Parts II and III As filed with the Securities and Exchange Commission on December , 2020

File No.          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

Potash America, Inc. 

(Exact name of issuer as specified in its charter)

Nevada

(State of other jurisdiction of incorporation or organization)

2234 North Federal Highway, Suite 2008

Boca Raton, FL 33431

Phone: (561) 427-9670

(Address, including zip code, and telephone number, including area code of issuer’s principal executive office)

Matthew Markin

Chief Executive Officer

2234 North Federal Highway, Suite 2008

Boca Raton, FL 33431

Phone: (561) 427-9670

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Jonathan Shepard, Esq.

Shepard PLLC

5500 N. Military Trail, Suite 643

Boca Raton, FL 33496

Phone: (561) 306-2909

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

Preliminary Offering Circular dated December , 2020

Subject to Completion 

Potash America, Inc.

Up to 1,000,000,000 Shares of Common Stock

Potash America, Inc. (“we” or the “Company”) is offering (the “Offering”) up to 1,000,000,000 shares of our Common Stock, $.0001 par value (the “Common Stock”) for a minimum of $.005 per share and a maximum of $.08 per share, as determined by the Company from time-to-time during the term of the offering, on a “best efforts” basis, for gross proceeds of up to $5,000,000, assuming all shares are sold. The shares of Common Stock offered hereby are each referred to as a Share and collectively as the “Shares.”

There is no minimum Offering amount, no minimum investment requirement, and no provision to escrow or return investor funds if any minimum amount of Shares is not sold. Proceeds of subscriptions for the Offering, when accepted by the Company, may be deposited by the Company in its regular bank account for use as described under the caption “Use of Proceeds.” Our Shares will be sold by our director and executive officer on a “best efforts” basis. We may also elect to engage licensed broker-dealers to sell our Shares on a best efforts basis.

The sale of Shares will begin once the offering statement to which this circular relates is qualified by the Securities and Exchange Commission (“SEC”) and will terminate two years thereafter or once all Shares offered are sold, whichever occurs first. We expect the offering to commence on the date on which the offering statement of which this Offering Circular is a part is qualified by the SEC. The Company may terminate the offering at any time.

Our Common Stock is not now listed on any national securities exchange; however, our stock is quoted on OTC Markets Group, Inc. Pink Marketplace under the trading symbol “PTAM.” There is currently only a limited market for our securities. There is no guarantee that our securities will ever trade on any listed exchange or be quoted on the OTCQB or OTQX marketplaces.

These securities are speculative securities. Investing in our securities involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” for a discussion of information that should be considered in connection with an investment in our securities.

No sales of Shares will be made prior to the qualification of the Offering statement by the SEC. All Shares will be offered in all jurisdictions at the same price that is set forth in this Offering Circular.

This offering is being made pursuant to Tier 1 of Regulation A and follows the Offering Circular Form 1-A disclosure format.

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

Our principal office is located at 22234 North Federal Highway, Suite #2008, Boca Raton, Florida 33431 and our phone number is (561) 427-9670. Our corporate website address is www.potashamerica.net.

Information contained on, or accessible through, the website is not a part of, and is not incorporated by reference into, this Offering Circular.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The proceeds of this Offering will not be placed into an escrow account. We will offer our Shares on a best efforts basis. As there is no minimum Offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Subscriptions are irrevocable and the purchase price is non-refundable, as expressly stated in this Offering Circular. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for Shares by the Company.

Sale of the Shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

This Offering will be conducted on a “best-efforts” basis, which means our officer and director will use commercially reasonable best efforts in an attempt to offer and sell the Shares. He will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, our officer and director will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

Our Common Stock is traded in the OTC Markets Pink Open Market under the stock symbol “PTAM.”

Investing in our Common Stock involves a high degree of risk. See “Risk Factors“ for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws and the laws of any state in which our Shares are offered.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this Offering Circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to the Offering and the distribution of this Offering Circular.

The date of this Offering Circular is December , 2020

TABLE OF CONTENTS

Unless the context indicates otherwise, references to “we,” the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Potash America, Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Please read this Offering Circular carefully. It describes our business, our financial condition, and results of operations. We have prepared this Offering Circular so that you will have the information necessary to make an informed investment decision.

You should rely only on the information contained in this Offering Circular. We have not authorized any other person to provide you with different information. This Offering Circular is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this Offering Circular is complete and accurate as of the date on the front cover, but the information may have changed since that date.

Some of the statements under "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," “Business" and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "should" and "would" or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in "Risk Factors" and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in the Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements.”

The Company

We were incorporated in the state of Nevada on July 31, 2007, as Adtomize Inc. On June 29, 2010, we underwent a change of control. On September 8, 2010, we affected a split of our authorized capital and our issued and outstanding common shares on an 80 for 1 share basis. On March 3, 2011, we changed our name to Potash America, Inc . We maintain our business offices at 2234 North Federal Hwy, Suite 2002, Boca Raton, Florida, 33431 and our telephone number is (561) 427-9670.

Commencing with its organization the Company focused on the acquisition and development of exploration stage mineral properties, with emphasis on fertilizer and agri-business assets, including potash, montmorillonite, bentonite and gypsum. The Company sought to acquire known deposits whose economic value had changed with market pricing levels, and to develop these assets into agri-products. Changes in the agri-business market, together with the Company’s lack of sufficient to acquire mineral properties at attractive prices, caused the Company to withdraw from active involvement in the mineral properties business in 2013, though management has continued to investigate possible mineral properties opportunities.

The Company has restructured its business plan to emphasize identifying people and businesses in key market sectors in need of competent business guidance, which we have the background and ability to provide. Through a strategy of stimulation, reorganization, and, as appropriate, introduction of new products and services, we will strive to help entrepreneurial businesses reach their fullest potential. We will work with these businesses to assess their business models competitive environments financial condition, staffing, and need for capital. Concurrently with our consulting business, if we identify what we believe is an attractive business concept, product or service, we may, invest in people and businesses that fit our goals and philosophy, advancing ideas that are new, unique, creative, and, as appropriate, experimental.

We believe that socioeconomic and environmental improvements can be made in most business sectors, no matter where they are located. Our model is to focus our consulting businesses in such as renewable energy and health and wellness, and to help businesses become greener while improving profits. By working with these companies and, as we may deem appropriate, providing them with capital from our own resources or other sources that may be available to us, we believe we can help our clients reach their business goals, help provide greener businesses to our community and our country. See “Business.”

We do not incorporate the information on or accessible through our websites into this Offering Circular, and you should not consider any information on, or that can be accessed through, our websites a part of this Offering Circular.

Dividends

We have not declared or paid a cash dividend to stockholders since we were organized and we do not intend to pay dividends in the foreseeable future. Our Board of Directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon our earnings, capital requirements and other factors.

Trading Market

Our Common Stock is quoted on the OTC Pink Market under the symbol “PTAM.” 

No Plans for Change in Control or Merger

We have no present plans to be acquired or merge with another company, nor do we, nor any of our shareholders, have plans to enter into a change of control or similar transaction.

The Offering

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Offering Circular, before making a decision to invest in our Shares. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Relating to Our Financial Condition

There are doubts about our ability to continue as a going concern.

The Company is a development stage enterprise. The Company has had no revenues since inception and has incurred a net loss since inception in 2007 of $4,071,076. For the years ended March 31, 2020 and 2019, the Company had net losses of $224,134 and $71,713, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company will need additional working capital to continue or to be successful in any future business activities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues and the proceeds of the Offering of Shares. The Company may raise additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not be able to obtain commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that any such financing will be available on acceptable terms, or at all. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and stock price and could require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s Common Stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary, to raise additional funds, and may require that the Company relinquish valuable rights. Please see “We have yet to achieve a profit and may not achieve a profit in the near future, if at all,” below, and “Financial Statements – Note 13-– Going Concern” for further information.

Our financials are not independently audited, which could result in errors and/or omissions in our financial statements if proper standards are not applied.

Although the Company is confident in its financial statements, we are not required to have our financials audited by an auditor certified by the Public Company Accounting Oversight Board (“PCAOB”). Our accountant who prepares our financial statements does not have a third party reviewing the Company’s financial statements. Our accountant may not be up-to-date with all publications and releases published by the PCAOB regarding accounting standards and treatments. Accordingly, our unaudited financials may not properly reflect current PCAOB financial statement standards.

We have a limited operational history, making it difficult to accurately predict and forecast business operations.

As we have had limited business operations, are entering new businesses, and have yet to generate revenue, it is difficult for us to make accurate forecasts of our business operations. There is no guarantee that our services will be attractive to potential users, or that potential customers will utilize our services, or that any businesses in which we may initiate or in which we may otherwise invest will be financially successful.

We have yet to achieve a profit and may not achieve a profit in the near future, if at all.

We have not yet produced revenues nor a net profit and may not in the near future, if at all. While we expect that our business model will produce revenue, we cannot be certain that we will realize sufficient revenues to achieve profitability. Our ability to continue as a going concern will in all probability be dependent upon raising capital from this offering of Shares or other financing transactions, increasing revenue in our current and subsequent financial years, and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured and none of which we have achieved since inception. See “ There are doubts about our ability to continue as a going concern,” above.

We will require capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We may require additional funds in addition to Offering proceeds to respond to business challenges, including the need to update our website, add personnel, develop a more mature operating infrastructure or create or acquire complementary businesses and technologies. Accordingly, we may need continued equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of our Common Stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including investment in our clients’ businesses or other ventures. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business, to grow our business, and to respond to business challenges could be impaired, and our business may be substantially harmed.

We are highly dependent on the services of our key executive, the loss of whom could materially harm our business and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer.

We are highly dependent on Matthew Markin, our sole officer and director. We anticipate hiring other employees as our business expands. The loss of Mr. Markin or others who may become officers, directors or employees of the Company would have an immediate adverse impact on the Company. Our future success will depend in significant part on the continued service of Mr. Markin and other management personnel who may join us, and on our ability to identify, hire, and retain additional key personnel. We do not carry “key-man” life insurance on Mr. Markin. We may experience intense competition for qualified personnel, should we need them, and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly.

Risks Relating to our Common Stock and the Offering

Our Common Stock is thinly traded and its market price can be volatile.

The Common Stock has historically been sporadically traded on the OTC Pink Market, a widely-accepted electronic trading platform. Like most securities traded on the OTC Pink Market, the number of persons interested in trading in or Common Stock is at most times relatively limited. Further, because we are relatively unknown as a company and because our trading platform, the market price of our shares can vary significantly during any trading period Accordingly, on most business days of several days or trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer, which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that in the future we will be able to move our shares to an exchange.

The price at which you purchase our Shares may not be determined by any traditional valuation method and may not reflect their market value at the time of purchase or from time-to-time thereafter.

Our Shares are a speculative investment. We have a limited operating history, no income since inception, and the uncertainty of future market acceptance of our business. While the Company’s sole officer and director believes that the Shares are being offered at a fair price, the Company has not had an independent valuation of its value nor of the price at which the Shares are being offered. We cannot anticipate the future market price of our Common Stock, nor that the Shares can be resold at their Offering price.

The market price of our Common Stock may be adversely affected by several factors.

The market price of our Common Stock could fluctuate significantly in response to various factors and events, including, but not limited to:

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies, particularly in 2020 as we experience the human and financial impact of the worldwide Coronavirus pandemic. These market fluctuations may also materially and adversely affect the market price of our Common Stock.

Investors in this offering will experience immediate substantial dilution in net tangible book value.

The initial public offering price of our Shares in this Offering is considerably greater than the net tangible book value per share of our outstanding Common Stock, which is nil. Accordingly, investors in this offering will incur immediate dilution per Share from the initial public offering Share price. See “Dilution.”

We have broad discretion as to the use of the net proceeds from this Offering and may not use them effectively.

We cannot specify with certainty the particular uses to which we will put the net proceeds from this Offering. Our management will have broad discretion in the application of the net proceeds. Our shareholders may not agree with the manner in which our management chooses to allocate the net proceeds from this Offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition and results of operation. Pending their use, we may invest the net proceeds from this Offering in a manner that does not produce income.

Our Shares are offered on a “best efforts” basis.

We are offering Shares in the amount of up to $5,000,000, but may sell much less. This Offering is being conducted on a “best efforts” basis and does not require a minimum amount to be raised. As a result, we may not be able to raise enough funds to fully implement our business plan and our investors may lose their entire investment. Even if we raise the maximum amount we are seeking in this offering, we may need additional funds in the future in order to grow, and if we cannot raise those funds for whatever reason, including reasons outside our control, such as another significant downturn in the economy, we may not survive.

We do not expect to pay dividends in the future; any return on investment may be limited to the value of our Common Stock.

We do not anticipate paying cash dividends in the foreseeable future. The payment, if any, of dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, or that in any event our board of directors will cause the Company to pay dividends.

Our issuance of additional shares of Common Stock, or options or warrants to purchase those shares, would dilute your proportionate ownership and voting rights.

Our board may generally issue shares of Common Stock and options, or warrants to purchase Common Stock, without approval by our shareholders. We cannot give you any assurance that we will not issue additional shares of Common Stock, or options or warrants to purchase those shares under circumstances we may deem appropriate.

Our Common Stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their Shares.

Our Common Stock is presently a “penny stock” under SEC Rule 15g-9, which defines a penny stock as an equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule which sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

If our Common Stock remains a penny stock, the market for our stock will be somewhat limited and the market price of our shares may be adversely affected.

As an issuer of a “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

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

Securities analysts are unlikely to report on our Common Stock or may issue negative reports that adversely affect the stock price.

At this time, no securities analysts provide research coverage of our Common Stock, and securities analysts may not elect to provide such coverage in the future. It may remain difficult for our Company, with its small market capitalization, to attract independent financial analysts that will cover our Common Stock. If securities analysts do not cover our Common Stock, the lack of research coverage may adversely affect the stock’s actual and potential market price. The trading market for our Common Stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more analysts elect to cover our company and then downgrade the stock, the stock price would likely decline rapidly. If one or more of these analysts cease coverage of our Company, we could lose visibility in the market, which, in turn, could cause our stock price to decline. This could have a negative effect on the market price of our Common Stock.

Ownership of a controlling interest in our Company by our sole officer and director will in all probability adversely affect the ability of purchasers of Shares to elect directors or significantly affect itspolicies, and may adversely affect the market price of our Common Stock.

Our sole officer and director is also our majority shareholder. Even if a substantial number of Shares are sold, Mr. Markin may continue to control the Company. Consequently, it is unlikely that persons acquiring Shares in this Offering will be able to affect a change in our business or management. Further, sales of our Common Stock by our controlling shareholder in trading markets could adversely affect the market price of our Common Stock.

Risks Relating to Our Company and Industry

Our business plan is speculative.

Our planned business is speculative and subject to numerous risks and uncertainties. We have not heretofore offered our services as a consultant to entrepreneurial individuals or companies, nor have we invested, as we may, in any businesses controlled by others or which we may form. There can be no assurance that we will be able to attract clients for our services or that, if we do, we will be able to generate sufficient revenues from consulting services to operate at a profit. Further, our business model assumes, in part, that we will be able to find clients in which we determine the Company should invest. Any such investment would certainly pose substantial risks to our capital. Neither our Company nor our founder and sole officer and director has a history of investment in entrepreneurial or start-up businesses for which our founder or the Company has first done business as a service provider, nor has our Company yet developed criteria or policies to be used in evaluating investment in any client business.

We may not be able to successfully compete against companies with substantially greater resources.

Our business model assumes that we will develop and possibly invest in entrepreneurial and start-up businesses that need the guidance which we can provide. The business in which we operate is subject to intense competition. Many of our competitors have greater capital resources and experienced personnel than we have, which may enable them to compete more effectively in this market. Our competitors may devote their resources to developing and marketing themselves to our target customer base. Due to this competition, there is no assurance that we will not encounter difficulties in obtaining revenues and market share or in the positioning of our services. If we are unable to successfully compete with existing companies and new entrants to our core client market, we may not be able to operate at a profit. Further, there can be no assurance that we will be successful in attracting and generating income from clients or from any business opportunities in which we may invest.

COVID-19 effects on the economy may negatively affect our Company business.

In December 2019 COVID-19 emerged and has spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

As the COVID-19 pandemic is complex and continues to rapidly evolve, the economy of the United States, may be negatively affected for a sustained time. We cannot now reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on our business, results of operations, financial position and cash flows.

We may be unable to manage growth, which may impact our potential profitability.

Successful implementation of our business strategy requires us to manage growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:

If we fail to manage our growth effectively, our business, financial condition, or operating results could be materially harmed, and our stock price may decline.

Our lack of adequate directors and officers liability insurance may make it difficult for us to retain and attract talented and skilled directors and officers.

In the future we may be subject to litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. We have not obtained directors and officers liability (“D&O”) insurance and will in all probability not be able to do so without the sale of a substantial number of Shares in this Offering. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company would have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance will make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

USE OF PROCEEDS

The Company plans to use the proceeds from this Offering to grow its business, research and development, website development, marketing, operating capital, hiring staff, and investments in our core businesses.

The following Use of Proceeds is based on estimates made by management. All costs associated with the offering have been prepaid by the Company and will not come from the proceeds of the offering. Management prepared the milestones based on three levels of Offering raise success: 25% of the Maximum Offering proceeds raised ($1,250,000), 50% of the Maximum Offering proceeds raised ($2,500,000), 75% of the Maximum Offering proceeds raised ($3,750,000) and the Maximum Offering proceeds raised of $5,000,000 through the Offering. The costs associated with operating as a public company are included in all our budgeted scenarios and management is responsible for the preparation of the required documents to keep the costs to a minimum.

The table below represents our estimate of how we will allocate the monies raised from this offering, assuming a price of $.08 per Share, and depending on the amount of funds we are able to successfully raise. The amounts below could change based on market conditions or other factors, such as demand for our products. The Company intends to use the proceeds from this Offering as follows:

The foregoing represents our best estimate of the allocation of the proceeds of this Offering based on planned use of funds for our operations and current objectives.

Under Net Proceeds, we have based our calculations and division of funds on the anticipated needs of the Company. However, our marketplace is constantly changing. Management may, depending on circumstances, be required to divert funds from one source to another as the business demands.

Pending use of the net proceeds from this Offering, we may invest in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

BUSINESS

The Company

We were incorporated in the state of Nevada on July 31, 2007, as Adtomize Inc. On June 29, 2010, we underwent a change of control. On September 8, 2010, we affected a split of our authorized capital and our issued and outstanding common shares on an 80 for 1 share basis. On March 3, 2011, we changed our name to Potash America, Inc. We maintain an office at 2234 North Federal Highway, Suite 2002, Boca Raton, Florida 33431 and our telephone number is (561) 427-9670.

Commencing with its organization, the Company focused on the acquisition and development of exploration stage mineral properties, with emphasis on fertilizer and agri-business assets, including potash, montmorillonite, bentonite and gypsum. The Company sought to acquire known deposits whose economic value had changed with market pricing levels, and to develop these assets into agri-products. Changes in the agri-business market, together with the Company’s lack of sufficient to acquire mineral properties at attractive prices, caused the Company to withdraw from active involvement in the mineral properties business in 2013, though management continues to investigate possible mineral properties opportunities.

Our Business Focus

The Company has restructured its business plan to emphasize identifying people and businesses in key market sectors in need of competent business guidance, which we have the background and ability to provide. We will work with these businesses to assess their business model, competitive environment, financial condition, staffing, and need for capital. Through a strategy of stimulation, reorganization, and, as appropriate, introduction of suggestions and implementation strategies for new products and services, we will strive to help entrepreneurial businesses reach their fullest potential. Concurrently with our consulting business, if we identify what we believe is an attractive business concept, product or service, we may invest in people and businesses that fit our goals and philosophy, advancing ideas that we believe are new, unique, creative, and meet other criteria that we find promising.

We believe that socioeconomic and environmental improvements can be made in most business sectors, no matter where they are located. Our model is to focus our consulting services on businesses such as renewable energy, new modalities of health and wellness, and use of organic materials to help businesses meet the requirements of our rapidly-changing world while improving profits. By working with these companies and, as we may deem appropriate, providing them with capital from sources that may be available to us and our clients, including, our own capital as our resources permit, we believe we can help our clients reach their business goals, help provide for society’s future needs, and, as an additional goal, benefit our society.

When searching for what we may believe are appropriate clients, Potash America will target forward- thinking individuals and businesses interested in taking risks with new ideas that can profit from our business connections and our experience. We will seek creative and dedicated entrepreneurs that we believe we can help guide to business and socially beneficial success. At the same time, we believe our client involvement will help ensure that they are successful on environmental and socioeconomic bases.

In order to provide consistent support to our client companies, we intend to pursue a number of avenues to help them achieve their goals. In addition to those we have described, as appropriate we may locate and negotiate acquisitions, employ financial remodeling techniques, assist in negotiating key strategic agreements, and help our clients locate and utilize capital sources, including capital from private and public offerings through licensed sources. we are able to play a part in our potential partners’ growth beyond initial capital investment. When utilizing our network of investors, management teams, and strategic relationships, we believe we can expand client margins, improve efficiency and grow top-line revenue.

When We may Invest In Client Companies

In determining what businesses we will accept as consulting clients, we will rely on the criteria which we have discussed above under the caption “Our Business Focus.” We will remain aware of the risks, as well as the opportunities, of dedicating our efforts to newly-developing companies, as well as searching for groundbreaking products and services. Because it is our goal to develop a long-term relationship with our clients and, as appropriate, and as resources may permit, invest in them, we will pursue a strategy which we call high-fusion. Using this strategy, we will choose as clients high-risk/high-reward ventures but balance these with traditionally stable companies, creating a more diverse client base and, at the same time, diverse investment opportunities for our Company..

Business Segments That We Anticipate Will be Most Attractive to Us

       Responsible Mining and Exploration

We find it fundamental to focus on the mining and exploration sector not only because of its growth and financial opportunity, but also due to its potential to either greatly benefit surrounding communities or inversely disturb them when not done responsibly. One of the most rewarding aspects of the mining industry is the positive impact that reopening an existing mine or developing a new site can have on the local community.

Because local communities will be instrumental to our overall success, we may favor working with companies which have as a priority the health and safety of the public as well as the environmental impact on the area surrounding their mining and exploration activities. We may also directly acquire interests in both surface mining (open pit, dredging, placer, strip, hydraulic and mountain top) and underground mining (drift, hard rock, shaft, and slope).

Renewable Energy

As the world’s population continues to grow at approximately 83 million people per year, it becomes increasingly necessary to invest in renewable energy sources. Reducing dependency on energy sources that impact our environment in a negative way relies heavily on making sustainable options available as an alternative. Because climate change solutions are already driving the market in areas of the world such as Europe, renewable energy is presently fertile ground for business opportunities.

The sector of renewable energy is both innovative and broad, encompassing a variety of methods through which energy is created. Though we intend to focus our services and, as we may choose, our own investments, on solar, wind, biomass, and hydroelectric energy, we will also intend to maintain an interest in geothermal, hydrogen and fuel cells.

Commercial Agriculture Farming

Similar to the need for renewable energy is the importance of commercial agriculture farming. For centuries, farming has been an essential undertaking in any society. Today, a growing global population calls for higher yields from our current farms achievable only through advancements in farming techniques and technology. Because of this, commercial agriculture farming will become a societal imperative as well as financially rewarding.

Cannabis and Hemp Development

Currently, there is a lot of interest in the cannabis and hemp industry, which may produce and it may produce significant returns in the future. The cannabis plant has proven itself to be increasingly diverse in its applications and has inspired countless innovative products. But due to the fact that we are a publicly-traded company in the United States, we are presently unable to be in the business of growing and selling cannabis, though we may be able to consult clients engaged in cannabis growth and sales. We may also focus on clients engaged, and invest directly, in limited areas of the cannabis and hemp development sector, including the land on which it is grown, crop fertilizers, and farming technology

Health and Wellness

Because we are a part of an increasingly health-conscious populace, wellness is on track to be a trillion dollar industry. Health and wellness provide seemingly endless business opportunities, from a newly- formulated multivitamin to the next peloton. Beauty and anti-aging products as well as nutrition and weight loss products or services all fall under the category of wellness and continue to be conceived and reincarnated in new and innovative ways.

Green Technology

Green technology is a sector of science and electronics that produces clean energy, helps repair environmental damages, or helps reduce wasteful practices. As we move forward into an age of environmental mindfulness in all human activity, green technology will grow more financially rewarding as its advancement becomes increasingly earnest and even popular. Potentially, green technology can solve the many hurdles and roadblocks in and outside of our key sectors, initiating higher returns for businesses affected by each innovation. Through green technology, businesses are not only problem- solving for companies and individuals in our key sectors but also enacting positive environmental and socio economic changes in the surrounding communities.

Description of Property

The company does not have a physical principal office or material physical property.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our unaudited historical financial statements, which are included elsewhere in this Offering Circular. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains statements that are forward-looking. These statements are based on current expectations and assumptions, which are subject to risk, uncertainties and other factors, including, but not limited to, those described in “Risk Factors.” We urge you to review our discussion of Risk Factors relating to our business, including, without limitation, risks related to the impact on our Company of the COVID-19 pandemic, which factors individually or as a group could materially affect the discussion which follows.

Overview

We were incorporated in the State of Nevada on July 31, 2007, as Adtomize Inc. On June 29, 2010, we underwent a change of control. On September 8, 2010, we affected a split of our authorized capital and our issued and outstanding common shares on an 80 for 1 basis. On March 3, 2011, we changed our name to Potash America, Inc.

We were initially engaged in developing an online advertising brokerage service for high traffic web site publishers. When we determined that we could not compete successfully using that business model, we began looking for opportunities to acquire exploration stage mineral properties. We substantially abandoned that business in 2013, but continue to investigate for possible acquisition mineral properties that become available to us. See “Business” for a discussion of our business model.

Results of Operations for Year Ended March 31, 2020

The Company has had no revenues since its organization and has a net loss of $4,071,076 from inception through March 31, 2020. For the year ended March 31, 2020, the Company had a net loss of $224,134, compared to a net loss of $71,313 for the year ended March 31, 2019. The increase in net loss resulted primarily from an increase in total operating expenses from $11,875 in the year ended March 31, 2019, to $163,939 in the year ended March 31, 2020, substantially all of which were attributable to increases in deferred compensation.

Liquidity and Capital Needs

Credit Facility Agreements

On March 15, 2011, we entered into a $200,000 credit facility agreement with Matthew Markin, who subsequently became our sole officer and director. On June 22, 2011, the credit facility agreement was amended to increase the size of the line of credit to a total of $1,000,000. The amounts advanced under the letter of credit bear interest at 5% per annum. During the year ended March 31, 2013, Mr. Markin acquired control of the Company. We have used the letter of credit proceeds to fund working capital and general corporate activities. The letter of credit agreement was amended and restated on November 8, 2020, to incorporate the terms of the June 22, 2011, letter of credit agreement, which was described in a Report on Form 8-K filed with the SEC on June 23, 2011. As amended and restated the letter of credit agreement provides that any amounts outstanding at any time, including interest, are payable on demand. Principal and interest outstanding under the letter of credit are convertible into shares of our Common Stock at any time at $.001 per share on sixty-five days’ prior notice to the Company. The lender’s conversion rights are at the time or times of conversion limited to that number of shares of Common Stock which, together with outstanding Common Stock and Common Stock issuable on exercise of options, warrants, and other rights to the issuance of shares of Common Stock, will not exceed the Company’s authorized shares of Common Stock; provided, however, that on notice from the lender of intent to convert, the Company shall immediately increase its authorized shares of Common Stock to a number of authorized shares which would permit the issuance of shares of Common Stock to the lender in accordance with, the exercise of the lender’s conversion rights. The letter of credit is payable at any time without penalty. The letter of credit had an outstanding principal balance of $499,524 at March 31, 2020. Interest expense related to the letter of credit was $263,547 at March 31, 2020, and has not been paid.

On November 22, 2011, we entered into a second credit facility agreement in which the lender agreed to provide our Company with a line of credit in the amount of up to $500,000. Interest is payable at 10% per annum. The unpaid principal and interest due on the credit facility are payable on demand. The credit facility can be paid at any time without penalty. During the year ended March 31, 2013, the balance was repaid and the amount due at March 31, 2013 was $0. Accrued interest related to the line of credit was $21,247 as of June 30, 2020 and has not been paid.

On March 27, 2012, the Company entered into a $1,000,000 Letter of Credit Agreement. Pursuant to the terms outlined in the Letter of Credit, Agreement at any time the Company may require any and all funds outstanding under the Letter of Credit, except for accrued interest, which is to be paid in cash, to be converted into units of the Company at a price of $0.80 per unit (the “Unit”). Each Unit consists of one share of Common Stock and one (1) warrant to purchase one (1) share of Common Stock at $1.50 per share for a period of five (5) years. Interest is payable at 5% per annum until the loan is repaid. The Company will be obligated to issue up to 1,250,000 Units if it exercises its right to convert the line’s outstanding principal balance into Units. The line of credit had a principal balance of $710,000 and accrued interest of $277,872 as of March 31, 2020.

Working Capital and Projected Capital Requirements