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

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS THIS OFFERING IF THE
AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL
INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND
NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES
NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE
251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE
ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Offering Statement becomes qualified.
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]

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):

COMMON SHARES TO BE QUALIFIED

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, 2021 to December 31, 2022.  Moreover, we



are an early stage venture with limited operating history. Our auditors have



indicated in their opinion on our financial statements as of and for the period



from December 31, 2021 to December 31, 2022.  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 December 27, 2022





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 on 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.



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 Securities Exchange 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.











NORCOR TECHNOLOGIES CORPORATION



BALANCE SHEET AND



CONSOLIDATED STATEMENTS OF OPERATIONS



Inception on November 29, 2001 to December 31, 2022

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.



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 canceled 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 polysilicon



has resulted in a surplus of solar panel inventory. Decreases in polysilicon



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.

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 September



30, 2020, our net tangible book value was $9,999,646,360.00 or $30.12



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 September 30, 2022.



The following table sets forth as of September 30, 2022, 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.

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 September 30, 2022 would


have been $10,011,978,374 or $30.06 per share. This amount represents an 


immediate decrease in the as adjusted net tangible book value of $0.06 per 


share to our existing stockholder and an immediate increase in the as adjusted 


net tangible book value of approximately $18.06 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 $.001 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 ninty-two



(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





See Foot note 3 of Financials.



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 of the Company. We



will be concentrating on developing Solar Farms in North Carolina, Jamaica, the 



Caribbean and 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 experience.







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.







Management is currently planning to have a re-valuation and formatting of the 



geological report to conform with current SEC S-K 1300 procedure.







Once this reformatted and re-valuation report is complete and properly reviewed



by regulatory examiners, Norcor Management, with board approval, will adjust 



according to ASC 250 accounting procedures, the Company’s total asset values, 



the number and or par value of the preferred shares used to complete the 



transaction, the paid in additional capital allocated in favor of the common 



shareholders all in proportion to any value changes that come as a result of 



the revaluation and conforming with Regulation S-K 1300 Item 102, subpart 



1302 format requirement. (See Foot note 3 in balance sheet)















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 Tre lawny, 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, 2022, we have 3 employees, including management.



Mr. Clayton will work on a full time 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 September 30, 2022 we had $28,374.70 in current assets compared to $28,374.70



at December 31, 2021. Long-term liabilities at September 30, 2022 totaled $50,000.00



compared to $50,000 at December 31, 2021.



At September 30, 2022, we had $28,374.70 in cash and marketable securities. 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 $87,490.00 revenue for the year ended December 31, 2021 and for



the year ended December 31, 2022 we did not generate any revenues. For the 



period ended December 31, 2021 our expenses were $1,750.00 compared to $0 in 



2022. As a result, we have reported a net income of 0 for the year ended



December 31, 2022.



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, 2022, the Company has 0 net income from operations and



has a working capital position of $28,374.00. 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, 2023.



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.



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 Regulation S-X and United States generally accepted 



accounting principles applied on a consistent basis. 



The preparation of financial statements in conformity with Regulation S-X and 



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 post qualification amendments, 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 no 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:

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 D 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

(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, 2022.



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 issuance 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.

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

Norcor Technologies Corporation 



(A Development Stage Company)



Financial Statements 



December 31, 2022



December 31, 2021





CONTENTS



Page(s)



Report of Independent Registered Public Accounting Firm ..........1



Balance Sheet – As of December 31, 2022 ..........................2



Statement of Operations –



For the Period from December 31, 2021 to December 31,2022  .......3



Statement of Changes in Stockholders’ Equity – 



For the Period from December 31, 2021 to December 31, 2022 ......3 



Statement of Cash Flows –



For the Period from December 31, 2021 to December 31,2022  .......4



Notes to Financial Statements ....................................5



 



Greene Financial Services, Inc.



Public Accountant



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, 2022 and December 31, 2021, 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 Regulation S-X requirements. 



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, 



2022 and December 31, 2021, and the results of operations and its cash flows 



for years ended December 31, 2022 and December 31, 2021, in conformity with 



accounting principles generally accepted in the United States of America.



/s/ Daniel Greene



Charlotte, North Carolina 



Date: January 10, 2023



851 Fannhurst Dr, Unit H, Charlotte, North Carolina 28217



NORCOR TECHNOLOGIES CORPORATION BALANCE SHEET



AS OF

NORCOR TECHNOLOGIES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS

NORCOR TECHNOLOGIES CORPORATION 



STATEMENT OF CASHFLOWS

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 for Geological Claims



Revenue Recognition



Revenues are earned and are recognized in accordance with FASS ASC Topic 605 



Revenue Recognition and Concepts Statement 5, Recognition and Measurement in 



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 and Summary of Significant Accounting Policies



On July 23, 2017, the purchase of 5% of Rising Star Mine in exchange of 



Preferred stock holdings in Norcor Technologies Corporation.



A Deed of Trust was created for the 5% and registered at the Mecklenburg 



County, North Carolina Deeds Office. Parties Involved: were Wellesley K. 



Clayton representing Norcor Technologies Corporation, David Viderman 



representing Infinite Boundaries Inc. and Rising Star Mines. Due to the nature



of this Asset, owners of the mine retained ATL Lab to re-construct and 



summarize the 10 previous assays and 5 geologist reports. ATL Lab is a 



well-qualified lab in good standing located in Pennsylvania, USA. For this 



reason Norcor management accepted the findings contained within the ATL report. 







The highest value of the Mines at that time was based on $4.2 Trillion dollars. 







However, the report prepared by the ATL Lab did not reflect any mining or 



processing cost that would normally be incurred during actual extraction, 



moreover the $4.2 trillion valuation exceeds the combined market capitalization



of Barrick Gold Corporation and Newmont Corporation which are the largest gold 



mining companies in the world.







As a result of the this unusually large figure along with the potential 



processing and mining cost associated with extraction, all parties involved in



the transaction agreed to discount the ATL Lab valuation by 50%. Once this 50%



discount was applied it translated Norcor's 5% ownership position to a 



$105 billion dollar valuation for the purposes of this transaction. 







The 50% discount was based on three considerations. The first being the current 



production cost of mining and refining the more desirable metals, those being 



gold, silver, platinum, palladium, and rhodium. 







Current production cost for gold is averaging 43% of the current market price, 



production cost of silver is averaging 44% of the current market price, the 



production cost of platinum and palladium is averaging 59% of the market price, 



Rhodium is a bi-product that is derived from refining platinum and palladium. 



The additional cost to refine rhodium is estimated to be 30% of the current 



market price







A further consideration was the potential illiquidity and lack of marketability



of Norcor's 5% ownership position in the Rising Star Mine. In the eyes of 



Norcor Management these two factors could potentially place an expense of the 



company's common shareholders with respect to liquifying or monetizing the 



value of company's 5% ownership position. For these reasons Norcor's management 



applied the 50% disount to appraised value and settled with the mine owners for 



a price of 500 million preferred Norcor shares at par value of $190.00 per 



share. This equated to a price of $95.00 billion dollars, leaving approximately 



$10.00 billion of the estimated $105 billion in value to be allocated in favor 



of the company's paid in additional capital account. 







Once Rising Star Mine transaction was complete the company (based on the 



highest estimates provided) had booked in total liabilities and net assets of 



$105,000,027,500.00. This figure was composed of 332,320,144 common shares 



with a par value of $0.001 per share, 500 million preferred shares with a 



$190.00 par value, $9,996,707,356 in paid in additional capital, and $50,000 



in payables. 







Prior to the transaction, in order to establish a price justification, Norcor 



management was permitted to evaluate the 43-101 report which showed the 



valuation of six separate Geologists and the Revaluation prepared by ALT LAB. 



The 43-101 report provided by the property owners indicated in 1994 



approximately 72 holes were Core Drilled to an average depth of 60 feet 



(18.28 meters) with one hole being drilled to 600'. Metal samples are 



consistent through all depths. 







Random samples of the Core Drilling were assayed by several different assayers 



resulting in ounces per ton averages of: 18.26 Gold (AU), 15.74 Silver (AG), 



316.61 Platinum (PT),155.58 Rhodium (RH), 39.46 Palladium (PD), 86.06 Iridium 



(IR), 82.18 Osmium (OS), 5.71 Ruthenium (RU).







The latest assays were conducted using spectrometry/interferometry and atomic 



absorption techniques. Gold and Platinum assayed out at over 200 ounces per ton



this way. Plasma recovery needs to be used to refine the ore to achieve the 



highest recoverable yield rate. 







However once this report was submitted to SEC examiners for review as part of 



this offering the company was informed that the 43-101 report provided did not 



conform to the current SEC Regulation S-K 1300 item 102, subpart 1302 bankable 



format requirement. For this reason, the Rising Star Mine geological asset along 



with the value, the common and preferred shares issued in connection with the 



transaction, and the paid in additional capital value will need to be adjusted 



in recognition of any changes in the asset’s value that get reflected in a 



newly prepared properly formatted report under Regulation S-K 1300 as required. 







Management is currently planning to have a re-valuation and formatting of the 



geological report to conform with current SEC Regulation S-K 1300 item 102, 



subpart 1302 procedure going forward. The prior 50% discount used by company 



management in calculating company book values will then no longer apply and the 



assets will be be re-marked to reflect any discounts or adjustments indicated in



the Regulation S-K 1300 report once completed.







Once this reformatted and re-valuation report is complete and properly reviewed



by regulatory examiners Norcor management, with board approval, will adjust the 



company’s total asset values, the number and or par value of the preferred 



shares used to complete the transaction, the paid in additional capital 



allocated in favor of the common shareholders all in proportion to any value 



changes that come as a result of the revaluation and conforming with the 



Regulation S-K 1300 item 102, subpart 1302 bankable format. Any required value 



changes or adjustments will be done using ASC 250 standards and procedures.







This reformatting and revaluation process can include all but not be limited to



having a geological survey team revisit the site to gather additional samples, 



delivering all prior reports and assays to an outside lab of equal or superior 



qualifications of ALT Labs of Pennsylvania, and or having an outside consulting 



team of geological experts to re-calculate valuations based on current market 



prices and up to date currently recognized methodologies of analysis.  







Norcor's plan is to establish a sustainable energy approach using Solar energy 



along with fuel cell technology to produce hydrogen for our Plasma ore refinery



and Vehicles used for excavation and movement of our mineral ore whenever 



management considers feasible. 







Company management plans to work closely with the other owners of the Rising 



Star Mine in formulating a plan to extract and refine precious metals located on 



the property. Due to the remote location of the Rising Star Mine and harsh 



weather conditions that only allows 3 to 4 above ground working months 



throughout the year, it will require a great deal of planning and logistics to 



adequately undertake the mining and extracting of precious materials off the 



property. Once extraction begins the most sought after metals are anticipated to 



be (from most to least depending on market conditions at the time) Rhodium, 



Platinum, Palladium, Gold, Silver, Iridium, Osmium, and Ruthenium.







The value recognized for the proven and probable reserves by several Geologists 



determine the purchase price. The 50% discount to determine our 5% ownership was 



the consent of both parties involved in the negotiation.







At the time both parties did not consider ASC 930-360-35-1-2, however after 



examining the regulation and having the question of Impairment, we determine 



that having a 50% discount would give us a lot of leverage in the negotiation.







However, if and when we discover unrecoverable minerals we would utilize 



ASC930-360-35-1-2 determine any impairment based on market price and would be 



reflected in our accounting procedures.











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:

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.



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:

 



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 January 18, 2023.



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 January 18, 2023:



Signature         Title



/s/ Mark Clayton President & CEO



Mark Clayton