PART II – OFFERING CIRCULAR

NOVEA INC.

CORPORATE OFFICE:

11 Cypress Point

Amarillo, Texas USA 79124-4910

(619) 616-3149 Website: www.noveaincusa.com

Best Efforts Offering of Units

Each Unit Comprised of One Common Share

Offering Price: $0.250 per Unit

Offering: 61,000,000 Units for $15,250,000

The proposed offering (the “Offering”) will begin as soon as practicable after this Offering Circular has been qualified by the United States Securities and Exchange Commission (“SEC”). The Units are to be offered on a “best efforts” basis. The Offering will close upon the earlier of (1) the sale of 61,000,000 Units, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company (the “Offering Period”). The Company is planning the first closing approximately 60 days after this Offering Circular has been qualified by the SEC. There is no minimum offering amount and funds raised may not be sufficient to complete the objectives of the Company set forth in this Offering Circular. If any prospective Investor’s subscription is rejected, all funds received from such Investor will be returned without interest or deduction.

OFFERING CIRCULAR DATED August 3, 2016

THERE IS NO PUBLIC MARKET FOR THE SECURITIES IN THE U.S.

Investing in the Units involves risks. PLEASE REFER TO “RISK FACTORS” ON PAGE 4.

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.

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this 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 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.

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.

THE COMPANY IS FOLLOWING THE “OFFERING CIRCULAR” FORMAT OF DISCLOSURE UNDER REGULATION A

TABLE OF CONTENTS:

Currency:

All references to dollars in this Offering Circular are to United States dollars.

Offering Circular Summary

Tier 1 Offering under Regulation A+

This is a Regulation A+ Tier 1 offering where the securities will not be listed on a registered national securities exchange in the United States on qualification.

NOVEA

Novea Inc. was incorporated in the state of Wyoming, U.S.A. in February 2015. The Company is an electronic device warranty direct sale business utilizing its mobile Android and Apple application (App) and its contractual favor with a Best rated insurance company. As at the date of this Offering Circular, Novea has 14,000,000 Common Shares outstanding.

Since creation of the Company in 2015, its activities have been funded entirely by advances from management and shareholders. It is possible that the Company will not succeed in its financings and there is no assurance that alternative funding will be available. Should adequate funding not be available, management of the Company will have to make decisions as to how the Company can carry on with its business plans.

The Company currently does not have funds to complete its Short Term Objectives. To implement and complete the steps outlined in “Short Term Objectives” on page 4 of this Offering Circular, the Company will need to be successful in its fundraising efforts under this Offering Circular. Marketing of the warranty placement will require further funding. The Company requires additional sources of funding to continue the marketing activities described in ITEM 8 – Description of Marketing on page 9 of this Offering Circular and the long term plan to market the warranty placement, which may come from private placements, public offerings or joint venture arrangements.

Warranty Sales

The Company has established a contractual relationship with a Best rated U.S.A. qualified insurance company that empowers it to sell standard term, market warranties on electronic devices at about one-half the current market rate for identical coverage. In the warranty market today, all insurers sell through agents or brick-and-mortar retailers. Since the Company can sell warranties to directly to the consumer, it can underprice all current competition for the same warranty coverage. The Company will minimize its need for a hard asset structure to further increase its pricing advantage over competition.

In aid of the Company’s minimal hard asset position, the Company has created a mobile, remote, phone application, by which a consumer can calculate and purchase its choice of warranty coverage for his/her device (App). The Company has established a special payment processing system via an established server such that the Company is paid, electronically each time a consumer buys a warranty. The mobile App is currently available for both Android and Apple devices in the Play Store for Android devices and in the Apple store for Apple devices.

All documentation, execution, and record-keeping is processed electronically; claims are also processed electronically via the App – reducing the need for personnel and eliminating the need for brick and mortar. Since no other entity has such an application, the Company has a significant advantage over competitors.

The Company’s studies have shown that we can offer the same coverage as our competitors at about one-half the current market offerings. So the Company will enjoy a significant price advantage in the warranty market.

The Company’s challenge is to make its advantages known to the buying public. We see two primary ways to do so: 1, get online retailers (such as Jet.com and eBay.com) to offer our warranties together with their products (as they currently do for current competitors); 2, get brick and mortar retailers (such as Best Buy and Costco) to offer our warranties with their products (as they currently do for current competitors); 3, utilize social, electronic, and traditional media to build knowledge and trust of the Company’s brand.

The Company has branded the warranty sales business together the insurer as “Jacana Warranty.” That brand already has a web presence with about 30K daily hits on its website, besides Facebook and Twitter.

Management, Directors and Key Personnel

The management and directors of the Company have extensive experience in business development. C.E.O./President, Howard Nunn is a seasoned business executive and financier who has been involved with a number of business ventures. Dr. Nunn has been Chief Executive Officer of several locations of Medical Practice in the state of Texas. He is a graduate of University of Indiana and I.U.P.U.I. Medical School and has served in Army residency in Radiology. He has served as Chief Radiologist at Gorgas Army Hospital in The Republic of Panama. Dr. Nunn has served as a Physician in the United States Army from 1973 until 1996. Dr. Nunn attained the rank of Colonel while serving in the U.S. Army. His command experience has followed him into the business world. Secretary/Treasurer, Stephen Ross possesses a great deal of exceptional skills which include exceptional customer service skills, personal computer hardware and software experience, and outstanding communications skills at all personal levels. Mr. Ross was the director of the International Gallery in San Diego, California.  Mr. Ross’ experience includes responsibility for the annual revenue of the Museum where he created and installed Museum Quality exhibits of Contemporary Crafts, Folk and Primitive Art and textile costumes. Development Manager, Carlos Arreola, brings a wealth of experience in dealing with electronic devices. Most recently, he served as C.E.O. of Service Team Inc. (an OTC public company), before that manager of Orbital Enterprises, Inc., which bought his company, General Electronics, having move to there through General Electric’s purchase of RCA Corporation’s small appliance repair division. He earned a degree from Electronic Technical Institute and specialized training in digital micro processing from GE, a degree from Christian Services Training Institution, and is an ordained minister.

The forgoing named officers also serve as the directors of the Company. In addition to the experience and skills noted above, they have significant business management experience applicable to the Company’s needs.

Long Term Objectives

The Company’s long term objectives are to establish its Jacana brand as the best service and best price in the warranty market and position itself as a desirable acquisition by insurance companies. Besides the profitability of the Company’s operations, being the best price and best service in regard to warranties will make Novea a very attractive addition to any major insurance company’s operations. So the Company will seek to position itself as a desirable acquisition in the market.

Short Term Objectives

The Company's short term objectives are to bring the App to its optimum functioning level -- build the databases necessary for the App’s full application; and refine the App’s user interface to make purchases easier. Please refer to “ITEM 6 – USE OF PROCEEDS TO THE ISSUER” on page 8 of this Offering Circular. In order to accomplish this, the Company intends to:

Risk Factors

Summary of Risk Factors

An investment in the Units involves various risks. These include risks that are widespread and associated with any form of business and specific risks associated with the Company's business and its involvement in the insurance and tech market generally. Prospective investors should carefully consider the following risk factors, in addition to the other information presented in this Offering Circular, before making an investment decision. An investment in the Units is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. You should carefully consider the matters discussed beginning on page 4 of this Offering Circular before you decide whether to invest in the Units. Some of the risks include the following:

The Company’s Limited History

The Company is in the early stage of development and must be considered a start-up. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. The Company has limited financial resources, has not earned any revenue since commencing operations, has no source of operating cash flow and there is no assurance that additional funding will be available to it for further exploration and development of the Company's properties or to fulfill its obligations under any applicable agreements. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company's sole property.

Negative Operating Cash Flow

The Company currently has no revenues from its operations and may use the proceeds of the Offering to fund any negative operating cash flow.

Going Concern Risk

The business of developing and marketing technological properties involves a high degree of risk and, therefore, there is no assurance that current marketing programs will result in profitable operations. The Company has not determined whether use of the App will result in warranty sales and currently has not earned any revenue from the App and, therefore, the Company does not generate cash flow from its operations. The Company currently does not have the necessary financing in place to support continuing losses from operations and these matters raise significant doubt about its ability to continue as a going concern. Investors should not invest any funds in the Offering unless they can afford to lose their entire investment.

Development and Operations Risks

The development and marketing of technological applications involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the use of the App to market warranty sales, few apps that are created are ultimately developed into profitable uses. Major expenditures may be required to place the App into the market and establish profitable relationships with retailers. Whether an application will be commercially viable depends on a number of factors, some of which are: the accessibility to the App, competitors in the same market, consumers’ experience with the Company’s handling of claims; history of claims; strength of the insurer; changes in and application of government regulations, including regulations relating to internet usage, insurance, warranties, and taxes on internet purchases. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

The Company does not currently sell warranties by way of the App or in any manner. There is no certainty that the expenditures made by the Company towards the marketing of the App and the sale of its warranties will result in sales that are commercially viable. Most of the above factors are beyond the Company’s control.

Technology operations generally involve a high degree of risk. Such operations are subject to worldwide market/developer activity, even some such activities that may enjoy sovereign government support.

Warranty Prices

The development and success of the App and warranty sales will be primarily dependent on the future price of warranties in the general market. The insurance market is aggressively moving to electronic operations and such companies typically have the financial resources to improve their operations, which actions are beyond the Company's control. Depending on the price of warranties, projected cash flow from planned operations may not be sufficient and the Company could be forced to discontinue marketing and may lose its interest in, or may be forced to sell, the App property.

Future Financing Requirements

The Company will need additional financing to continue in business and to implement the Phase 2 marketing programs set out in ITEM 7 – DESCRIPTION OF BUSINESS on page 9 of this Offering Circular and there can be no assurance that such financing will be available or, if available, will be on reasonable terms. If financing is obtained by issuing Common Shares from treasury, control of the Company may change and investors under the Offering may suffer additional dilution. To the extent financing is not available, programmer commitments, advertising payments, and retailer payments, if any, may not be satisfied and could result in a loss of App ownership or loss of earning opportunities by the Company.

Key-Man and Liability Insurance, Uninsurable Risks

The success of the Company will be largely dependent upon the performance of its key officers. The Company has not purchased any "key-man" insurance with respect to any of its directors or officers, and has no current plans to do so.

Although the Company may obtain liability insurance in an amount which management considers adequate, the nature of the risks for warranties may be such that liabilities might exceed policy coverage, the liabilities and hazards might not be insurable, the Company might not elect to insure itself against such liabilities due to high premium costs or other reasons, or the manufacturer might elect not to cover losses or recall the devices. Should such liabilities occur, the Company could incur significant costs that could have a material adverse effect on its financial position.

Dependence on One Property

The Jacana warranty App is the Company's sole property. Any material adverse development affecting the progress of this property will have a material adverse effect on the Company's financial performance and results of operations.

Ownership

No assurances can be given that defects to the App’s programming and claims affecting the Company's ownership of the App do not exist. The programming may be subject to prior forms of such and the Company's rights may be affected by undetected claims. If pre-existing developments do exist, it is possible that the Company may lose all or a portion of interest in and to the App where the pre-existing developments exist. Ownership of the Company’s interest in some jurisdictions is often not susceptible of determination without incurring substantial expense.

There is no guarantee that ownership of the Company's App will not be challenged or impugned. To the best of the Company's knowledge, ownership of the App is clear, unencumbered and in good standing.

Market for Securities

There is no assurance that the listing of the securities of the Company will provide a liquid market for such securities. See ITEM 14 – SECURITIES BEING OFFERED on page 19 of this Offering Circular. There can be no assurance that an active public market for the Company's Common Shares will develop or be sustained after completion of the Offering. The price of the Units in this Offering was determined by the Company based upon several factors, and may bear no relationship to the price that will prevail in the public market. The holding of Common Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment.

Competition

The mobile app business is competitive in all phases. The Company competes with an unknown number of other entities in the mobile app business as well as existing insurance companies. As a result of this competition, the majority of which is with companies with greater financial resources than the Company, the Company may be unable to acquire appropriate retailers and advertisers in the future on terms it considers acceptable. The Company also competes for financing with other tech and insurance companies, many of whom have greater financial resources and/or more advanced market standings. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Company.

The ability of the Company to sell warranties depends on its success in building retailer relationships and in placing advertising the App. Increased competition could result in increased costs and reduced profitability which could materially adversely affect the Company's revenues, operations and financial condition.

Dividend Policy

Payment of any future dividends will be at the discretion of the Board of Directors after taking into account many factors, including the Company's operating results, financial condition and current and anticipated cash needs.

Arbitrary Offering Price

The Offering Price of the Units has been determined by the Company. The Offering Price is not an indication of the value of the Units and the underlying technology comprising the Units or that any of the Units and the securities comprising the Units could be sold for an amount equal to the Offering Price or for any amount.

Factors Beyond the Company's Control

Application of technology to the sale of warranties depends upon a number of factors, not the least of which is the technical skill of the programmers maintaining the app. Further, the sales and exploration and development of retailers will also be affected by numerous factors beyond the control of the Company. These factors include the quality of devices warranted and the market of the Company’s contracted retailers. The effect of these factors cannot be accurately predicted.

The price of the Units under the Offering is higher than the average per share value of the Common Shares previously issued. Accordingly, investors who purchase Units in the Offering will incur immediate dilution in the pro forma value of their Units. This means that investors that purchase Units will pay a price per Unit that exceeds the average per share value of the Company's previously issued Common Shares. The Company may from time to time issue additional Units or Common Shares, which may result in dilution of existing shareholders if the Units are sold at a price that is less than the average per share value of the Common Shares previously issued.

Units issued by the Company over the past year have been sold for a price that is approximately $.24 less than the price per Unit sold under this Offering Circular, which is not materially different.

No securities are being offered for the account of existing security holders.

A maximum of 61,000,000 Units are being offered by the Company on a “best efforts” basis. Each Unit is comprised of one Common Share. The Common Shares are a new issue from treasury. The Offering will close upon the earlier of (1) the sale of 61,000,000 Units, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company (the “Offering Period”). The Company is planning the first closing approximately 60 days after this Offering Circular has been qualified by the SEC. The Company anticipates that there will be several closings during the course of the Offering. The Company has arbitrarily set the first closing approximately 60 days after this Offering Circular has been qualified by the SEC to allow the Company to access investor funds in stages, and closings are not subject to completion of the maximum under the Offering.

Prospective investors must send to the Company’s office a completed Subscription Agreement and payment of the subscription amount. The form of Subscription Agreement has been filed as Exhibit D under Part III of the offering statement pursuant to Regulation A relating to these securities filed with the Securities and Exchange Commission. Subscription amounts received by the Company will be deposited in the Company’s general bank account, and upon acceptance of the subscription by the Company, the funds will be available for the Company’s use. As there is no minimum amount to be raised under the Offering, the funds raised under the first and subsequent closings may not be sufficient to complete the activities described below in Item 6 – Use of Proceeds to Issuer, which may increase the risk to prospective investors of participating in the Offering. If any prospective Investor’s subscription is rejected, all funds received from such Investor will be returned without interest or deduction.

This Offering is made only pursuant to this Offering Circular and prospective Investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Units. Subject to limitations imposed by applicable securities laws, other materials may be prepared for marketing purposes. The Company will utilize one or more Crowdfunding websites to advertise the Offering to prospective investors. Such websites provide services for posting a profile of the Company. These Crowdfunding websites charge a monthly subscription fee for the services. The Company intends to post the Offering on Crowdfunder, Inc. and EquityNet, LLC and may use other similar websites. The subscription crowdfunding websites do not conduct any diligence or review of companies or deals before parties are permitted to raise funds using the websites. Summary information about the Company and the Offering will be posted on the Crowdfunding sites. Although such materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting consistent disclosure with respect to the Offering of Units, these materials will not give a complete understanding of this Offering, the Company or the Units and are not to be considered part of this Offering Circular.

Available Funds

Notes:

Use of Available Funds

The principal purposes for which the net proceeds of the Offering are intended to be used is to conduct further work on the App and retailer relationships. The following table sets forth the Use of Proceeds for three scenarios for funds raised under the Offering. The ability of the Company to use funds as set forth in the following table is dependent on the amount of funds raised under this Offering. If less than 2,000,000 Units are subscribed for by prospective investors, the Company’s priority for use of funds will be as listed below.

Notes:

Reallocation

The Company intends to spend the available funds as stated above in this Item 6, but reserves the right to change the use of proceeds and will reallocate funds only for sound business reasons.

Novea Inc. was incorporated on February 26, 2015, pursuant to the laws of the state of Wyoming U.S.A. The Company owns a mobile application that enables the remote purchase of the appropriate warranty for a device.

The registered office of Novea is located at 1623 Central Ave Ste. 201, Cheyenne, Wyoming 82001 U.S.A.

Pursuant to an agreement with a best rated insurance company made effective June 1, 2016 and attached hereto as Exhibit 6.1, the Company was authorized to write warranties under the Insurance Company’s protection on the full range of consumer purchases, particularly including electronic devices.

Market Conditions for Warranty Sales

Consumer demand for electronics continues to increase year over year, with a substantial used device market existing as well. Given the usually high cost of electronics and their typical fragility, buyers have sought protection for their purchases, their investments. So, seeing this demand, retailers saw a need for protection. Thus, retailers worked with insurers to provide it. Insurers utilized their typical marketing force, independent agents. Presently, this multi-layered method of getting the coverage to the consumer is effective, but costly as each layer adds its costs. Further, this method has required a heavy “brick-and-mortar” support system.

As Novea’s App, puts the protection into the hand of the consumer, substantially reduces the need for brick and mortar, the ultimate cost of coverage is substantially reduced. Since Novea can provide coverage at cost, cutting out several layers of administration, Novea’s selling price will be significantly less than all competitors.

Employees and Consultants

The Company employs no full time persons and, on a part time basis, three consultants.

General Development of the Business

Long Term Objectives The Company’s Long Term Objectives are to refine its mobile App to be the choice mobile application for the purchase of warranties and the model application for other insurance sales; and, the Company seeks to sell the majority (at least) of our chosen warranties. The App has already received praise from developers and our testers, and interest from other insurance providers. Market trends indicate that the Company is entering a new market that has a huge growth potential.

The Company intends to continue to build its mobile sales and minimal hard-asset design in other financial service areas that are presently served by traditional, low technology, and brick-and-mortar companies, those where our form of service can return more to consumers.

Short Term Objectives

The Company's short term objectives are to carry out preliminary work on the App which will improve its user friendly application and increase its exposure. In order to accomplish this, subject to funding, the Company intends to:

Table 2 – Long Term Objectives - Proposed App Development Project Budget.

Phase 1a

MD&A for the Year Ended July 31, 2015

The following discussion is management’s analysis of Novea Inc.’s (the “Company” or “Novea”) operating and financial data for the year ended July 31, 2015, as well as management’s estimates of future operating and financial performance based on information currently available. It should be read in conjunction with the non-audited consolidated financial statements and notes for the year ended July 31, 2015.

This Management’s Discussion and Analysis (“MD&A”) and the non-audited consolidated financial statements and comparative information have been prepared in accordance with GAAP.

The MD&A was prepared as of July 31, 2015. Additional information relating to Novea can be found at www.NoveaIncUSA.com.

MATERIAL FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking information as contemplated by USA SEC securities regulators, known as forward-looking statements. All estimates and statements that describe the Company’s objectives, goals or future plans are forward-looking statements. Readers are cautioned that the forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements. The Company will issue updates where actual results differ materially from any forward looking statement previously disclosed.

RESPONSIBILITY OF MANAGEMENT

The preparation of the financial statements, including the accompanying notes, is the responsibility of management. Management has the responsibility of selecting the accounting policies used in preparing the financial statements. In addition, management’s judgment is required in preparing estimates contained in the financial statements.

ABOUT NOVEA INC.

Novea is a development stage technology/warranty company with a mobile Application in the United States of America (presently available from both the Google Play Store for Android devices and the Apple Store for Apple devices) that sells its electronic device warranties to the public. The Company’s main focus is the marketing of its App in order to produce warranty sales. The format of the App has potential application in other sales markets, such as in regard to financial transactions. Such applications are typically placed in the market at no charge to the downloading party, the user. So, Novea’s App is available from the Stores at no charge. The App enables the user to evaluate and purchase a warranty on such user’s purchase of an electronic device. The App is held by the Company; the Company has a favorable contract with a best-rated insurance company.

2015 OVERVIEW

The Company’s main activities during the 2015 period were evaluating the potential for the App, developing the App, planning the advertising, and working to organize the requisite funding.

On March 1, 2015, the Company issued 14,000,000 shares to the Company’s founders at a price of $0.001 per share with the founder’s pledge of paying additional amounts as needed. Through January 31, 2016, the founders had paid in an additional $84,344 for such shares, increasing their purchase price to $0.00703 per share.

RESULTS OF OPERATIONS

In 2015, net loss was $9,726. The Company commenced work on its App at the Company’s inception in February 2015. The following table itemizes the net loss from operations for the years ended July 31, 2015.

SCHEDULE OF NET INCOME (LOSS) BEFORE FINANCING EXPENSES

LIQUIDITY AND CAPITAL RESOURCES

The net loss from operations for the year ended July 31, 2015, was funded through the contribution of additional capital for the issuance of shares. As of July 31, 2015, the Company had net working capital $2,199. Future operations will be funded by the issuance of capital stock.

Estimated Cash Flow Requirements for the Next 12 Months

GOING CONCERN RISK

The Company has no source of operating cash flow and operations to date have been funded primarily from the additional consideration for the issuance of share capital. The Company’s ability to continue as a going concern is contingent on obtaining additional financing. Whether the Company will be successful with any future financing ventures is uncertain, and this uncertainty casts significant doubt upon the Company’s ability to continue as a going concern. While the Company intends to advance its plans through additional equity financing, there is no assurance that any funds will ultimately be available for operations.

COMMITMENTS

The Company may enter into advertising contracts during 2016. These contracts will be negotiated in the normal course of operations and will be measured at the exchange amount which is the amount of consideration established and agreed by the parties and will reflect the values that the Company would transact with arm’s length parties.

The Company has the following commitments for the next 12-month period:

None

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in compliance with GAAP. The Company’s internal control over financial reporting includes policies and procedures that:

There were no changes in the Company’s business activities during the year-ended July 31, 2015, that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company’s management, including the Chief Executive Officer and Secretary/Treasurer, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. Further, the design of a control system reflects the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

OUTSTANDING SHARE DATA

TRANSACTIONS WITH RELATED PARTIES

During the year ended July 31, 2015, the Company incurred consultant fees of $5,450 to a key employee of the Company.

CONTINGENT LIABILITIES

The Company has no contingent liabilities.

FINANCIAL INSTRUMENTS

Set out below is a comparison, by category, of the carrying amounts and fair values of all of the Company’s financial instruments that are carried in the consolidated financial statements.

Fair value

The Company is exposed to a variety of financial risks including credit risk, liquidity risk, and market risk. Risk management is carried out by the Company’s management team with guidance from the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

The Company had no contractual maturities of financial liabilities and other commitments as at July 31, 2015.

CAPITAL MANAGEMENT

The Company’s objectives in managing its capital will be:

The Company’s capital structure is comprised of working capital deficit and shareholders’ equity.

Novea is a development stage technology/warranty company which involves a high degree of risk. The Company has not determined whether its App and resultant warranty sales will earn revenue from its sales and therefore generate cash flow from operations. The Company’s primary source of funds will come from the issuance of capital stock.

The Company’s policy is to invest its excess cash in highly liquid, fully guaranteed, bank sponsored instruments.

The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on Novea’s website: www.NoveaIncUSA.com.

MD&A for the Eight Months Ended March 31, 2016

The following discussion is management’s analysis of Novea Inc.’s (the “Company” or “Novea”) operating and financial data for the eight months ended March 31, 2016, as well as management’s estimates of future operating and financial performance based on information currently available. It should be read in conjunction with the unaudited consolidated financial statements and notes for the eight months ended March 31, 2016, and the non-audited consolidated financial statements and notes for the year ended July 31, 2015.

This Management’s Discussion and Analysis (“MD&A”) and the consolidated financial statements and comparative information have been prepared in accordance with GAAP.

The MD&A was prepared as of May 31, 2016. Additional information relating to Novea can be found at www.NoveaIncUSA.com.

MATERIAL FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking information as contemplated by United States SEC securities regulators, also known as forward-looking statements. All estimates and statements that describe the Company’s objectives, goals or future plans are forward-looking statements. Readers are cautioned that the forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements. The Company will issue updates where actual results differ materially from any forward looking statement previously disclosed.

RESPONSIBILITY OF MANAGEMENT

The preparation of the financial statements, including the accompanying notes, is the responsibility of management. Management has the responsibility of selecting the accounting policies used in preparing the financial statements. In addition, management’s judgment is required in preparing estimates contained in the financial statements.

ABOUT NOVEA INC.

Novea is a development stage technology/warranty company with a mobile Application in the United States of America (presently available from both the Google Play Store for Android devices and the Apple Store for Apple devices) that sells its electronic device warranties to the public. The Company’s main focus is the marketing of its App in order to produce warranty sales. The format of the App has potential application in other sales markets, such as in regard to financial transactions. Such applications are typically placed in the market at no charge to the downloading party, the user. So, Novea’s App is available from the Stores at no charge. The App enables the user to evaluate and purchase a warranty on such user’s purchase of an electronic device. The App is held by the Company; the Company has a favorable contract with a best-rated insurance company.

SIX MONTH OVERVIEW

The Company continued development of its App and investigation and planning of promoting the App in the market. The Company completed the App to the point of presenting it for listing on the Google Play Store and the Apple Store. The Company was successful in getting the App presented on both those Stores.

RESULTS OF OPERATIONS

In the eight months ended March 31, 2016, net loss was $88,165 compared to a net loss of $9,726 in 2015, resulting in a change of $69,892. The Company continued development of the App during the period incurring consultant expenditures totaling $87,700. The following table itemizes the net loss from operations for the eight months ended March 31, 2016.

SCHEDULE OF NET INCOME (LOSS) BEFORE FINANCING EXPENSES

DEVELOPMENT OF APP

In March 2016, the Company completed the App to the point of the Google Play Store and the Apple Store accepting it.

LIQUIDITY AND CAPITAL RESOURCES

The net loss from operations for the eight months ended March 31, 2016, was funded through the additional capital contributions from the previous issuance of shares. As of March 31, 2016, the Company had net working capital of $453. Future operations will be funded by the issuance of capital stock.

Estimated Cash Flow Requirements for the Next 12 Months

GOING CONCERN RISK

The Company has no source of operating cash flow and operations to date have been funded primarily from the additional consideration for the issuance of share capital. The Company’s ability to continue as a going concern is contingent on obtaining additional financing. Whether the Company will be successful with any future financing ventures is uncertain, and this uncertainty casts significant doubt upon the Company’s ability to continue as a going concern. While the Company intends to advance its plans through additional equity financing, there is no assurance that any funds will ultimately be available for operations.

COMMITMENTS

The Company may enter into advertising contracts during 2016. These contracts will be negotiated in the normal course of operations and will be measured at the exchange amount which is the amount of consideration established and agreed by the parties and will reflect the values that the Company would transact with arm’s length parties.

The Company has the following commitments for the next 12-month period:

None

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in compliance with GAAP. The Company’s internal control over financial reporting includes policies and procedures that:

There were no changes in the Company’s business activities during the year-ended July 31, 2015, that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company’s management, including the Chief Executive Officer and Secretary/Treasurer, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. Further, the design of a control system reflects the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

OUTSTANDING SHARE DATA

TRANSACTIONS WITH RELATED PARTIES

During the eight months ended March 31, 2016, the Company incurred consultant fees of $87,700 to key contractors of the Company.

CONTINGENT LIABILITIES

The Company has no contingent liabilities.

FINANCIAL INSTRUMENTS

Set out below is a comparison, by category, of the carrying amounts and fair values of all of the Company’s financial instruments that are carried in the consolidated financial statements.

Fair value

The Company is exposed to a variety of financial risks including credit risk, liquidity risk, and market risk. Risk management is carried out by the Company’s management team with guidance from the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

The Company had no contractual maturities of financial liabilities and other commitments as at March 31, 2016.

CAPITAL MANAGEMENT

The Company’s objectives in managing its capital will be:

The Company’s capital structure is comprised of working capital deficit and shareholders’ equity.

Novea is a development stage technology/warranty company which involves a high degree of risk. The Company has not determined whether its App and resultant warranty sales will earn revenue from its sales and therefore generate cash flow from operations. The Company’s primary source of funds will come from the issuance of capital stock.

The Company’s policy is to invest its excess cash in highly liquid, fully guaranteed, bank sponsored instruments.

The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the Company.

TRANSACTIONS WITH RELATED PARTIES

During the period of eight months ended March 31, 2016, the Company incurred consultant fees of $87,700 (2015 - $5,450) to key contractors of the Company.

CONTINGENT LIABILITIES

The Company has no contingent liabilities.

FINANCIAL INSTRUMENTS

Set out below is a comparison, by category, of the carrying amounts and fair values of all of the Company’s financial instruments that are carried in the consolidated financial statements.

Fair value represents

The Company is exposed to a variety of financial risks including credit risk, liquidity risk, and market risk. Risk management is carried out by the Company’s management team with guidance from the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

The Company has no contractual maturities of financial liabilities and other commitments as at March 31, 2016:

The Company has immaterial cash balances. Its current policy is to invest excess cash in investment-grade short-term money market accounts. The Company periodically monitors the investments it makes and is satisfied with the credit worthiness of its investments. Interest rate risk is minimal as interest rates are anticipated to remain at historically low levels with little fluctuation and any excess cash is invested in money market funds. Fluctuations in interest rates do not materially affect the Company as it either does not have significant interest-bearing instruments or the interest is at a fixed rate.

CAPITAL MANAGEMENT

The Company’s objectives in managing its capital will be:

The Company’s capital structure is comprised of working capital deficit and shareholders’ equity.

Novea is a development stage technology/warranty company which involves a high degree of risk. The Company has not determined whether its App and resultant warranty sales will earn revenue from its sales and therefore generate cash flow from operations. The Company’s primary source of funds will come from the issuance of capital stock.

The Company’s policy is to invest its excess cash in highly liquid, fully guaranteed, bank sponsored instruments.

The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on Novea’s website: www.NoveaIncUSA.com.

Business Experience of Directors, Executive Officers and Key Personnel

Personal Bankruptcies

No director or executive officer of the Company within the past ten years, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Bankruptcies

No director or executive officer of the Company, within the five years prior to the date of this Offering Circular, has been an executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Common Shares of the Company beneficially owned by all executive officers and directors as a group:

Compensation for the consulting services of Carlos Arreola as Development Manager of the Company is paid to directly.

Units

The Common Shares comprising the Units will separate immediately upon closing of the Offering. The Common Shares issued to investors under this Offering Circular are not subject to any trading restrictions under SEC regulations.

Restriction on Trading

Resale of the Common Shares will be subject to resale restrictions until after a four-month hold period has expired. Until the restriction on trading expires, investors will not be able to trade the Common Shares. The four-month hold period commences on the date of a closing of the sale of Units under this Offering Circular.

Common Shares

Shareholders are entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company, except meetings of holders of another class of shares. The sole class of shares currently issued by the Company is Common Shares. Each Common Share shall entitle the holder thereof to one vote. Subject to the preferences accorded to holders of any other shares of the Company ranking senior to the Common Shares, shareholders are entitled to dividends if, as and when declared by the Board of Directors. In the event of the liquidation, dissolution or winding up of the Company, the holders of Common Shares, subject to the preferences accorded to any other shares of the Company ranking senior to the Common Shares, are entitled to share equally, share for share, in any remaining assets of the Company.

The liability of a shareholder of Common Shares is limited to the subscription amount paid by such shareholder for the shares and there are no other financial obligations to which a shareholder is or may be subject.

FINANCIAL STATEMENTS SECTION

JULY 31, 2015, NON-AUDITED FINANCIAL STATEMENTS

MARCH 31, 2016, UNAUDITED FINANCIAL STATEMENTS

NOVEA INC.

FOR THE PERIOD ENDED FROM

INCEPTION (MARCH 30, 2015) TO JULY 31, 2015

TABLE OF CONTENTS

BALANCE SHEET

AS OF JULY 31, 2015

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

NOVEA INC.

STATEMENT OF OPERATIONS FOR THE PERIOD FROM

INCEPTION (MARCH 30, 2015) TO JULY 31, 2015

The accompanying notes are an integral part of these financial statements

NOVEA INC.

STATEMENT OF SHAREHOLDERS DEFICIT FOR THE PERIOD FROM

INCEPTION (MARCH 30, 2015) TO JULY 31, 2015

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

NOVEA INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION (MARCH 30, 2015) TO JULY 31, 2015

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

NOVEA INC.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2015

NOTE 1 - ORGANIZATION

Organization

Novea Inc. (the "Company") was incorporated pursuant to the laws of the State of Wyoming on February 26, 2015, and began operations on March 30, 2015 (Inception). The Company was organized to sell warranties of electronic devices by way of a mobile application used in and outside of the United States. The business has had no revenues to date.

The Company has established a fiscal year end of July 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statement presented in this report is of Novea Inc.

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

The financial statement presents the Balance Sheet, Statements of Operations, Shareholders' Deficit and Cash Flows of the Company. These financial statements are presented in United States dollars. The accompanying audited financial statement has been prepared in accordance with U.S. GAAP. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Going Concern

The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has an accumulated deficit of negative $9,726 as of July 31, 2015. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by issuing common shares. We cannot be certain that capital will be provided when it is required.

Cash and Equivalents

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at July 31, 2015.

Concentration of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits.

Lease Commitments

Novea Inc. has no lease commitments.

Fair Value of Financial Instruments

The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 on June 6, 2011. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has various financial instruments that must be measured under the new fair value standard including: cash, convertible notes payable, accrued expenses, promissory notes payable, accounts receivable and accounts payable. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company's cash is based on quoted prices and therefore classified as Level 1.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

Cash reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature.

The Company has had no transfers between levels of its assets or liabilities as of July 31, 2015.

Income Taxes

The Company has no income tax obligations as of July 31, 2015, due to the Company having no profits from operations in its first fiscal period.

Stock Based Compensation

In December of 2004, the FASB issued a standard which applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. For any unvested portion of previously issued and outstanding awards, compensation expense is required to be recorded based on the previously disclosed methodology and amounts. Prior periods presented are not required to be restated. We adopted the standard as of inception. The Company has not issued any stock options to its Board of Directors and officers as compensation for their services. If options are granted, they will be accounted for at a fair value as required by the FASB ASC 718.

Net Loss Per Share

The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share ("Basic EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share ("Diluted EPS") are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. During the period from Inception to July 31, 2015, as the Company reported a net loss from operations, the diluted shares outstanding excludes the effective of dilutive securities due to the anti-dilutive effect. Because the Company did not have any potentially dilutive securities, there was no difference between the basic and diluted net loss per share.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

NOTE 3 – CAPITAL STOCK

The Company's authorized capital is 75,000,000 common shares with a par value of $0.001 per share.

2015

At its inception date, the Company granted 6,500,000 shares to Howard Nunn, CEO and Chairman of the Board; 4,000,000 shares to Stephen Ross, VP and Director; and 3,500,000 shares to Carlos Arreola, Director, for no dollar amount of compensation. All three of these individuals are related parties of the Company. As a result, the Company recorded the $0 value of compensation to share subscriptions payable as founder shares compensation.

During the period from Inception to July 31, 2015, the Company sold subscriptions to 238,500 shares payable for $11,925 of cash from two of its officers, Howard Nunn and Stephen Ross, thus, related party investors.

As of July 31, 2015, the Company has not granted any stock options or issued any common shares.

We have accounted for stock based compensation under the provisions of FASB Accounting Standards codification (ASC) 718-10-55. (Prior authoritative literature: FASB Statement 123 (R), Share-based payment.) This statement requires us to record any expense associated with the fair value of stock based compensation. Determining fair value requires input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate.

NOTE 4 - RELATED PARTY TRANSACTIONS

Common Stock

At its inception date, the Company granted 6,500,000 shares to Howard Nunn, CEO and Chairman of the Board; 4,000,000 shares to Stephen Ross, VP and Director; and 3,500,000 shares to Carlos Arreola, Director, for no dollar amount of compensation. All three of these individuals are related parties of the Company. As a result, the Company recorded the $0 value of compensation to share subscriptions payable as founder shares compensation.

During the period from Inception to July 31, 2015, the Company sold subscriptions to 238,500 shares payable for $11,925 of cash from two of its officers, Howard Nunn and Stephen Ross, thus, related party investors.

NOTE 5 – INCOME TAXES

The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

No provision for federal income taxes has been recorded due to the available net operating loss carry forward of approximately $9,726 will expire in various years through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.

The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company's loss before income taxes. The components of these differences are as follows at July 31, 2015:

The actual income tax provisions do not differ from the expected amounts, which is none.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

None

NOTE 7 – SUBSEQUENT EVENTS

As of the date of this filing, there are no additional subsequent events which require additional disclosure.

EXHIBIT A

NOVEA INC.

(A development stage company)

FINANCIAL STATEMENTS

TABLE OF CONTENTS

NOVEA INC.

BALANCE SHEET

AS OF MARCH 31, 2016

The forgoing financial statements are through end of the eighth month of the Company’s 2015-2016 Fiscal Year, presented in accord with US GAAP These statements are not audited, so, adjustment is possible.

NOVEA INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FISCAL YEAR (JULY 31, 2015) TO MARCH 31, 2016

The forgoing financial statements are through end of the eighth month of the Company’s 2015-2016 Fiscal Year, presented in accord with US GAAP These statements are not audited, so, adjustment is possible.

NOVEA INC.

STATEMENT OF SHAREHOLDERS DEFICIT

FOR THE PERIOD FROM FISCAL YEAR (JULY 31, 2015) TO MARCH 31, 2016

The forgoing financial statements are through end of the eighth month of the Company’s 2015-2016 Fiscal Year, presented in accord with US GAAP These statements are not audited, so, adjustment is possible.

NOVEA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM FISCAL YEAR (JULY 31, 2015) TO MARCH 31, 2016

The forgoing financial statements are through end of the eighth month of the Company’s 2015-2016 Fiscal Year, presented in accord with US GAAP These statements are not audited, so, adjustments are made.

PART III EXHIBITS

ITEMS 16 & 17. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the Issuer certifies that it has reasonable grounds to believe that it meets all 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 Amarillo, Texas, U.S.A., on August 3, 2016.

NOVEA INC.

On behalf of the Board of Directors

Exhibit 2.1

Exhibit 2.2

Bylaws of

Novea, Inc.

A Wyoming Corporation

ARTICLE I - OFFICES

The registered office of the Corporation in the State of Wyoming shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the State of Wyoming as the Board of Directors may, from time to time, determine.

ARTICLE II- MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Directors.

Section 2 - Special Meetings:

Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors and shall be held within or without the State of Wyoming.

Section 3 - Place of Meetings:

Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Wyoming as the Directors may from time to time fix. If no designation is made, the meeting shall be held at the Corporation's registered office in the state of Wyoming.

Section 4 - Notice of Meetings:

(a) Written or printed notice of each meeting of shareholders, whether annual or special, signed by the president, vice president or secretary, stating the time when and place where it is to be held, as well as the purpose or purposes for which the meeting is called, shall be served either personally or by mail, by or at the direction of the president, the secretary, or the officer or the person calling the meeting, not less than ten or more than sixty days before the date of the meeting, unless the lapse of the prescribed time shall have been waived before or after the taking of such action, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the shareholder as it appears on the share transfer records of the Corporation or to the current address, which a shareholder has delivered to the Corporation in a written notice.

(b) Further notice to a shareholder is not required when notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him or her during the period between those two consecutive annual meetings; or all, and at least two payments sent by first-class mail of dividends or interest on securities during a 12-month period have been mailed addressed to him or her at his or her address as shown on the records of the Corporation and have been returned undeliverable.

Section 5 – Quorum:

(a) Except as otherwise provided herein, or by law, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation"), a quorum shall be present at all meetings of shareholders of the Corporation, if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy.

(b) The subsequent withdrawal of any shareholder from the meeting, after the commencement of a meeting, or the refusal of any shareholder represented in person or by proxy to vote, shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(c) Despite the absence of a quorum at any meeting of shareholders, the shareholders present may adjourn the meeting.

Section 6 - Voting and Action:

(a) Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, any corporate action, the affirmative vote of the majority of shares entitled to vote on that matter and represented either in person or by proxy at a meeting of shareholders at which a quorum is present, shall be the act of the shareholders of the Corporation.

(b) Except as otherwise provided by statute, the Certificate of Incorporation, or these Bylaws, at each meeting of shareholders, each shareholder of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Where appropriate communication facilities are reasonably available, any and all shareholders shall have the right to participate in any shareholders' meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other. 

Section 7 - Proxies:

Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so either in person or by proxy, so long as such proxy is executed in writing by the shareholder himself, his authorized officer, director, employee or agent or by the signature of the stockholder to be affixed to the writing by any reasonable means, including, but not limited to, a facsimile signature, or by his attorneyin-fact there unto duly authorized in writing. Every proxy shall be revocable at will unless the proxy conspicuously states that it is irrevocable and the proxy is coupled with an interest. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, shall be treated as a valid proxy, and treated as a substitution of the original proxy, so long as such transmission is a complete reproduction executed by the shareholder. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the Corporation to count the votes of shareholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied. No proxy shall be valid after the expiration of six months from the date of its execution, unless otherwise provided in the proxy. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. If any shareholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if one is present, then that one has and may exercise all of the powers conferred by the shareholder upon all of the persons so designated unless the shareholder provides otherwise.

Section 8 - Action Without a Meeting:

Unless otherwise provided for in the Articles of Incorporation of the Corporation, any action to be taken at any annual or special shareholders' meeting, may be taken without a meeting, without prior notice and without a vote if written consents are signed by a majority of the shareholders of the Corporation, except however if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.

ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number. Term. Election and Qualifications:

(a) The first Board of Directors and all subsequent Boards of the Corporation shall consist of, not less than 1 nor more than 9, unless and until otherwise determined by vote of a majority of the entire Board of Directors. The Board of Directors or shareholders all have the power, in the interim between annual and special meetings of the shareholders, to increase or decrease the number of Directors of the Corporation. A Director need not be a shareholder of the Corporation unless the Certificate of Incorporation of the Corporation or these Bylaws so require.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered in the Articles of Incorporation of the Corporation or these Bylaws, by a plurality of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of Directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders nest succeeding his election, unless their terms are staggered in the Articles of Incorporation of the Corporation (so long as at least one-fourth in number of the are elected at each annual shareholders' meeting) or these Bylaws, or until his prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.

(d) All Directors of the Corporation shall have equal voting power unless the Articles of Incorporation of the Corporation provide that the voting power of individual Directors or classes of Directors are greater than or less than that of any other individual Directors or classes of Directors, and the different voting powers may be stated in the Articles of Incorporation or may be dependent upon any fact or event that may be ascertained outside the Articles of Incorporation if the manner in which the fact or event may operate on those voting powers is stated in the Articles of Incorporation. If the Articles of Incorporation provide that any Directors have voting power greater than or less than other Directors of the Corporation, every reference in these Bylaws to a majority or a proportion of Directors shall be deemed to refer to majority or other proportion of the voting power of all the Directors or classes of Directors, as may be required by the Articles of Incorporation.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except such as those stated under Wyoming state law, are in the Articles of Incorporation or by these Bylaws, expressly conferred upon or reserved to the shareholders or any other person or persons named therein.

Section 3 - Regular Meetings: Notice:

(a) A regular meeting of the Board of Directors shall be held either within or without the State of Wyoming at such time and at such place as the Board shall fix.

(b) No notice shall be required of any regular meeting of the Board of Directors and, if given, need not specify the purpose of the meeting; provided, however that in case the Board of Directors shall fix or change the time or place of any regular meeting when such time and place was fixed before such change, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in these Bylaws with respect to special meetings, unless such notice shall be waived in the manner set forth in these Bylaws.

Section 4 - Special Meetings: Notice:

(a) Special meetings of the Board of Directors shall be held at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b) Except as otherwise required statute, written notice of special meetings shall be mailed directly to each Director, addressed to him at his residence or usual place of business, or delivered orally, with sufficient time for the convenient assembly of Directors thereat, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. If mailed, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mails, so addressed, with postage prepaid. If notice is given by telegram, it shall be deemed to be delivered when the telegram is delivered to the telegraph company. A notice, or waiver of notice, except as required by these Bylaws, need not specify the business to be transacted at or the purpose or purposes of the meeting.

(c) Notice of any special meeting shall not be required to be given to any Director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 - Chairperson:

The Chairperson of the Board, if any and if present, shall preside at all meetings of the Board of Directors. If there shall be no Chairperson, or he or she shall be absent, then the President shall preside, and in his absence, any other director chosen by the Board of Directors shall preside.

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, or any committee thereof, the presence of a majority of the entire Board, or such committee thereof; shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or these Bylaws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, whether or not a quorum exists. Notice of such adjourned meeting shall be given to Directors not present at time of the adjournment and, unless the time and place of the adjourned meting are announced at the time of the adjournment, to the other Directors who were present at the adjourned meeting.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by law, by the Articles of Incorporation, or these bylaws, action approved by a majority of the votes of the Directors present at any meeting or any committee thereof, at which a quorum is present shall be the act of the Board of Directors or any committee thereof.

(c) Any action authorized in writing made prior or subsequent to such action, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors, or any committee thereof, and have the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board or committee for all purposes.

(d) Where appropriate communications facilities are reasonably available, any or all directors shall have the right to participate in any Board of Directors meeting, or a committee of the Board of Directors meeting, by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other.

Section 8 - Vacancies:

(a) Unless otherwise provided for by the Articles of Incorporation of the Corporation, any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal or inability to act of any director, or other cause, shall be filled by an affirmative vote of a majority of the remaining directors, though less than a quorum of the Board or by a sole remaining Director, at any regular meeting or special meeting of the Board of Directors called for that purpose except whenever the shareholders of any class or classes or series thereof are entitled to elect one or more Directors by the Certificate of Incorporation of the Corporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the Directors elected by such class or classes or series thereof then in office, or by a sole remaining Director so elected.

(b) Unless otherwise provided for by law, the Articles of Incorporation or these Bylaws, when one or more Directors shall resign from the board and such resignation is effective at a future date, a majority of the directors, then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote otherwise to take effect when such resignation or resignations shall become effective.

Section 9 - Resignation:

A Director may resign at any time by giving written notice of such resignation to the Corporation. Section 10 - Removal: (Section 78.335) Unless otherwise provided for by the Articles of Incorporation, one or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose, unless the Articles of Incorporation provide that Directors may only be removed for cause, provided however, such Director shall not be removed if the Corporation states in its Articles of Incorporation that its Directors shall be elected by cumulative voting and there are a sufficient number of shares cast against his or her removal, which if cumulatively voted at an election of Directors would be sufficient to elect him or her. If a Director was elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that Director.

Section 10 - Compensation:

The Board of Directors may authorize and establish reasonable compensation of the Directors for services to the Corporation as Directors, including, but not limited to attendance at any annual or special meeting of the Board.

Section 11 - Committees:

Unless otherwise provided for by the Articles of Incorporation of the Corporation, the Board of Directors, may from time to time designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Unless the Articles of Incorporation or Bylaws state otherwise, the Board of Directors may appoint natural persons who are not Directors to serve on such committees authorized herein. Each such committee shall serve at the pleasure of the Board and, unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.

ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:

(a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary and treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Corporation.

Section 3 - Removal:

Any officer elected by the Board of Directors may be removed, either with or without cause, and a successor elected by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

Section 4 - Vacancies:

(a) A vacancy, however caused, occurring in the Board and any newly created Directorships resulting from an increase in the authorized number of Directors may be filled by the Board of Directors.

Section 5 - Bonds:

The Corporation may require any or all of its officers or Agents to post a bond, or otherwise, to the Corporation for the faithful performance of their positions or duties.

Section 6 - Compensation:

The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.

ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The shares of the Corporation shall be represented by certificates or shall be uncertified shares.

(b) Certificated shares of the Corporation shall be signed, (either manually or by facsimile), by the officers or agents designated by the Corporation for such purposes, and shall; certify the number of shares owned by him in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lien of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

(c) If the Corporation issues uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.

(d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Section 2 - Lost or Destroyed Certificates:

The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed if the owner:

(a) so requests before the Corporation has notice that the shares have been acquired by a bona fide purchaser,

(b) files with the Corporation a sufficient indemnity bond

(c) satisfies such other requirements, including evidence as may be imposed by the Corporation.

Section 3 - Transfers of Shares:

(a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 - Record Date:

(a) The Board of Directors may fix, in advance, which shall not be more than sixty days before the meeting or action requiring a determination of shareholders, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for shareholders entitled to notice of meeting shall be at the close of business on the day preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held, or if notice is waived, at the close of business on the day before the day on which the meeting is held.

(b) The Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted for shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights of shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action.

(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 5 - Fractions of Shares/Scrip:

The Board of Directors may authorize the issuance of certificates or payment of money for fractions of a share, either represented by a certificate or uncertificated, which shall entitle the holder to exercise voting rights, receive dividends and participate in any assets of the Corporation in the event of liquidation, in proportion to the fractional holdings; or it may authorize the payment in case of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the manual or facsimile signature of an officer or agent of the Corporation or its agent for that purpose, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of shareholder, except as therein provided. The scrip may contain provisions or conditions that the Corporation deems advisable. If a scrip ceases to be exchangeable for full share certificates, the shares that would otherwise have been issuable as provided on the scrip are deemed to be treasury shares unless the scrip contains other provisions for their disposition.

ARTICLE VI- DIVIDENDS

(a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.

(b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless:

(i) so authorized by the Articles of Incorporation;

(ii) a majority of the shareholders of the class or series to be issued approve the issue; or

(iii) there are no outstanding shares of the class or series of shares that are authorized to be issued.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.

ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders:

All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of Directors even though these Bylaws may also be altered, amended or repealed by the Board of Directors.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.

ARTICLE X - WAIVER OF NOTICE:

Whenever any notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver signed by the person or persons entitled to such notice, whether before or after the meeting by any person, shall constitute a waiver of notice of such meeting.

ARTICLE XI - INTERESTED DIRECTORS:

No contract or transaction shall be void or voidable if such contract or transaction is between the corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or Officers, are directors or officers, or have a financial interest, when such Director or Officer is present at or participates in the meeting of the Board, or the committee of the shareholders which authorizes the contract or transaction or his, her or their votes are counter for such purpose, if:

(a) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee and are noted in the minutes of such meeting, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(b) the material facts as to his, her or their relationship or relationships or interest or interests and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the shareholders; or

(d) the fact of the common directorship, office or financial interest is not disclosed or known to the Director or Officer at the time the transaction is brought before the Board of Directors of the Corporation for such action. Such interested Directors may be counted when determining the presence of a quorum at the Board of Directors' or committee meeting authorizing the contract or transaction.

ARTICLE XII - ANNUAL LIST OF OFFICERS. DIRECTORS AND REGISTERED AGENT:

The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Wyoming. Such list shall be certified by an officer of the Corporation.

Exhibit 3.1

FOUNDERS’ SHARES SUBSCRIPTION AGREEMENT

1.0           This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 26, 2015, by and between Novea Inc., a Wyoming corporation (the “Company”), and the party named in Item Four (the “Subscriber”).

1.1           The Company is proposing to raise funds via the public market at some point in the future (the “Registration Statement”) on such form under the Securities Act of 1933, as amended (the “Securities Act”) as best suits the Company’s desires.

1.2           In order to raise funds via the Registration Statement, the Company desires to issue and sell, and the Subscriber desires to purchase and acquire, certain Shares (as defined below) on the terms and conditions hereinafter set forth.

1.3           THEREFORE, for and in consideration of the promises and mutual covenants set forth herein, the parties hereto agree as set forth in this Agreement, including all provisions.

2.0           Purchase and Sale of Shares. The Subscriber hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Subscriber, three million five hundred thousand (3,500,000) shares (the “Shares”) of Common Stock of the Company for an aggregate purchase price of at least four thousand five hundred US dollars ($4,500), the sufficiency of which is hereby acknowledged and the receipt of which shall be in the Subscriber’s discretion as needed by the Company no later than twelve (12) months following the execution hereof in the form of services approved by the Company.

2.1           On this date, the Company shall issue to the Subscriber a stock certificate or certificates (or, if not certificated, provide documentation reflecting the registration in the name of the undersigned on the stock ledger of the Company) representing such fully-paid and non-assessable shares of Common Stock of the Company

2.2           The subscription will represent eight percent (8%) of the total number of outstanding shares of Common Stock of the Company.

3. Restrictive Legends. All certificates representing the Shares shall have endorsed thereon the following legends:

Exhibit 10.04

“The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under the Securities Act or an opinion of counsel satisfactory to the Company that such registration statement is not required.”

10.04.01         Any legend required by state securities or blue sky laws or regulations.

3.0           Investment Representations. In connection with the purchase of the Shares, the Subscriber represents to the Company the following:

3.1           The Subscriber is familiar with the Company’s business plans and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. The Subscriber has been afforded the opportunity to ask questions of the executive officers and directors of the Company.

3.1.01     The Subscriber understands that its investment in the Shares involves a high degree of risk. The Subscriber has sought such accounting, legal and tax advice as the Subscriber has considered necessary to make an informed investment decision with respect to the Subscriber’s acquisition of the Shares.

3.1.02     The Subscriber has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Shares, and is able to bear the economic risk of an investment in the Shares in the amount contemplated hereunder.

3.1.03     The Subscriber understands that there presently is no public market for the securities and none is anticipated to develop in the foreseeable future. The Subscriber can afford a complete loss of its investment in the Subscriber. The Subscriber is purchasing the Shares for investment for the Subscriber’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.

3.1.04     The Subscriber understands that the Shares have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and the Subscriber’s compliance with, the representations and warranties and agreements of the Subscriber set forth herein to determine the availability of such exemptions and the eligibility of the Subscriber to acquire such Shares, including, but not limited to, the bona fide nature of the Subscriber’s investment intent as expressed herein.

`3.1.05    The Subscriber further acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber understands that the certificates evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless the Shares are registered or such registration is not required in the opinion of counsel for the Company.

3.2           The Subscriber represents that the Subscriber is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

3.3           The Subscriber has all necessary [corporate][limited liability company][limited partnership] power and authority, if applicable, to enter into this Agreement and to consummate the transactions contemplated hereby. All [corporate][limited liability company][limited partnership] action, if applicable, necessary to be taken by the Subscriber to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Subscriber in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by the Subscriber. This Agreement constitutes the valid, binding and enforceable obligation of the Subscriber, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The purchase by the Subscriber of the Shares does not conflict with the organizational documents of the Subscriber, if applicable, or with any material contract by which the Subscriber or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to the Subscriber or its property.

3.4           The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act.

3.5           The Subscriber understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares, nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

[Signature Page to Follow]

4.0           Dated: February 26, 2015

4.2           Accepted and Agreed as of this

26th day of February, 2015:

NOVEA INC.

Exhibit 3.2

FOUNDERS’ SHARES SUBSCRIPTION AGREEMENT

1.0           This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 26, 2015, by and between Novea Inc., a Wyoming corporation (the “Company”), and the party named in Item Four (the “Subscriber”).

1.1           The Company is proposing to raise funds via the public market at some point in the future (the “Registration Statement”) on such form under the Securities Act of 1933, as amended (the “Securities Act”) as best suits the Company’s desires.

1.2           In order to raise funds via the Registration Statement, the Company desires to issue and sell, and the Subscriber desires to purchase and acquire, certain Shares (as defined below) on the terms and conditions hereinafter set forth.

1.3           THEREFORE, for and in consideration of the promises and mutual covenants set forth herein, the parties hereto agree as set forth in this Agreement, including all provisions.

2.0           Purchase and Sale of Shares. The Subscriber hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Subscriber, six million (6,000,000) shares (the “Shares”) of Common Stock of the Company for an aggregate purchase price of at least six thousand US dollars ($6,000), the sufficiency of which is hereby acknowledged and the receipt of which shall be in the Subscriber’s discretion as needed by the Company no later than twelve (12) months following the execution hereof.

2.1           On this date, the Company shall issue to the Subscriber a stock certificate or certificates (or, if not certificated, provide documentation reflecting the registration in the name of the undersigned on the stock ledger of the Company) representing such fully-paid and non-assessable shares of Common Stock of the Company

2.2           The subscription will represent eight percent (8%) of the total number of outstanding shares of Common Stock of the Company.

3. Restrictive Legends. All certificates representing the Shares shall have endorsed thereon the following legends:

Exhibit 10.04

“The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under the Securities Act or an opinion of counsel satisfactory to the Company that such registration statement is not required.”

10.04.01         Any legend required by state securities or blue sky laws or regulations.

3.0           Investment Representations. In connection with the purchase of the Shares, the Subscriber represents to the Company the following:

3.1           The Subscriber is familiar with the Company’s business plans and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. The Subscriber has been afforded the opportunity to ask questions of the executive officers and directors of the Company.

3.1.01     The Subscriber understands that its investment in the Shares involves a high degree of risk. The Subscriber has sought such accounting, legal and tax advice as the Subscriber has considered necessary to make an informed investment decision with respect to the Subscriber’s acquisition of the Shares.

3.1.02     The Subscriber has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Shares, and is able to bear the economic risk of an investment in the Shares in the amount contemplated hereunder.

3.1.03     The Subscriber understands that there presently is no public market for the securities and none is anticipated to develop in the foreseeable future. The Subscriber can afford a complete loss of its investment in the Subscriber. The Subscriber is purchasing the Shares for investment for the Subscriber’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.

3.1.04     The Subscriber understands that the Shares have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and the Subscriber’s compliance with, the representations and warranties and agreements of the Subscriber set forth herein to determine the availability of such exemptions and the eligibility of the Subscriber to acquire such Shares, including, but not limited to, the bona fide nature of the Subscriber’s investment intent as expressed herein.

`3.1.05    The Subscriber further acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber understands that the certificates evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless the Shares are registered or such registration is not required in the opinion of counsel for the Company.

3.2           The Subscriber represents that the Subscriber is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

3.3           The Subscriber has all necessary [corporate][limited liability company][limited partnership] power and authority, if applicable, to enter into this Agreement and to consummate the transactions contemplated hereby. All [corporate][limited liability company][limited partnership] action, if applicable, necessary to be taken by the Subscriber to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Subscriber in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by the Subscriber. This Agreement constitutes the valid, binding and enforceable obligation of the Subscriber, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The purchase by the Subscriber of the Shares does not conflict with the organizational documents of the Subscriber, if applicable, or with any material contract by which the Subscriber or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to the Subscriber or its property.

3.4           The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act.

3.5            The Subscriber understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares, nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

[Signature Page to Follow]

4.0           Dated: February 26, 2015

4.2           Accepted and Agreed as of this

26th day of February, 2015:

NOVEA INC.

Exhibit 3.3

FOUNDERS’ SHARES SUBSCRIPTION AGREEMENT

1.0           This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 26, 2015, by and between Novea Inc., a Wyoming corporation (the “Company”), and the party named in Item Four (the “Subscriber”).

1.1           The Company is proposing to raise funds via the public market at some point in the future (the “Registration Statement”) on such form under the Securities Act of 1933, as amended (the “Securities Act”) as best suits the Company’s desires.

1.2           In order to raise funds via the Registration Statement, the Company desires to issue and sell, and the Subscriber desires to purchase and acquire, certain Shares (as defined below) on the terms and conditions hereinafter set forth.

1.3           THEREFORE, for and in consideration of the promises and mutual covenants set forth herein, the parties hereto agree as set forth in this Agreement, including all provisions.

2.0           Purchase and Sale of Shares. The Subscriber hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Subscriber, four million five hundred thousand (4,500,000) shares (the “Shares”) of Common Stock of the Company for an aggregate purchase price of at least four thousand five hundred US dollars ($4,500), the sufficiency of which is hereby acknowledged and the receipt of which shall be in the Subscriber’s discretion as needed by the Company no later than twelve (12) months following the execution hereof.

2.1           On this date, the Company shall issue to the Subscriber a stock certificate or certificates (or, if not certificated, provide documentation reflecting the registration in the name of the undersigned on the stock ledger of the Company) representing such fully-paid and non-assessable shares of Common Stock of the Company

2.2           The subscription will represent eight percent (8%) of the total number of outstanding shares of Common Stock of the Company.

3. Restrictive Legends. All certificates representing the Shares shall have endorsed thereon the following legends:

Exhibit 10.04

“The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under the Securities Act or an opinion of counsel satisfactory to the Company that such registration statement is not required.”

10.04.01         Any legend required by state securities or blue sky laws or regulations.

3.0           Investment Representations. In connection with the purchase of the Shares, the Subscriber represents to the Company the following:

3.1           The Subscriber is familiar with the Company’s business plans and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. The Subscriber has been afforded the opportunity to ask questions of the executive officers and directors of the Company.

3.1.01     The Subscriber understands that its investment in the Shares involves a high degree of risk. The Subscriber has sought such accounting, legal and tax advice as the Subscriber has considered necessary to make an informed investment decision with respect to the Subscriber’s acquisition of the Shares.

3.1.02     The Subscriber has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Shares, and is able to bear the economic risk of an investment in the Shares in the amount contemplated hereunder.

3.1.03     The Subscriber understands that there presently is no public market for the securities and none is anticipated to develop in the foreseeable future. The Subscriber can afford a complete loss of its investment in the Subscriber. The Subscriber is purchasing the Shares for investment for the Subscriber’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.

3.1.04     The Subscriber understands that the Shares have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and the Subscriber’s compliance with, the representations and warranties and agreements of the Subscriber set forth herein to determine the availability of such exemptions and the eligibility of the Subscriber to acquire such Shares, including, but not limited to, the bona fide nature of the Subscriber’s investment intent as expressed herein.

`3.1.05    The Subscriber further acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber understands that the certificates evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless the Shares are registered or such registration is not required in the opinion of counsel for the Company.

3.2           The Subscriber represents that the Subscriber is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

3.3           The Subscriber has all necessary [corporate][limited liability company][limited partnership] power and authority, if applicable, to enter into this Agreement and to consummate the transactions contemplated hereby. All [corporate][limited liability company][limited partnership] action, if applicable, necessary to be taken by the Subscriber to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Subscriber in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by the Subscriber. This Agreement constitutes the valid, binding and enforceable obligation of the Subscriber, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The purchase by the Subscriber of the Shares does not conflict with the organizational documents of the Subscriber, if applicable, or with any material contract by which the Subscriber or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to the Subscriber or its property.

3.4           The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act.

3.5            The Subscriber understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares, nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

[Signature Page to Follow]

4.0           Dated: February 26, 2015

4.2           Accepted and Agreed as of this

26th day of February, 2015:

NOVEA INC.

Exhibit 4.1

NOVEA, INC.

A WYOMING, CORPORATION

COMMON STOCK SUBSCRIPTION AGREEMENT

NOVEA, INC.

1623 Central Avenue Ste. 201

Cheyenne Wyoming, 82001

The undersigned ("Subscriber"), on the terms and conditions herein set forth, hereby irrevocably submits this Subscription (the "Subscription") to NOVEA, INC. a Wyoming corporation (the "Company") for the purchase of ______________shares of common stock of the Company (the "Shares".)

1. Subscription for the Purchase of Shares.

1.1 Shares Being Offered for Sale. The Company is offering up to 2,,000,000 shares of its common stock in a private offering (the "Offering"), on the terms and conditions described in that certain Private Placement Memorandum and/or Issuers’ Initial Disclosure dated as of September 1, 2015, and the exhibits thereto (the "Memorandum") and in this Subscription Agreement. This is a mini-max offering for seed capital and the offering may be cancelled after the company raises a minimum of $20,000. The purchase price of the shares is $0.05 in cash. The Offering is being made to both persons who are "accredited investors" within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act".) and also to a maximum of 35 non- accredited investors pursuant to Regulation D Rule 504 of the Securities Act of 1933 as amended.

1.2 Offer to Purchase. Subscriber hereby irrevocably offers to purchase a total of ______________ of the shares being offered for sale in the Offering and tenders, herewith, the sum of $________________ payable to the order of NOVEA, INC. Subscriber recognizes and agrees that (i) this Subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber's death, disability or other incapacity, and (ii) the Company has complete discretion to accept this Subscription, either in whole or in part, or to reject this subscription in its entirety and shall have no liability for any rejection, in whole or in part, of this Subscription. This Subscription shall be deemed to be accepted by the Company only when the Company executes the Subscription Agreement and only as to the number of shares set forth in the space provided on the signature page herein to evidence the action of the Company with respect to this Subscription.

1.3 Effect of Acceptance. Subscriber hereby acknowledges and agrees that (i) on the Company's acceptance of this Subscription, either in whole or in part, this agreement shall become a binding and fully enforceable agreement between the Company and the Subscriber as to the number of the shares for which this Subscription is accepted by the Company; and (ii) there is no minimum dollar amount of subscriptions for the purchase of shares in the offering that the Company must receive before it is entitled to accept this Subscription. As a result, on acceptance by the Company of this Subscription, Subscriber will become the record and beneficial holder of the number of shares of the Company's Common Stock for which this Subscription is accepted by the Company and the Company will be entitled to retain the purchase price of such shares, whether or not the Company is able to raise all of the funds it is seeking in the offering.

2. Representation as to Investor Status.

2.1 Accredited Investor. In order for the Company to sell the shares in conformance with state and federal securities laws, the following information must be obtained regarding Subscriber's investor status. Please initial each item applicable to you as an investor in the Company. If an item does not apply to you, then please do not check the item as the company is allowed by Regulation D Rule 504 of the “Act” to accept a maximum of 35 non-accredited investors.

_____              (a) A natural person whose net worth, either individually or jointly with such person's spouse, at the time of Subscriber's purchase, exceeds $1,000,000;

_____              (b) A natural person who had an individual income in excess of $200,000, or joint income with that person's spouse in excess of $300,000, in each of 2012 and 2013 and reasonably expects to reach the same income level in 2014.

_____              (c) A bank as defined in Section 3(a)(2) of the Securities Act, or any Savings and Loan Association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;

_____              (d) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

_____             (e) 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;

_____              (f) 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;

_____              (g) 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 $5,000,000 or, if a self directed plan, with investment decisions made solely by persons that are accredited investors;

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

_____              (i) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the shares, with total assets in excess of $5,000,000;

_____              (j) A Director or Executive Officer of the Company;

_____             (k) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;

_____              (l) An entity in which all of the equity owners qualify under any of the above subparagraphs.

_____              (m) Subscriber does not qualify under any of the investor categories set forth in (a) through (l) above.

2.2 Net Worth. The term "net worth" means the excess of total assets over total liabilities. In calculating net worth, Subscriber may include the estimated fair market value of his or her principal residence as an asset.

2.3 Income. In determining individual "income," Subscriber should add to Subscriber's individual taxable adjusted gross income (exclusive of any spousal income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

2.4 Type of Subscriber. Indicate the form of entity of Subscriber:

(a) If Subscriber is not an individual, indicate the approximate date Subscriber entity was formed: ___________________________________

(b) If Subscriber is not an individual, initial the line below which correctly describes the application of the following statement to Subscriber's situation: Subscriber (i) was not organized or reorganized for the specific purpose of acquiring the shares and (ii) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership interest in Subscriber.

______True     _____False

If the "False" box is checked, each person participating in the entity will be required to fill out a Subscription Agreement.

2.5 Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows:

(a) The shares are being acquired for Subscriber's own account for investment, with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there under. No one other than Subscriber has any interest in or any right to acquire the shares. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares by anyone but Subscriber.

(b) Subscriber's financial condition is such that Subscriber is able to bear the risk of holding the shares that Subscriber may acquire pursuant to this agreement, for an indefinite period of time, and the risk of loss of Subscriber's entire investment in the Company.

(c) Subscriber has received, has read and understood and is familiar with the Company's Private Placement Memorandum, including, without limitation, the risk factors included therein (the "Memorandum") and this Subscription Agreement.

(d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Memorandum or otherwise furnished by the Company to Subscriber.

(e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Memorandum and this Subscription Agreement.

(f) Subscriber has investigated the acquisition of the shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith.

(g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the shares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares and of making an informed investment decision with respect thereto.

(h) Subscriber is aware that Subscriber's rights to transfer the shares are restricted by the Securities Act, applicable state securities laws and the absence of a market for the shares, and Subscriber will not offer for sale, sell or otherwise transfer the shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there from.

(i) Subscriber understands and agrees that the shares it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings and that the Company has no obligation to effectuate any such registration. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than the Memorandum and this Subscription Agreement.

(j) Any certificate representing the shares will be endorsed with a restrictive legend similar to the following:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.

(k) Subscriber also acknowledges and agrees to the following:

(i) an investment in the shares is speculative and involves a high degree of risk of loss of the entire investment in the Company; and

(ii) no public market exists and there is no assurance that any public market may ever develop either for the shares and that, as a result, Subscriber may not be able to liquidate Subscriber's investment in the shares should a need arise to do so.

(l) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the shares.

(m) Subscriber's address set forth below is his or her correct residence address.

(n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement.

(o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes.

The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

3. Indemnification. Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties made by Subscriber herein and that the Company is relying on such representations and warranties in making the determination to accept or reject this Subscription. Subscriber hereby agrees to indemnify and hold harmless the Company and each employee and agent thereof from and against any and all losses, damages or liabilities due to or arising out of a breach of any representation or warranty of Subscriber contained in this Subscription Agreement.

4. Transferability. Subscriber agrees not to transfer or assign this Subscription Agreement, or any interest herein, and further agrees that the assignment and transferability of the shares acquired pursuant hereto shall be made only in accordance with applicable federal and state securities laws.

5. Market Stand Off. Subscriber agrees that if requested by the Company or the managing underwriter of any proposed public offering of the Company's securities Subscriber will not sell or otherwise transfer or dispose of any of the shares held by the Subscriber without the prior written consent of the Company and such underwriter during such period of time, not to exceed 180 days, following the effective date of the registration statement filed by the Company with respect to such offering, as the Company or the underwriter may specify.

6. Termination of Agreement; Return of Funds. In the event that for any reason this Subscription is rejected in its entirety by the Company, this Subscription Agreement shall be null and void and if no further force and effect, and no party shall have any rights against any other party hereunder. In the event that the Company rejects this Subscription either in whole or in part, the Company shall promptly return or cause to be returned to Subscriber any money tendered hereunder with respect to the shares as to which the Subscription is rejected, with interest.

7. Notices. All notices or other communications given or made hereunder shall be in writing and shall be delivered by registered or certified mail, return receipt requested, postage prepaid, or delivered by, facsimile or e-mail to Subscriber at the address set forth below and to the Company at the address set forth on the first page of this agreement or at such other place as the Company may designate by written notice to Subscriber.

8. Amendments. Neither this Subscription Agreement nor any term hereof may be changed, waived, discharged or terminated except in a writing signed by Subscriber and the Company.

9. Governing Law. This Subscription Agreement and all amendments hereto shall be governed by and construed in accordance with the laws of the State of California.

10. Headings. The headings in this Subscription Agreement are for convenience of reference, and shall not by themselves determine the meaning of this Subscription Agreement or of any part hereof.

INDIVIDUALS

Dated: ________________

Acceptance or Rejection of Subscription [Appropriate Box to be Checked]

¨ Accepted for all of the shares subscribed for

¨ Accepted as to__________shares, and rejected as to the remaining shares subscribed for

¨ Rejected in its entirety

CORPORATIONS, PARTNERSHIPS, TRUSTS OR OTHER ENTITIES

Name of Purchaser (Please Print)_____________________________________________

Acceptance or Rejection of Subscription [Appropriate Box to be Checked] 

¨ Accepted for all of the shares subscribed for

¨ Accepted as to__________shares, and rejected as to the remaining shares subscribed for

¨ Rejected in its entirety

Exhibit 6.1

Profit Sharing Agreement
Jacana Insurance Company& Novea, Inc.

This Agreement is made and effective this June 1^st, 2016, by and between Jacana Insurance Company hereinafter referred to as “Company” and Novea, Inc. hereinafter referred to as “Administrator.”

The Company and the Administrator now mutually agree to the following schedule for the financial distribution of net profits generated by the Company.

IN WITNESS WHEREOF, the parties have hereunto signed this agreement this 1^st day of June, 2016

Name: Jermaine L. McDonald

Title: President & C.E.O

Jacana Insurance Company

// Howard Stubbs Nunn//___nunn.howard@yahoo.com___

Signature

Name: Howard Stubbs Nunn, Jr

Title: President & C.E.O

Novea, Inc.

Exhibit 12.1

Matheau J. W. Stout, Esq.

Attorney At Law

August 3, 2016

Howard Nunn, MD

Chief Executive Officer

Novea, Inc.

11 Cypress Point

Amarillo, Texas USA 79124

Re:           Offering Statement on Form 1-A (the "Offering Statement") 

Dr. Nunn:

I have acted as counsel to Novea, Inc. (the "Company") in connection with its filing with the Securities and Exchange Commission of an Offering Statement on Form 1-A (the “Offering Statement”), pursuant to Regulation A of the Securities Act of 1933, as amended (the “Act”). The Offering Statement relates to the proposed sale of up to 61,000,000 shares of common stock held by the Company (the “Shares”).

In connection therewith, I have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Articles of Incorporation and Bylaws of the Company; (b) Resolutions of the Board of Directors of the Company; (c) the Offering Statement and the exhibits thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company and other documents, agreements and instruments as I have deemed necessary as a basis for the opinions herein contained. In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon.

Based on my examination mentioned above, I am of the opinion that the 61,000,000 shares of common stock being offered by the company, when sold, will be legally issued, fully paid and non-assessable.

I am an attorney admitted to practice in Maryland. I am familiar with the applicable provisions of the Wyoming Revised Statutes, the applicable provisions of the Wyoming Constitution and reported judicial decisions interpreting these laws, and I have made such inquiries with respect thereto as I consider necessary to render this opinion with respect to a Wyoming corporation. This opinion letter is opining upon and is limited to the current federal securities laws of the United States and, Wyoming law, including the statutory provisions, all applicable provisions of the Wyoming Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. I express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to my firm under the caption "Legal Matters" in the prospectus forming a part of the Offering Statement.  In giving such consent, I do not thereby admit that I am included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

Sincerely,