BYLAWS OF
Norcor Technologies Corporation
ARTICLE I SHAREHOLDERS
SECTION 1. Annual Meetings


 The annual meeting of the shareholders of the Corporation, shall be
held at the principal office of the Corporation in the State of North Carolina
or at such other place within or without the State of North Carolina as may be
determined by the Board of Directors and as may be designated in the notice of
such meeting. The meeting shall be held on the third Tuesday of February of
each year or on such other day as the Board of Directors may specify. If said
day is a legal holiday, the meeting shall be held on the next succeeding
business day not a legal holiday.
 Business to be transacted at such meeting shall be the election of
directors to succeed those whose terms are expiring and such other business
as may be properly brought before the meeting.
 In the event that the annual meeting, by mistake or otherwise, shall
not be called and held as herein provided, a special meeting may be called as
provided for in Section 2 of this Article I in lieu of and for the purposes of
and with the same effect as the annual meeting.


SECTION 2. Special Meetings


 A special meeting of the shareholders of the Corporation may be called
for any purpose or purposes at any time by the President of the Corporation, by
the Board of Directors or by the holders of not less than 10% of the
outstanding capital stock of the Corporation entitled to vote at such meeting.
 At any time, upon the written direction of any person or persons
entitled to call a special meeting of the shareholders, it shall be the duty
of the Secretary to send notice of such meeting pursuant to Section 4 of this
Article I. It shall be the responsibility of the person or persons directing
the Secretary to send notice of any special meeting of shareholders to deliver
such direction and a proposed form of notice to the Secretary not less than 15
days prior to the proposed date of said meeting.
 Special meetings of the shareholders of the Corporation shall be held
at such place, within or without the State of North Carolina, on such date, and
at such time as shall be specified in the notice of such special meeting.


SECTION 3. Adjournment


 When the annual meeting is convened, or when any special meeting is
convened, the presiding officer may adjourn it for such period of time as may
be reasonably necessary to reconvene the meeting at another place and time.
 The presiding officer shall have the power to adjourn any meeting of
the Shareholders for any proper purpose, including, but not limited to, lack
of a quorum, securing a more adequate meeting place, electing officials to
count and tabulate votes, reviewing any shareholder proposals or passing upon
any challenge which may properly come before the meetings.
 When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting.
If, however, after the adjournment the Board fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given in
compliance with Section 4(a) of this Article I to each shareholder of record
on the new record date entitled to vote at such meeting.


SECTION 4. Notice of Meetings, Purpose of Meeting, Waiver


 Each shareholder of record entitled to vote at any meeting shall be
given in person, or by first class mail, postage prepaid, written notice of
such meeting which, in the case of a special meeting, shall set forth the
purpose(s) for which the meeting is called, not less than 10 or more than 60
days before the date of such meeting. If mailed, such notice is to be sent to
the shareholder's address as it appears on the stock transfer books of the
Corporation, unless the shareholder shall be requested of the Secretary in
writing at least 15 days prior to the distribution of any required notice that
any notice intended for him or her be sent to some other address, in which case
the notice may be sent to the address so designated. Notwithstanding any such
request by a shareholder, notice sent to a shareholder's address as it appears
on the stock transfer books of this Corporation as of the record date shall be
deemed properly given. Any notice of a meeting sent by United States mail shall
be deemed delivered when deposited with proper postage thereon with the United
States Postal Service or in any mail receptacle under its control.
 A shareholder waives notice of any meeting by attendance, either in
person or by proxy, at such meeting or by waiving notice in writing either
before, during or after such Attendance at a meeting for the express purpose of
objecting that the meeting was not lawfully called or convened, however, will
not constitute a waiver of notice by a shareholder who states at the beginning
of the meeting, his or her objection that the meeting is not lawfully called
or convened.
 A waiver of notice signed by all shareholders entitled to vote at a
meeting of shareholders may also be used for any other proper purpose
including, but not limited to, designating any place within or without the
State of North Carolina as the place for holding such a meeting.
 Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of shareholders need be specified in any written
waiver of Notice.


SECTION 5. Closing of Transfer Books, Record Date, Shareholders' List


 In order to determine the holders of record of the capital stock of the
Corporation who are entitled to notice of meetings, to vote a meeting or
adjournment thereof, or to receive payment of any dividend, or for any other
purpose, the Board of Directors may fix a date not more than 60 days prior to
the date set for any of the above mentioned activities for such determination
of shareholders.
 If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days immediately
preceding such meeting.
 In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the date for any such determination of shareholders,
such date in any case to be not more than 60 days prior to the date on which
the particular action, requiring such determination of shareholders, is to be
taken.
 If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a
meeting of shareholders, or to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.
 When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes
a new record date under this Section for the adjourned meeting.
 The officer or agent having charge of the stock transfer books of the
Corporation shall make, as of a date at least 10 days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of each shareholder and
the number and class and series, if any, of shares held by each shareholder.
Such list shall be kept on file at the registered office of the Corporation,
at the principal place of business of the Corporation or at the office of the
transfer agent or registrar of the Corporation for a period of 10 days prior
to such meeting and shall be available for inspection by any shareholder at
any time during usual business Such list shall also be produced and kept open
at the time and place of any meeting of shareholders and shall be subject to
inspection by any shareholder at any time during the meeting.
 The original stock transfer books shall be prima facie evidence as to
the shareholders entitled to examine such list or stock transfer books or to
vote any meeting of shareholders.
 If the requirements of Section 5(f) of this Article I have not been
substantially complied with, then, on the demand of any shareholder in person
or by proxy, the meeting shall be adjourned until such requirements are
complied with.
 If no demand pursuant to Section 5(h) of this Article I is made,
failure to comply with the requirements of this Section shall not affect the
validity of any action taken at such meeting.
 Section 5(g) of this Article I shall be operative only at such time(s)
as the Corporation shall have 6 or more shareholders.


SECTION 6. Quorum
At any meeting of the shareholders of the Corporation, the presence, in
person or by proxy, of shareholders owning a majority of the issued and
outstanding shares of the capital stock of the Corporation entitled to vote
thereat shall be necessary to constitute a quorum for the transaction of any
business. If a quorum is present, the vote of a majority of the shares
represented at such meeting and entitled to vote on the subject matter shall
be the act of the shareholders. If there shall not be quorum at any meeting
of the shareholders of the Corporation, then the holders of a majority of the
shares of the capital stock of the Corporation who shall be present at such
meeting, in person or by proxy, may adjourn such meeting from time to time
until holders of all of the shares of the capital stock shall attend. At any
such adjourned meeting at which a quorum shall be present, any business may
be transacted which might have been transacted at the meeting as originally
scheduled.
SECTION 7. Presiding Officer, Order of Business


 Meetings of the shareholders shall be presided over by the Chairman of
the Board, or, if he or she is not present or there is no Chairman of the
Board, by the President or, if he or she is not present, by the senior Vice
President present or, if neither the Chairman of the Board, the President, nor
a Vice President is present, the meeting shall be presided over by a chairman
to be chosen by a plurality of the shareholders entitled to vote at the meeting
who are present, in person or by proxy. The presiding officer of any meeting of
the shareholders may delegate his or her duties and obligations as the
presiding officer as he or she sees fit.
 The Secretary of the Corporation, or, in his or her absence, an
Assistant Secretary shall act as Secretary of every meeting of shareholders,
but if neither the Secretary nor an Assistant Secretary is present, the
presiding officer of the meeting shall choose any person present to act as
secretary of the meeting.
 The order of business shall be as follows:
	

	
Call of meeting to order.
	
Proof of notice of meeting.
	
Reading of minutes of last previous shareholders'
meeting or a waiver thereof.
	
Reports of officers.
	
Reports of committees.
	
Election of directors.
	
Regular and miscellaneous business.
	
Special matters.
	
Adjournment
	
 Notwithstanding the provisions of Section 7(c) of this Article I, the
order and topics of business to be transacted at any meeting shall be
determined by the presiding officer of the meeting in his or her sole
discretion. In no event shall any variation in the order of business or
additions and deletions from the order of business as specified in Section 7(c)
of this Article I invalidate any actions properly taken at any meeting.


SECTION 8. Voting


 Unless otherwise provided for in the Articles of Incorporation, each
shareholder shall be entitled, at each meeting and upon each proposal to be
voted upon, to one vote for each share of voting stock recorded in his name on
the books of the Corporation on the record date fixed as provided for in
Section 5 of this Article I.
 The presiding officer at any meeting of the shareholders shall have the
power to determine the method and means of voting when any matter is to be
voted upon. The method and means of voting may include, but shall not be
limited to, vote by ballot, vote by hand or vote by voice. No method of voting
may be adopted, however, which fails to take account of any shareholder`s right
to vote by proxy as provided for in Section 10 of this Article I. In no event
may any method of voting be adopted which would prejudice the outcome of the
vote.


SECTION 9. Action Without Meeting


(a) Any action required to be taken at any annual or special meeting of
shareholders of the Corporation, or any action which may be taken at any annual
or special meeting of such shareholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of a majority of the
Corporation's outstanding stock.
(b) In the event that the action to which the shareholders consent is such
as would have required the filing of a certificate under the North Carolina
General Corporation Act if such action had been voted on by shareholders at a
meeting thereof, the certificate filed under such other section shall state
that written consent has been given in accordance with the provisions of
Section 9 of this Article I.
(c) If shareholder action is taken by written consent in lieu of meeting
signed by less than all of the Corporation's shareholders, then all
non-participating shareholders shall be provided with written notice of the
action taken within 10 days after the date of the written instrument taking
such action.
(d) No action by written consent in lieu of meeting shall be valid if it
is in contravention of applicable proxy or informational rules adopted
pursuant to the Securities Exchange Act of 1934, as amended, including,
without limitation, the requirements of Section 14 thereof.


SECTION 10. Proxies


 Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting, or his or her duly authorized
attorney-in-fact may authorize another person or persons to act for him or her
by proxy.
 Every proxy must be signed by the shareholder or his or her
attorney-in-fact. No proxy shall be valid after the expiration of 11 months
from the date thereof unless otherwise provided in the Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided in this Section 10.
 The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of any adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
 Except when other provisions shall have been made by written agreement
between the parties, the record holder of shares held as pledges or otherwise
as security or which belong to another, shall issue to the pledgor or to such
owner of such shares, upon demand therefor and payment of necessary expenses
thereof, a proxy to vote or take other action thereon.
 A proxy which states that it is irrevocable is irrevocable when it is
held by any of the following or a nominee of any of the following: (i) a
pledgee; (ii) a person who has purchased or agreed to purchase the shares:
(iii) a creditor or creditors of the Corporation who extend or continue to
extend credit to the Corporation in consideration of the proxy, if the proxy
states that it was given in consideration of such extension or continuation of
credit, the amount thereof, and the name of the person extending or continuing
credit; (iv) a person who has contracted to perform services as an officer of
the Corporation, if a proxy is required by the contract of employment, if the
proxy states that it was given in consideration of such contract of employment
and states the name of the employee and the period of employment contracted
for; and (v) a person designated by or under an agreement as provided in
Article XI hereof.
 Notwithstanding a provision in a proxy stating that it is irrevocable,
the proxy becomes revocable after the pledge is redeemed, the debt of the
Corporation is paid, the period of employment provided for in the contract of
employment has terminated, or the agreement under Article XI hereof has
terminated and, in a case provided for in Section 10(e) (iii) or Section 10(e)
(iv) of this Article I, becomes revocable three years after the date of the
proxy or at the end of the period, if any, specified therein, whichever period
is less, unless the period of irrevocability of the proxy as provided in this
Section 10. This Section 10(f) does not affect the duration of a proxy under
Section 10(b) of this Article I.
 A proxy may be revoked, notwithstanding a provision making it
irrevocable, by a purchaser of shares without knowledge of the existence of
the provisions unless the existence of the proxy and its irrevocability is
noted conspicuously on the face or back of the certificate representing such
shares.
 If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of such persons present
at the meeting, or if only one is present then that one, may exercise all the
powers conferred by the proxy. If the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.
 If a proxy expressly so provides, any proxy holder may appoint in
writing a substitute to act in his or her place.
 Notwithstanding anything in the Bylaws to the contrary, no proxy shall
be valid if it was obtained in violation of any applicable requirements of
Section 14 of the Securities Exchange Act of 1934, as amended, or the Rules and
Regulations promulgated thereunder.


SECTION 11. Voting of Shares by Shareholders


 Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the board of directors of the corporate shareholder may Proof
of such designation may be made by presentation of a certified copy of the
bylaws or other instrument of the corporate shareholder. In the absence of any
such designation, or in case of conflicting designation by the corporate
shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder, in that order, shall be
presumed to possess authority to vote such shares.
 Shares held by an administrator, executor, guardian or conservator may
be voted by him or her, either in person or by proxy, without a transfer of
such shares into his or her name. Shares standing in the name of a trustee may
be voted as shares held by him or her without a transfer of such shares into
his name.
 Shares standing in the name of a receiver may be voted by such
receiver. Shares held by or under the control of a receiver but not standing
in the name of such receiver, may be voted by such receiver without the
transfer thereof into his name if authority to do so is contained in an
appropriate order of the court by which such receiver was appointed.
 A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledge.
 Shares of the capital stock of the Corporation belonging to the
Corporation or held by it in a fiduciary capacity shall not be voted, directly
or indirectly, at any meeting, and shall not be counted in determining the
total number of outstanding shares.


ARTICLE II DIRECTORS
SECTION 1. Board of Directors, Exercise of Corporate Powers


 All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors except as may be otherwise provided in
the Articles of Incorporation or in Shareholder's Agreement. If any such
provision is made in the Articles of Incorporation or in Shareholder's
Agreement, the powers and duties conferred or imposed upon the Board of
Directors shall be exercised or performed to such extent and by such person or
persons as shall be provided in the Articles of Incorporation or Shareholders'
Agreement.
 Directors need not be residents of this state or shareholders of the
Corporation unless the Articles of Incorporation so require.
(c) The Board of Directors shall have authority to fix the compensation of
directors unless otherwise provided in the Articles of Incorporation.
 A director shall perform his or her duties as a director, including his
or her duties as a member of any committee of the Board upon which he may
serve, in good faith, in a manner he or she reasonably believes to be in the
best interests of the Corporation, and with such care as an ordinarily prudent
person in a like position would use under similar circumstances.
 In performing his or her duties, a director shall be entitled to rely
on information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by: (i) one or
more officers or employees of the Corporation whom the director reasonably
believes to be reliable and competent in the matters presented; (ii) legal
counsel, public accountants or other persons as to matters which the director
reasonably believes to be within such persons' professional or expert
competence; or (iii) a committee of the Board upon which he or she does not
serve, duly designated in accordance with a provision of the Articles of
Incorporation or these By_Laws, as to matters within its designated authority,
which committee the director reasonably believes to merit confidence.
 A director shall not be considered to be acting in good faith if he or
she has knowledge concerning the matter in question that would cause such
reliance described in Section 1(e) of this Article II to be unwarranted.
 A person who performs his or her duties in compliance with Section 1 of
this Article II shall have no liability by reason of being or having been a
director of the Corporation.
 A director of the Corporation who is present at a meeting of the Board
of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless he or she votes against such action
or abstains from voting in respect thereto because of an asserted conflict of
interest.


SECTION 2. Number, Election, Classification of Directors, Vacancies


 The Board of Directors of this Corporation shall consist of not less
than one The Board shall have authority, from time to time, to increase the
number of directors or to decrease it to not less than one member, provided
that no decrease in the number of directors shall deprive a serving director
of the right to serve throughout the term of his or her election.

 Each person named in the Articles of Incorporation as a member of the
initial Board of Directors shall serve until his or her successor shall have
been elected and qualified or until his or her earlier resignation, removal
from office, or death.

At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the
next succeeding annual meeting, except in case of the classification of
director as permitted by the North Carolina General Corporation Act. Each
Director shall hold office for the term for which he or she is elected and
until his or her successor shall have been elected and qualified or until his
or her earlier resignation, removal from office, or death.

The shareholders, by amendment to these Bylaws, may provide that the
directors be divided into not more than four classes, as nearly equal in
number as possible, whose terms of office shall respectively expire at
different times, but no such term shall continue longer than four years,
and at least one fourth of the directors shall be elected annually. If
Directors are classified and the number of directors is thereafter changed,
any increase or decrease in directorship shall be so apportioned among the
classes as to make all classes as nearly equal in number as possible.

Any vacancy occurring in the Board of Directors, including any vacancy
created by reason of an increase in the number of directors, may be filled
only by the Board of Directors. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.


SECTION 3. Removal of Directors
At a meeting of shareholders called expressly for that purpose, directors
may be removed in the manner provided in this Section 3. Any director or the
entire Board of Directors may be removed, with or without cause, by the vote
of the holders of two-thirds of the shares then entitled to vote at an election
of directors.
SECTION 4. Director Quorum and Voting


A majority of the directors fixed in the manner provided in these Bylaws
shall constitute a quorum for the transaction of business.

A majority of the members of an Executive Committee or other committee
shall constitute a quorum for the transaction of business at any meeting of
such Executive Committee or other committee.

The act of a majority of the directors present at a Board meeting at which
a quorum is present shall be the act of the Board of Directors.

The act of a majority of the members of an Executive Committee present at
an Executive Committee meeting at which a quorum is present shall be the act of
the Executive Committee.

The act of a majority of the members of any other committee present at a
committee meeting at which a quorum is present shall be the act of the
committee.

Directors may, if not contrary to applicable law, vote either in person or
by proxy, provided that the proxy holder must be either another director, an
officer or a shareholder of the Corporation; however, any director who elects
to vote by proxy more than three times during any single fiscal year shall,
unless otherwise determined by the Board of Directors, be automatically removed
as a director.


SECTION 5. Director Conflicts of Interest


No contract or other transaction between this Corporation and one or more
of its director or any other corporation, firm, association or entity in which
one or more of its directors are Directors or officers or are financially
interested shall be either void or voidable because of such relationship or
interest or because such director or directors are present at the meeting of
the Board of Directors or a committee thereof which authorizes, approves or
ratifies such contract or transaction or because their votes are counted for
such purpose, if:

The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or 

The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

The contract or transaction is fair and reasonable as to the Corporation
at the time it is authorized by the Board, a committee, or the shareholders.

Interested directors, whether or not voting, may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.


SECTION 6. Executive and Other Committees, Designation, Authority


The Board of Directors, by resolution adopted by the full Board of Directors,
may designate from among its directors an Executive Committee and one or more
other committees each of which, to the extent provided in such resolution or in
the Articles of Incorporation or these Bylaws, shall have and may exercise all
the authority of the Board of Directors, except that no such committee shall
have the authority to : (i) approve or recommend to shareholders actions or
proposals required by the North Carolina General Corporation Act to be approved
by shareholders; (ii) designate candidates for the office of director for
purposes of proxy solicitation or otherwise; (iii) fill vacancies on the Board
of Directors or any committee thereof; (iv) amend these Bylaws; (v) authorize
or approve the reacquisition of shares unless pursuant to a general formula or
method specified by the Board of Directors; or (vi) authorize or approve the
issuance or sale of, or any contract to issue or sell, shares or designate the
terms of a series of a class of shares, unless the Board of Directors, having
acted regarding general authorization for the issuance or sale of shares, or
any contract therefor, and, in the case of a series, the designation thereof
has specified a general formula or method by resolution or by adoption of a
stock option or other plan, authorized a committee to fix the terms upon
which such shares may be issued or sold, including, without limitation, the
price, the rate or manner of payment of dividends, provisions for redemption,
sinking fund, conversion, and voting or preferential rights, and provisions for
other features of a class of shares, or a series of a class of shares, with
full power in such committee to adopt any final resolution setting forth all
the terms of a series for filing with the Department of State under the North
Carolina General Corporation Act.

The Board, by resolution adopted in accordance with Section 6(a) of this
Article II, may designate one or more directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.
Neither the designation of any such committee, the delegation thereto of
authority, nor action by such committee pursuant to such authority shall alone
constitute compliance by a member of the Board of Directors, not a member of
the committee in question, with his responsibility to act in good faith, in
manner he reasonably believes to be in the best interests of the Corporation,
and with such care as an ordinarily prudent person in a like position would use
under similar circumstances.


SECTION 7. Place, Time, Notice and Call of Directors' Meeting.


Meetings of the Board of Directors, regular or special, may be held either
within or without the State of North Carolina.
A regular meeting of the Board of Directors of the Corporation shall be held
for the election of officers of the Corporation and for the transaction of such
other business as may come before such meeting as promptly as practicable after
the annual meeting of the shareholders of this Corporation without the
necessity of notice other than this Other regular meetings of the Board of
Directors of the Corporation may be held at such places as the Board of
Directors of the Corporation may from time to time resolve without notice other
than such resolution. Special meetings of the Board of Directors may be held at
any time upon call of the Chairman of the Board of Directors or a majority of
the Directors of the Corporation, at such time and at such place as shall be
specified in the call thereof. Notice of any special meeting of the Board of
Directors must be given at least two days prior thereto, if by written notice
delivered personally; or at least five days prior thereto, if mailed; or at
least two days prior thereto, if by telegram; or at least two days prior
thereto, if by telephone. If such notice is given by mail, such notice shall be
deemed to have been delivered when deposited with the United States Postal
Service addressed to the business address of such Director with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed delivered
when the telegram is delivered to the telegraph company. If notice is given by
telephone, such notice shall be deemed delivered when the call is completed.
Notice of a meeting of the Board of Directors need not be given to any Director
who signs a waiver of notice either before or after the meeting. Attendance of
a Director at a meeting shall constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
Director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular
of special meeting of the Board of Directors need be specified in the notice
or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the Directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
Directors.
Members of the Board of Directors may participate in a meeting of such Board
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other at the
same time. Participation by such means shall constitute presence in person at a
meeting.


SECTION 8. Action by Directors Without a Meeting


Any action required by the North Carolina General Corporation Act to be taken
at a meeting of the Directors of the Corporation, or any action which may be
taken at a meeting of the Directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, signed by all of the Directors, or all of the members of the committee,
as the case may be, and is filed in the minutes of the proceedings of the Board
or of the committee. Such consent shall have the same effect as a unanimous
vote.
If not contrary to applicable law, directors may take action as the Board of
Directors or committees thereof through a written consent to action signed by a
number of directors sufficient to have carried a vote of the Board of Directors
or committee thereof with all members present and voting; provided, that all
directors not joining in such written instrument shall be deemed for all
purposes to have cast dissenting votes, and that all directors not parties to
such instrument shall receive written notice of all action taken through such
instrument within three days after such instrument shall have been subscribed
by the requisite number of directors required for such actions.


SECTION 9. Compensation
The Directors and members of the Executive and any other committee of the Board
of Directors shall be entitled to such reasonable compensation for their
services and on such basis as shall be fixed from time to time by resolution of
the Board of Directors. The Board of Directors and members of any committee of
that Board of Directors shall be entitled to reimbursement for any reasonable
expenses incurred in attending any Board or committee meeting. Any Director
receiving compensation under this Section shall not be prevented from serving
the Corporation in any other capacity and shall not be prohibited from
receiving reasonable compensation for such other services.
SECTION 10. Resignation
Any Director of the Corporation may resign at any time by providing the Board
of Directors with written notice indicating the Director's intention to resign
and the effective date thereof.
ARTICLE III OFFICERS
SECTION 1. Election, Number, Terms of Office


The officers of the Corporation shall consist of a Chairman of the Board, a
Chief Executive officer, a President, a Chief Operating Officer, a Chief
Financial Officer, one or more Vice-Presidents, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors at such time and in
such manner as may be prescribed by these Bylaws. Such other officers and
assistance officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors. The officers of the Corporation shall be
hereinafter collectively referred to as the "Officers."
All officers and agents, as between themselves and the Corporation, shall have
such authority and perform such duties in the management of the Corporation as
are provided in these Bylaws, or as may be determined by resolution of the
Board of Directors not inconsistent with these Bylaws.
Any two or more offices may be held by the same person, except for the offices
of President and Secretary.
A failure to elect a Chairman of the Board, Chief Executive Officer, President,
Chief Operating Officer, Chief Financial Officer, a Vice President, a Secretary
or a Treasurer shall not affect the existence of the Corporation.


SECTION 2. Removal
An officer of the Corporation shall hold office until the election and
qualification of his successor; however, any Officer of the Corporation may be
removed from office by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not of itself create any contract
right to employment or compensation.
SECTION 3. Vacancies
Any vacancy in any office from any cause may be filled for the unexpired
portion of the term of such office by the Board of Directors.
SECTION 4. Powers and duties


The Chairman of the Board of Directors shall preside over meetings of the Board
of Directors and the Shareholders. Unless a separate Chief Executive Officer is
elected, the Chairman shall exercise the powers hereafter granted to that
office. Unless a Chairman of the Board is specifically elected, the President
shall be deemed to be the Chairman of the
 
The Chief Executive Officer
shall be the principal officer of the Corporation to whom all other officers
shall be subordinate. In the event no Chief Executive Officer is separately
elected, such office shall be assumed by the Chairman of the Board, and if no
such office has been filled, by the Except where by law the signature of the
President is required or unless the Board of Directors shall rule otherwise,
the Chief Executive Officer shall possess the same power as the President to
sign all certificates, contracts and other instruments of the Corporation which
may be authorized by the Board of Directors.
The Chief Operating Officer of the Corporation shall be responsible for
management of the day to day affairs of the Corporation, subject to compliance
with the directions of the Board of Directors and of the Chief Executive He
shall be responsible for the general day-to-day supervision of the business and
affairs of the Corporation. He shall sign or countersign all certificates,
contracts or other instruments of the Corporation as authorized by the Board of
Directors. He may, but need not, be a member of the Board of Directors.

Unless otherwise provided by specific resolution of the Board of Directors,
the President shall be the Chief Operating Officer of the Corporation. In the
absence of a separately elected or available Chief Executive Officer or
Chairman of the Board, the President shall be the Chief Executive Officer of
the Corporation and shall preside at all meetings of the shareholders and the
Board of He shall make reports to the Board of Directors. The Board of
Directors will at all times retain the power to expressly delegate the duties
of the President to any other Officer of the Corporation.
The Chief Financial Officer shall be responsible for coordinating all financial
aspects of the Corporation's operations, including strategic financial
planning, supervision of the Corporation's Treasurer, Comptroller and outside
auditors. In the event an Audit Committee of the Board of Directors is
designated and serving, he shall be responsible for keeping such committee
fully and timely informed of all matters under its jurisdiction. In addition,
the Chief Financial Officer shall be responsible for overseeing preparation and
filing of all reports of the Corporation's activities required to be filed,
either periodically or on a special basis with the United States Internal
revenue Service and Securities and Exchange Commission and other federal and
state governmental agencies.
The Vice President(s), if any, in the order designated by the Board of
Directors, shall exercise the functions of the President in the event of the
absence, disability, death, or refusal to act of the During the time that any
Vice President is properly exercising the functions of the President, such Vice
President shall have all the powers of and be subject to all restrictions upon
the President. Each Vice President shall have such other duties as are assigned
to him from time to time by the Board of Directors or by the President of the
Corporation.
The Secretary of the Corporation shall keep the minutes of the meetings of the
shareholders of the Corporation, and, unless provided otherwise by the Chairman
at any meeting of the Board of Directors, the Secretary shall keep the minutes
of the meetings of the Board of Directors of the The Secretary shall be the
custodian of the minute books of the Corporation and such other books and
records of the Corporation as the Board of Directors of the Corporation may
direct. The Secretary of the Corporation shall have the general responsibility
for maintaining the stock transfer books of the Corporation, or of supervising
the maintenance of the stock transfer books of the Corporation by the transfer
agent, if any, of the Corporation. The Secretary shall be the custodian of the
corporate seal of the Corporation and shall affix the corporate seal of the
Corporation on contracts and other instruments as the Board of Directors may
direct. The Secretary shall perform such other duties as are assigned to him
from time by the Board of Directors or the President of the Corporation.
The Treasurer of the Corporation shall be directly subordinate to the Chief
Financial In the absence of a Chief Financial Officer, such office shall be
filled by the Treasurer. The Treasurer shall have custody of all funds and
securities owned by the Corporation. The Treasurer shall cause to be entered
regularly in the proper books of account of the Corporation full and accurate
accounts of the receipts and disbursements of the Corporation. The Treasurer of
the Corporation shall render a statement of the cash, financial and other
accounts of the Corporation whenever he is directed to render such a statement
by the Board of Directors or by the President of the Corporation. The Treasurer
shall at all reasonable times make available the Corporation's books and
financial accounts to any Director of the Corporation during normal business
hours. The Treasurer shall perform all other acts incident to the Office of
Treasurer of the Corporation, and he shall have such other duties as are
assigned to him from time to time by the Board of Directors or the President of
the Corporation.
Other subordinate or assistant officers appointed by the Board of Directors or
by the President, if such authority is delegated to him by the Board of
Directors, shall exercise such powers and perform such duties as may be
delegated to them by the Board of Directors, the Chief Executive Officer or by
the President, as the case may be.
In case of the absence or disability of any Officer of the Corporation and of
any person authorized to act in his place during such period of absence or
disability, the Board of Directors may from time to time delegate the powers
and duties of such Officer or any Director or any other person whom it may


SECTION 5. Salaries
The salaries of all Officers of the Corporation shall, except as otherwise
determined or required by an agreement entered into among all the shareholders
of the Corporation, be fixed by the Board of Directors. No Officer shall be
ineligible to receive such salary by reason of the fact that he is also a
Director of the Corporation and receiving compensation therefor.
ARTICLE IV
LOANS TO EMPLOYEES AND OFFICERS, GUARANTEE OF OBLIGATIONS OF EMPLOYEES AND OFFICERS
This Corporation may lend money to, guarantee any obligation of, or otherwise
assist any Officer or other employee of the Corporation or of a subsidiary,
including any Officer or employee who is a Director of the Corporation or of a
subsidiary, whenever, in the judgment of the Directors, such loan, guarantee or
assistance may reasonably be expected to benefit the Corporation. The loan,
guarantee or other assistance may be with or without interest, and may be
unsecured, or secured in such manner as the Board of Directors shall approve
including, without limitation, a pledge of shares of stock of the Corporation.
Nothing in this Articles shall be deemed to deny, limit or restrict the powers
of guarantee or warranty of this Corporation at common law or under any statute.
ARTICLE V
STOCK CERTIFICATES, VOTING TRUSTS, TRANSFERS
SECTION 1. Certificates Representing Shares


Every holder of shares of this Corporation shall be entitled to one or more
certificates, representing all shares to which he is entitled and such
certificates shall be signed by the Chairman, Chief Executive Officer, the
President or a Vice President and the Secretary or an Assistant Secretary of
the Corporation and may be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of the Chairman, the Chief Executive Officer,
the President or Vice President and the Secretary or Assistant Secretary may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar, other than the Corporation itself or an employee of the
Corporation. In case any Officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such Officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if it were executed by the appropriate Officer at the date of its
issuance.
Every certificate representing shares issued by this Corporation shall, if
shares are divided into one or more classes or series with differing rights,
state that the Corporation will furnish to any shareholder upon request and
without charge a full statement of: (i) the designations, preferences,
limitations, and relative rights of the shares of each class or series
authorized to be issued, and (ii) the variations in the relative rights and
preferences between the shares of each such series, if the Corporation is
authorized to issue any preferred or special class in series and so far as the
same have been fixed and determined, and the authority of the Board of
Directors to fix and determine, the relative rights and preferences of
subsequent series.
Every certificate representing shares which are restricted as to sale,
disposition or other transfer (including restrictions based on federal or state
securities and other laws) shall state that such shares are restricted as to
transfer and shall set forth or fairly summarize upon the certificate, or shall
state that the Corporation will furnish to any shareholder upon request and
without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the face thereof: (i) the
name of the Corporation; (ii) that the Corporation is organized under the laws
of the State of Nevada; (iii) the name of the person or persons to whom
issued; (iv) the number and class of shares, and the designation of the series,
if any, which such certificate represents; and (v) the par value of each share
represented by such certificate, or a statement that the shares are without par
value.
No certificate shall be issued for any shares until they are fully paid


SECTION 2. Transfer Books
The Corporation shall keep at its registered office or principal place of
business or in the office of its transfer agent or registrar, a book (or books
where more than one kind, class, or series of stock is outstanding) to be known
as the Stock Book, containing the names, alphabetically arranged, addresses and
Social Security numbers of every shareholder and the number of shares each
kind, class or series of stock held of record. Where the Stock Book is kept in
the office of the transfer agent, the Corporation shall keep at its office in
the State of North Carolina copies of the stock lists prepared from said Stock
Book and sent to it from time to time by said transfer agent. The Stock Book or
stock lists shall show the current status of the ownership of shares of the
Corporation provided that, if the transfer agent of the Corporation be located
elsewhere, a reasonable time shall be allowed for transit or mail.
SECTION 3. Transfer of Shares


The name(s) and address(es) of the person(s) to whom shares of stock of this
Corporation are issued, shall be entered on the Stock Transfer Books of the
Corporation, with the number of shares and date of issue.
Transfer of shares of the Corporation shall be made on the Stock Transfer Books
of the Corporation by the Secretary or the transfer agent, subject to
compliance with any restrictions specified on such certificate, only when the
holder of record thereof or the legal representative of such holder of record
or the attorney-in-fact of such holder of record, authorized by power of
attorney duly executed and filed with the Secretary or transfer agent of the
Corporation, shall surrender the Certificate representing such shares for
cancellation. Lost, destroyed or stolen Stock Certificates shall be replaced
pursuant to Section 5 of this Article V.
The person or persons in whose names shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner of such shares
for all purposes, except as otherwise provided pursuant to Sections 10 and 11
of Article I, or Section 4 of Article V.
Shares of the Corporation capital stock shall be freely transferable without
the required Board of Directors' consent, unless such consent requirement has
been imposed pursuant to a binding written contract subscribed to by the holder
or his or her predecessor in interest.


SECTION 4. Voting Trusts


Any number of shareholders of the Corporation may create a voting trust for the
purpose of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed ten years, by: (i) entering
into a written voting trust agreement specifying the terms and conditions of
the voting trust; (ii) depositing a counterpart of the agreement with the
Corporation at its registered office; and (iii) transferring their shares to
such trustee or trustees for the purposes of this Prior to the recording of the
agreement, the shareholder concerned shall render the stock certificate(s)
described therein to the Corporate Secretary who shall note on each certificate:
This Certificate is subject to the provisions of a voting trust agreement dated
October 11, 2011, recorded at 11:37am for Norcor Technologies Corporation.
/s/ Marquis Bey
Secretary
Upon the transfer of such shares, voting trust certificates shall be issued by
the trustee or trustees to the shareholders who transfer their shares in trust.
Such trustee or trustees shall keep a record of the holders of voting trust
certificates evidencing a beneficial interest in the voting trust, giving the
names and addresses of all such holders and the number and class or the shares
in respect of which the voting trust certificates held by each are issued, and
shall deposit a copy of such record with the Corporation at its registered
office.
The counterpart of the voting trust agreement and the copy of such record so
deposited with the Corporation shall be subject to the same right of
examination by a shareholder of the Corporation, in person or by agent or
attorney, as are the books and records of the Corporation, and such counterpart
and such copy of such record shall be subject to examination by any holder of
record of voting trust certificates either in person or by agent or attorney,
at any reasonable time for any proper purpose.
At any time before the expiration of a voting trust agreement as originally
fixed or as extended one or more times under this Section 4(d), one or more
holders of voting trust certificates may, by agreement in writing, extend the
duration of such voting trust agreement, nominating the same or substitute
trustees, for an additional period not exceeding 10 years. Such extension
agreement shall not affect the rights or obligations or persons not parties to
the agreement, and such persons shall be entitled to remove their shares from
the trust and promptly to have their stock certificates reissued upon the
expiration of the original term of the voting trust agreement. The extension
agreement shall in every respect comply with and be subject to all the
provisions of this Section 4, applicable to the original voting trust agreement
except that the 10 year maximum period of duration shall commence on the date
of adoption of the extension agreement.
The trustees under the terms of the agreements entered into under the
provisions of this Section 4, shall not acquire the legal title to the shares
but shall be vested only with the legal right and title to the voting power
which is incident to the ownership of the shares.
Notwithstanding generally applicable prohibitions against a corporation's
voting of treasury stock, if the Corporation is the trustee under a voting
trust, it shall have full authority to vote such shares in accordance with the
terms of the voting trust agreement, even if such agreement vests absolute and
unfettered voting discretion in the trustee and notwithstanding that the voting
trust was created at the prompting or direction of the Corporation, its
officers or directors.


SECTION 5. Lost, Destroyed, or Stolen Certificates
No Certificate representing shares of stock in the Corporation shall be issued
in place of any Certificate alleged to have been lost, destroyed, or stolen
except on production of evidence, satisfactory to the Board of Directors, of
such loss, destruction or theft, and, if the Board of Directors so requires,
upon the furnishing of an indemnity bond in such amount (but not to exceed
twice the fair market value of the shares represented by the Certificate) and
with such terms and with such surety as the Board of Directors may, in its
discretion, require.
ARTICLE VI BOOKS AND RECORDS


The Corporation shall keep correct and complete books and records of account
and shall keep minutes of the proceedings of its shareholders, Board of
Directors and committees of Directors.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Any person who shall have been a holder of record of shares, or the holder of
record of voting trust certificates for, at least five percent of the
outstanding shares of any class or series of the Corporation, upon written
demand stating the purpose thereof, shall; subject to the qualifications
contained in subsection (d) hereof, have the right to examine, in person or by
agent or attorney, at any reasonable time or times, for any purpose, its
relevant books and records of account, minutes and records of shareholders and
to make extracts therefrom.
No shareholder who within two years has sold or offered for sale any list of
shareholders or of holders of voting trust certificates for shares of this
Corporation or any other corporation; has aided or abetted any person in
procuring any list of shareholders or of holders of voting trust certificates
for any such purpose; or has improperly used any information secured through
any prior examination of the books and records of account, minutes, or record
of shareholders or of holders of voting trust certificates for shares of the
Corporation of any other corporation; shall be entitled to examine the
documents and records of the Corporation as provided in Section (c) of this
Article VI. No shareholder who does not act in good faith or for a proper
purpose in making his demand shall be entitled to examine the documents and
records of the Corporation as provided in Section (c) of this Article IV.
Unless modified by resolution of the Shareholders, this Corporation shall
prepare not later than four months after the close of each fiscal year:


A balance sheet showing in reasonable detail the financial conditions of
the Corporation as of the date of the close of its fiscal
A Profit and Loss statement showing the results of its operation during its
 fiscal year.


Upon the written request of any shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to such
shareholder or holder of voting trust certificates a copy of its most recent
balance sheet and profit and loss statement.
Such balance sheets and profit and loss statements shall be filed and kept
for at least five years in the registered office of the Corporation in the
State of North Carolina and shall be subject to inspection during business
hours by any shareholder or holder of voting trust certificates, in person or
by agent.


ARTICLE VII DIVIDENDS
The Board of Directors of the Corporation may, from time to time, declare, and
the Corporation may pay dividends on its own shares, except when the
Corporation is insolvent or when the payment thereof would render the
Corporation insolvent, subject to the following provisions:


Dividends in cash or property may be declared and paid, except as otherwise
provided in this Article VII, only out of the unreserved and unrestricted earned
surplus of the Corporation or out of capital surplus, however arising, but each
dividend paid out of capital surplus shall be identified as a distribution of
capital surplus, and the amount per share paid from such capital surplus shall
be disclosed to the shareholders receiving the same concurrently with the
distribution.
If the Corporation shall engage in the business of exploiting natural resources
or other wasting assets and if the Articles of Incorporation so provide, dividends
may be declared and paid in cash out of depletion or similar reserves, but each
such dividend shall be identified as distribution of such reserves and the
amount per share paid from such reserves shall be disclosed to the shareholders
receiving the same concurrently with the distribution thereof.
Dividends may be declared and paid in the Corporation's treasury shares.
Dividends may be declared and paid in the Corporation's authorized but unissued
shares, out of any unreserved and unrestricted surplus of the Corporation, upon
the following conditions:


If a dividend is payable in the Corporations' own shares having a par value,
such shares shall be issued at not less than the par value thereof and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate par value of the shares to be issued
as a dividend.
If a dividend is payable in the Corporations' own shares without par value,
such shares shall be issued at a stated value fixed by the Board of Directors
by resolution adopted at the time such dividend is declared, and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate stated value so fixed and the amount per share
so transferred to stated capital shall be disclosed to the shareholders
receiving such dividend concurrently with the payment thereof.


No dividend payable in shares of any class shall be paid to the holders of
shares of any other class unless the Articles of Incorporation so provide or
such payment is authorized by the affirmative vote or the written consent of
the holders of at least a majority of the outstanding shares of the class which
the payment is to be made.
A split or division of the issued shares of any class into a greater number
of shares of the same class without increasing the stated capital of the
Corporation shall not be construed to be a stock dividend within the meaning of
this Article VII.


ARTICLE VIII SEAL
The Board of Directors shall adopt a Corporate Seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation, the state of
incorporation and the year of incorporation.
ARTICLE IX INDEMNIFICATION
This Corporation may, in its discretion, indemnify any director, officer,
employee, or agent in the following circumstances and in the following manner:


The Corporation may indemnify any person who was or is a part, or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by, or in the right of, the Corporation) by reason of
the fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees at all trial and appellate levels), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, including any appeal thereof, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonable believed to be in, or not opposed to, the best
interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
The Corporation may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee, or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee, or agent of the Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against expenses (including attorneys' fees at all
trial and appellate levels), actually and reasonable incurred by him in
connection with the defense of settlement of such action or suit, including any
appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interest of the Corporation,
except that no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless, and only to the extent that, the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is rarely
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
To the extent that a Director, Officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in Sections or (b) of this Article IX,
or in defense of any claim, issue, or matter therein, shall be indemnified a
gainst expenses (including attorneys' fees at trial and appellate levels)
actually and reasonably incurred by him in connection therewith.
Any indemnification under Sections (a) or (b) of this Article IX, unless
pursuant to a determination by a court, shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections (a)
or (b) or this Article IX. Such determination shall initially be made by the
Board of Directors by a majority vote of a quorum consisting of Directors who
were not parties to such action, suit, or proceeding. If the Board of Directors
shall, for any reason, decline to make such a determination, then such
determination shall be made by the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such action, suit or
proceeding; provided, however, that a determination made by the Board of
Directors pursuant to this Section may be appealed to the shareholders by the
party seeking indemnification or any party entitled to call a special meeting
of the shareholders pursuant to Section 2 of Article I and, in such case, the
determination made by the majority vote of a quorum consisting of shareholders
who were not parties to such action, suit, or proceeding shall prevail over a
contrary determination of the Board of Directors pursuant to this Section.
Expenses (including attorneys' fees at all trial and appellate levels)
incurred in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon a preliminary determination following one of the
procedures set forth in this Article IX, that a Director, Officer, employee or
agent met the applicable standard of conduct set forth in this Article IX, and
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this section.
The Corporation may make any other or further indemnification, except an
indemnification against gross negligence or willful misconduct, under any
agreement, vote of shareholders or disinterested Directors or otherwise, both
as to action in the indemnified party's official capacity and as to action in
another capacity while holding such office.
Indemnification as provided in this Article IX may continue as to a person
who has ceased to be a director, officer, employee or agent and may inure to
the benefit of the heirs, executors and administrators of such a person upon a
proper determination initially made by the Board of Directors by a majority
vote of a quorum consisting of Directors who were not parties to such action,
suit, or proceeding. If the Board of Directors shall, for any reason, decline
to make such a determination, then such determination may be made by the
shareholders by a majority vote of a quorum consisting of shareholders who were
not parties to such action, suit or proceeding; provided, however, that a
determination made by the Board of Directors pursuant to this Section may be
appealed to the shareholders by the party seeking indemnification or his
representative or by any party entitled to call a special meeting of the
shareholders pursuant to Section 2 or Article I and in such case, the
determination made by the majority vote of quorum consisting of shareholders
who were not parties to such action, suit, or proceeding shall prevail over a
contrary determination of the Board of Directors pursuant to this Section (g).
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such liability
under the provisions of this Article IX.
If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the shareholders or by an insurance
carrier pursuant to insurance maintained by the Corporation, the Corporation
shall, not later than the time of delivery to shareholders or written notice of
the next annual meeting of shareholders unless such meeting is held within
three months from the date of such payment, and, in any event, within 15 months
from the date of such payment, deliver either personally or by mail to each
shareholder of record at the time entitled to vote for the election of
Directors a statement specifying the persons paid, the amount paid, and the
nature and status at the time of such payment of the litigation of threatened
litigation.
This Article IX shall be interpreted to permit indemnification to the fullest
extent permitted by law. If any part of this Article shall be found to be
invalid or ineffective in any action, suit of proceeding, the validity and
effect of the remaining part thereof shall not be affected. The provisions of
this Article IX shall be applicable to all actions, claims, suits, or
proceedings made or commenced after the adoption hereof, whether arising from
acts or omissions to act occurring before or after its adoption.


ARTICLE X AMENDMENT OF BYLAWS
The Board of Directors shall have the power to amend, alter, or repeal these
Bylaws, and to adopt new Bylaws.
ARTICLE XI FISCAL YEAR
The Fiscal Year of this Corporation shall be determined by the Board of
Directors.
* * *
The Undersigned, being the duly elected and acting secretary of the Corporation, hereby certifies that the foregoing constitute the validly adopted and true Bylaws of the Corporation, as of the date set forth below.
Dated: October 11, 2011      /s/ Marquis Bey 
                             Secretary (Corporate Seal)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933

NORCOR TECHNOLOGIES CORPORATION

(Name of small business issuer in its charter)





Georgia


1381


56-1693387




(State or other jurisdiction of organization)


(PrimaryStandard Industrial Classification Code)


(Tax IdentificationNumber)








4291 Harbor Ridge DriveGreensboro, North Carolina 27406Telephone:
(240) 462-3584
(Address and telephone number of registrant's executive office)


Mr. Robert Warner
910 Athens Highway , Suite 197 K Loganville, GA 30052
(404) 966-2373
Name, address and telephone number of agent for service)




With copies to:
Abraham Rappaport, ESQ
72 E. McNab Rd, #123
Pompano Beach, FL 33060
PH:954-609-5823

 
 
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Offering Statement becomes effective.
If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act offering statement number of the earlier qualified
offering statement for the same offering. []
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
offering statement number of the earlier effective offering statement for the
same offering. []
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
offering statement number of the earlier effective offering statement for the
same offering. []
If delivery of the offering circular is expected to be made pursuant to
Rule 434, please check the following box. []
Indicate by check mark whether the registrant is a large accelerated filer,
 an accelerated filer, a non-accelerated filer, or a small reporting company.
 See definitions of “large accelerated filer,” “accelerated
 filer” and “smaller reporting company” in Rule 12b-2 of the
 Exchange Act. (Check one):




Large Accelerated Filer


[]


Accelerated Filer


[]




Non-accelerated Filer


[]


Smaller reporting company


[X]




(Do not check if a smaller reporting company)

 
 



COMMON SHARES TO BE QUALIFIED




Title of each class of Securities to be Registered


Number of Shares to be
Registered


Proposed Maximum Offering
Price pershare


Proposed maximum aggregate
offering price (1)


Amount of
Registration
Fee




Common stock for sale by the Company


900,000


$12.00


$10,800,000

 



Common Stock for sale by selling shareholders


100,000


$12.00


$1,200,000

 



TOTAL


1,000,000


$12.00


$12,000,000

 







(1)


The proposed maximum offering price is based on the estimated high end of
the range at which the common stock will initially be sold.




The registrant hereby amends this offering statement on such date or dates
as may be necessary to delay its qualification date until the registrant shall
file a further amendment which specifically states that this offering statement
shall thereafter become qualified in accordance with Section 8(a) of the
Securities Act of 1933 or until the offering statement shall become qualified
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
The information in this Offering Statement is not complete and may be
changed. The Selling Securities Holders may not sell these securities until
the offering statement is filed with the Securities and Exchange Commission and
becomes qualified. This Offering Statement is not an offer to sell these
securities and is not soliciting an offer to buy these securities in any state
where the sale is not permitted.

NORCOR TECHNOLOGIES CORPORATION
1,000,000 Shares of Common Stock at $12.00 per share
This is the initial public offering of shares of our common stock. We are
offering 1,000,000 shares of our common stock at a price of $12.00 per share.
Our common stock is not now listed on any national securities exchange or the
NASDAQ stock market and is not eligible to trade on the OTC Bulletin Board.
While we intend to apply for the quotation of our common stock on the OTC
Bulletin Board or OTC QX upon qualification of the offering statement of which
this offering statement forms a part, there can be no assurance that we will
meet the minimum requirements for such listing or that a market maker will
agree to file on our behalf the necessary documentation with the Financial
Industry Regulatory Authority for such application for quotation to be
approved.
In this public offering we, “Norcor Technologies Corporation”
are offering 900,000 shares of our common stock and our selling shareholder is
offering 100,000 shares of our common stock. We will not receive any of the
proceeds from the sale of shares by the selling shareholder. Shareholders may
also sell their shares at market prices or in privately negotiated transactions
if at such time are shares are quoted on the OTC marketplace. The offering is
being made on a self-underwritten, “best efforts” basis. There is
no minimum number of shares required to be purchased by each investor. The
shares offered by the Company will be sold on our behalf by our Chief Executive
Officer, and President Mark Clayton. There is uncertainty that we will be able
to sell any of the 900,000 shares being offered herein by the Company.
Mr. Clayton will not receive any commissions or proceeds for selling the
shares on our behalf. All of the shares being registered for sale by the
Company will be sold at a fixed price of $12.00 per share for the duration of
the Offering. If at any times our shares are quoted on the Over the Counter
Marketplace “OTC” shareholders may sell their own shares at
prevailing market prices or at privately negotiated prices. There is no minimum
amount we are required to raise from the shares being offered by the Company
and any funds received will be immediately available to us. There is no
guarantee that we will sell any of the securities being offered in this
offering. Additionally, there is no guarantee that this Offering will
successfully raise enough funds to institute the Company’s business plan.
Additionally, there is no guarantee that a public market will ever develop, and
you may be unable to sell your shares.
Our offering will terminate upon the earliest of (i) such time as all of the
common stock has been sold pursuant to the offering statement or (ii) 365 days
from the qualification date of this offering statement unless extended by our
Board of Directors for an additional 90 days. We may however, at any time and
for any reason terminate the Offering.
our auditors have indicated in their opinion on our financial statements as
of and for the period from December 31, 2018 to December 31, 2020 that there
exists substantial doubt as to our ability to continue as a going concern.
Moreover, we are an early stage venture with limited operating history.
As such, this offering is highly speculative and the common stock being
offered for sale involves a high degree of risk and should be considered only
be persons who can afford the loss of their entire investment.
Readers are encouraged to reference “Risk Factors” set
forth herein for additional information regarding the risks associated with our
company and common stock, which includes, but is not limited to:
The industry in which we operate is highly competitive and there can be no
assurance that our business model will allow us to generate sufficient revenue
to obtain market share and continue to meet our obligations as they come due;
Our performance is subject to general economic conditions, which may
adversely impact our ability to generate revenue and maintain profitability.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this offering circular. Any representation to
the contrary is a criminal offense.
The information in this offering statement is not complete and may be
changed. This offering statement is included in the offering statement that was
filed by us with the Securities and Exchange Commission. We may not sell these
securities until the offering statement becomes qualified. This offering
statement is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date of this offering circular is April 30, 2021

4
TABLE OF CONTENTS
SUMMARY INFORMATION…......................... 6
THE OFFERING…................................ 7
RISK FACTORS....................................... 10
USE OF PROCEEDS.................................... 20
DETERMINATION OF OFFERING PRICE.................... 20
DILUTION........................................... 20
SELLING SECURITIES HOLDERS......................... 21
PLAN OF DISTRIBUTION…....................... 22
DESCRIPTION OF SECURITIES.......................... 23
INTERESTS OF NAMED EXPERTS AND COUNSEL............. 25
BUSINESS OF THE COMPANY…................... 26
LEGAL PROCEEDINGS................................. 29
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION…........................................................... 29
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS............................................................... 33
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS…............................................................. 33
EXCUTIVE COMPENSATION…............................................... 36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &
 MANAGEMENT…..........................................................37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................... 38

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION................. 39

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This offering statement contains forward-looking statements which relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”
or “continue” or the negative of these terms or other comparable terminology. These
forward-looking statements include, without limitation, statements about our market
opportunity, our strategies, competition, expected activities and expenditures
as we pursue our business plan, and the adequacy of our available cash
resources. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Actual results may differ
materially from the predictions discussed in these forward-looking statements.
The economic environment within which we operate could materially affect our
actual results. Additional factors that could materially affect these
forward-looking statements and/or predictions include, among other things:
the volatility of energy prices, the possibility that markets will not develop
for our technology, the Company’s need for and ability to obtain
additional financing, and other factors over which we have little or no
control.
We undertake no obligation to publicly release the results of any revisions
to these forward- looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers should carefully review the risk factors
described in this and other documents that we file from time-to-time with the
Securities and Exchange Commission, including subsequent Reports on Form 1-SA
and Annual Reports on Form 1-K.
SUMMARY INFORMATION
As used in this offering statement, references to the “Company,” “we,” “our”,
“us” or “Norcor” refer to Norcor Technologies Corporation unless the context
otherwise indicated.
You should carefully read all information in the offering statement,
including the financial statements and their explanatory notes, under the
Financial Statements prior to making an investment decision.
The registrant was incorporated in the State of Georgia on November 3, 2010.
Our principal executive offices are located at 4291 Harbor Ridge Drive,
Greensboro, NC 27406. Our telephone number is (240) 462-3584. Our Chief
Executive Officer and President is Mr. Mark Clayton.
Norcor Technologies Corporation was originally incorporated in Delaware on
November 30, 1989. The Company later moved to North Carolina and became a
North Carolina corporation on April 22, 1993, and then became a Florida
registered corporation 0n January 3, 2007. Due to the passing of our registered
agent in Florida, The Company is now a Georgia corporation with principal
business activities focused on solar energy both locally and internationally.
The Company was incorporated in the state of Georgia on November 3, 2010.
Since inception, our Chief Executive Officer has been negotiating joint
ventures with other companies such as 510 Nano, a solar company based in
North Carolina and Silicon Valley, California. Also HBC Registered Engineers a
consulting company that operates in the United States, South America,
Europe, Caribbean and Africa. Currently, the Company has located parcels of
land in North Carolina and Jamaica for its proposed Solar Farms.
Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern given our lack of operating history and the fact to
date have had no revenues. Potential investors should be aware that there are
difficulties associated with being a new venture, and the high rate of failure
associated with this fact. We have an accumulated deficit of at and have had no
revenues to date. Our future is dependent upon our ability to obtain financing
and upon future profitable operations from our operations. These factors raise
substantial doubt that we will be able to continue as a going concern
The registrant has no present plans to be acquired or to merge with another
company nor does the registrant, or any of its shareholders, have any plans to
enter into a change of control or similar transaction.

THE OFFERING
This offering statement relates to the sale of a total of 1,000,000 shares
of our common stock. Upon the effective date of this offering statement, up to
100,000 shares may be sold by the selling stockholder as set forth under the
caption “Selling Securities Holders”. The distribution of the
shares by the Selling Securities Holders is not subject to any underwriting
agreement. We will receive none of the proceeds from the sale of the shares by
the Selling Securities Holders. We will bear all expenses of the registration
incurred in connection with this offering, but all selling and other expenses
incurred by the Selling Securities Holders will be borne by the Selling
Securities Holders. The Selling Securities Holders will determine when and how
they will sell the common stock offered pursuant to this offering statement.
The offering will terminate upon the earliest of (i) such time as all of the
common stock has been sold pursuant to the offering statement or (ii) 365 days
from the qualification date of this offering statement, unless extended by our
Board of Directors for an additional 90 days. We may, however, at any time and
for any reason, terminate the offering.
There is presently no public market for our common shares. We anticipate
applying for quoting of our common shares on the OTC Bulletin Board or OTCQB
upon the qualification of the offering statement of which this offering
statement forms a part. There can be no assurance that a market maker will
agree to file the necessary documents with the Financial Industry Regulatory
Authority, which operates the OTCBB and OTCQB, nor can there be any assurance
that such application for quotation will be approved.
Mark Clayton, our Chief Executive Officer and President, currently owns/
controls a majority of the issued and outstanding common stock of the Company,
and will continue to own sufficient common shares to control the operations of
the Company after this offering, irrespective of its outcome.
We are an emerging growth company under the JOBS Act. We shall continue to
be deemed an emerging growth company until the earliest of:
The last day of the fiscal year of the issuer during which it had total
annual gross revenues of
$1,000,000,000 (as such amount is indexed for inflation every 5 years by the
Commission to reflect the change in the Consumer Price Index for All Urban
Consumers published by the Bureau of Labor Statistics, setting the threshold to
the nearest 1,000,000) or more.
The last day of the fiscal year of the issuer following the fifth anniversary
of the date of the first sale of common equity securities of the issuer pursuant
to a qualified offering statement.
The date on which such issuer has, during the previous 3-year period, issued
more than
$1,000,000,000 in non-convertible debt; or
The date on which such issuer is deemed to be a ‘large accelerated
filer’, as defined in section 240.12b-2 of title 46, Code of Federal
Regulations, or any successor thereto.
As an emerging growth company, we are exempt from Section 404(b) of Sarbanes
Oxley. Section 404(a) requires Issuers to publish information in their annual
reports concerning the scope and adequacy of the internal control structure and
procedures for financial reporting. This statement shall also assess the
effectiveness of such internal controls and procedures. Section 404(b) requires
that the registered accounting firm shall, in the same report, attest to and
report on the assessment and the effectiveness of the internal control
structure and procedures for financial reporting.
As an emerging growth company, we are also exempt from Section 14A (a) and
(b) of the SecuritiesExchange Act of 1934 which require the shareholder
approval of executive compensation and golden parachutes. These exemptions are
also available to us as a Smaller Reporting Company We have elected to use the
extended transition period for complying with new or revised accounting
standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the
 adoption of new or revised accounting standards that have different effective
 dates for public and
private companies until those standards apply to private companies. As a
result of this election, our financial statements may not be comparable to
companies that comply with public company effective dates.
Summary Financial Information Because this is only a
financial summary, it does not contain all the financial information that may
be important to you. Therefore, you should carefully read all the information
in this offering statement, including the financial statements and their
explanatory notes before


NORCOR TECHNOLOGIES CORPORATION BALANCE SHEET AND
CONSOLIDATED STATEMENTS OF OPERATIONS
Inception on November 29, 2001 to December 31, 2020 (In Thousands)




BALANCE SHEET

 
 


 
 
 



Total Assets


$


105,000,027,500



 
 
 



LIABILITIES AND STOCKHOLDERS’ EQUITY

 
 



Accounts Payable

 
 


 
 

$50,000




Total Current Liabilities

 
 


 
 

$50,000



 
 
 



STOCKHOLDERS’ EQUITY

 
 


 
 
 



Common stock: $0.01 par value, 500,000,000 shares authorized
332,014,375 shares issued and outstanding

 
 


 

 $3,320,144 




Additional paid-in-capital


$9,996,707,356




Accumulated Deficit

 
 



Preferred Share $190 par value, 500,000,000 authorized and
Outstanding as of 12/31/2020 & 12/31/2019

 

$95,000,000.00




Total stockholders’ equity


$104,999,977.500



 
 



Total liabilities and stockholders’ equity


$105,000,027,500








CONSOLIDATEDSTATEMENTSOFOPERATIONS

 
 



Revenues


$


0



 
 
 



Operating Expenses


$


0



 
 
 



Earnings (Loss)


$


0



 
 
 



Weighted average number of shares of common stock outstanding


332,014,375




RISK FACTORS
In addition to the other information provided in this offering
statement, you should carefully consider the following risk factors in
evaluating our business before purchasing any of our common stock. All material
risks are discussed in this section.
RISKS RELATING TO OUR BUSINESS
We are at a very early operational stage and our success is subject to the
substantial risks inherent in the establishment of a new business venture.
 
Our Company was formed as a Georgia corporation on November 3, 2010, and we
have no operating history upon which you can make an investment decision, or
upon which we can accurately forecast future sales. You should, therefore,
consider us subject to the business risks associated with a new business. The
likelihood of our success must be considered in light of the expenses,
difficulties and delays frequently encountered in connection with the formation
and initial operations of a new business.
Our auditors have expressed substantial doubt about our ability to continue
as a going concern
 
Our auditor’s report on our December 31, 2020 financial statements
expresses an opinion that substantial doubt exists as to whether we can
continue as an ongoing business. Because our Officers may be unable or
unwilling to loan or advance any capital to Norcor, we believe that if we do
not raise future operating capital, we may be required to suspend or cease the
implementation of our business plans within 12 months. Since there is no
minimum and no refunds on sold shares, you may be investing in a company that
will not have the funds necessary to continue to deploy its business
strategies. See “December 31, 2020 Audited Financial Statements
- Report of Independent Registered Public Accounting Firm.”
We have a very limited operating history, and our business plan is unproven
and may not be successful.

The Company has been conducting operations since 1989 with a focus on the
construction and energy industry. However, our current business plan will focus
on building solar farms, an area in which we have no operating history. We have
not proven that our business model will allow us to generate a profit.
If we do not obtain sufficient supply of solar cells and other components
and materials to conduct our business, our revenues and operating results could
suffer.

There are a limited number of solar cell suppliers. Our estimate regarding our
supply needs may not be correct and our purchase orders may be cancelled by our
suppliers. If our suppliers cancel our purchase orders or change the volume or
pricing associated with these purchase orders, we may be unable to meet
existing and future customer demand for our products, which could cause us to
lose customers, market share and revenue. Our component and materials suppliers
may fail to meet our needs. We manufacture all of our solar power products
using materials and components procured from a limited number of third-party
suppliers. We do not currently have long-term supply contracts with our
suppliers. This generally serves to reduce our commitment risk but does expose
us to supply risk and to price increases that we may not be able to pass on to
our customers. In some cases, supply shortages and delays in delivery may
result in curtailed production or delays in production, which could contribute
to a decrease in inventory levels and loss of profit. We expect that shortages
and delays in deliveries of some components will occur from time to time. If we
are unable to obtain sufficient components on a timely basis, we may experience
manufacturing delays, which could harm our relationships with current or
prospective customers and reduce our sales. We also depend on a select number
of suppliers for certain supplies that we use in our business. If we are unable
to continue to purchase components from these limited source suppliers or are
unable to identify alternative suppliers, our business and operating results
could be materially and adversely affected. In addition our competitors may be
able to obtain better pricing.
Our Chief Executive Officer does not have any prior experience conducting a
best efforts offering, and our best efforts offering does not require a minimum
amount to be raised. As a result, we may not be able to raise enough funds to
commence and sustain our business and our investors may lose their entire
investment.
Our CEO, Mr. Mark Clayton, does not have any experience conducting a best-
efforts offering. Consequently, we may not be able to raise the funds needed to
commence business operations. Also, the best-efforts offering does not require
a minimum amount to be raised. If we are not able to raise sufficient funds, we
may not be able to fund our operations as planned, and our business will suffer
and your investment may be materially adversely affected. Our inability to
successfully conduct a best-efforts offering could be the basis of your losing
your entire investment in us.
Our future sales and reputation may be affected by litigation or other
liability claims.
We have not procured a general liability insurance policy for our business. To
the extent that we suffer a loss of a type which would normally be covered by
general liability, we would incur significant expenses in defending any action
against us and in paying any claims that result from a settlement or judgment
against us. Adverse publicity could result in a loss of consumer confidence in
our products.
Subsidies provided by foreign governments may impact the supply and price
of solar cells and could make it difficult for us to compete effectively.
Several foreign countries, including Germany, Italy, Spain and Portugal,
provide manufacturers of solar products with substantial subsidies to encourage
their production of clean solar energy. In many instances, these subsidies are
greater than the subsidies we are able to obtain in the U.S. for our
operations, which increases the ability of solar product manufacturers in these
countries to pay more than we can pay for solar cells while still remaining
profitable. If worldwide demand for solar cells from companies located in
countries with large solar subsidy programs increases, our suppliers may
increase the price they charge to purchase solar cells and allocate available
supplies of solar cells to manufacturers located in countries with higher solar
subsidies than those provided in the U.S. This risk will increase if more
countries implement policies to further subsidize solar technologies. These
increased costs and supply constraints could materially and adversely affect
our results of operations and our ability to compete effectively.
Failure to effectively manage our growth could place strains on our
managerial, operational, and financial resources and could adversely affect our
business and operating results.
Our growth has placed, and is expected to continue to place, a strain on our
managerial, operational, and financial resources. Further, if our business
grows, we will be required to manage multiple relationships. Any further growth
by us, or an increase in the number of our strategic relationships will
increase this strain on our managerial, operational, and financial resources.
This strain may inhibit our ability to achieve the rapid execution necessary to
implement our business plan and could have a material adverse effect upon our
financial condition, business prospects and operations and the value of an
investment in our company.
As polysilicon supply increases, the corresponding increase in the global
supply of solar cells and panels may cause substantial downward pressure on the
prices of our products, resulting in lower revenues and earnings.
Because of current global financial conditions, the surplus of poly silicon
has resulted in a surplus of solar panel inventory. Decreases in poly silicon
pricing and increases in solar panel production could each result in
substantial downward pressure on the price of solar cells and panels, including
our products. Such price reductions could have a negative impact on our revenue
and earnings, and materially adversely affect our business and financial
condition.
If we do not achieve satisfactory yields or quality in manufacturing our
solar modules or if our suppliers furnish us with defective solar cells, our
sales could decrease and our relationships with our customers and our
reputation may be harmed.
The success of our business depends upon our ability to incorporate high
quality and yield solar cells into our products. We test the quality and yield
of our solar products and the solar cells that we incorporate into our solar
products, and we source our solar cells from manufacturers we believe are
reputable. Nonetheless, our solar modules may contain defects that are not
detected until after they are shipped or are installed because we cannot test
for all possible scenarios. These defects could cause us to incur significant
re-engineering costs, divert the attention of our engineering personnel from
product development efforts and significantly affect our customer relations and
business reputation. In addition, we may not be able to fulfill our purchase
orders if we purchase a large number of defective solar cells. The number of
solar cells that we purchase at any time is based upon expected demand for our
products and an assumed ratio of defective to non-defective solar cells. If
this ratio is greater than expected, we may not have an adequate number of non-
defective solar cells to allow us to fulfill our purchase orders on time. If we
do not fulfill orders for our products because we have a shortage of non-
defective solar cells or deliver modules with errors or defects, or if there is
a perception that these solar cells or solar modules contain errors or defects,
our credibility and the market acceptance and sales of our products could be
harmed.
Because our industry is highly competitive and has low barriers to entry, we
may lose market share to larger companies that are better equipped to weather
deterioration in market conditions due to increased competition.
Our industry is highly competitive and fragmented, subject to rapid change and
has low barriers to entry. We may in the future compete for potential customers
with solar and HVAC systems installers and servicers, electricians, utilities
and other providers of solar power equipment or electric power. Some of these
competitors may have significantly greater financial, technical, and marketing
resources and greater name recognition than we have.
We believe that our ability to compete depends in part on a number of factors
outside of our control, including: the ability of our competitors to hire,
retain and motivate qualified personnel; the ownership by competitors of
proprietary tools to customize systems to the needs of a particular customer;
the price at which others offer comparable services and equipment; the extent
of our competitors’ responsiveness to customer needs; and installation
technology.
Competition in the solar power services industry may increase in the future,
partly due to low barriers to entry, as well as from other alternative energy
resources now in existence or developed in the future. Increased competition
could result in price reductions, reduced margins or loss of market share and
greater competition for qualified personnel. There can be no assurance that we
will be able to compete successfully against current and future competitors. If
we are unable to compete effectively, or if competition results in a
deterioration of market conditions, our business and results of operations
would be adversely affected.
We generally do not have long-term agreements with our customers and,
accordingly, could lose customers without warning.
Our products are generally not sold pursuant to long-term agreements with
customers, but instead are sold on a purchase order basis. We typically
contract to perform large projects with no assurance of repeat business from
the same customers in the future. Although cancellations on our purchase orders
to date have been insignificant, our customers may cancel or reschedule
purchase orders with us on relatively short notice. Cancellations or
rescheduling of customer orders could result in the delay or loss of
anticipated sales without allowing us sufficient time to reduce, or delay the
occurrence of, our corresponding inventory and operating expenses. In addition,
changes in forecasts or the timing of orders from these or other customers
expose us to the risks of inventory shortages or excess inventory. This, in
addition to the completion and non-repetition of large systems projects, in
turn could cause our operating results to fluctuate.
Existing regulations and policies of the electric utility industry and changes
to these regulations and policies may present technical, regulatory and
economic barriers to the purchase and use of our products, which may
significantly reduce demand for our products.
The market for electricity generating products is strongly influenced by
federal, state and local government regulations and policies concerning the
electric utility industry, as well as policies promulgated by electric
utilities. These regulations and policies often relate to electricity pricing
and technical interconnection of customer-owned electricity generation. In the
U.S., these regulations and policies are being modified and may continue to be
modified. Customer purchases of alternative energy sources, including solar
power technology, could be deterred by these regulations and policies, which
could result in a significant reduction in the demand for our solar power
products. For example, without a regulatory-mandated exception for solar power
systems, utility customers are often charged interconnection or standby fees
for putting distributed power generation on the electric utility grid. These
fees could increase the cost to our customers and make our solar power products
less desirable. The failure to increase or restructure the net metering caps
could adversely affect our business. Currently all grid-tied photovoltaic
systems are installed with cooperation by the local utility providers under
guidelines created through statewide net metering
policies. These policies require local utilities to purchase from end users
excess solar electricity for a credit against their utility bills. The amount
of solar electricity that the utility is required to purchase is referred to as
a net metering cap. If these net metering caps are reached and local utilities
are not required to purchase solar power, or if the net metering caps do not
increase in the locations where we install our solar product, demand for our
products could decrease. The solar industry is currently lobbying to extend
these arbitrary net metering caps, and replace them with either notably higher
numbers, or with a revised method of calculation that will allow the industry
to continue our expansion in a manner consistent with both the industry and
state and federal desires. Moreover, we anticipate that our solar power
products and our installation will be subject to oversight and regulation in
accordance with national and local ordinances relating to building codes,
safety, and environmental protection, utility interconnection and metering and
related matters. It is difficult to track the requirements of individual states
and design equipment to comply with the varying standards. Any new government
regulations or utility policies pertaining to our solar power products may
result in significant additional expenses to us, our resellers, and our
customers and, as a result, could cause a significant reduction in demand for
our solar power products.
Our Project requires significant capital investment by the Company.
Our operating Cash Flow will be negatively impacted to the extent we invest in
our projects requiring significant capital, and our ability to make
distributions or pay dividends may be negatively impacted, especially during
our early periods of operation. Distributions or dividends will be made at the
sole and unencumbered discretion of the board. We may incur substantial debt
from loans we obtain that may be collateralized by some or all of our assets,
which will put those assets at risk of forfeiture. If we are unable to pay our
debts, principal and interest payments on these loans reduce the amount of
money that would otherwise be available for other purposes.
Our investments are mainly foreign increasing their exposure to risk.
We intend to make foreign investments, and will be susceptible to risks
associated with such investments, including changes in currency exchange rates,
foreign taxes, adverse political or economic developments and changes in
foreign laws. We are subject to risks associated with the liquidity problems
occurring in both the United States and Global credit markets. Volatility in
the debt markets could affect our ability to obtain financing for acquisitions
or contract financing.
We may not be able to efficiently integrate the operations of our
acquisitions, products or technologies.
From time to time, we may acquire new and complementary technology, assets and
companies. We do not know if we will be able to complete any acquisitions or if
we will be able to successfully integrate any acquired businesses, operate them
profitably or retain key employees. Integrating any other newly acquired
business, product or technology could be expensive and time-consuming, disrupt
our ongoing business and distract our management. We may face competition for
acquisition targets from larger and more established companies with greater
financial resources. In addition, in order to finance any acquisitions, we
might be forced to obtain equity or debt financing on terms that are not
favorable to us and, in the case of equity financing our stockholders interests
may be diluted. If we are unable to integrate effectively any newly acquired
company, product or technology, our business, financial condition and operating
results could suffer.
We depend heavily on key personnel, and turnover of key senior management
could harm our business.
Our future business and results of operations depend in significant part upon
the continued contributions of our founder Wellesley Clayton and Chief
Executive Officer and President Mark Clayton. If we lose his services or if he
fails to perform in his current position, or if we are not able to attract and
retain skilled employees as needed, our business could suffer. Significant
turnover in our senior management could significantly deplete our institutional
knowledge held by our existing senior management team. We depend on the skills
and abilities of these key employees in managing the product acquisition,
marketing and sales aspects of our business, any part of which could be harmed
by turnover in the future.
Our management has limited experience in managing the day to day operations of
a public company and, as a result, we may incur additional expenses associated
with the management of our company.
Our Chief Executive Officer and President Mark Clayton is responsible for the
operations and reporting of our company. The requirements of operating as a
small public company are new to our management. This may require us to obtain
outside assistance from legal, accounting, investor relations, or other
professionals that could be more costly than planned. We may also be required
to hire additional staff to comply with additional SEC reporting requirements.
We anticipate that the costs associated with SEC requirements associated with
going and staying public are substantial. If we lack cash resources to cover
these costs in the future, our failure to comply with reporting requirements
and other provisions of securities laws could negatively affect our stock price
and adversely affect our potential results of operations, cash flow and
financial condition after we commence operations.
Implications of Being an Emerging Growth Company.
As a company with less than $1.0 billion in revenue during its last fiscal
year, we qualify as an "emerging growth company" as defined in the JOBS Act.
For as long as a company is deemed to be an emerging growth company, it may
take advantage of specified reduced reporting and other regulatory requirements
that are generally unavailable to other public companies.
An emerging growth company is also exempt from Section 404(b) of Sarbanes Oxley
which requires that the registered accounting firm shall, in the same report,
attest to and report on the assessment on the effectiveness of the internal
control structure and procedures for financial reporting. Similarly, as a
Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-
Oxley Act and our independent registered public accounting firm will not be
required to formally attest to the effectiveness of our internal control over
financial reporting until such time as we cease being a Smaller Reporting
Company.
As an emerging growth company, we are exempt from Section 14A (a) and (b) of
the Securities Exchange Act of 1934 which require the shareholder approval of
executive compensation and golden parachutes.
Section 107 of the JOBS Act provides that an emerging growth company can take
advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In
other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private
companies. We have elected to take advantage of the benefits of this extended
transition period. Our financial statements may therefore not be comparable to
those of companies that comply with such new or revised accounting standards.
RISKS RELATED TO OUR COMMON STOCK
The offering price of $.12.00 per share is arbitrary.
The Offering price of $12.00 per share has been arbitrarily determined by our
management and does not bear any relationship to the assets, net worth or
projected earnings of the Company or any other generally accepted criteria of
value. Given this it is possible that investors may suffer dilution in the
value of shares purchased herein.
We have no firm commitment for the purchase of any shares
We have no firm commitment for the purchase of any shares. Therefore there is
no assurance that a trading market will develop or be sustained. The Company
has not engaged a placement agent or broker for the sale of the shares. The
Company may be unable to identify investors to purchase the shares. If by any
chance a Broker Dealer, Market Maker or Underwriter sell these shares an over
allotment is available within thirty days should it be necessary to stabilize
the pricing. All legal means should be taken to utilize the over allotment
automatically.
All proceeds from the sale of shares offered by the Company will be
immediately available for use by the company.
There is no minimum offering amount and we have not established an escrow to
hold any of the proceeds from the sale of the shares offered by the Company. As
a result, all proceeds from the sale of shares offered by the Company will be
available for immediate use by the Company. The proceeds of the sale may not be
sufficient to implement the Company’s business strategy.
We will apply to have our common stock traded over the counter, which may
deprive stockholders of the full value of their shares.
We will apply to have our common stock quoted via the OTC Electronic Bulletin
Board. Therefore, our common stock is expected to have fewer market makers,
lower trading volumes and larger spreads between bid and asked prices than
securities listed on an exchange such as the New York Stock Exchange or the
NASDAQ Stock Market. These factors may result in higher price volatility and
less market liquidity for the common stock.
Sales of our common stock under Rule 144 could reduce the price of our
stock.
There are 332,014,375 shares of our common stock held by existing shareholders
that Rule 144 of the Securities Act of 1933 defines as restricted securities.
1,000,000 newly issued shares are being registered in this offering, however
all of the remaining shares will still be subject to the resale restrictions of
Rule 144. In general, persons holding restricted securities, including
affiliates, must hold their shares for a period of at least six months, 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 common
stock under Rule 144 could reduce prevailing market prices for our securities.
Because we do not have an audit or compensation committee, shareholders will
have to rely on the entire board of directors, none of which are independent,
to perform these functions.
We do not have an audit or compensation committee comprised of independent
directors. Indeed, we do not have any audit or compensation committee. These
functions are performed by the board of directors as a whole. No members of the
board of directors are independent directors. Thus, there is a potential
conflict in that board members who are also part of management will participate
in discussions concerning management compensation and audit issues that may
affect management decisions.
The Clayton family, as beneficiaries of the WKFC Trust, owns a significant
percentage of our outstanding voting securities which could reduce the ability
of minority shareholders to effect certain corporate actions.
The Clayton family, as beneficiaries of the WKFC Trust, beneficially own
approximately 92% of all outstanding voting securities. As a result, currently,
and after the offering, Mark Clayton, our President and CEO, may possess a
significant influence and can elect a majority of our board of directors and
authorize or prevent proposed significant corporate transactions. Their
ownership and control may also have the effect of delaying or preventing a
future change in control, impeding a merger, consolidation, takeover or other
business combination or discourage a potential acquirer from making a tender
offer.
We may, in the future, issue additional shares of common stock, which would
reduce investors’ percent of ownership and may dilute our share value.
Our Articles of Incorporation, as amended, authorize the issuance of
500,000,000 shares of common stock. As of the date of this offering circular
the Company had 332,014,375 shares of common stock outstanding. Accordingly, we
may issue up to an additional 167,985,625 shares of common stock. The future
issuance of common stock may result in substantial dilution in the percentage
of our common stock held by our then existing shareholders. We may value any
common stock issued in the future on an arbitrary basis. The issuance of common
stock for future services or acquisitions or other corporate actions may have
the effect of diluting the value of the
shares held by our investors, and might have an adverse effect on any
trading market for our common stock.
We are subject to compliance with securities law, which exposes us to
potential liabilities, including potential rescission rights.
We may offer to sell our common stock to investors pursuant to certain
exemptions from the registration requirements of the Securities Act of 1933, as
well as those of various state securities laws. The basis for relying on such
exemptions is factual; that is, the applicability of such exemptions depends
upon our conduct and that of those persons contacting prospective investors and
making the offering. We may not seek any legal opinion to the effect that any
such offering would be exempt from registration under any federal or state law.
Instead, we may elect to relay upon the operative facts as the basis for such
exemption, including information provided by investor themselves.
If any such offering did not qualify for such exemption, an investor would have
the right to rescind its purchase of the securities if it so desired. It is
possible that if an investor should seek rescission, such investor would
succeed. A similar situation prevails under state law in those states where the
securities may be offered without registration in reliance on the partial
preemption from the registration or qualification provisions of such state
statutes under the National Securities Markets Improvement Act of 1996. If
investors were successful in seeking rescission, we would face severe financial
demands that could adversely affect our business and operations. Additionally,
if we did not in fact qualify for the exemptions upon which it has relied, we
may become subject to significant fines and penalties imposed by the SEC and
state securities agencies.
There is no current established trading market for our securities and if a
trading market does not develop, purchasers of our securities may have
difficulty selling their shares.
There is currently no established public trading market for our securities and
an active trading market in our securities may not develop or, if developed,
may not be sustained. While we intend to seek a quotation on the OTC Bulletin
Board, there can be no assurance that any such trading market will develop, and
purchasers of the shares may have difficulty selling their common stock should
they desire to do so. No market makers have committed to becoming market makers
for our common stock and none may do so.
Because we do not intend to pay any cash dividends on our common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell shares
when desired.
Opt-in right for emerging growth company.
We have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(2) of the Jobs Act, that
allows us to delay the adoption of new or revised accounting standards that
have different effective dates for public and private companies until those
standards apply to private companies. As a result of this election, our
financial statements may not be comparable to companies that comply with public
company effective dates.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price
per share is $12.00. The following table sets forth the uses of proceeds
assuming the sale of 100%, of the securities offered for sale by the Company.
There is no guarantee that we will receive any proceeds from the offering.




Assuming 100% of Shares Sold

 



Gross Proceeds from this Offering


$12,000,000




BUSINESS DEVELOPMENT EXPENSES

 



Solar Farm Up-fit


$11,500,000




Software and Computer Equipment


$30,000




OFFICE & ADMINISTRATIVE EXPENSES

 



Officer’s Salaries


$200,000




Legal &Accounting


$95,000




Consulting Fees


$120,000




Office & Administrative


$55,000




TOTAL


$12,000,000




DETERMINATION OF OFFERING PRICE
Our management has determined the offering price for the common shares being
sold in this offering. The price of the shares we are offering was arbitrarily
determined. The offering price bears no relationship whatsoever to our assets,
earnings, book value or other criteria of value. The factors considered were:
our lack of significant revenues; our growth potential; and the price we
believe a purchaser is willing to pay for our stock
The offering price does not bear any relationship to our assets, results of
operations, or book value, or to any other generally accepted criteria of
valuation. Prior to this offering, there has been no market for our securities.
DILUTION
If you purchase any of the shares offered by this offering statement, your
ownership interest will be diluted to the extent of the difference between the
initial public offering price per share and the pro forma as adjusted net
tangible book value per share of our common stock immediately after this
offering. Dilution results from the fact that the initial public offering price
per share is substantially in excess of the book value per share attributable
to the existing stockholder for the presently outstanding stock. As of December
31, 2020, our net tangible book value was $9,999,977,500 or $30.11 per share of
common stock. Net tangible book value per share represents the amount of our
total tangible assets (excluding deferred offering costs) less total
liabilities, divided by 332,014,375, the number of shares of common stock
outstanding at December 31, 2020.
The following table sets forth as of December 31, 2020, the number of shares of
common stock purchased from us and the total consideration paid by our existing
stockholder and by new investors in this offering assuming 100% of the offering
is sold at the offering price of $12.00 per share.



 

100% of Offering Sold




Offering Price Per share


$12.00




Post Offering Net Tangible Book Value


$10,011,977,500




Post Offering Net Tangible Book Value Per Share


$30.64




Pre-Offering Net Tangible Book Value Per Share


$30.11




Increase (Decrease) Net Tangible Book Value Per Share After Offering for Original Shareholder


$0.53




Dilution Per Share for New Shareholders


$18.64




Percentage Dilution Per Share for New Shareholders


155%




Capital Contribution by Purchasers of Shares


$12,000,000




Capital Contribution by Existing Shares


$310,000




% Contribution by Purchasers of Shares


0.77%




% Contribution by Existing Shareholder


99.23%




# of Shares After Offering Held by Public Investors


1,000,000




# of Shares After Offering Held by Existing Investors


332,014,375




Total Shares Issued and Outstanding


333,014,375




% of Shares - Purchasers Hold After Offering


.003%




% of Shares - Existing Shareholders After Offering


99.9%




Assuming the Issuer sells the entire offering of 1,000,000 shares, after giving
effect to the sale of common shares in this offering, and after deducting
underwriting discounts and commissions and estimated offering expenses payable
by us, our as adjusted net tangible book value as of December 31, 2020 would
have been $10,011,977,500.00, or $30.64 per share. This amount represents an
immediate increase in the as adjusted net tangible book value of $0.53 per
share to our existing stockholder and an immediate increase in the as adjusted
net tangible book value of approximately $18.64 per share to new investors
purchasing common shares in this offering. We determine dilution by subtracting
the as adjusted net tangible book value per share after the offering from the
amount of cash that a new investor paid for a share of common stock.
SELLING SECURITIES HOLDERS
The shares being offered for resale by the Selling Securities Holders consist
of the 100,000 shares of our common stock held by 1 shareholder, WKFC Trust,
which is controlled by Mark Clayton, the Company’s President & CEO.
PLAN OF DISTRIBUTION
This offering statement relates to the sale of 1,000,000 common shares.
We will sell the common shares ourselves and do not plan to use underwriters or
pay any commissions. We will be selling our common shares using our best
efforts and no one has agreed to buy any of our common shares. This offering
statement permits our officers and directors to sell the common shares directly
to the public, with no commission or other remuneration payable to them for any
common shares they may sell. There is no plan or arrangement to enter into any
contracts or agreements to sell the common shares with a broker or dealer. Our
officers and directors will sell the common shares and intend to offer them to
friends, family members and business acquaintances. There is no minimum amount
of common shares we must sell so no money raised from the sale of our common
shares will go into escrow, trust or another similar arrangement.
The common shares are being offered by Mr. Mark Clayton, an officer and
director of the registrant. Mr. Clayton will be relying on the safe harbor in
Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the common shares. No
sales commission will be paid for common shares sold by Mr. Clayton. Mr.
Clayton is not subject to a statutory disqualification and is not associated
persons of a broker or dealer.
Additionally, Mr. Clayton primarily performs substantial duties on behalf of
the registrant otherwise than in connection with transactions in securities.
Mr. Clayton has not been a broker or dealer or an associated person of a broker
or dealer within the preceding 12 months and he has not participated in selling
an offering of securities for any issuer more than once every 12 months other
than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the
Securities Exchange Act of 1934.
Our offering will terminate upon the earliest of (i) such time as all of the
common stock has been sold pursuant to the offering statement or (ii) 365 days
from the effective date of this offering circular unless extended by our Board
of Directors for an additional 90 days. We may however, at any time and for any
reason terminate the offering.
OTC Bulletin Board Considerations
To be quoted on the OTC Bulletin Board, a market maker must file an application
on our behalf in order to make a market for our common stock. We anticipate
that after this offering statement is declared effective, market makers will
enter “piggyback” quotes and our securities will thereafter trade
on the OTC Bulletin Board.
The OTC Bulletin Board is separate and distinct from the NASDAQ stock market.
NASDAQ has no business relationship with issuers of securities quoted on the
OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-
listed securities, do not apply to securities quoted on the OTC Bulletin Board.
Although the NASDAQ stock market has rigorous listing standards to ensure the
high quality of its issuers, and can delist issuers for not meeting those
standards, the OTC Bulletin Board has no listing standards. Rather, it is the
market maker who chooses to quote a security on the system, files the
application, and is obligated to comply with keeping information about the
issuer in its files. FINRA cannot deny an application by a market maker to
quote the stock of a company. The only requirement for inclusion in the
bulletin board is that the issuer be current in its reporting requirements with
the SEC.
Although we anticipate listing on the OTC Bulletin board will increase
liquidity for our stock, investors may have greater difficulty in getting
orders filled because it is anticipated that if our stock trades on a public
market, it initially will trade on the OTC Bulletin Board rather than on
NASDAQ. Investors’ orders may be filled at a price much different than
expected when an order is placed. Trading activity in general is not conducted
as efficiently and effectively as with NASDAQ-listed securities.
Investors must contact a broker-dealer to trade OTC Bulletin Board securities.
Investors do not have direct access to the bulletin board service. For bulletin
board securities, there only has to be one market maker.
Bulletin board transactions are conducted almost entirely manually. Because
there are no automated systems for negotiating trades on the bulletin board,
they are conducted via telephone. In times of heavy market volume, the
limitations of this process may result in a significant increase in the time it
takes to execute investor orders. Therefore, when investors place market
orders - an order to buy or sell a specific number of shares at the current
market price - it is possible for the price of a stock to go up or down
significantly during the lapse of time between placing a market order and
getting execution.
Because bulletin board stocks are usually not followed by analysts, there may
be lower trading volume than for NASDAQ-listed securities. There is no
guarantee that our stock will ever be quoted on the OTC Bulletin Board.
Blue Sky Law Considerations
The holders of our shares of common stock and persons who desire to purchase
them in any trading market that might develop in the future should be aware
that there may be significant state law restrictions upon the ability of
investors to resell our shares. Accordingly, even if we are successful in
having the Shares available for trading on the OTCBB, investors should consider
any secondary market for the Company's securities to be a limited one.
DESCRIPTION OF SECURITIES
The following description as a summary of the material terms of the provisions
of our Articles of Incorporation and Bylaws. The Articles of Incorporation and
Bylaws have been filed as exhibits to the offering statement of which this
offering statement is a part.
Common Stock (Change below)
We are authorized to issue 500,000,000 shares of common stock with $.01 par
value per share. As of the date of this offering statement, there were 332,014,
375 shares of common stock issued and outstanding held by seventy-nine (92)
shareholders.
Each share of common stock entitles the holder to one vote, either in person or
by proxy, at meetings of shareholders. The holders are not permitted to vote
their shares cumulatively. Accordingly, the shareholders of our common stock
who hold, in the aggregate, more than fifty percent of the total voting rights
can elect all of our directors and, in such event, the holders of the remaining
minority shares will not be able to elect any of such directors. The vote of
the holders of a majority of the issued and outstanding shares of common stock
entitled to vote thereon is sufficient to authorize, affirm, ratify or consent
to such act or action, except as otherwise provided by law.
Holders of common stock are entitled to receive ratably such dividends, if any,
as may be declared by the Board of Directors out of funds legally available. We
have not paid any dividends since our inception, and we presently anticipate
that all earnings, if any, will be retained for development of our business.
Any future disposition of dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.
Holders of our common stock have no preemptive rights or other subscription
rights, conversion rights, redemption or sinking fund provisions. Upon our
liquidation, dissolution or windup, the holders of our common stock will be
entitled to share ratably in the net assets legally available for distribution
to shareholders after the payment of all of our debts and other liabilities.
There are not any provisions in our Articles of Incorporation or our Bylaws
that would prevent or delay change in our control.
Preferred Stock
The Company has authorized 500,000,000 shares of preferred stock. These shares
were issued based on the Company transaction of five percent equity in precious
ore substantiated by 43101 Resource Study valued approximately one hundred and
forty billion dollars. There are 500,000,000 shares issued and outstanding to
five shareholders.
Transfer Agent
The Company’s transfer agent is Transfer Online SOLO, LLC.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this offering statement as having prepared or
certified any part of this offering statement or having given an opinion upon
the validity of the securities being registered or upon other legal matters in
connection with the registration or offering of the common stock was employed
on a contingency basis, or had, or is to receive, in connection with the
offering, a substantial interest, direct or indirect, in the registrant or any
of its parents or subsidiaries. Nor was any such person connected with the
registrant or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or employee.
Abraham Rappaport of Pompano Beach, Florida, as independent legal counsel, has
provided an opinion and consent on the validity of the Company’s issuance
of common stock and is presented as an exhibit to this filing.
The financial statements included in this Offering statement have been audited
by Daniel Greene, CPA, to the extent and for the period set forth in their
report (which contains an explanatory paragraph regarding the Company’s
ability to continue as a going concern) appearing elsewhere herein and in the
Offering statement, and are included in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
BUSINESS OF THE COMPANY
Background
The Company was originally incorporated in Delaware on November 30, 1989. The
Company later moved to North Carolina and became a North Carolina Corporation
on April 22, 1993, and then became a Florida registered corporation on January
3, 2007. Due to the passing of our registered agent in Florida, the Company was
incorporated in the state of Georgia on November 3, 2010 when our principal
business activities were focused on the construction and energy business until
2012.
Initially, the Company concentrated on the Supply of HVAC equipment and
controls devices, and developed relationships with large manufacturers such as
Trane, Marley Cooling Technology, McQuay International, Carrier and Johnson
Controls Inc. Norcor, working with Johnson Controls Inc., participated in the
Department of Defense Mentor-Protégé Program for approximately
four years, supplying HVAC Equipment and controls for various projects.
Business of Issuer
In 2012, the Company’s Board of Directors decided to transition the
Company into developing Solar Energy as the primary business the Company. We
will be concentrating on developing Solar Farms in North Carolina, Jamaica, the
Caribbean Africa. Based on this decision the Company is undertaking this public
offering to raise funds for the future development of the company.
The Company is looking to capitalize on opportunities in industrial markets
where management feels the company has advantages over competitors. Those areas
are the following but not limited to:

Solar Farm and other alternative energy technology development
HVAC re-selling and installation
Bidding on government contracts especially in Natural Gas and Distillates
in which we have tremendous

The Company is presently looking forward to enter into power purchase
agreements with large regional power providers such as Duke Power and the like.
We are also exploring the feasibility of solar farm and other alternative
energy platforms such as Hydrogen Fuel Technology not only in North Carolina
but also in the Caribbean.
The Company’s research team is looking to develop next generation solar
panels that will (if successfully completed) be able to generate additional
auxiliary power through the utilization of heat and other proprietary processes
used to power turbines.
The Company remains heavily involved in commercial HVAC re-selling and
installation. Management will be aggressively bidding on providing the HVAC
components for commercial construction projects primarily in the south eastern
United States.
The Company has seen past success in this area and will be looking to build on
this success going forward.
In response to the COVID 19 pandemic the Company will also be looking to
provide the installation and maintenance services to distributors and
manufacturers of decontamination entry portals now coming on to the marketplace.
The majority of these entry portals have some sort of built-in antiseptic
dispensing system that requires installation and ongoing maintenance. The
Company is positioning itself to capture much of this new business from these
decontamination chamber providers as they come on line.
We are currently certified to bid on government agency contracts under a
designated set aside program. The Company will be initially focusing on various
defense, personal protection equipment, and infrastructure/public works
contracts.
Management will evaluate and bid on these government agency contracts based on
the Company's ability to fulfill delivery requirements, the profitability, and
the capital needs associated with the completion of these contracts.
There are two significant and material assets to be further developed at a
later time as management sees fit.

The Company currently owns (5%) five percent of Rising Star Mines located in
the South French Creek area of Management is currently evaluating the findings
contained in geophysical studies and other relevant market factors in order to
determine the feasible approach and timing to the monetizing of the value
contained within this asset.


The Company currently owns the Personal Information Carrier (PIC) technology.
The PIC technology is a mobile personal information storage device that can be
accessed in various There is a multitude of commercial markets the PIC
technology can be readily deployed by the company. Management is now exploring
the most profitable route to unlocking the value of the PIC technology.

Solar Farm Projects
The Solar projects include the construction of several Solar Farms in the
United States and the Caribbean and a ten Mega Watts Geothermal Plant in Kenya,
Africa. These projects will feed into the grid of the existing Utility
Companies. In some cases we will go directly to homes especially in rural and
remote areas where there are no electricity.
The Company plans to enter into a joint venture with 510 Nano, a North Carolina
based developer of renewable energy projects and technologies, with the purpose
of developing several solar farms in North Carolina. The farms that will be
developed through this joint venture will be in the 1.5 Megawatt to 2.5
Megawatt range.
The Company has already secured locations for these farms, with land parcels
totaling 32 acres. The parcels will be leased for 25 years with five-year
extensions upon mutual agreement. The Company has contacted PWC-Fayetteville,
NC and Duke Power to supply energy to their service areas. The company is
looking forward to enter purchase agreement that will produce $720,000 to
$1,080,000 of income per year.
The Company also plans to construct solar farms in Jamaica. The first solar
farm constructed will be 10 to 15 Megawatts, and may be built in conjunction
with Windstream Technologies, a designer of affordable and renewable energy
technologies based in the U.S. and South Asia. The farm will be located in the
parish of Trelawny, Jamaica, with a small parcel of land already on option. The
Company plans to secure a 20 year power purchase agreement with the Jamaican
power company “JPS”.
The Company is also considering several mergers with companies in the solar
business and other complementary technologies.
The Company is an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act
The Company shall continue to be deemed an emerging growth company until the
earliest of–
the last day of the fiscal year of the issuer during which it had total
annual gross revenues of $1,000,000,000 (as such amount is indexed for
inflation every 5 years by the Commission to reflect the change in the Consumer
Price Index for All Urban Consumers published by the Bureau of Labor
Statistics, setting the threshold to the nearest 1,000,000) or more;

the last day of the fiscal year of the issuer following the fifth anniversary
of the date of the first sale of common equity securities of the issuer
pursuant to an effective offering statement under this title;


the date on which such issuer has, during the previous 3-year period, issued
more than

$1,000,000,000 in non-convertible debt; or ‘(D) the date on which such
issuer is deemed to be a ‘large accelerated filer’, as defined in
section 240.12b-2 of title 17, Code of Federal Regulations, or any successor
thereto.’.
As an emerging growth company the company is exempt from Section 404(b) of
Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their
annual reports concerning the scope and adequacy of the internal control
structure and procedures for financial reporting. This statement shall also
assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same
report, attest to and report on the assessment on the effectiveness of the
internal control structure and procedures for financial reporting.
We have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(2) of the Jobs Act, that
allows us to delay the adoption of new or revised accounting standards that
have different effective dates for public and private companies until those
standards apply to private companies. As an emerging growth company the company
is exempt from Section 14A and B of the Securities Exchange Act of 1934 which
require the shareholder approval of executive compensation and golden
parachutes.
Employees
As of December 31, 2020, we have 3 employees, including management.
Mr. Clayton will work on a fulltime basis once the Company has enough revenue
to sustain his full time employment. At the present time he is spending
approximately 20 hours a week or whatever time is necessary, to further develop
the business.
Description of Property
The Company’s mailing address is 4291 Harbor Ridge Dr Greensboro, NC
27406. The Company rents office space. The Company’s phone number is (
240) 462-3584. The Company’s website is www.nortech.com.
Board Committees
The Company has not yet implemented any board committees as of the date of this
Offering circular.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. None of the
Company’s officers and directors has been convicted in a criminal
proceeding nor have they been permanently or temporarily enjoined, barred,
suspended or otherwise limited from involvement in any type of business,
securities or banking activities.
There are no known pending legal or administrative proceedings against the
Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section must be read in conjunction with the Audited Financial
Statements included in this offering circular.
Plan of Operation
The Company has been engaged in the Construction business providing HVAC
Equipment and Control Devices since 1989. This business developed as a
consequence of the Company’s relationship with Johnson Controls Inc.,
through its Department of Defense Mentor-Protégé program. During
this period Johnson Controls Inc. worked closely with the Company in supplying
controls devices for many contracts in the private sector, Federal, State and
Local Governments. The Company in the process of diminishing this department as
Company moves forward in developing its solar division.
The Company’s business is now also focused on the following:

Solar Patented Technology
Personal Information Technology to be patented
Patented Oil and Gas Technology

Liquidity and Capital Resources
At December 31, 2020 we had $27,500.00 in current assets compared to $0 at
December 31, 2019. Current liabilities at December 31, 2020 totaled $50,000.00
compared to $0 at December 31, 2019.
At December 31, 2020, we had $0 in cash. The Company is dependent on the
offering proceeds to meet its liquidity needs for the next 12 months.
We are attempting to raise funds to proceed with our plan of operation. To
proceed with our operations within 12 months, we need a minimum of $2,000,000.
We cannot guarantee that we will be able to sell all the shares required to
satisfy our 12 months financial requirement. If we are successful, any money
raised will be applied to the items set forth in the Use of Proceeds section of
this offering circular. We will attempt to raise at least the minimum funds
necessary to proceed with our plan of operation.
While we have no revenues as of this date, no substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our full plan of operations, specifically, developing our web
infrastructure. We must raise cash to implement our strategy to grow and expand
per our business plan.
We are highly dependent upon the success of this offering, as described herein.
Therefore, the failure thereof would result in the need to seek capital from
other resources such as taking loans, which would likely not even be possible
for the Company. However, if such financing were available because we are
beginning a new business focus with no prior operations in that area, we would
likely have to pay additional costs associated with high risk loans and be
subject to an above market interest rate. At such time these funds are
required, management would evaluate the terms of such debt financing. If the
Company cannot raise additional proceeds via a private placement of its equity
or debt securities, or secure a loan, the Company would be required to cease
business operations. As a result, investors would lose all of their investment.
Additionally, the Company will have to meet all the financial disclosure and
reporting requirements associated with being a publicly reporting company. The
Company’s management will have to spend additional time on policies and
procedures to make sure it is compliant with various regulatory requirements,
especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This
additional corporate governance time required of management could limit the
amount of time management has to implement the business plan and may impede the
speed of its operations.
Results of Operations
We generated no revenue for the year ended December 31, 2019 and for the year
ended December 31, 2020. For the period ended December 31, 2020 our expenses
were $00.00 compared to $00.00 in 2019. As a result, we have reported a net
income of $00.00 for the year ended December 31, 2020.
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business. As
of December 31, 2020, the Company has a loss from operations of $00.00 and has
earned no revenues and has a working capital deficit of $22,500.00. The Company
intends to fund operations through equity financing arrangements, which may be
insufficient to fund its capital expenditures, working capital and other cash
requirements for the year ending December 31, 2021.
The Company is dependent upon, among other things, obtaining additional
financing to continue operations, and development of its business plan. In
response to these problems, management intends to raise additional funds
through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis. The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to
prepare our financial statements. In general, management’s estimates are
based on historical experience, and on various other assumptions that are
believed to be reasonable under the facts and circumstances. Actual results
could differ from those estimates made by management. These estimates are based
on Mr. Bauman’s historical industry experience and not the company’
s historical experience.
Cash and Cash Equivalents
The Company considers all highly liquid short-term investments with maturities
of less than three months when acquired to be cash equivalents.
Equipment, Furniture and Leasehold Improvements
Equipment, furniture and leasehold improvements are recorded at cost and
depreciated on a straight-line basis over the lesser of their estimated useful
lives, ranging from three to seven years, or the life of the lease, as
appropriate.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the assets to the future net cash flows
expected to be generated by such assets. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the discounted expected future net
cash flows from the assets.
Revenue Recognition
The Company recognizes revenue when it is earned.
Loss Per Common Share
Basic net loss per share is calculated by dividing the net loss by the weighted
– average number of common shares outstanding for the period, without
consideration for common stock equivalents.
Employees
We have three employees: Mark Clayton, Robert Warner and Marquis Bey. We have
no employment agreements with any of our management. Mr. Clayton will devote
his full efforts and as much time as needed when operations and funding are
available. We anticipate hiring additional employees in the next twelve months
on a commission basis only. We will hire necessary personnel based on an as
needed basis only on a per contract basis to be compensated directly from
revenues.
Mr. Clayton will work on a fulltime basis once the company has enough revenue
to sustain their full time employment. At the present time he is spending
approximately 20 hours a week or whatever time is necessary, to further develop
the business.
Reports to Security Holders
Through the filing of Form 8-A under the Exchange Act within 30-60 days
following the qualification date of the offering statement, we intend to become
a fully reporting company under the requirements of the Exchange Act, and will
file the necessary quarterly and other reports with the Securities and Exchange
Commission. Although we will not be required to deliver our annual or quarterly
reports to security holders, we intend to forward this information to security
holders upon receiving a written request to receive such information. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Securities and Exchange
Commission located at 100 F Street N.E., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference
Section of the Securities and Exchange Commission at 100 F. Street N.E.,
Washington, D.C. 20549, at prescribed rates. Information on the operation of
the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
In addition, the Commission maintains a World Wide Website on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
As of the date of this offering circular, there is a public market in our
common stock on the OTC Pink Sheets. This offering circular is a step toward
creating a public market for our common stock on the OTC Bulletin Board which
may enhance the liquidity of our shares. However, there can be no assurance
that a meaningful trading market will ever develop. The Company and its
management make no representation about the present or future value of its
common stock.
As of the date of this offering circular, there are no outstanding options or
warrants to purchase, or other instruments convertible into, common equity of
the Company and other than the stock registered under this Offering statement,
there is no stock that has been proposed to be publicly offered resulting in
dilution to current shareholders.
As of the date of this document we have approximately 332,014,375 shares of
common stock issued and outstanding.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The board of directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill vacancies. Each director
shall be elected for the term of one year, and until his successor is elected
and qualified, or until his earlier resignation or removal. Our directors and
executive officers are as follows:




NAME


AGE


POSITION




Wellesley Clayton


80


Founder and Consultant




Mark Clayton


49


CEO, President




Marquis Bey


47


Secretary & Treasurer




Robert Warner


55


Vice President




Hugh Roberts


54


Director




Mike Francis


70


Director




Dr. Henry Crichlow


65


Director




Wellesley Clayton, Founder and Consultant
Mr. Wellesley Clayton is a graduate of the University of Southern California,
Los Angeles, with a BA degree in International Relations and Graduate work in
International Public Administration. Additionally, Mr. Clayton successfully
completed the Executive Management Certificate Program at Howard University and
Tuft School of Business.
Mr. Clayton worked for the Jamaican Foreign Service after leaving the
University of Southern California. Subsequently returning to the United States
a short time later, Mr. Clayton found work in the Financial Services business
as a Financial Representative, later entered the Oil business drilling and
operating wells for many years, opened a retail computer store, and finally,
launched Norcor Technologies Corporation in 1989.
Wellesley Clayton is an Oil and Gas professional with experience in the
drilling and operating of Oil and Gas wells in Oklahoma and Kansas in the early
eighties, and will use his experience and knowledge of the industry to provide
valuable guidance to the Company in his role as a consultant.
Mr. Wellesley Clayton filed for Chapter 11 bankruptcy on April 17, 2015. The
bankruptcy was later converted to a Chapter 7 on July 24, 2015 and later
dismissed.
Mark Clayton, CEO, President
Mark Clayton is the son of Founder Wellesley Clayton. He is a graduate of
Livingstone College in Salisbury, NC. He has a Bachelor degree in Political
Science and a minor in Psychology. Mr. Clayton has worked with his father right
out of College in the Company’s HVAC division. He learned the bidding
process and how to be very competitive in the market arena and also managed off
site projects. Mr. Clayton has always been a consultant for the Company
throughout the years and also while he has been in the automotive industry for
Toyota, Honda, and Chrysler for over 13 years. Mr. Clayton has in the last
several years taken over the role as President and CEO for the Company,
handling the day to day operations. He is very excited to see the Energy and
Technology Division Develop, with its ultimate goal is to reduce the poverty
level in Jamaica and the Caribbean by bringing alternative energy to the
region. His knowledge of the Company and his operations experience will allow
him to provide strong leadership and strategic advice to the Company with
respect to its growth, operations and development.
Mr. Marquis Bey, Secretary and Treasurer
Marquis Bey is Secretary and Treasurer of the Company. He attended Livingstone
College and NC State A&T University. Marquis holds a B.S in Business
Management and a Renewable Energy Certificate from Solar Energy International.
Marquis has years of experience in the financial and solar industry and was
recently named Director of the Training Division of Solmon and Roth. He has
extensive years of experience leading large organizations. His responsibilities
in the past included a budget of $15 million over seeing 140 employees managing
700,000 clients. Marquis corporate experiences include management positions at
American Express Card Services, Sears Holdings, and the United States Marine
Corp. Among the reasons for his appointment as a director, Mr. Bey’s
financial, business, and operational experience, as well as the experience that
he has accumulated through his activities as a manager, will add strategic
vision to the board of directors.
Mr. Robert Warner, Vice President
Mr. Warner has an Associates Degree in Science Electrical Engineering from New
York Technical College, Brooklyn NY and a Bachelors Degree in Computer Science
and Mathematics from Mount St. Mary College in Newburgh, NY. Mr. Warner has
over 11 years’ experience as a Technical Account Manager in the
Telecommunications, Financial, Retail, and Energy Sectors. He also has
Developed Software Applications in improve customer service for companies like
GE, ALLTEL, Blue Cross Blue Shield, American Cancer Society, and AT&T. He
has successfully managed over 200 employees in various organizational
positions/roles Mr. Warner’s management and leadership experience,
specifically in the energy sector, will allow him to contribute to the
strategic guidance and leadership of the Company.
Mr. Hugh Roberts, Director
Hugh Roberts is a Director and a graduate of North Carolina State University
with a BS in Aerospace Engineering. He has managed the day-to-day operations of
the Washington, DC office for Allen Bates Technologies for over 10 years now.
He oversees the hiring and coaching of all employees within the division.
Oversee the sales, marketing, professional services, research and development
and support department in the Washington, DC office. Train sales representative
and sales engineers on the Allen Bates sales approach and product demonstration
using Allen Bates’ products in the customer’s environment or via
Webcast. Accomplishments include closing the International Brotherhood of
Electrical Workers (IBEW) and International Union of Bricklayers and Allied
Craft workers (IUBAC) professional services contract for $4.5M over 5 years for
their Electronic Reciprocal Transfer System (ERTS) and Electronic Employer
Payroll Reporting (eREMIT).
Mr. Robert’s background in technology and his operations and management
experience will allow him to provide guidance to the Company as a Director.
Mr. Michael D. Francis, Director
Forty-four years of data processing expertise. IBM career of 42 years includes
positions as Application Programmer, Systems Engineer, Systems Engineering
Manager, Marketing Programs Developer, Product Developer, Project Manager,
Marketing Manager, Channels Account Manager, eBusiness Solutions Specialist,
Complex Opportunity Business Manager, DoD Program Manager, CRITSIT Manager and
Linux Cluster Special Bid Program Manager. Most notable skills include
Marketing and Technical Support Plan development, Account Management, Technical
Comprehension, Deal Negotiation, Issue Resolution, IBM Channels Programs
Execution and Internet Solutions Development.
Linux Cluster HPC Product/Customer Satisfaction Manager 2001-2013
Responsible for planning/announcement of IBM Intel based Linux Cluster product,
IBM series e1350. Customer Satisfaction: responsible for assembling IBM and OEM
technical resources, on a world-wide basis, for the development and execution
of Action Plans to resolve critical IBM eServer Linux Cluster customer
satisfaction issues. The assignment evolved to being responsible for management
of Special Bid Process involving review/approval of non-standard IBM Linux
Cluster component inclusions (testing, procurement, service and support).
Program Manager, DoD Major Shared Resource Centers - 2000-2001
Responsible for project management of IBM’s DoD MSRC high performance
computing contract execution. This includes classified/unclassified system
installation and post installation support.
Dr. Henry B. Crichlow, Director
Dr. Henry Crichlow is a Registered Professional Engineer. Professional
registrations include OK9920, 2249PE. Dr. Crichlow has been employed by major
oil companies such as Mobil and Texaco as an engineer and also performed
consultant engineering analyses for major oil conglomerates, worldwide
institutions including Mobil, Texaco, Kerr Mcgee, Union, the World Bank and the
FDIC (USA). He has advised some of the largest international oil companies like
Pemex, Kuwait Oil, YPFB, and PetroPeru in multibillion dollar projects. Dr.
Crichlow was the head of the petroleum, natural gas and geological engineering
departments at the University of Oklahoma and the Halliburton Distinguished
Professor of Engineering. He is principal of HBC Registered Engineers, a
consulting company that operates in the United States, South America, Eastern
Europe, and Africa. He holds several patents and publications in engineering,
energy, safety, nuclear engineering and the internet. He is an engineer with a
PhD from Stanford University, a Master of Science degree from the University of
Oklahoma, and Bachelor of Science Degree from Colorado School of Mines, all in
petroleum engineering Dr. Crichlow’s engineering experience will allow
him to provide guidance to the Company as a Director.
Code of Ethics Policy
We have adopted a code of business conduct and ethics that applies to our
directors, officers and all employees. The code of business conduct and ethics
may be obtained free of charge by writing to Norcor Technologies Corporation,
Attn: Chief Financial Officer, 4291 Harbor Ridge Dr. Greensboro, NC 27406
Corporate Governance
There have been no changes in any state law or other procedures by which
security holders may recommend nominees to our board of directors. In addition
to having no nominating committee for this purpose, we currently have no
specific audit committee and no audit committee financial expert. Based on the
fact that our current business affairs are simple, any such committees are
excessive and beyond the scope of our business and needs.
EXECUTIVE COMPENSATION
Compensation Policy
Because we are still in the early stages of formation and development, our
directors and officers are not currently receiving any compensation.
Stock Option
Because we are still in the early stages of formation and development, our
directors and officers have not received any stock options.
Stock Option Plans
Our board of directors has not adopted any Stock Option Plans as of the date of
this Offering circular.
Compensation of Directors
Because we are still in the development stage, our director is not receiving
any compensation other than reimbursement for expenses incurred during his
duties.
Employment Contracts; Termination of Employment and Change-in-Control
Arrangements
We do not have employment agreements with any of our employees; however,
intend to enter into employment agreements with Mr. Clayton and other members
of management as the business grows.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth the ownership, as of the date of this offering
circular, of our common stock by each person known by us to be the beneficial
owner of more than 5% of our outstanding common stock, our directors, and our
executive officers and directors as a group. To the best of our knowledge, the
persons named have sole voting and investment power with respect to such
shares, except as otherwise noted. There are not any pending or anticipated
arrangements that may cause a change in control.
The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities
and Exchange Commission and is not necessarily indicative of ownership for any
other purpose. Under these rules, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the
voting of the security or the power to dispose or direct the disposition of the
security. A person is deemed to own beneficially any security as to which such
person has the right to acquire sole or shared voting or investment power
within 60 days through the conversion or exercise of any convertible security,
warrant, option or other right. More than one person may be deemed to be a
beneficial owner of the same securities. The percentage of beneficial ownership
by any person as of a particular date is calculated by dividing the number of
shares beneficially owned by such person, which includes the number of shares
as to which such person has the right to acquire voting or investment power
within 60 days, by the sum of the number of shares outstanding as of such date
plus the number of shares as to which such person has the right to acquire
voting or investment power within 60 days. Consequently, the denominator used
for calculating such percentage may be different for each beneficial owner.
Except as otherwise indicated below and under applicable community property
laws, we believe that the beneficial owners of our common stock listed below
have sole voting and investment power with respect to the shares shown. The
mailing address of the shareholders is 4291 Harbor Ridge Dr Greensboro, NC 27406




NAME


NUMBER OF SHARES OF COMMON STOCK


PERCENTAGE




WKFC Trust (1)


323,896,375


98%




Wellesley Clayton


1,000,000


.003%




Mark Clayton


500,000


.0015%




Marquis Bey


500,000


.0015%




Robert Warner


300,000


-




Hugh Roberts Sr.


210,000


-




Mike Francis


12,500


-




Dr. Henry Crichlow


0


-



 
 

-




All executive officers, directors, and beneficial owners as a group [10]


326,418,875


98.31%




(1) Mark Clayton has voting and dispositive power over the shares held by
the WKFC Trust. The Clayton family is the beneficiary of the WKFC Trust.
This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, each of the shareholders named in this table
has sole or shared voting and investment power with respect to the shares
indicated as beneficially owned. Except as set forth above, applicable
percentages are based upon 332,014,375 shares of common stock outstanding as of
December 31, 2020.
Except as otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common
stock beneficially owned by them.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
It is our practice and policy to comply with all applicable laws, rules and
regulations regarding related person transactions, including the Sarbanes-Oxley
Act of 2002. A related person is an executive officer, director or more than 5%
stockholder of Norcor Technologies Corporation, including any immediate family
members, and any entity owned or controlled by such persons.
During 2006, we issued a total of 68,306,775 shares to our officers, directors
and related persons. The issuances of the shares to the investors were exempt
from registration under Section 4(2) of the Securities Act of 1933 as there was
no general solicitation and both holders had complete knowledge of the company
being its officers and directors. The shares were issued at $0.20 per share.
Director Independence
Our Board of Directors has adopted the definition of “independence”
as described under the Sarbanes Oxley Act of 2002 (Sarbanes-Oxley) Section 301,
Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act) and
NASDAQ Rules 4200 and 4350. Our Board of Directors has determined that its
member does not meet the independence requirements.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
Our By-laws provide for the elimination of the personal liability of our
officers, directors, corporate employees and agents to the fullest extent
permitted by the provisions of Georgia law. Under such provisions, the
director, officer, corporate employee or agent who in his/her capacity as such
is made or threatened to be made, party to any suit or proceeding, shall be
indemnified if it is determined that such director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of our Company. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers, and persons controlling our Company pursuant to the foregoing
provision, or otherwise, we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the matter has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.
PART II: INFORMATION NOT REQUIRED IN OFFERING CIRCULAR ITEM 13. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth costs and expenses payable by the Company in
connection with the sale of common shares being registered. All amounts except
the SEC filing fee are estimates.




Legal and Accounting


$25000




SEC Electronic Filing


$900




Printing


$3000




Transfer Agent


$5000




Total


$33900 




ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation and the Bylaws of our Company provide that our
Company will indemnify, to the fullest extent permitted by the Georgia Revised
Statutes, each person who is or was a director, officer, employee or agent of
our Company, or who serves or served any other enterprise or organization at
the request of our Company. Pursuant to Georgia law, this includes elimination
of liability for monetary damages for breach of the directors’ fiduciary
duty of care to our Company and its stockholders. These provisions do not
eliminate the directors’ duty of care and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non- monetary relief
will remain available under Georgia law. In addition, each director will
continue to be subject to liability for breach of the director’s duty of
loyalty to our Company, for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for any transaction from
which the director derived an improper personal benefit, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Georgia law. The provision also does not affect a director’s
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
We have not entered into any agreements with our directors and executive
officers that require us to indemnify these persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made
a party by reason of the fact that the person is or was a director or officer
of our Company or any of our affiliated enterprises.
We do not maintain any policy of directors’ and officers’ liability
insurance that insures its directors and officers against the cost of defense,
settlement or payment of a judgment under any circumstances.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, we have not issued any securities.
ITEM 16. INDEX OF EXHIBITS




Exhibit No.


Description




3.1


Articles of Incorporation filed on November 3, 2010




3.2


By-laws adopted on November 3,2010




5.1


Opinion re: legality and consent of Abraham Rappaport, Esq.




23.1


Consent of Daniel Greene, CPA




23.2


Consent of Abraham Rappaport (see exhibit 5.1)




99.1


Subscription Agreement




Norcor Technologies Corporation
(A Development Stage Company)
Financial Statements December 31, 2020
CONTENTS
Page(s)
Report of Independent Registered Public Accounting Firm ..........1
Balance Sheet – As of December 31, 2020 ..........................2
Statement of Operations –
For the Period from December 31, 2018 to December 31,2020  .......3
Statement of Changes in Stockholders’ Equity – 
For the Period from December 31, 2018 to December 31, 2020 ......3 
Statement of Cash Flows –
For the Period from December 31, 2018 to December 31,2020  .......4
Notes to Financial Statements ....................................5
Greene Financial Services, Inc.
PublicAccountant
Independent
Accountants' Report Board of Directors
Norcor Technologies Corporation
We have audited the accompanying statements of financial position of Norcor
Technologies Corporation as of December 31, 2020 and December 31, 2019, and the
related statements of operations and cash flows for the years then ended.
Management is responsible for the preparation and fair presentation of the
financial statements in accordance with accounting principles generally
accepted in the United States of America and for designing, implementing, and
maintaining internal control relevant to the preparation and fair presentation
of the financial statements. Our responsibility is to express an opinion on the
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. No audit of Internal Controls were
performed. Accordingly we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2020 and 2019, and the results of operations and its cash flows for years ended
December 31, 2020 and 2019, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Daniel Greene
Charlotte, North Carolina January 8, 2021
851 Fannhurst Dr, Unit H, Charlotte, North Carolina 28217
NORCOR TECHNOLOGIES CORPORATION BALANCE SHEET
ASOF
 



 

Dec 31, 2020


Dec 31, 2019




ASSET


 
 



Current assets

 
 



Cash and cash equivalents


$ 27,500


$ 27,500




Total Current Assets


$ 27,500


 27,500




LONG TERM ASSETS

 
 



Geological Claims


 105,000,000,000


 105,000,000,000




TOTAL ASSETS


$105,000,027,500


 105,000,027,500




LIABILITIES & STOCKHOLDER'S DEFICIT

 
 



Current liabilities

 
 



Account Payable & Accrued Expenses


50,000


50,000




Total current liabilities


 50,000


 50,000




Total liabilities


$ 50,000


 50,000




Stockholder's Deficit


Common Stock, $0.001 par value per share 500,000,000
   Shares Authorized 332,014,375 and 332,014,375
   Issued and Outstanding Respectively At December 31, 2020 and
   2019, respectively


$ 3,320,144


$3,320,144


Preferred shares $190 per value 500,000,000
   authorized and outstanding respectively at December 31, 2020 and 2019
   respectively


95,000,000,000


95,000,000,000



Additional Paid in capital


9,996,707,356


9,996,707,356




Total liabilities and net assets


105,000,027,500


105,000,027,500




 
NORCOR TECHNOLOGIES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS



 

Dec 31, 2020


Dec 31, 2019




REVENUE:

 
 



 

$ 0

$ 0




Total revenue


$ 0


$ 0




OPERATING EXPENSES:

 
 



General & Administrative

$ 0

$ 0




Total Expense


$ 0


$ 0




NET OPERATING INCOME:

$ 0
$ 0



NET INCOME:


$ 0


$ 0




 
NORCOR TECHNOLOGIES CORPORATION
STATEMENT OF CASHFLOWS



 

Dec 31, 2020


Dec 31, 2019




CASH FLOWS FROM OPERATING ACTIVITIES

 
 



Net (Income)

$ 0

$ 0




Changes in operating assets and liabilities


 


 




Accrued expenses


 


 




Net cash flows used by operating activities

$ 0

$ 0




Cash Flows From Financing Activities

 
 



Net proceeds/Payment of advance from shareholders

$ 0

$ 0




Net Cash Flows from Financing Activities


$ 0


$ 0




Net Change in Cash

$ 0
$ 0



CASH AND CASH EQUIVALENTS - Beginning


$ 27,500


$ 27,500




CASH AND CASH EQUIVALENTS - Ending


$ 27,500


$ 27,500





Norcor Technologies Corporation
Notes to Financial Statements
Note l. Organization History and Business
Norcor Technologies Corporation (the Company") was incorporated in Georgia on
November 3, 2010. The company was established for the purpose of supplying HVAC
and Controls equipment to large construction complexes in addition to
developing solar farms in Jamaica, the Caribbean and the United States.
Note 2. Summary of Significant Accounting Policies
Revenue Recoanition
Revenues are earned and are recognized in accordance with FASS ASC Topic 605
Revenue Recognition and Concepts Statement 5, 
Financial Statements of Business Enterprises, paragraph 83(b)
states that "an entity's revenue earning activities involve delivering or
producing goods, rendering services, or other activities that constitute its
ongoing major or central operations, and revenues are considered to have been
earned when the entity has substantially accomplished what it must do to be
entitled to the benefits represented by the revenues"
Note 3. Geological Claims
The value of these claims are based on various studies and is solely
the opinion of SESPE Consulting Inc.
Note 4. Purchase order with the Beck Group.
Only September 24, 2020 The Beck Group ordered a Trane Unit from
Norcor Technologies to be delivered in the future.
UNDERTAKINGS
The registrant hereby undertakes to file, during any period in which it
offers or sells securities, a post-effective amendment to this offering
statement to:




(i) Include any offering circular required by Section 10(a)(3) of the
Securities Act;




(ii) Reflect in the offering circular any facts or events which, individually
or together, represent a fundamental change in the information in the offering
statement;




(iii) Include any additional or changed material information with respect to
the plan of distribution not previously disclosed in the offering statement or
any material change to such information in the offering statement.




For determining liability under the Securities Act, to treat each post-
effective amendment as a new offering statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
For determining any liability under the Securities Act, to treat the
information omitted from the form of offering circular filed as part of this
offering statement in reliance upon Rule 430A and contained in a form of
offering circular filed by the registrant under Rule 424(b)(1), or (4) or 497
(h) under the Securities Act as part of this offering statement as of the time
the Commission declared it effective.
For determining any liability under the Securities Act, to treat each post-
effective amendment that contains a form of offering circular as a new offering
statement for the securities offered in the offering statement, and that
offering of the securities at that time as the initial bona fide offering of
those securities.
44
For determining liability of the undersigned registrant under the Securities
Act to purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this offering statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:




(iv) Any preliminary offering statement or offering statement of the
undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;




(v) Any free writing offering statement relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;




(vi) The portion of any other free writing offering statement relating to the
offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and




(vii) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.




 
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form 1-A and authorized this Offering
Statement to be signed on its behalf by the undersigned, in the City of
Greensboro, State of North Carolina on April 30, 2021.
Norcor Technologies Corporation, Inc.
By: /s/ Mark Clayton
Mark Clayton, President & CEO
In accordance with the requirements of the Securities Act of 1933, this
offering statement was signed by the following person in the capacities stated
on April 30, 2021:
Signature Title
/s/ Mark Clayton President & CEO
Mark Clayton
46

GREENE FINANCIAL SERVICES, INC
CONSENT OF INDEPENDENT AUDITOR
We consent to the use in the Offering Circular constituting a part of this
Offering Statement on Form 1-A, as it may be amended, of our Independent
Auditor's Reported dated January 8,2021 relating to the balance sheets of
Norcor Technologies Corporation as of December 31, 2020 and December 31, 2019,
and the related statements of operations and cash flows for the years then
ended, and the notes to the financial statements.
/s/ Daniel Greene
Daniel Greene,
Public Accountant Charlotte , NC
March 1, 2021

Subscription Agreement 
Norcor Technologies Corporation
1. Investment:
The undersigned (“Buyer”) subscribes for Shares of Common Stock of
Norcor Technologies Corporation Inc. at $12.00 per share.
Number of Shares Purchased                            
Total subscription price ($12.00 x Shares purchased): =                          
PLEASE MAKE CHECK PAYABLE TO: Norcor Technologies Corporation
2. Investor information:
Name (type or print)
Mailing Address                                                     
                     Street City/State Zip
SSN/EIN/Taxpayer I.D.             E-Mail address:                        
Joint Name (type or print)                            
SSN/EIN/Taxpayer I.D.  E-Mail address                          
Mailing Address (if different from above):
                                            
      Street City/State Zip
Business Phone:                 Home Phone:                      
3. Type of ownership: (You must check one box)



[]

Individual


[]


Custodian for




[]


Tenants in Common


[]


Uniform Gifts to Minors Act of the State of:  




[]


Joint Tenants with rights of Survivorship


[]


Corporation (Inc., LLC, LP) – Please list all officers, directors,
partners, managers, etc.




[]


Partnership (Limited Partnerships use “Corporation”)


[]


Other (please explain)




[]


Trust

 
 



[]


Community Property

 
 




Further Representations, Warrants and 

Buyer hereby represents warrants, covenants and agrees as follows:




(a)


Buyer is at least eighteen (18) years of age with an address as set forth in
 this Subscription Agreement.




(b)


Except as set forth in the Prospectus and the exhibits thereto, no
representations or warranties, oral or otherwise, have been made to Buyer by
the Company or any other person, whether or not associated with the Company or
this offering. In entering into this transaction, Buyer is not relying upon any
information, other than that contained in the Prospectus and the exhibits
thereto and the results of any independent investigation conducted by Buyer at
Buyer’s sole discretion and
judgment.




(c)


Buyer understands that his or her investment in the Shares is speculative and
involves a high degree of risk, and is not recommended for any person who
cannot afford a total loss of the investment. Buyer is able to bear the
economic risks of an investment in the Offering and at the present time can
fford a complete loss of such investment.




(d)


Buyer is under no legal disability nor is Buyer subject to any order which
would prevent or interfere with Buyer’s execution, delivery and
performance of this Subscription Agreement or his or her purchase of the
Shares. The Shares are being purchased solely for Buyer’s own account and
not for the account of others and for investment purposes only, and are not
being purchased with a view to or for the transfer, assignment, resale or
distribution thereof, in whole or part. Buyer has no present plans to enter
nto any contract, undertaking, agreement or
arrangement with respect to the transfer, assignment, resale or distribution
of any of the Shares.








(e)


Buyer has (i) adequate means of providing for his or her current financial
needs and possible personal contingencies, and no present need for liquidity of
the investment in the Shares, and (ii) a liquid net worth (that is, net worth
exclusive of a primary residence, the furniture and furnishings thereof, and
automobiles) which is sufficient to enable Buyer to hold the Shares
indefinitely.




(f)


If the Buyer is acting without a Purchaser Representative, Buyer has such
knowledge and experience in financial and business matters that Buyer is fully
capable of evaluating the risks and merits of an investment in the Offering.




(g)


Buyer has been furnished with the Prospectus.




(h)


Buyer understands that Buyer shall be required to bear all personal expenses
incurred in connection with his or her purchase of the Shares, including
without limitation, any fees which may be payable to any accountants, attorneys
or any other persons consulted by Buyer in connection with his or her investment
in the Offering.




5. Indemnification
Buyer acknowledges an understanding of the meaning of the legal consequences of
Buyer’s representations and warranties contained in this Subscription
Agreement and the effect of his or her signature and execution of this
Agreement, and Buyer hereby agrees to indemnify and hold the Company and each
of its officers and/or directors, representatives, agents or employees,
harmless from and against any and all losses, damages, expenses or liabilities
due to, or arising out of, a breach of any representation, warranty or
agreement of or by Buyer contained in this Subscription Agreement.
6. Acceptance of Subscription.
It is understood that this subscription is not binding upon the Company until
accepted by the Company, and that the Company has the right to accept or reject
this subscription, in whole or in part, in its sole and complete discretion. If
this subscription is rejected in whole, the Company shall return to Buyer,
without interest, the Payment tendered by Buyer, in which case the Company and
Buyer shall have no further obligation to each other hereunder. In the event of
a partial rejection of this subscription, Buyer’s Payment will be
returned to Buyer, without interest, whereupon Buyer agrees to deliver a new
payment in the amount of the purchase price for the number of Shares to be
purchased hereunder following a partial rejection of this subscription.
7. Governing Law.
This Subscription Agreement shall be governed and construed in all respects in
accordance with the laws of the State of North Carolina without giving effect
to any conflict of laws or choice of law rules.
IN WITNESS WHEREOF, this Subscription Agreement has been executed and
delivered by the Buyer and by the Company on the respective dates set forth
below.
                                
Signature of Buyer
                                
Printed Name
                                
Date
Deliver completed subscription agreements and checks as follows:
Check Payable to Norcor Technologies Corporation
Mail to: Norcor Technologies Corporation
4291 Harbor Ridge Drive
Greensboro, NC 27406
===============================================================
To be filled out by the Company
Investor Subscription accepted as of this    day of   , 2021.
Norcor Technologies Corporation
By:                   
Mark Clayton
President