Preliminary Offering Circular Dated February 11, 2016

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission, which we refer to as the 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.

INNOVATIVE CLIMATIC TECHNOLOGIES CORPORATION

$225,000.00

1,500,000 TOTAL SHARES OF COMMON STOCK AT $.15 PRICE PER SHARE

Minimum Investment: 7,000 shares ($1,050.00)

We are offering a maximum of 1,500,000 shares of common stock on a "no minimum/best efforts" basis. The offering will continue until the earlier of August 1, 2016 (which date may be extended for an additional 90 days at our option) or the date when all shares have been sold. Because there is no minimum offering amount, funds raised may not be sufficient to complete the plans of the Company as set forth in "Use of Proceeds" in this Offering Circular. See "Plan of Distribution" and "Securities Being Offered" for a description of our capital stock.

Generally, no sale may be made to you in 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.

There is currently no trading market for our common stock. We intend to apply to have our shares of common stock approved for trading on the OTCQB marketplace upon the completion of this offering.

These are speculative securities. Investing in our shares involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See "Risk Factors" beginning on page 7.

		Price to public				Underwriting discount and commissions (1)				Proceeds to Company (2)				Proceeds to other persons
Per share		$	.15				-			$	.15			$	.00
Total:		$	225,000.00				-			$	225,000			$	.00

_______________

(1)	We do not intend to use commissioned sales agents or underwriters.
(2)	Does not include expenses of the offering, estimated to be $36,000.00 including legal, accounting and other costs of registration. See "Use of Proceeds."

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.

We are providing the disclosure in the format prescribed by Part II of Form 1-A.

13835 N. Tatum Blvd #9-419

Phoenix AZ 85032

480-256-2523

The date of this Preliminary Offering Circular is ___, 2016

2

TABLE OF CONTENTS

Offering Circular Summary			4
Risk Factors			7
Dilution			17
Plan of Distribution			18
Use of Proceeds			19
Description of Business			20
Management's Discussion and Analysis of Financial Condition and Results of Operations			24
Directors, Executive Officers and Significant Employees			27
Compensation of Directors and Executive Officers			28
Security Ownership of Management and Certain Securityholders			29
Interest of Management and Others in Certain Transactions			30
Securities Being Offered			30
Financial Statements for fiscal year ended December 31, 2015			33
PART III-EXHIBITS
SIGNATURES			35

OFFERING CIRCULAR SUMMARY

This summary highlights information contained elsewhere in this Offering Circular and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire Offering Circular, including our consolidated financial statements and the related notes and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case included elsewhere in this Offering Circular. Unless otherwise stated, all references to "us," "our," "we," the "Company" and similar designations refer to Innovative Climatic Technologies Corporation.

Overview

Innovative Climatic Technologies Corporation (the "Company") will sell "ZoZo," a patented brand new thermostat which automatically adjusts air conditioning settings to the "feels like" perceived temperature desired by home and business owners. When you listen to local weather reports, the announcer tells you the temperature is actually "X" degrees but because of outside conditions such as relative humidity, wind speed and elevation, the temperature outside "feels like" some different number. For example, you may hear on the weather that a 90 degrees on a hot, humid summer day feels like 100 degrees.

We believe that all of AC controllers (thermostats) on the market now only use one dimension, the actual air temperature, to control the HVAC (heating/venting/air conditioning) system. The ZoZo thermostat is different. It is designed to create an intelligent HVAC control system that compensates for all these "feels like" factors that affect user perceived comfort level.

Our ZoZo thermostat utilizes information from both inside and outside like a weather station, and combines this with our Smart Controls that utilize our proprietary Floating Set Point (FSP) technology. The FSP controls the HVAC system, turning it on and off based upon ZoZo's calculated indoor "feels like" temperature rather than the fixed actual air temperature number entered by the user. The FSP constantly changes based on these inputs all in real time which is designed to achieve a better level of perceived comfort and a greater energy savings.

The ZoZo thermostat also offers other features such as customizable weather station, a savings chart and maintenance alerts.

The ZoZo thermostat is attached to a wall inside a building much like the current thermostats. The face of the ZoZo thermostat resembles the face of a smart phone; dark grey until a touch lights it up with a simple display which is simple to change in order to keep the inside temperature comfortable and set to the exact preferences of the individual in control. The userfriendly color screen can be accessed directly or remotely from a smartphone, tablet, or web dashboard.

Intellectual Property

We currently have an Exclusive License/Royalty Agreement dated December 9, 2015 with Mohamed Salem and Michael Sullivan to manufacture, import, use and sell worldwide the ZoZo thermostat using their patented technology. The Agreement required the issuance of 5,000,000 shares of our common stock, which were issued upon execution, plus an on-going royalty payment of 4% of gross sales. We can lose our rights to manufacture, import, use and sell the ZoZo thermostat worldwide upon certain conditions such as the failure to commence to manufacture, distribute and sell the ZoZo thermostat within thirty-six (36) months after the execution of the Agreement. We can lose exclusive rights under the Agreement if minimum royalty of $5,000 is not achieved in the first five years. The Agreement, which contains other terms and conditions including circumstances under which we would lose the rights to use this technology, and the patents and other intellectual property are described in detail in "Business" below. See also, "Risk Factors."

Business and Product Status

The ZoZo thermostat is currently under development and expected to be ready to sell by February 2017. We believe that we can sell the ZoZo thermostat to residential and commercial customers, and initially we will focus on US consumers in the Southwest.

Since inception, we have taken the following significant steps to implement our business plan:

·

Company set up

 

	a.	Incorporate company in state of Nevada
	b.	Set up main executive office in Phoenix, Arizona
	c.	Opened up bank account for the company

	·	Secured initial capital of $121,072 from initial investors
	·	Developed and executed an exclusive worldwide Licensing agreement for the ZoZo Thermostat product
	·	Validated patent created by product inventors

In order to have a final, assembled and ready to sell initial ZoZo thermostat, we first need to complete our prototypes and product samples, software, user interface, communications port. We then intend to submit the prototype for Electrical Testing Laboratories (ETL) approval. Once we receive approval, we will secure agreements third party assemblers and parts suppliers and start making our product. These steps are described in more detail in "Business." Assuming we do not encounter any currently unanticipated obstacles to completing these tasks, we estimate that we will be able to begin to sell our products in February 2017.

We anticipate an initial retail price of approximately $200.00 for our ZoZo thermostat.

Risk Factors

Investing in our shares involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the "Risk Factors" section of this Offering Circular.

Company Information

Innovative Climatic Technologies Corp. was formed on December 4, 2015 in the State of Nevada.

Our corporate headquarters are located at 13835 N. Tatum Blvd #9-419, Phoenix AZ 85032. Telephone: 480-256-2523. Our website will be accessible in late February 2016 at www.InnovativeClimaticTech.com. We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular.

This Offering Circular summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire Offering Circular, including our financial statements and the related notes included elsewhere in this Offering Circular. You should also consider, among other things, the matters described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in each case appearing elsewhere in this Offering Circular.

The Offering

Common stock offered by us		1,500,000 Shares
Common stock to be outstanding immediately after this offering (assuming all shares of Common Stock in this offering are sold)		8,772,000 Shares
Use of proceeds		We intend to use approximately the Net Proceeds of this Offering for Prototype Building and Testing and Engineering Design and Development. See "Use of Proceeds" on page 19.
Risk factors		You should carefully read "Risk Factors" on page 7 in this Offering Circular for a discussion of factors that you should consider before deciding to invest in our common stock.

Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below along with all of the other information contained in this Offering Circular, including our financial statements and the related notes, before deciding whether to purchase our common stock. If any of the adverse events described in the following risk factors, as well as other factors which are beyond our control, actually occurs, our business, results of operations and financial condition may suffer significantly. As a result, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock.

Any investment in our common stock involves a high degree of risk. You should consider carefully the following information, together with the other information contained in this Offering Circular before you decide to buy our common stock. If one or more of the following events actually occurs, our business will suffer, and as a result our financial condition or results of operations will be adversely affected. In this case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

We face risks in developing our products and services and bringing them to market. We also face risks that we will lose some, or all of our market share of our existing business to competition, or we risk that our business model may fail. The following risks are material risks that we face. If any of these risks occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed.

Risk Factors Related to the Business of the Company

Under certain circumstances, we may lose the right to use the technology which is essential for us to have made and to sell our existing product under development and future products we may want to develop using this technology. If we lose the right to use this essential technology, we could be forced to cease operations and investors will lose their entire investment.

We currently have an Exclusive License/Royalty Agreement with Mohamed Salem and Michael Sullivan to manufacture, import, use and sell worldwide the ZoZo thermostat using their patented technology. The Agreement required the issuance of 5,000,000 shares of our common stock, which were issued upon execution, plus an on-going a royalty payment of 4% of gross sales. We can lose our rights to manufacture, import, use and sell the ZoZo thermostat worldwide upon certain conditions such as the failure to commence to manufacture, distribute and sell the ZoZo thermostat within thirty-six (36) months after the execution of the Agreement. We can lose exclusive rights under the Agreement if minimum royalty of $5,000 is not achieved in the first five years. The Agreement, described in detail in "Business" below, describes, among other things, the terms and conditions and circumstances under which the Agreement would be terminated and we would lose the rights to use this technology. If we lose the exclusive and/or entire right to use this technology, our potential to generate revenues could be reduced or eliminated.

Electronic Testing Laboratories may suggest modifications of certain ZoZo product components based upon their testing of the ZoZo product, which may slow our product development and increase the time before we can generate revenues.

Before we sell our ZoZo thermostat, we will submit a prototype for Electronic Testing Laboratories (ETL) approval, which we anticipate we will come within six (6) months after the prototype has been submitted. We can sell our product without such approval or the approval of UL, however changes suggested by ETL may slow our product development and increase the time before we can generate revenues.

Although we have engaged in operational activities since inception, we have not yet generated operational revenues, meaning that we have an evolving and unpredictable business model and the management of growth and we may never generate operating revenues.

Although we have engaged in operational activities since inception, our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth due to future advances in technology, methods or processes by our competitors. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our product offerings, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

We have generated no revenues from operations, which makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

As of the date of this Offering Circular, we have not generated revenues. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price if and when we start trading. 

There is substantial doubt about our ability to continue as a going concern and if we are unable to generate significant revenue or secure additional financing we may be unable to implement our business plan and grow our business.

We are a development stage company and are in the process of developing our products. Consequently, we have not generated revenues as of the date of this Offering Circular. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during 2016. Our auditor has indicated in their Report that these conditions raise substantial doubt about our ability to continue as a going concern. The continuation of our business as a going concern is dependent upon the continued financial support from our officers and stockholders who are not obligated to provide any additional financing.

There is uncertainty regarding our ability to implement our Plan of Operations and to grow our business to a greater extent than we can with our existing financial resources without additional financing. Except from the proceeds of this offering, we have no binding agreements, commitments or understandings to secure additional financing at this time. We have no binding agreements, commitments or understandings to acquire any other businesses or assets. Our long-term future growth and success is dependent upon our ability to commence selling our products, generate cash from operating activities and obtain additional financing beyond the proceeds of this offering. There is no assurance that we will be able to commence selling our products, generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our ability to fully implement our Plan of Operations as described below and grow our business to a greater extent than we can with our existing financial resources, also described below. See "Management's Discussion and Analysis of Financial Conditions and Results of Operations."

The loss of governmental energy incentives such as tax credits available to customers who might purchase our products could result in the decrease of sales and revenues after we start selling our product.

There are many state and local incentives such as tax credit that have been a boon to the energy savings market and offer energy tax credits and rebates to encourage homeowners to lower their energy usage which could be accomplished with our ZoZo thermostat product. The amount of rebates varies by program, but some are generous enough to cover 30-50% of someone's purchase price. These incentives dramatically lower the cost of purchasing energy savings devices, such as the ZoZo thermostat. The loss of these incentives could result in a decrease of sales after we start selling our product.

Industry Risks

Specialized thermostat equipment is an emerging yet competitive industry and many of our competitors have greater resources that may enable them to compete more effectively.

We will compete with several domestic and international companies that offer a range of specialized thermostat equipmentproducts similar to our own or traditional thermostats that compete in the same market. Some of our competitors have greater resources than we do, which may enable them to compete more effectively in this market. Our competitors may devote their resources to developing and marketing products that will directly compete with our product lines, and new, more efficient competitors may enter the market. If we are unable to successfully compete with existing companies and new entrants to the market this will have a negative impact on our business and financial condition.

Our targeted customer base is diverse and we face a challenge in adequately meeting each group's needs.

Because we will serve multiple types of customers from residential to commercial, we must work constantly to understand the needs, standards and technical requirements of several different customer groups and must devote significant resources to developing products for their interests. If we do not accurately predict our customers' needs and expectations, we may expend valuable resources in developing products that do not achieve broad acceptance across the markets.

Our success depends on adoption of our products by our various types of potential customers, and if these potential customers do not accept and acquire our products then our revenue will be severely limited.

The major customer groups to whom we believe our products will appeal, residential and commercial users, may not embrace our products. Acceptance of our products will depend on several factors, including: cost, ease of use, familiarity of use, convenience, timeliness, strategic partnerships, and reliability. If we fail to adequately meet our customers' needs and expectations, our product offerings may not be competitive and our ability to commence or continue generating revenues could be reduced. We also cannot be sure that our business model will gain wide acceptance among all targeted customer groups. If the market fails to continue to develop, or develops more slowly than we expect, our ability to commence or continue generating revenues could be reduced.

Competing forms of specialized thermostat equipment may be more desirable to consumers or may make our products obsolete.

There are currently several different competing specialized thermostat equipment technologies that are being marketed to our potential customers. Further development of any of these technologies may lead to advancements in technology that will make our products obsolete. Consumers may prefer alternative technologies and products. We cannot guarantee that users of thermostats who will be using our equipment will continue to grow within the industry as a whole. Any developments that contribute to the obsolescence of our products may substantially impact our business reducing our ability to commence or sustain generating revenues.

Our future suppliers and/or component or third party product assemblers could fail to fulfill our orders for our solar products system components or assemble our finished products for sale on a timely basis, which could disrupt our business, increase our costs, and could potentially cause us to lose our market.

We anticipate that we will initially depend on third party manufacturers to assemble all the parts for our ZoZo thermostat. Any assembler will depend upon multiple parts suppliers to supply it with the parts necessary to assemble our ZoZo thermostat. We have no written agreement with any parts suppliers or assembly firms, and ordering from assembly firms and parts suppliers will be on a purchase order basis only.

These suppliers/assemblers could fail to supply parts or assemble the ZoZo thermostats to our specifications or in a workmanlike manner and may not deliver the systems on a timely basis. Our suppliers/assemblers must also obtain inventories of the necessary parts and tools for production. If our suppliers/assemblers fail to deliver products when ordered, we may not be able to fulfill customer orders on a timely basis and our reputation could be harmed and revenues reduced. Any change in assemblers/suppliers could disrupt or delay our ability to fulfill orders for our thermostat products while we search for alternative supply sources, provide specifications, and test initial production, and our business prospects, results of operations and financial condition could be materially and adversely affected.

Damage claims against our products could reduce our sales and revenues.

If any of our products are found to cause injury or damage, the Company could suffer financial damages. We have not had significant claims for damages or losses from our products to date. The Company does not carry product liability insurance. Any claims for damages related to the products we will sell could damage our reputation and reduce our revenues.

If we are unable to protect our proprietary and technology rights our operations will be adversely affected.

Our success will depend in part on our ability to protect our proprietary rights and technologies, including the patents under our Agreement with Messrs. Salem and Sullivan. Our failure to adequately protect our proprietary rights may adversely affect our operations. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our product or to obtain and use trade secrets or other information that we regard as proprietary. Based on the nature of our business, we may or may not be able to adequately protect our rights through patent, copyright and trademark laws. Our means of protecting our proprietary rights in the United States or abroad may not be adequate, and competitors may independently develop similar technologies. In addition, litigation may be necessary in the future to:

 

	·	Enforce intellectual property rights;
	·	Protect our trade secrets;
	·	Determine the validity and scope of the rights of others; or
	·	Defend against claims of infringement or invalidity.

 

Any such litigation could result in substantial costs if we are held to have willfully infringed or to expend significant resources to develop non-infringing technology and would divert the attention of management from the implementation of our business strategy. Furthermore, the outcome of litigation is inherently difficult to predict and we may not prevail in any litigation in which we become involved.

Risks Related to Management and Personnel

We depend heavily on Mr. George Roundy, CEO/CFO and Director. The loss of his services could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions Mr. George Roundy, CEO/CFO and Director. 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 in addition Mr. George Roundy, CEO/CFO and Director. Loss of the services of Mr. George Roundy, CEO/CFO and Director could adversely affect the development of our business plan and harm our business.

Mr. George Roundy, CEO/CFO and Director does not have any background in thermostat products, engineering or industrial design, or experience selling thermostat products which could adversely affect our ability to implement our business plan and commence generating revenues.

Mr. George Roundy, CEO/CFO and Director, has no background in thermostat products, engineering or industrial design, or experience selling thermostat products. His lack of experience in these areas could adversely affect our ability to implement our business plan and commence generating revenues.

Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting enough customers and result in a lack of revenues which may cause us to cease operations.

Mr. George Roundy, our sole officer and director, will only be devoting limited time to our operations. He will be devoting approximately 20 hours a week to our operations. Because our sole office and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

Our sole officer and director has no experience managing a public company which may inhibit our ability to implement successfully our business plan.

We have never operated as a public company. Mr George Roundy, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

Risks Related to the Offering and the Market for our Stock

Because there is no minimum offering amount, funds raised may not be sufficient to complete the plans of the Company as set forth in "Use of Proceeds" in this Offering Circular.

There is no minimum offering amount. If we do not raise the maximum proceeds, funds raised may not be sufficient to complete all plans of the Company as set forth in "Use of Proceeds" in this Offering Circular, which could inhibit our ability to commence to generate revenue.

We have the right to issue additional common stock and preferred stock without consent of stockholders. This would have the effect of diluting investors' ownership and could decrease the value of their investment.

We have additional authorized, but unissued shares of our common stock that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders' percentage ownership of our company.

In addition, our certificate of incorporation authorizes the issuance of shares of preferred stock and/or the conversion of existing outstanding preferred stock into common stock, the rights, preferences, designations and limitations of which may be set by the Board of Directors. Our certificate of incorporation has authorized issuance of up to 10,000,000 shares of preferred stock in the discretion of our Board. The shares of authorized but unissued preferred stock may be issued upon Board of Directors approval; no further stockholder action is required. If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation.

Nevada law and certain anti-takeover provisions of our corporate documents and our executive employment agreements could entrench our management or delay or prevent a third party fromacquiring us or a change in control even if it would benefit our shareholders.

Our articles of incorporation and bylaws as well as Nevada law contain a number of provisions that may delay, deter or inhibit a future acquisition or change in control that is not first approved by our board of directors. This could occur even if our shareholders receive an attractive offer for their shares or if a substantial number or even a majority of our shareholders believe the takeover may be in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain approval from our board of directors prior to pursuing a transaction. Provisions that could delay, deter or inhibit a future acquisition or change in control include the following:

	·	10,000,000 shares of blank check preferred stock that may be issued by our board of directors without shareholder approval and that may be substantially dilutive or contain preferences or rights objectionable to an acquirer;
	·	the ability of our board of directors to amend our bylaws without shareholder approval;
	·	Nevada statutes which restrict or prohibit "control share acquisitions" and certain transactions with affiliated parties and permit the adoption of "poison pills" without shareholder approval.

These provisions could also discourage bids for our common stock at a premium and cause the market price of our common stock to decline. In addition, these provisions may also entrench our management by preventing or frustrating any attempt by our shareholders to replace or remove our current management.

Investors in this offering will experience immediate and substantial dilution.

If all of the shares offered hereby are sold, investors in this offering will own less than 17.1% of the then outstanding shares of common stock, but will have paid over 65% of the total consideration for our outstanding shares, resulting in a dilution of $.113 per share. See "Dilution."

There currently is no public trading market for our securities and an active market may not develop or, if developed, be sustained. If a public trading market does not develop, you may not be able to sell any of your securities.

There is currently no public trading market for our common stock, and an active market may not develop or be sustained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your shares at any price. Even if a public market does develop, the market price could decline below the amount you paid for your shares.

Investors may have difficulty in reselling their shares due to state Blue Sky laws.

The holders of our shares of common stock and persons who desire to purchase them in this offering or 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 OTCQB, any secondary market for the Company's securities may be limited by state Blue Sky laws governing secondary resale transactions. We intend to seek coverage and publication of information regarding the Company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, investors' ability to resell their shares may be somewhat restricted.

If our stock is ever quoted on an OTC or other stock market, we will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called "penny stocks" to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that if we become an SEC reporting company and secure a qualification for quotation for our securities on an OTC Market, our common stock will become a "penny stock", and we will become subject to Rule 15g-9 under the Exchange Act, or the "Penny Stock Rule". This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

There are 1,272,000 shares of our common stock held by non-affiliates and 6,000,000 shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities.

These 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. However, Rule 144 will only be available for resale in the 90 days after the Company files its semi-annual reports on Form 1-SA and annual reports on Form 1-K, unless the Company voluntarily files interim quarterly reports on Form 1-U, which the Company has not yet decided to do. 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 our directors, none of whom is not independent, to perform these functions.

We do not have an audit or compensation committee comprised of an independent director. Indeed, we do not have any audit or compensation committee. The board of directors performs these functions as a whole. No members of the board of directors are an independent director. 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.

Because we lack certain internal controls over financial reporting in that we do not have an audit committee and our Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company's financial personnel to advise the Board on such matters, we are subject to increased risk related to financial statement disclosures.

We lack certain internal controls over financial reporting in that we do not have an audit committee and our Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company's financial personnel to advise the Board on such matters. Accordingly, we are subject to increased risk related to financial statement disclosures.

Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect certain corporate actions.

Our majority shareholders are the beneficial owners of approximately 82.5% of our outstanding voting securities prior to the offering and 68.4% of our outstanding voting securities after this offering, assuming all 1,500,000 shares in this offering are sold. As a result, they possess 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 are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of a December 31 fiscal year end, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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.

Special Information Regarding Forward Looking Statements

Some of the statements in this Offering Circular are "forward-looking statements." These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under "Risk Factors." The words "believe," "expect," "anticipate," "intend," "plan," and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future developments, other than as required by law. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer and as an issuer of penny stocks. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

Dilution

If you invest in our shares, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our capital stock after this offering. Our net tangible book value as of December 31, 2015 was $(97,434.00), or $(0.013) per share of outstanding common stock. Without giving effect to any changes in the net tangible book value after December 31, 2015 other than the sale of 1,500,000 shares in this offering at the initial public offering price of $0.15 per share, our pro forma net tangible book value as of December 31, 2015 was $(322,434.00) or $(0.037) per share of outstanding capital stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of our shares in this offering and the net tangible book value per share of our capital stock immediately afterwards. This represents an immediate increase of $0.024 per share of capital stock to existing shareholders and an immediate dilution of $0.113 per share of common stock to the new investors, or approximately 75.3% of the assumed initial public offering price of $0.15 per share. The following table illustrates this per share dilution:

										Maximum Offering
Initial price to public														$	0.15
Net tangible book value as of December 31, 2015										$	(0.013	)
Increase in net tangible book value per share attributable to new investors											0.024
As adjusted net tangible book value per share after this offering															(0.037	)
Dilution in net tangible book value per share to new investors														$	0.113

The following table summarizes the differences between the existing shareholders and the new investors with respect to the number of shares of common stock purchased, the total consideration paid, and the average price per share paid, on a maximum offering basis:

Maximum Offering:

		Shares Purchased								Total Consideration								Average Price Per
		Number				Percent				Amount				Percent				Share
Licensors			5,000,000				57.0	%		$	0				0	%		$	0.00
Founders			1,072,000				12.2	%			1,072				0.3	%			.001
Pre Incorporation Investors			1,200,000				13.7	%			120,000				34.7	%			0.10
New investors			1,500,000				17.1	%			225,000				65	%			0.15
Total			8,772,000				100.0	%		$	346,072				100.0	%		$	0.04

Plan of Distribution

We are offering a total of up to 1,500,000 shares of Common Stock, $0.001 par value (the "Shares") in a best-efforts, $225,000 maximum, direct offering under Regulation A - Tier 2, without any involvement of underwriters or broker-dealers. The offering price is $.15 a share. The offering will terminate on August 1, 2016, subject to our right to extend the offering for an additional 90 days at our discretion. There can be no assurance that all or any of the offering will be subscribed.

Subscriptions for shares of our common stock are irrevocable once made, and funds will only be returned upon rejection of the subscription. There is no arrangement to place the funds in an escrow, trust or similar account. All funds will be available to us following deposit into our bank account.

Our officers and directors will participate in the offer and sale of our shares of common stock, and rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Although George Roundy is an associated person of the Company as that term is defined in Rule 3a4-l under the Exchange Act, he does not believe that he should be deemed to be a broker for the following reasons:

	·	He is not subject to a statutory disqualification as that term is defined in Section 3(a) (39) of the Exchange Act at the time of his participation in the sale of our securities.
	·	He will not be compensated for his participation in the sale of company securities by the payment of commission or other remuneration based either directly or indirectly on transactions in securities.
	·	He is not an associated person of a broker or dealer at the time of participation in the sale of company securities.

George Roundy will restrict his participation to the following activities:

	·	Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by the associated person of a potential purchaser; provided, however, that the content of such communication is approved by a partner, officer or director of the issuer;
	·	Responding to inquiries of potential purchasers in communication initiated by the potential purchasers, provided, however, that the content of responses are limited to information contained in a registration statement filed under the Securities Act or other offering document;
	·	Performing executive and clerical work involved in effecting any transaction.

We have not retained a broker for the sale of securities being offered. In the event we retain a broker who may be deemed an underwriter, an amendment to the Offering Circular will be filed.

Use of Proceeds

We estimate that, at a per share price of $.15 the net proceeds from the sale of the 1,500,000 shares in this offering will be approximately $189,000, after deducting the estimated offering expenses of approximately $36,000.

The net proceeds of this offering will be used primarily to fund the effort for the next stage of our development plan, which is to build the ZoZo thermostat prototype and create the engineering design documents. The prototype thermostat will be used in rigorous tests to prove reliability, functionality and energy saving results. This stage is anticipated to take six to nine months.

Accordingly, we expect to use the net proceeds as follows:

		Maximum Offering
		Amount				Percentage
Prototype building and testing		$	114,000				50.7	%
Engineering design and development			35,000				15.6	%
Advertising			15,000				6.7	%
Working capital			25,000				11.0	%
Offering Expenses (1)			36,000				16.0	%
TOTAL		$	225,000				100.0	%

___________________

(1)	Expenses of the offering, estimated to be $36,000.00 include legal and accounting costs of registration.

 

To the extent we raise less than the Maximum Offering, after paying Offering Expenses we will first complete Engineering and then if there are additional funds work on the Prototype.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our commercialization effort, the results from clinical trials and preclinical studies, the amount of cash available from other sources and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Description of Business

Innovative Climatic Technologies Corp. (the "Company") will sell "ZoZo," a patented brand new thermostat which automatically adjusts air conditioning settings to the "feels like" perceived temperature desired by home and business owners. When you listen to local weather reports, the announcer tells you the temperature is actually "X" degrees but because of outside conditions such as relative humidity, wind speed and elevation, the temperature outside "feels like" some different number. For example, you may hear on the weather that a 90 degrees on a hot, humid summer day feels like 100 degrees.

We believe that all of AC controllers (thermostats) on the market now only use one dimension, the actual air temperature, to control the HVAC (heating/venting/air conditioning) system. The ZoZo thermostat is different. It is designed to create an intelligent HVAC control system that compensates for all these "feels like" factors that affect user perceived comfort level.

Our ZoZo thermostat utilizes information from both inside and outside like a weather station, and combines this with our Smart Controls that utilize our proprietary Floating Set Point (FSP) technology. The FSP controls the HVAC system, turning it on and off based upon ZoZo's calculated indoor "feels like" temperature rather than the fixed actual air temperature number entered by the user. The FSP constantly changes based on these inputs all in real time which is designed to achieve a better level of perceived comfort and a greater energy savings. We believe that using a FSP in the summer time can lead to turning off the AC system 23°F higher than a user's set point which should result in energy savings.Using a humidifier in the wintertime with the FSP, a user can feel more comfortable and warmer than the set point temperature.

The ZoZo thermostat also offers other features such as customizable weather station, a savings chart and maintenance alerts.

The ZoZo thermostat is attached to a wall inside a building much like the current thermostats. The face of the ZoZo thermostat resembles the face of a smart phone; dark grey until a touch lights it up with a simple display which is simple to change in order to keep the inside temperature comfortable and set to the exact preferences of the individual in control. The userfriendly color screen can be accessed directly or remotely from a smartphone, tablet, or web dashboard. A user can set a desired ISP (indoor set point) and the device will relate it to the Indoor Perceived Comfort Temperature (IPCT) using the elevation obtained from the Internetbased on the location and the outdoor conditions. The control system will employ a blower delay algorithm based on the IPCT. In addition to its sophisticated algorithm, the ZoZo thermostat is equipped with an easy to use interface to program a user's daily schedule. These factors will facilitate the computation of the FSP according to whether the conditions are in the summer or winter as well as the user's schedule to achieve the most comfortable surrounding with the best savings possible.

Product Status

In order to have a final, assembled and ready to sell initial ZoZo thermostat, we first need to do the following:

	·	Complete the initial prototypes of our ZoZo thermostat Printed Circuit Board, a key component of the product, and begin testing them in the field.
	·	Complete the software to be embedded in the microcontroller of our ZoZo thermostat. We anticipate this will be completed in mid 2016.
	·	Complete the User Interface of the ZoZo thermostat touch screen. We anticipate this will be completed in mid 2016.
	·	The next step in the process is to submit the prototype for Electronic Testing Laboratories (ETL) approval, which we anticipate we will do in the third quarter of 2016. We anticipate that we will secure ETL approval by early 2017.
	·	In order to manufacture our product, we will need to acquire approximately 10 different component parts. Initially, we anticipate that we will acquire these parts from approximately 9 different suppliers. We have identified all of these suppliers. Eventually, once we engage the contract manufacturers, they will acquire the parts on our behalf. We do not have and do not anticipate that we will have written agreements with any of these suppliers. Instead, we plan to initially purchase from them on a purchase order basis and then, later, the contract manufacturers will acquire the parts.
	·	We will then secure third party product assemblers for our product and commence making our products. Although we have held discussions with potential product assemblers, we do not have a binding written contract with them. We do not anticipate any difficulties in securing product assemblers for our products.

 

Assuming we do not encounter any currently unanticipated obstacles to completing these tasks, we estimate that we will be able to begin to sell our products in early 2017.

We anticipate the initial retail price for our ZoZo thermostat will be approximately $200.

Intellectual Property

We currently have an Exclusive License/Royalty Agreement dated December 9, 2015 with Mohamed Salem and Michael Sullivan (collectively "Licensor") to manufacture, import, use and sell worldwide the ZoZo thermostat using their patented technology, U.S. Patent Docket No. 47388.00.0001 and generally characterized as a Thermostat Control System ("TCS") called the ZoZo Thermostat.

The Company shall pay to the Licensor a royalty of four (4%) of Licensee's gross sales price for all products the Company has sold and been paid for that were derived from the ZoZo thermostat in the preceding month. Of the 4% royalty, 50% (2% royalty) is paid to Mohamed Salem and the other 50% (2% royalty) is paid to Michael Sullivan. Gross sales price as used in the Agreement means Licensee's gross invoice price for the ZoZo thermostats, less any allowances for defective or returned ZoZo thermostats and, if applicable, shipping costs for return of defective or returned ZoZo thermostats and deductions, such as volume rebates, cash disbursements for sales promotions, etc.

In addition, Licensor received upon execution of the Agreement five million (5,000,000) shares of common stock in Innovative Climatic Technologies Corporation as part of the agreement. Of the 5,000,000 shares, Mohamed Salem shall receive 2,500,000 and Michael Sullivan shall receive 2,500,000.

The exclusive license is in effect for five (5) years from the effective date. A minimum royalty of $5,000 must be achieved in the first five years to maintain the exclusive license. If the is not achieved, the Company may within (60) days after the end of the five-year term pay Licensor such sum as is required to bring the total payment up to $5,000. If the minimum royalty is met, by either sales or payment, then the Agreement shall automatically renew for successive one (1) year period unless terminated pursuant to the Agreement.
  

In the event the Company does not commence to manufacture, distribute and sell the ZoZo thermostat within thirty-six (36) months after the execution of the Agreement, Licensor has the option of canceling the Agreement. Following written notice by Licensor of such default, the Company has thirty (30) days after receipt of the notice to cure the default. If the default is not cured, the Company agrees not to continue with the development of the ZoZo thermostat.

The Company has the right to terminate the Agreement by giving 90 days' written notice prior to the end of any calendar year by way of registered or certified mailing to Licensor. The Agreement shall also be subject to termination if the Company files for bankruptcy, pursuant to and in accordance with the terms of the United States Bankruptcy Code.

In the event the Company is in material default with respect to compliance with any of the conditions or obligations of the Agreement, Licensor has the right, after sixty (60) days written notice of such default to the Company pursuant to the Agreement, to terminate the Agreement forthwith, unless prior thereto, the Company has remedied such default in a commercially reasonable manner and provided written confirmation of the cure to Licensor.

Research and Development

We have no research and development expenses in prior fiscal years.

Marketing

Innovative Climatic Technologies is deploying the following strategies to introduce our technology into the marketplace:

Our Competition and Our Market Position

The four main competitors in our business area are thermostat manufacturers like Nest, Venstar, Honeywell and Ecobee. All of these companies manufacture smart thermostats in which there are no micro controllers such as we will have in our ZoZo thermostat that utilizes a floating set point technology to adjust the temperature to meet the desired comfort levels based on multiple factors such as humidity, clothing and metabolic rate.

We will be a small competitor in the industry. Many of our competitors have substantially greater financial, marketing, personnel and other resources than we do. Innovative Climatic Technologies is a start-up company that has sold no products. We do have a granted patent to protect our invention which will help protect our competitive position once we start selling our ZoZo product. Although we anticipate that our "smart" thermostat incorporating our technology will sell for hundred dollars more than less intelligent thermostats that don't incorporate our technology, we believe the benefits of our ZoZo thermostat, being the additional energy savings through the floating set point technology, gives us competitive advantages.

Governmental Regulation

ETL Testing

Before we sell our ZoZo thermostat, we will submit a prototype for Electronic Testing Laboratories (ETL) approval, which we anticipate we will come within six (6) months after the prototype has been submitted. We can sell our product without such approval or the approval of UL, however changes suggested by ETL may slow our product development and increase the time before we can generate revenues.

Intertek's ETL certification covers a broad range of products. Certification indicates that products are safe for consumer use and are in compliance with regulating government regulatory agency requirements. To receive the ETL mark, products must stand up to rigorous testing.

Inchcape Testing Service, the ETL testing laboratories, is recognized by Occupational Safety and Health Administration and, as such, bears the distinction of a nationally recognized testing laboratory. The labs are accredited by the American National Standards Institute, which means that an NRTL laboratory tested product bearing the ETL mark means that the product passed government safety requirements.

Tax Credits

There are many state and local incentives such as tax credits that have been a boon to the energy savings market and offer energy tax credits and rebates to encourage homeowners to lower their energy usage which could be accomplished with our ZoZo thermostat product. The amount of rebates varies by program, but some are generous enough to cover 30-50% of someone's purchase price. These incentives dramatically lower the cost of purchasing energy savings devices, such as the ZoZo thermostat. The loss of these incentives could result in a decrease of sales after we start selling our product.

Personnel

We currently have one part-time employee, our management.

Description of Property

During the startup phase of Innovative Climatic Technologies, the company will operate from Mr. Roundy's home office to maintain a low overhead. Once the ZoZo thermostat product has completed the prototype and engineering design phase and is ready for production, the company intends to open its headquarters in Phoenix, Arizona.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors" and elsewhere in this Offering Circular.

Overview

Innovative Climatic Technologies Corporation (the "Company") will sell the "ZoZo," a patented brand new thermostat which automatically adjusts air conditioning settings to the "feels like" perceived temperature desired by home and business owners. When you listen to local weather reports, the announcer tells you the temperature is actually "X" degrees but because of outside conditions such as relative humidity, wind speed and elevation, the temperature outside "feels like" some different number. For example, you may hear on the weather that a 90 degrees on a hot, humid summer day feels like 100 degrees.

The ZoZo thermostat is currently under development and expected to be ready to sell by February 2017. We believe that we can sell the ZoZo thermostat to residential and commercial customers, and initially we will focus on US consumers in the Southwest.

Since inception, we have taken the following significant steps to implement our business plan:

·

Company set up

	a.	Incorporate company in state of Nevada
	b.	Set up main executive office in Phoenix, Arizona
	c.	Opened up bank account for the company

	·	Secured initial capital of $121,072 from initial investors
	·	Developed and executed an exclusive worldwide Licensing agreement for the ZoZo Thermostat product
	·	Validated patent created by product inventors

In order to have a final, assembled and ready to sell initial ZoZo thermostat, we first need to complete our prototypes and product samples, software, user interface and communications port. We then intend to submit the prototype for Electrical Testing Laboratories (ETL) approval. Once we receive approval, we will secure agreements with third party assemblers and parts suppliers and start making our product. These steps are described in more detail in "Business." Assuming we do not encounter any currently unanticipated obstacles to completing these tasks, we estimate that we will be able to begin to sell our products in February 2017.

We anticipate an initial retail price of approximately $200.00 for our ZoZo thermostat.

Plan of Operations

We anticipate undertaking the following activities in addition to this offering in the next 12 months:

Event		Actions		Time		Total estimated cost
Establish website for ZoZo Thermostat / Company		·    Design website ·    Create video on ZoZo ·    Develop website		April 30, 2016		$	15,000
Complete engineering design & prototype unit		·    Complete engineering design ·    Develop prototype ·    Test prototype		July 31, 2016		$	75,000
Locate and bring onboard the expanded Executive Team		·    Create an org chart for first year ·    Conduct search for open positions ·    Hire qualified people for the open positions		August 31, 2016		$	20,000
Gain ETL Certification		·    Establish agreement with ETL laboratory ·    Provide product prototype and engineering designs to the lab ·    Make modifications as needed ·    Gain ETL certification		February 1, 2017		$	10,000
Establish outsourced manufacturer of product		·    Research at least 5 manufacturing companies ·    Establish agreements with selected vendor ·    Begin Manufacturing		March 1, 2017		$	20,000
Develop Distribution Channels		·    Create sales team ·    Develop sales materials ·    Create compensation plan		March 1, 2017		$	40,000
Implement Marketing Plan		·    Develop marketing plan ·    Launch marketing plan		March 1, 2017		$	25,000

TOTAL: $205,000

As of December 31, 2015, we have approximately $121,000 in cash. As shown in the table above, we need a minimum of approximately $205,000 in funds to finance our plan of operations as set forth above in the next 12 months. This amount does not include all our costs which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with going and staying public, estimated to be approximately $36,000 in connection with this Offering Circular and thereafter $50,000 annually. Therefore, we estimate our total need for funds for operations in the next 12 months is $326,000. Accordingly, as we anticipate an average monthly burn rate of no more than approximately $27,000 during the next 12 months. Assuming we raise the maximum $225,000 proceeds in this offering, we believe we will have sufficient cash available to fund all of our operational and SEC filing needs during the next 12 months.

We are a development stage company and are in the process of developing our products. Consequently, we have not generated revenues as of the date of this Offering Circular. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during 2016. Our auditor has indicated in their Report that these conditions raise substantial doubt about our ability to continue as a going concern. The continuation of our business as a going concern is dependent upon the continued financial support from our officers and stockholders who are not obligated to provide any additional financing. Our officer and one of our principal shareholders have agreed orally that they would loan the Company additional funds as required, although they are under no obligation to do so. If funds are not available from this offering or these loans, implementation of our business plan will be delayed.

Directors, Executive Officers and Significant Employees

The following table sets forth information regarding our executive officer, director and significant employee.

Name		Age		Position
George H. Roundy		59		CEO/CFO and Director

Narrative about our Officer and Director

Mr. Roundy joined us as CEO/CFO and Director upon our formation in December 2015. From February 2015 to date he has been Chief Financial Officer of GAINS Venture Group, LLC, a business consulting company. From August 2010 to date, he has been Chief Financial Officer of GAINS, LLC, a Financial Services company. From November 2010, he has beenChief Executive Officer of eCorridor, Inc., a Consulting Services company. Mr. Roundy brings to the Board his management and financial experience from his activities at GAINS where he manages the finances of the companies and works with the tax accounting firm to ensure proper tax filings.

Mr. Roundy, our sole officer and director, will only be devoting limited time to our operations. He will be devoting approximately 20 hours a week to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

Family Relationships

There are no family relationships between any of our officers and directors.

Involvement in certain legal proceedings.

None of the following events have occurred during the past five years and which are material to an evaluation of the ability or integrity of any director or executive officer:

	(1)	A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; or
	(2)	Such person was convicted in a criminal proceeding (excluding traffic violations and other minor offenses).

 

27

Compensation of Directors and Executive Officers

The following table represents information regarding the total compensation earned by the three highest paid individuals who served as an executive officer or director of the Company as of December 31, 2015.

Summary Compensation Table

Name and Principle Position		Year		Salary Monthly				Bonus				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Nonqualified Deferred Compensation				All Other Compensation				Total Monthly
George Roundy		2015		$	0.00			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00

Employment Arrangements

We have no employment agreement with Mr. Roundy. We do not plan to pay him any compensation until February 2017. At that time, Mr. Roundy's compensation would be determined by the Board of Directors based on revenues and expenses of the Company. Mr. Roundy is prepared to work for an additional period without compensation if required. He is reimbursed for all out-of-pocket expenses in connection with his role as our executive officer.

Director Compensation

For the year ended December 31, 2015 Mr. George Roundy was our sole director. No compensation was paid to Mr. Roundy for acting as a Director. We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity.

Outstanding Equity Awards at Fiscal Year-End

We do not currently have a stock option or grant plan in place.

Security Ownership of Management and Certain Securityholders

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 director, and our executive officer and director 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 business address of the shareholders is 13835 N. Tatum Blvd #9-419, Phoenix AZ 85032.

Name		Number of Shares of Common stock				Percentage before Offering				Percentage after Offering
Michael Sullivan			2,500,000				34.4	%			28.5	%
Mohamed Salem			2,500,000				34.4	%			28.5	%
GAINS Venture Group, LLC an Arizona company [1]			1,000,000				13.7	%			11.4	%
TOTAL			6,000,000				82.5	%			68.4	%

____________ 

[1] Arlene Pfeiff is the CEO of GAINS Venture Group, LLC

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 7,272,000 shares of common stock outstanding as of December 31, 2015 and 8,772,000 shares of common stock outstanding assuming sale of all the shares in this Offering.

Interest of Management and Others in Certain Transactions

We issued 1,000,000 shares of Common Stock upon formation to GAINS Venture Group, LLC for consideration of par value of $.001 per share or $1,000 aggregate.

We issued 5,000,000 shares of Common Stock, 2,500,000 shares each, to Michael Sullivan and Mohamed Salem on December 9, 2015 as consideration for the Exclusive License/Royalty Agreement.

Board Committees and Director Independence

Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

The Board does not have standing audit, compensation or nominating committees. The Board does not believe these committees are necessary based on the size of our company and the current levels of compensation to corporate officers. We will consider establishing audit, compensation and nominating committees at the appropriate time.

Securities Being Offered

The following is a summary of the rights of our capital stock as provided in our articles of incorporation and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the offering statement of which this Offering Circular is a part.

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 and 10,000,000 shares of preferred stock, par value $.001. As of the date of this Offering Circular, there are 7,272,000 shares of our common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Common Stock: Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the common shares cannot determine solely, the election of our directors, or any other matters. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to pro-rata share in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Preferred Stock: We are authorized to issue 10,000,000 shares of preferred stock. The rights, privileges, and preferences of our preferred stock can be set by our Board of Directors without further shareholder approval as set for in our Articles of Incorporation filed with the Secretary of State of Nevada. The issuance of any of these shares in the future may delay, defer, discourage or prevent a change in control.

Options and Warrants

We have no options or warrants outstanding.

Certain Anti-Takeover Effects

Nevada law and certain anti-takeover provisions of our corporate documents could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit our shareholders that is not first approved by our board of directors. This could occur even if our shareholders receive an attractive offer for their shares or if a substantial number or even a majority of our shareholders believe the takeover may be in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain approval from our board of directors prior to pursuing a transaction. Provisions that could delay, deter or inhibit a future acquisition or change in control include the following:

	·	10,000,000 shares of blank check preferred stock that may be issued by our board of directors without shareholder approval and that may be substantially dilutive or contain preferences or rights objectionable to an acquirer;
	·	the ability of our board of directors to amend our bylaws without shareholder approval;
	·	Florida statutes which restrict or prohibit "control share acquisitions" and certain transactions with affiliated parties and permit the adoption of "poison pills" without shareholder approval.

These provisions could also discourage bids for our common stock at a premium and cause the market price of our common stock to decline. In addition, these provisions may also entrench our management by preventing or frustrating any attempt by our shareholders to replace or remove our current management.

ADDITIONAL INFORMATION

This Offering Circular does not purport to restate all of the relevant provisions of the documents referred to or pertinent to the matters discussed herein, all of which must be read for a complete description of the terms relating to an investment in us. Such documents are available for inspection during regular business hours at our office by appointment, and upon written request, copies of documents not annexed to this Offering Circular will be provided to prospective investors. Each prospective investor is invited to ask questions of, and receive answers from, our representatives. Each prospective investor is invited to obtain such information concerning us and this offering, to the extent we possess the same or can acquire it without unreasonable effort or expense, as such prospective investor deems necessary to verify the accuracy of the information referred to into his Offering Circular. Arrangements to ask such questions or obtain such information should be made by contacting George Roundy at our executive offices. The telephone number is 480-256-2523. We reserve the right, however, in our sole discretion, to condition access to information that management deems proprietary in nature, on the execution by each prospective investor of appropriate confidentiality agreements prior to having access to such information.

The offering of the common stock is made solely by this Offering Circular and the exhibits hereto. The prospective investors have a right to inquire about and request and receive any additional information they may deem appropriate or necessary to further evaluate this offering and to make an investment decision. Our representatives may prepare written responses to such inquiries or requests if the information requested is available. The use of any documents other than those prepared and expressly authorized by us in connection with this offering is not permitted, and should not be relied upon by any prospective investor.

ONLY INFORMATION OR REPRESENTATIONS CONTAINED HEREIN MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR IN CONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR. THE INFORMATION PRESENTED IS AS OF THE DATE ON THE COVER HEREOF UNLESS ANOTHER DATE IS SPECIFIED, AND NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION PRESENTED SUBSEQUENT TO SUCH DATES(S).

Innovative Climatic Technologies Corporation

Financial Statements

As of December 31, 2015 and

For the Period of Inception (December 4, 2015)

through December 31, 2015

33

Emphasis of Other Matters

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note I to the financial statements, the Company has not generated revenue and anticipates continued operating losses These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding the matters are also described in Note I. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

San Diego, California

January 28, 2016

www.pungroup.com

F-2

Innovative Climatic Technologies Corporation

Balance Sheet

December 31, 2015

F-3

Innovative Climatic Technologies Corporation

Statement of Operations

For the Period of Inception (December 4, 2015) through December 31, 2015

Innovative Climatic Technologies Corporation

Statement of Changes in Stockholders' Equity

Inception, December 4, 2015 through December 31, 2015

		Common Stock							Additional				Accumulated				Total Stockholders'
		Shares			Amount				Paid in Capital				Deficit				Equity(Deficit)
Inception, December 4, 2015			-		$	-							$	-			$	-
Sales of common stock			2,272,000			2,272				118,800				-				121,072
Issuance of common stock for licensing rights			5,000,000			5,000				495,000				-				500,000
Net loss for the period from inception through December 31, 2015			-			-								(523,638	)			(523,638	)
Balance, December 31, 2015			7,272,000		$	7,272			$	613,800			$	(523,638	)		$	97,434

 

See Accompanying Notes to the Financial Statements

F-5

Innovative Climatic Technologies Corporation

Statement of Cash Flows

For the Period of Inception (December 4, 2015) through December 31, 2015

PART III - EXHIBITS

Item 16. Index to Exhibits

2.1		Articles of Incorporation
2.2		Bylaws
4.1		Subscription Documents
6.1		ZoZo License Agreement
11.1		Consent of Independent Certified Public Accountants
12.		Legal Opinion of Williams Securities Law Firm, P.A.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on February 11, 2016.

(Exact name of issuer as specified in its charter):		Innovative Climatic Technologies Corporation
By (Signature and Title):		/s/ George Roundy
		Chief Executive Officer (Principal Executive Officer)

This offering circular has been signed by the following persons in the capacities and on the dates indicated.

(Signature):		/s/ George Roundy
(Title):		Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)
(Date):		February 11, 2016

SIGNATURE OF DIRECTOR:

/s/ George Roundy
George Roundy
Director
(Date): February 11, 2016

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EXHIBIT 2.1

2

3

4

5

EXHIBIT 2.2

BYLAWS

OF

Innovative Climatic Technologies Corp.

(A Nevada corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasure or the Secretary or an Assistant Secretary of the corporation or by agents designated by the Board of Directors, certifying the number of shares owned by him in the corporation and setting forth any additional statements that may be required by the General Corporation and setting forth any additional statements that may be required by the general Corporation Law of the State of Nevada ( General Corporation Law ). If any such certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, a facsimile of the signature of the officers, the transfer agent or the transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any certificate or certificates shall cease to be such officer or officers of the corporation before such certificate or certificates shall have been delivered by the corporation, the certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the corporation.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, the certificates representing stock of any such class or series shall set for the thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that any be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate. 

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2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may proceed in the manner prescribed by the provisions of Section 78.205 of the General Corporation Law.

3. STOCK TRANSFERS. Upon compliance with provisions restriction the transfer or registration of transfer of shares of stock, if any transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes, if any, due thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If a record date is not fixed, the record date is at the close of business on the day before the day on which notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stock holders of record entitled to notice of or to vote at any meeting of stockholders applies to an adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. The directors must fix a new record date if the meeting is adjourned to a date more than sixty days later than the date set for the original meeting.

5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "shareholder" or "shareholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Articles of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights there under; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Articles of Incorporation.

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6. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix.

- CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing and signed by the President or a Vice President or the Secretary, or an Assistant Secretary, or by such other person or persons as the directors must designate. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, where it is to be held. A copy of the notice must be either delivered personally or mailed postage prepaid to each stockholder not less than ten nor more than sixty days before the meeting. If mailed, it must be directed to the stockholder at his address as it appears upon the records of the corporation. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting; and if notice of any kind is required to be given under the provisions of the General Corporation Law, a waiver thereof in writing and duly signed whether before or after the time stated therein, shall be deemed equivalent thereto.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting – the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. At any meeting of stockholders, any stockholder may designate another persons to act for him by proxy in any manner described in, or otherwise authorized by, the provisions of Section 78.355 of the General Corporation Law.

3

- INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspector. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

- QUORUM. A majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum at a meeting of stockholders for the transaction of business unless the action to be taken at the meeting shall require a greater proportion. The stockholders present may adjourn the meeting despite the absence of a quorum.

- VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, except where the General Corporation Law, the Articles of Incorporation, or these Bylaws prescribe a different percentage votes and/or a different exercise of voting power. In the election of directors, voting need not be by ballot; and, except as otherwise may be provided by the General Corporation Law, voting by ballot shall not be required for any other action.

Stockholders may participate in a meeting of stockholders by means of a conference telephone or similar method of communication by which all persons participating in the meeting can hear each other.

7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided by the General Corporation Law, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed.

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ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by the Board of Directors of corporation. The Board of Director shall have authority to fix the compensation of members thereof for services in any capacity. The use of the phrase "Whole Board" herein refers to the total number of director which the corporation would have if there were no vacancies.

2. QUALIFICATION AND NUMBER. Each director must be at least 18 years of age. A director need no be a stockholder or a resident of the state of Nevada. The initial Board of Directors shall consist of two persons. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, Such number may be fixed from time to time by action of stockholders or of the directors, or, if the number is not fixed, the number shall be at least one. The number of directors may be increased or decreased by action of stockholders or of the directors.

3. ELECTION AND TERM. Directors may be elected in the manner prescribed by the provisions of section 78.320 through 78.335 of the General Corporation Law of Nevada. The first Board of Directors shall hold office until the first election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an election of directors by stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal, in the interim between elections of directors by stockholders, newly created directorships and any vacancies in the Board of Directors, including anu vacancies resulting from removal of directors for cause or without cause by the stockholders and not filled by said stockholders, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- TIME. Meeting shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

- PLACE. Meeting shall be held at such place within or without the State of Nevada as shall be fixed by the Board.

- CALL. No call should be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

5

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meeting for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice if any need not be given to a director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.

- QUORUM AND ACTION. A majority of the directors then in office, at a meeting duly assembled, shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as the Article of Incorporation or these Bylaws may otherwise provided by the General Corporation Law, the act of the directors holding a majority of the voting power of the directors, present at a meeting at which a quorum is present, is the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaw which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

- Member of the Board or of any committee which may be designated by the Board may participate in a meeting of the Board or of any such committee, as the case may be, by means of a telephone conference or similar method of communication by which all persons participating in the meeting hear each other. Participation in a meeting by said means constitutes presence in person at the meeting.

- CHAIRMAN OF THE MEETING. The chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the president, if present and acting, or any director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or without cause in accordance with the provisions of the General Corporation Law.

6. COMMITTEES. Whenever its number consists of two or more, the Board of the Director may designate one or more committees which have such powers and duties as the Board shall determine. Any such committee, to the extent provided in the resolution or resolutions of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal or stamp of the corporation to be affixed to all papers on which the corporation desires to place a seal or stamp. Each committee must include at least one director. The Board of Director may appoint natural persons who are not directors to serve on committees.

7. WRITTEN ACTION. Any action required or permitted to be taken at a Meeting of the Board of Director or of any committee may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee, as the case may be.

6

ARTICLE III

OFFICERS

1. The corporation must have a President, a Secretary, and a Treasurer, and, if deemed necessary, expedient, or desirable by the Board if Directors, a Chairman of Board, a Vice-Chairman of the Board, and Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such others offices and agents with such title as the resolution choosing the m shall designate, Each if any such officers must be natural persons and must be chosen by Board of Directors or chosen in the manner determined by the Board of Directors.

2. QUALIFICATIONS. Except as may otherwise be provided in the resolutions choosing him , on officers other than the Chairman of the Board, if any, and the Vice-Chairman of the Board, if any, need to be a director.

Any person may hold two or more officers, as the directors may determine.

3. TERM OF OFFICE. Under otherwise provided in resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen or until his resignation or removal before the expirations of his term.

Any officer may be removed, with or without cause, by the Board of Directors or in the manner determined by the Board.

Any vacancy in any office may be filled by the Board of Directors or in the manner determined by the Board.

4. DUTIES AND AUTHORITY. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolution designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their officer except to the extent that such resolutions or instructions may be inconsistent therewith.

7

ARTICLE IV

REGISTERED OFFICE

The location of the initial registered office of the corporation in the State of Nevada is the address of the initial resident agent of the corporation, as set forth in the original Articles of Incorporation.

The corporation shall maintain at said registered office a copy, certified by the Secretary of State if the State of Nevada of its Articles of Incorporation, and all amendments thereto, and a copy, certified by the Secretary of the corporation, of these Bylaws, and all amendments thereto. The corporation shall also keep at said registered office stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all person who are stockholders of the corporation, showing their place of resident, if known, and the number if shares held by them respectively or a statement setting out the name of custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept.

ARTICLES V

CORAPTION SEAL OR STAMP

The corporation seal or stamp shall be in such form as the Board of Directors may be prescribe.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the board of Directors.

ARTICLES VII

CONTROL OVER BYLAWS

The power to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any adopted by stockholders.

8

EXHIBIT 4.1

SUBSCRIPTION AGREEMENT

The securities offered hereby are highly speculative. Investing in shares of Innovative Climatic Technologies Corporation involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.

The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the "SEC"), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The securities have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the Offering Circular or any other materials or information made available to subscriber in connection with this offering. Any representation to the contrary is unlawful.

No sale may be made to persons in this offering who are not "accredited investors" if the aggregate purchase price is more than 10% of the greater of such investors' annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this subscription agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of the subscription agreement, the Offering Circular or any prior or subsequent communications from the Company or any of its officers, employees or agents (including "testing the waters" materials) as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor's own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor's proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the securities or to allot to any prospective investor less than the amount of securities such investor desires to purchase. 

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the securities shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

1

This agreement ("Agreement") is made as of the date set forth below by and between the undersigned ("Subscriber") and INNOVATIVE CLIMATIC TECHNOLOGIES CORPORATION, a Nevada corporation (the "Company"), and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the "Offering") for sale by the Company of shares of its common stock (the "Shares") as described in the Company's Offering Circular dated ____________, 2016 (the "Offering Circular"), a copy of which has been delivered to Subscriber. The Shares are also referred to herein as the "Securities."

ARTICLE I

SUBSCRIPTION

1.01

Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Shares to Subscriber at a purchase price of $0.15 per Share for the total amount set forth on the Subscription Agreement Signature Page (the "Purchase Price"), subject to the Company's right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable.

1.02	Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions:

(a)

Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to "Innovative Climatic Technologies Corporation," ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto;

(b)

Payment of the Purchase Price shall be received by Innovative Climatic Technologies Corporation from Subscriber.

(c)

This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;

(d)

The Company has the right to reject this subscription, in whole or in part;

(e)

The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;

(f)

Upon the receipt and clearance of Subscriber's Purchase Price by the Company, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by the Company's Transfer Agent which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

2.01

Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber's part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

2.02

Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber's representations contained in this Subscription Agreement.

2.03

Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

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2.04	Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a)

Subscriber is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the Subscription Agreement Signature Page hereto concerning Subscriber is true and correct; or

(b)

The Purchase Price set out in paragraph (b) of the Subscription Agreement Signature Page, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

2.05

Shareholder Information. Within five days after receipt of a request from the Company, Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company's shareholders. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

2.06

Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled "Risk Factors." Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber's advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

2.07

Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber's investment will bear a lower valuation.

2.08	Domicile. Subscriber maintains Subscriber's domicile (and is not a transient or temporary resident) at the address shown on the signature page.

2.09

No Brokerage Fees. There are no claims for brokerage commission, finders' fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

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2.10

Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber's jurisdiction.

ARTICLE III

SURVIVAL; INDEMNIFICATION

3.01

Survival; Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.01	Captions and Headings. The Article and Section headings throughout this Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement.

4.02

Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

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4.03	Assignability. This Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought.

4.04

Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns.

4.05	Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06

Entire Agreement; Amendment. This Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties.

4.07	Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted.

4.08	Venue; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Nevada.

4.09

Notices. All notices, requests, demands, consents, and other communications hereunder shall be transmitted in writing and shall be deemed to have been duly given when hand delivered or sent by certified mail, postage prepaid, with return receipt requested, addressed to the parties as follows: to the Company, at the address set forth in the Offering Circular, and to Subscriber, at the address indicated below. Any party may change its address for purposes of this Section by giving notice as provided herein.

4.10	Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

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INNOVATIVE CLIMATIC TECHNOLOGIES CORPORATION
SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase shares of common stock of Innovative Climatic Technologies Corporation, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of Shares the undersigned hereby irrevocably subscribes for is:
				(enter number of Shares)
(b) The aggregate Purchase Price (based on a price of $0.15 per Share) for the Shares the undersigned hereby irrevocably subscribes for is:				$
				(enter total Purchase Price)
(c) Check the applicable box:

¨	The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act). The undersigned has checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status.
¨	The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned's net worth or annual income.

 

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(d) The Securities being subscribed for will be owned by, and should be recorded on the Company's books as held in the name of:

(print name of owner or joint owners)

		If the Securities are to be purchased in joint names, both Subscribers must sign:
Signature		Signature
Name (Please Print)		Name (Please Print)
Email address		Email address
Address		Address
Telephone Number		Telephone Number
Social Security Number/EIN		Social Security Number
Date		Date

This Subscription is accepted	Innovative Climatic Technologies Corporation
on _____________, 2016	By:
	Name:	George Roundy
	Title:	CEO

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APPENDIX A

Our wire transfer instructions are as follows:

Account Name:	Innovative Climatic Technologies Corporation
Account Number:	457033869450
Account Address:	13835 N. Tatum Blvd. #9-419, Phoenix, AZ 85032
Bank Name:	Bank of America
Routing Number:	026009593 (wires); 122101706 (paper & electronic)

CERTIFICATE OF ACCREDITED INVESTOR STATUS

The undersigned is an individual "accredited investor," as that term is defined in Regulation D under the Securities Act of 1933, as amended (the "Act"). The undersigned has checked the box below indicating the basis on which it is representing its status as an "accredited investor":

¨

a bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $TOTAL SHARES; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $TOTAL SHARES or, if a self-directed plan, with investment decisions made solely by persons that are "accredited investors";

o	a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

o	an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $TOTAL SHARES;

o

a natural person whose individual net worth, or joint net worth with the undersigned's spouse, excluding the "net value" of his or her primary residence, at the time of this purchase exceeds $1,000,000 and having no reason to believe that net worth will not remain in excess of $1,000,000 for the foreseeable future, with "net value" for such purposes being the fair value of the residence less any mortgage indebtedness or other obligation secured by the residence, but subtracting such indebtedness or obligation only if it is a liability already considered in calculating net worth;

o	a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

o

a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or

o	an entity in which all of the equity holders are "accredited investors" by virtue of their meeting one or more of the above standards.

o	an individual who is a director or executive officer of Innovative Climatic Technologies Corporation.

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EXHIBIT 6.1

2

3

4

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EXHIBIT 11.1

February 9, 2016

Mr. George Roundy, Chief Executive & Financial Officer

Innovative Climatic Technologies Corp.

13835 N. Tatum Blvd #9-419

Phoenix, Arizona 85032

RE: Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in this Form 1-A of our report dated January 28, 2016 with respect to the audited financial statements of Innovative Technologies Corporation, for the year ended December 31, 2015.

We also consent to the references to us under the heading "Experts" in such Form 1-A.

Very truly yours,

The Pun Group, LLP

Certified Public Accountants

200 East Sandpointe Avenue, Suite 600, Santa Ana, California 92707
Tel: 949-777-8800 · Toll Free: 855-276-4272 · Fax: 949-777-8850
www.pungroup.com

EXHIBIT 12

Williams Securities Law Firm, P.A.

2503 W. Gardner Ct.

Tampa FL 33611

February 11, 2016

Innovative Climatic Technologies Corporation

Gentlemen:

We are acting as counsel to Innovative Climatic Technologies Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company's Offering Statement on Form 1-A.  The Offering Statement covers 1,500,000 shares of the Company's common stock (the "Shares").

In our capacity as such counsel, we have examined and relied upon the originals or copies certified or otherwise identified to our satisfaction, of the Offering Statement, the form of Subscription Agreement and such corporate records, documents, certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter expressed.

On the basis of such examination, we are of the opinion that:

	1.	The Shares have been duly authorized by all necessary corporate action of the Company.
	2.	When issued and sold by the Company against payment therefor pursuant to the terms of the Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the use of our name in the Offering Statement and we also consent to the filing of this opinion as an exhibit thereto.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regula-tions of the Commission thereunder.

Sincerely,

/s/ MICHAEL T. WILLIAMS, ESQ.                         

Michael T. Williams, Esq.