBUTION

In General

Our company is offering a maximum of 1,010,250,000 Company Offered Shares, including the 956,319,840 Remaining Company Offered Shares, on a best-efforts basis. The Remaining Company Offered Shares are being offered at a fixed price of $[0.0007-0.0014] per Remaining Company Offered Share; any funds derived from this offering will be immediately available to us for our use. There will be no refunds. This offering commenced June 24, 2025, and will terminate at the earliest of (a) the date on which all of the Offered Shares (Remaining Company Offered Shares and Remaining Selling Shareholder Shares) have been sold, (b) March 1, 2027, and (c) the date on which this offering is earlier terminated by us, in our sole discretion.

In addition, the Selling Shareholders are offering up to 303,000,000 Selling Shareholder Offered Shares, including the 298,000,000 Remaining Selling Shareholder Offered Shares. We will not receive any of the proceeds from the sale of the Remaining Selling Shareholder Offered Shares in this offering. We will pay all of the expenses of the offering (other than the discounts and commissions payable with respect to the Remaining Selling Shareholder Offered Shares sold in the offering). Our company will not be involved in manner way in the sales of the Remaining Selling Shareholder Offered Shares by the Selling Shareholders. (See “Selling Shareholder”).

There is no minimum number of Company Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow account during the offering period and no funds will be returned, once an investor’s subscription agreement has been accepted by us.

We intend to sell the Remaining Company Offered Shares in this offering through the efforts of our Chief Executive Officer, Jacob DiMartino. Mr. DiMartino will not receive any compensation for offering or selling the Company Offered Shares. We believe that Mr. DiMartino is exempt from registration as a broker-dealer under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mr. DiMartino:

As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Remaining Company Offered Shares. However, we reserve the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 8.0% of the gross offering proceeds from their sales of the Remaining Company Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions of up to 8.0% on the sale of Remaining Company Offered Shares effected by the broker-dealer.

Procedures for Subscribing

In General. If you are interested in subscribing for Remaining Company Offered Shares in this offering, please submit a request for information by e-mail to Mr. DiMartino at: jacob@sigappco.com; all relevant information will be delivered to you by return e-mail via electronic PDF format. Additionally, this Offering Circular will be available for viewing and download 24 hours per day, 7 days per week on our website at www.sigappco.com, as well as on the SEC’s website, www.sec.gov.

Thereafter, should you decide to subscribe for Remaining Company Offered Shares, you are required to follow the procedures described therein, which are:

Subscription Review Process. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to us and shall have cleared, we have the right to review and accept or reject your subscription, in whole or in part. In determining whether to accept or reject a subscription, we will consider the following factors: whether the subscriber or an affiliate of the subscriber qualifies as a “bad actor” as defined in Rule 262(d) of the SEC; the reputation of the subscriber and its affiliates within the securities industry; our then-current need for a cash investment; the state of the securities markets, in general, and the market for our common stock, in particular.

Within three (3) days after we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to us and shall have cleared, we will notify you of our decision, and the reason therefor, to reject or accept your subscription.

Rejection of Subscriptions. Should we determine to reject your subscription, we will return all monies from your rejected subscription via wire transfer (or such other method as directed by you) within one (1) business day of our notifying you of such determination, without interest or deduction.

Acceptance of Subscriptions. Should we determine to accept your subscription, we will countersign the subscription agreement and, within one (1) business day, issue and deliver the Remaining Company Offered Shares subscribed in accordance with your delivery instructions. Once your subscription has been accepted by us, you may not revoke or change your subscription or request the return of your subscription funds. All accepted subscription agreements are irrevocable.

An investor will become a shareholder of our company, upon our acceptance of our acceptance of a subscription, with the Remaining Company Offered Shares being issued immediately thereafter. For clarity, the subscription settlement will not occur until an investor’s funds have cleared and we accept an investor’s subscription.

By executing the subscription agreement and paying the total purchase price for the Remaining Company Offered Shares subscribed, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets certain minimum financial standards. (See “State Law Exemption and Offerings to Qualified Purchasers” below).

An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Minimum Purchase Requirements

You must initially purchase at least $5,000 of the Remaining Company Offered Shares in this offering. If you have satisfied the minimum purchase requirement, any additional purchase must be in an amount of at least $1,000.

State Law Exemption and Offerings to Qualified Purchasers

State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offered Shares, whether Remaining Company Offered Shares or Remaining Selling Shareholder Offered Shares, in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offered Shares involves substantial risks and possible loss by investors of their entire investments. (See “Risk Factors”).

The Offered Shares (Remaining Company Offered Shares or Remaining Selling Shareholder Offered Shares) have been qualified under the securities laws of Colorado, Delaware and New York, and it is possible that we would determine to qualify Offered Shares (Remaining Company Offered Shares or Remaining Selling Shareholder Offered Shares) in all states. In the case of each state in which Offered Shares (Remaining Company Offered Shares or Remaining Selling Shareholder Offered Shares) are offered and sold, we will qualify the Offered Shares (Remaining Company Offered Shares or Remaining Selling Shareholder Offered Shares) for sale with the applicable state securities regulatory body or the Offered Shares (Remaining Company Offered Shares or Remaining Selling Shareholder Offered Shares) will be offered and sold pursuant to an exemption from registration found in the applicable state’s securities, or Blue Sky, law.

Certain of our company’s offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Company Offered Shares, including the Remaining Company Offered Shares, to others. Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters.

Investor Suitability Standards. The Offered Shares (Remaining Company Offered Shares and Remaining Selling Shareholder Offered Shares) may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

Issuance of the Remaining Company Offered Shares

Upon settlement, that is, at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will either issue such investor’s purchased Company Offered Shares, including the Remaining Company Offering Shares, in book-entry form or issue a certificate or certificates representing such investor’s purchased Company Offered Shares, including the Remaining Company Offering Shares.

Transferability of the Offered Shares

The Offered Shares (Remaining Company Offered Shares and Remaining Selling Shareholder Offered Shares) will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Advertising, Sales and Other Promotional Materials

We have not used, and we do not intend to use, any advertising, sales and other promotional materials outside of this Offering Circular, including “testing the waters” materials under the authorization of Rule 255.

SELLING SHAREHOLDERS

As of the date of this Post-Qualification Offering Circular No. 1, 5,000,000 Conversion Shares have been issued and subsequently sold by the Selling Shareholders for cash at the then-offering fixed price applicable to Selling Shareholders in the total amount of $30,000. The remaining $459,700 of principal amount unconverted Subject Convertible Notes are, by their terms, eligible for conversion into up to 298,000,000 Conversion Shares, at the election of the Selling Shareholders. Following all such issuances, we intend to file a supplement to this Offering Circular pursuant to Rule 253(g)(2), wherein the exact number of Offered Shares issued in payment of the Subject Convertible Notes to be offered by the Selling Shareholders in this offering will be disclosed.

The shareholders named in the table below are the “Selling Shareholders.” The Selling Shareholders intend to sell up to 298,000,000 Remaining Selling Shareholder Offered Shares at the fixed offering price for all of the Offered Shares, $[0.0007-0.00014] per share. The Selling Shareholders are third parties. Our company will not be involved in any manner in the sales of the Remaining Selling Shareholder Offered Shares by the Selling Shareholders.

We will pay all of the expenses of this offering (other than the selling commissions payable with respect to the Selling Shareholder Offered Shares, including the Remaining Selling Shareholder Offered Shares, sold in this offering, if any), but we will not receive any of the proceeds from the sales of Selling Shareholder Offered Shares, including the Remaining Selling Shareholder Offered Shares, in this offering.

None of the Selling Shareholders is associated with a broker-dealer.

The Selling Shareholders intend to sell the Remaining Selling Shareholder Offered Shares in market transactions or in negotiated private transactions at the per share fixed offering price for all of the Offered Shares, $[0.0007-0.00014] per share. The Selling Shareholders may be deemed to be “underwriters” of the shares of our common stock offered by the Selling Shareholders in this offering. In this regard, each of the Selling Shareholders intends to deliver to a purchaser this Offering Circular before or with the sale of Remaining Selling Shareholder Offered Shares. It is expected that, in sales of Remaining Selling Shareholder Offered Shares in market transactions, if any, this Offering Circular would be delivered in digital format with the relevant sale confirmation.

A minimum purchase of $5,000 of the Selling Shareholder Offered Shares, including the Remaining Selling Shareholder Offered Shares, is required in this offering; any additional purchase must be in an amount of at least $1,000.

__________________ 

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of (a) 8,000,000,000 shares of common stock, $.001 par value per share; and (b) 2,000,000 shares of Preferred Stock, $.0001 par value per share, (1) 1,000,000 shares of which have been designated Series A-1 Preferred Stock and (2) 1,000,000 shares of which have been designated Series A-2 Convertible Preferred Stock.

As of the date of this Offering Circular, there were (x) 614,171,955 shares of our common stock issued and outstanding held by approximately 27 holders of record; (y) no shares of Series A-1 Preferred Stock issued and outstanding; and (z) 1,000,000 shares of Series A-2 Preferred Stock issued and outstanding held by one (1) holder of record.

Common Stock

This Offering Circular reflects a 1-for-20 reverse split (the Reverse Split) of our company’s common stock that became effective March 4, 2026 (historical share numbers herein have been restated to reflect the Reverse Split).

General. The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Delaware law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize any corporate action to be taken by vote of the shareholders.

Non-cumulative Voting. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Further, the outstanding shares of Series A-2 Preferred Stock is beneficially owned by our Chief Executive Officer, Jacob DiMartino. Mr. DiMartino, thus, controls all corporate matters of our company. (See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).

Pre-emptive Rights. As of the date of this Offering Circular, no holder of any shares of our capital stock has pre-emptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

Series A-2 Preferred Stock

Voting. Each shares of Series A-2 Preferred Stock has the right to 3,000 votes on all matters requiring the approval by our shareholders. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares,” “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).

Dividends. The Series A-2 Preferred Stock is not entitled to receive any dividends.

Conversion. The Series A-2 Preferred Stock has no conversion rights.

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Shareholder Meetings

Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as otherwise provided under Delaware law.

Transfer Agent

We have retained the services of Securities Transfer Corporation, 2901 North Dallas Parkway, Suite 380, Plano, Texas 75093, as the transfer agent for our common stock. Securities Transfer’s website is located at: www.stctransfer.com No information found on Securities Transfer’s website is part of this Offering Circular.

BUSINESS

History

History. Our company was incorporated on February 15, 1989, under the laws of the State of Delaware as Nassau Ventures, Inc. On March 24, 1997, our corporate name changed to MegaWorld, Inc. On June 28, 2000, and March 31, 2005, we filed certificates for renewal and revival of our company charter in Delaware.

On June 17, 2005, our corporate name changed to Power Sports Factory, Inc., in conjunction with a merger transaction by which our company acquired Power Sports Factory, Inc., a Delaware corporation [See Note 1 below], then changed back to MegaWorld, Inc., due to a scrivener’s error.

On February 22, 2006, our corporate name changed to Heringrat 478, Inc. On January 20, 2009, we filed a certificate for renewal and revival of our company charter in Delaware. On May 18. 2010, our corporate name changed United Music & Media Group, Inc. On June 17, 2014, we filed a certificate for renewal and revival of our company charter in Delaware. On August 22, 2014, we filed certificates of designation with respect to our Series A-1 Convertible Preferred Stock and our Series A-2 Preferred Stock. On September 9, 2014, our corporate name changed to New Generation Consumer Group, Inc. On August 15, 2016, our corporate name changed to Urban Mining Ventures, Inc., but was changed back to New Generation Consumer Group, Inc., on November 22, 2016. On April 12, 2022, we filed a certificate for renewal and revival of our company charter in Delaware.

Recent Change in Control. On December 31, 2024, our current sole officer and director, Jacob DiMartino, acquired control of our company from USA Financial Holdings, Inc., for a cash payment in the amount of $80,000. Effective December 31, 2024, we acquired Signature Apps, Inc., a Colorado corporation (“Signature Apps”), from Raadr, Inc., a publicly-traded Nevada corporation (symbol: RDAR). Signature Apps is our only operating subsidiary. Mr. DiMartino served as the sole officer and director of RDAR from 2015 until October 2024.

New Business Plan. Upon the acquisition of Signature Apps, our Board of Directors adopted the business plan of Signature Apps: to operate as a forward-thinking company dedicated to providing customized application and web development solutions, by leveraging cutting-edge technology and exceptional customer service to deliver high-quality, efficient, and scalable software tailored to diverse client needs. (See “Business”).

Plan of Operation

Our current capital resources will allow us to operate at our current levels for approximately six months; to remain as a viable business through the remainder of 2024, we will be required to obtain approximately $100,000 in capital, either in this offering or from other sources. There is no assurance that we will be able to obtain such needed capital. To achieve a significant portion of our 2025 objectives described below, we will require approximately $500,000 in new capital.

Our plan of operation for the remainder of 2025 consists of the following:

Should our efforts to obtain at least $500,000 of new funding in this offering fall short, the Company’s management believes it will be able to secure needed funds from “friends and family.” There is, however, no assurance that such will be the case. Without additional funding, it is likely that our company would be forced to cease operations.

Our Business

Cyber bullying is a reality for over 50% of adolescents and teens, while only 1 in 10 victims will tell their parents about it. This growing crisis requires a simple, effective and adaptive solution-a tool usable by the most technically challenged among us, yet comprehensive, perceptive and state-of-the-art. With 52% of parents worried that their children will face cyber bullying, the market for such a solution is enormous, yet no solution has reached these concerned parents and achieved a commanding market position.

Our position is that the void in this market exists because (1) legacy providers have forever controlled the larger market of internet security and previous solutions (2) were limited by poor usability for nontechnical parents and (3) required the installation of intrusive software on children’s phones, leading to circumvention and distrust. RAADR is what parents haven’t seen before: a simple, understandable, and reliable way to know when a child is in need of intervention. RAADR’s interface has been built with the layman parent in mind which allows parents to focus on protecting their children rather than trying to learn new technologies. Moreover, RAADR doesn’t require installation on a child’s phone or computer, so our product can’t be uninstalled or circumvented. In real time, we process the vast online reservoir of semi public and public information that’s already accessible to parents, extract only that which falls within categories predefined by us or the parent, and present that extracted information in multiple, customizable levels of detail.

And just as the threats evolve, RAADR evolves. Our engineers will continually monitor trends and our customer service and marketing teams will continually interact with and learn from our customers and other market participants-all valuable market data will be incorporated into the platform. And our capacity to evolve doesn’t end there. Machine Learning is now actively and effectively used by the most advanced technology companies, and RAADR will join them. Within the next 12 to 18 months, our algorithms will learn from and adapt to trends, as well as new or previously unknown or unidentified threats, and parents will be notified in real time. And then there’s our most important resource for adaptation: community interaction. Parents don’t currently have a way to efficiently communicate regarding local threats, but RAADR will change that. Our sophisticated, highly structured Community feature will allow parents to come together, and RAADR will incorporate threats and other issues raised by our communities.

The RAADR App

What Function Does the RAADR App Perform? The RAADR App was developed to assist parents and others, including school and law enforcement personnel, in detecting harmful online content, including cyberbullying, suicidal content, violence and campus threats. The RAADR App has been designed to be easily deployed and easily used by its users.

How Does the RAADR App Work? First, the user links to the desired publicly available social media account, such as, Facebook, X, TikTok and Instagram (the RAADR App does not possess the ability to monitor content located in “private” accounts), and, then, inputs keywords and topics for which the RAADR App constantly searches for with the linked social media accounts. When a keyword is detected, the RAADR App sends a “push” notification to its user, so that user is able to take appropriate action.

Is the RAADR App Operational? Currently, the RAADR App is available for download from the Apple Store (https://apps.apple.com/us/app/raadr/id1661624979) and currently has approximately 100 non-paying users. We intend to resubmit the application for inclusion of the RAADR App in the Google Play Store – we are currently revising terms of service to comply with Google Play Store standards – with approval expected prior to the end of June 2024.

What Are the Strengths and Weaknesses of the RAADR App?

The Company believes the RAADR App possesses the following strengths:

The Company believes the RAADR App possesses the following weaknesses:

The Competition

RAADR has many competitors in the Social Media Monitoring and Anti-Bullying market. However, RAADR offers more in terms of services and platform expansion. Other competitors like Net Nanny and UKnowKids are not user friendly and do not monitor social media accounts with the same precision and scope as RAADR. These two competitors require the child to download the monitoring application onto their phone, RAADR does not.

Other examples include Anonymous Alert which does not feature an administrative dashboard. Our platform provides parents and school administrators a platform for tracking and responding directly in real time.

BARK, another social monitoring app, has a higher price point than RAADR and has less features included. RAADR’s price point is significantly lower while using state of the art AI, Facial Recognition, & Anonymous Reporting Tools.

The Market & Industry

The Social Media Monitoring and Anti-Bullying app market is booming because these types of online safety tools are in high demand. Whether this demand comes from individuals, families, school administrators, or law enforcement, RAADR has a competitive advantage by being able to serve all three of these client groups effectively.

It is a known fact that Instagram, Facebook and Twitter struggle to contain the epidemic of online bullying. Bullying on social media is a big problem among teens. More than half of teens say they have been bullied or harassed online, according to a study released by Pew in September 2020.

As teens and young adults are increasingly using popular social media platforms to communicate, we know that RAADR can be a major competitor in this key market by having the most comprehensive app and platform to help stop online bullying and abuse.

Opportunity

Parents are spending an ever-increasing amount per month to raise their children to the age of 17. Keeping children safe is undoubtedly the most important concern on a parent’s mind, and RAADR will cost parents as little as a quarter of one percent of that monthly expense total. Our tiered pricing starts at $1.95 per month followed by $4.95 per month and $9.95 per month with no contractual commitment (affiliate pricing is TBD). With over 35.2 million US households with children under the age of 18, it’s our goal to capture 50,000 of those within 12 months, 500,000 within 2 years, and 2 million of those within 5 years; these subscription figures will generate annualized revenue of between $1.7M and $2.9M by the end of the first year, $17.94M and $29.94M by the end of the second year, and $71.76M and $119.76M by the end of the fifth year.

Employees

We currently have one employee, our Chief Executive Officer, Jacob DiMartino.

Property

Our company owns no real property. Currently, we rent a small office that is adequate for our current level of operations, at a monthly rental of $700.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this Offering Circular.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements included herein.

Exiting Shell Status

With our acquisition of Signature Apps, we believe we have ceased to be a “shell company” as defined by Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Upon the acquisition of Signature Apps, our Board of Directors adopted the business plan of Signature Apps: to operate as a forward-thinking company dedicated to providing customized application and web development solutions, by leveraging cutting-edge technology and exceptional customer service to deliver high-quality, efficient, and scalable software tailored to diverse client needs.

Basis of Presentation

Effective December 31, 2024, our company acquired Signature Apps. For several reporting periods prior to our acquisition of Signature Apps, our company had been a “shell company” as defined by Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Because our company was a “shell company” prior to the acquisition of Signature Apps, this section presents information concerning Signature Apps for the periods and as of the dates indicated. This information includes Signature Apps’s financial results, as well as narrative descriptions thereof. In addition, where appropriate, this section presents pro forma financial information, which assumes our company’s acquisition of Signature Apps had occurred on certain prior dates, as indicated.

Plan of Business

We believe that the proceeds of this offering will satisfy our cash requirements for at least the next twelve months.

Our current capital resources will allow us to operate at our current levels for approximately six months; to remain as a viable business through the remainder of 2026, we will be required to obtain approximately $100,000 in capital, either in this offering or from other sources. There is no assurance that we will be able to obtain such needed capital. To achieve a significant portion of our 2026 objectives described below, we will require approximately $500,000 in new capital.

Our plan of operation for the remainder of 2026 consists of the following:

Should our efforts to obtain at least $500,000 of new funding in this offering fall short, the Company’s management believes it will be able to secure needed funds from “friends and family.” There is, however, no assurance that such will be the case. Without additional funding, it is likely that our company would be forced to cease operations.

Results of Operations

Our Company

Nine Months Ended September 30, 2025 (“Interim 2025”), and 2024 (“Interim 2024”). For Interim 2025, we generated $7,112 (unaudited) in revenues, compared to $-0- in revenues for Interim 2024, inasmuch as our company was a “shell company” during such period. However, for the nine months ended September 30, 2024 (Interim 2024), Signature Apps generated $12,056 (unaudited).

For Interim 2025, we incurred $1,064,566 (unaudited) in selling, general and administrative expense, while Signature Apps incurred $102,197 (unaudited) in selling, general and administrative expense during the nine months ended September 30, 2024 (Interim 2024). The increase in selling, general and administrative expense for Interim 2025 is attributable primarily to the payment of performance bonuses and operating expenses with shares of our common stock. Unless and until we are able to obtain needed operating capital, we expect that we will continue to issue shares of common stock for such purposes, though no prediction in this regard.

For Interim 2025, we reported other income of $50,113 (unaudited), which was comprised of $118,500 (unaudited) in gain on settlement of debt, which was offset by $106,083 (unaudited) in change in fair value of derivative liability and $62,530 (unaudited) in interest expense, including amortization of debt discount, resulting in a net loss of $1,107,567 (unaudited), while Signature Apps reported other income of $24,525 (unaudited) during the nine months ended September 30, 2024 (Interim 2024), which was comprised entirely of interest expense, including amortization of debt discount, resulting in a net loss of $114,666 (unaudited).

Years Ended December 31, 2024 and 2023. During the years ended December 31, 2024 and 2023, we believe our company was a “shell company” as defined by Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. With our acquisition of Signature Apps, we believe that we have emerged from “shell company” status.

Signature Apps

Signature Apps is the successor the business of Raadr, Inc. (“Raadr”) as it was operated from 2015 through October 8, 2024, at which time such business (the “Raadr Business”) was transferred into Signature Apps, a discreet wholly-owned subsidiary of Raadr, until our acquisition of Signature Apps effective December 31, 2024.

The Raadr Business has never earned a profit and only began to generate a low level of revenues during the second have of 2024. There is no assurance that Signature Apps, as it continues to operate as a subsidiary of our company, will ever earn a profit.

During the years ended December 31, 2024 and 2023, the Raadr Business incurred net losses of $152,888 (unaudited) and $335,580 (unaudited), respectively. Without additional capital, whether from this offering or otherwise, Signature Apps will not be able to continue to pursue its computer application business, which could cause purchasers of Offered Shares to lose their entire investments.

Pro Forma

On a pro forma combined basis, during the year ended December 31, 2024, our company and the Raadr Business generated $5,612 (unaudited) in revenues and experienced a net loss of $152,888 (unaudited).

Financial Condition, Liquidity and Capital Resources

September 30, 2025. At September 30, 2025, our company had $116,832 (unaudited) in assets, comprised of $9,957 (unaudited) in cash, $6,875 (unaudited) in prepaid expenses and $100,000 (unaudited) in investment in subsidiary (Signature Apps), and liabilities of $651,639 (unaudited). At September 30, 2025, we had a working capital deficit of $634,807 (unaudited).

December 31, 2024. At December 31, 2024, our company had $100,000 (unaudited) in assets, comprised exclusively of the common stock of Signature Apps, and liabilities of $27,274 (unaudited). On a pro forma combined basis, our company and Signature Apps had cash of $5,612 (unaudited) and a working capital deficit of $152,888 (unaudited) at December 31, 2024.

In April 2024, the former management of the our company caused to be filed with the SEC a Form C for a Regulation CF crowdfunding offering. No proceeds were derived from this offering prior to the December 31, 2024, change-in-control transaction and our new management has terminated such offering.

Our company’s current cash position of approximately $10,000 is not adequate for our company to maintain its present level of operations through the remainder of 2026. We must obtain additional capital from third parties, including in this offering, to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

Off-Balance Sheet Arrangements

As of September 30, 2025, and December 31, 2024, we had no off-balance sheet arrangements.

Contractual Obligations

To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments.

Capital Expenditures

We made no capital expenditures during the year ended December 31, 2024. However, should be obtain proceeds in this offering, or otherwise, we expect to make capital expenditures during the next twelve months. We are unable to predict the amount or timing of any such expenditures.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth certain information concerning our company’s executive management.

Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office.

Certain information regarding the background of our sole officer and director is set forth below.

Jacob DiMartino has served as our Sole Officer and as a Director, since our December 2024 acquisition of Signature Apps. Prior to that, Mr. DiMartino served as the Sole Officer and Director of Raadr, Inc., a publicly-traded Nevada corporation (symbol: RDAR), engaged in the telecommunications business, from 2015 to October 2024. Mr. DiMartino embarked on his career path in 1998, joining Phase 2 Solutions, a startup company based in Scottsdale, Arizona. He started as an inside sales rep and even though he was only 18 years old, quickly advanced to Sales Manager within his first 90 days.

Two years later, Jacob was promoted to Director of Project Management and entrusted with the responsibility of handling the company’s largest account. He earned several awards and achievements during his tenure with the company, including “Employee of the Year” and “Salesman of the Year”. He was also named “Mentor of the Year,” and honor based on employee votes and awarded to the manager who motivated and continually inspired others.

Inspired by his own lifelong dream of working in the entertainment industry, Jacob moved to Los Angeles in 2004 and scored work on several popular television series: “Law and Order SVU,” “Cold Case,” “Alias.” “Gilmore Girls.” He was also featured in the movie, “Mr. and Mrs. Smith.”

Andrew Glashow has served as a Director of our company, since September 2025. During his career, Mr. Glashow has served as a senior finance and corporate development executive with deep experience across public and private markets, specializing in capital formation, restructurings, M&A and strategic advisory services, with an emphasis within the telehealth, consumer products, food and beverage, hospitality and cannabis business sectors. For CLS Holdings USA, Inc. (OTC trading symbol: CLSH), Mr. Glashow has served as a director since December 2017, President from March 1, 2019, to March 1, 2023, CEO since August 16, 2022, and Chairman since March 1, 2023. In addition, for LEEF Brands, Inc. (CSE trading symbol: LEEF; OTC trading symbol: LEEEF), has was first elected as a director effective August 4, 2023, and continues in such capacity. Mr. Glashow earned a B.A. degree in Economics, from the University of New Hampshire.

Conflicts of Interest

At the present time, we do not foresee any direct conflict between our sole officer and director, his other business interests and his involvement in our company.

Corporate Governance

We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole.

During the year ended December 31, 2025, our Board of Directors did not hold a meeting, but took all necessary actions by written consent in lieu of a meeting.

Independence of Board of Directors

Neither of our directors is independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Chief Executive Officer, Jacob DiMartino, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. Mr. DiMartino collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

Code of Ethics

As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

EXECUTIVE COMPENSATION

In General

As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

Compensation Summary

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

Outstanding Option Awards

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Offering Circular, for each named executive officer.

Employment Agreements

We have not entered into employments agreements with either of our executive officers.

Outstanding Equity Awards

During the years ended December 31, 2024 and 2023, our Board of Directors made no equity awards and no such award is pending.

Long-Term Incentive Plans

We currently have no long-term incentive plans.

Director Compensation

Our directors receive no compensation for their serving as directors of our company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying convertible instruments, if any, held by that person are deemed to be outstanding if the convertible instrument is exercisable within 60 days of the date hereof.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Change-in-Control Transaction

On December 31, 2024, our current sole officer and director, Jacob DiMartino, acquired control of our company from USA Financial Holdings, Inc., for a cash payment in the amount of $80,000. Effective December 31, 2024, we acquired Signature Apps, Inc., a Colorado corporation (Signature Apps), from Raadr, Inc., a publicly-traded Nevada corporation (symbol: RDAR). Signature Apps is our only operating subsidiary. Mr. DiMartino served as the sole officer and director of RDAR from 2015 until October 2024.

Issuances of Common Stock as Bonus

In March 2026, we issued 400,000,000 shares of our common stock to our Chief Executive Officer and a Director, Jacob DiMartino, as a retention bonus. These shares were valued at $0.0017 per share, or $680,000, in the aggregate.

In September 2025, we issued 5,000,000 shares of our common stock to one of our Directors, Andrew Glashow, as a service bonus. These shares were valued at $0.0003 per share, or $1,500, in the aggregate.

In January 2025, we issued 15,000,000 shares of our common stock to our then-Sole Officer and Director, Jacob DiMartino, as a retention bonus. These shares were valued at $0.0003 per share, or $90,000, in the aggregate.

LEGAL MATTERS

Certain legal matters with respect to the Offered Shares offered by this Offering Circular will be passed upon by Newlan Law Firm, PLLC, Flower Mound, Texas. Newlan Law Firm, PLLC owns no securities of our company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the site is www.sec.gov.

INDEX TO FINANCIAL STATEMENTS 

Signature Apps, Inc.

Unaudited Financial Statements For the Years Ended December 31, 2023 and 2022

Unaudited Pro Forma Financial Statements

New Generation Consumer Group, Inc. and Subsidiary

Consolidated Balance Sheets

(unaudited)

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

New Generation Consumer Group, Inc. and Subsidiary

Consolidated Statements of Operations

(unaudited)

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

New Generation Consumer Group, Inc. and Subsidiary

Consolidated Statements of Stockholders' Equity (Deficit)

(unaudited)