THIS SECOND AMENDED OFFERING STATEMENT IS MADE PER FORM 1 - A

PRELIMINARY OFFERING CIRCULAR DATED: ______________2017

TENSLEEP FINANCIAL CORPORATION

$2,800,000

20,000 INVESTMENT UNITS

100 Units Minimum Purchase

Tensleep Financial Corporation, a Colorado corporation, is a development stage financial services company. Its temporary principal address is 109 E 17th Street, Suite 4375, Cheyenne, WY 82001, phone number (307) 663-9874, and its accounting and financial offices are located at 1623 Tradewinds Lane, Newport Beach, CA 92660.

Our officers and directors are offering on a best efforts basis 20,000 Investment Units at $25 per Unit (minimum purchase of 100 Units) and there is no minimum number of Units to be sold. Each Unit consists of 100 shares of Common Stock, 100 Series A Warrants, 100 Series B Warrants, 100 Series C Warrants and 100 Series D Warrants. Each warrant of each series of warrants is to purchase 1 share of common stock at a strike price of $0.20, $0.25, $0.30, and $0.40 respectively and are to be exercised within 24, 36, 48 and 60 months, respectively. The total number of shares included in the 20,000 units is 2,000,000 and the total underlying shares of all warrants is 8,000,000. The offering of the common stock underlying the warrants is a continuous offering. There are no arrangements to place the funds received in an escrow, trust, or similar arrangement. See "Description of Securities."

The Company's board of directors may issue all or part of the Units, in the exercise of its discretion, for non-cash consideration from independent third parties, officers, directors or affiliated persons. There is no limit on the amount of units that may be issued in exchange for non-cash consideration. Non-cash consideration is limited to include the cancellation of indebtedness for debts validly incurred, debt instruments for money loaned, advanced, or incurred on behalf of the Company. The warrants may be exercised for cash or the cashless exchange of the Company's common and/or preferred stock or the common stock of third party companies. The exchange rates of the common or preferred stock would be determined by the board of directors at the time of the exchange based on the market value of the common or preferred stock on the reasonable and fair value of the common or preferred stock as determined by the board of directors at the time of the exchange. See "Summary - Non-Cash Consideration."

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS."

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 HEREUNDER ARE EXEMPT FROM REGISTRATION.

⁽¹⁾The Units consist of 2,000,000 share of common stock and 8,000,000 shares of common stock underlying the Series A, B, C, and D Warrants.

⁽²⁾The securities are offered for cash and/or non-cash consideration, and may be sold to officers, directors and/or affiliates of the company.

⁽³⁾The offering is being made by our Officers and Directors on a best efforts basis and they will receive no remuneration.

⁽⁴⁾These amounts are before deducting the Company's registration and distribution expenses estimated at $50,000, and the total proceeds to the company if all the Series A, B, C and D Warrants are exercised is $2,800,000.

TENSLEEP FINANCIAL CORPORATION

TABLE OF CONTENTS

RISK FACTORS

In addition to the other information in this Offering Circular, prospective purchasers of the Units offered hereby should consider carefully the following factors in evaluating the Company and its business.

The Company Has Limited Operating History

Our company is a development stage company. Its limited operating history includes providing financial services. See HISTORY AND BUSINESS-Plan of Operation

The Company Requires Capital For Marketing and Advertising and funding loans.

The Company has no working capital to conduct Marketing and Advertising in the market segments identified by the Company. We must raise substantial capital to operate the company and to fund loans, market and advertise the Companies services and there is no assurance the Company will be able to raise such capital from this offering or the exercise of warrants. See HISTORY AND BUSINESS, Business Description.

Lack of Management Experience in Marketing And Selling In Its Market Segments

The two officers and directors of the Company have no experience in marketing and selling the Company's services in the identified market segments. See HISTORY AND BUSINESS, Business Description.

The Company Lacks of Significant Revenues

We are a development stage company and have generated limited revenues from our services. The Company will not experience significant revenues until it raises capital and can engage parties with experience in funding loans. See HISTORY AND BUSINESS - BUSINESS DESCRIPTION and PLAN OF OPERATION.

The Company Can Sell Units For Non-Cash Consideration

The Company's board of directors may issue all or part of the Units, in the exercise of its discretion, for non-cash consideration from independent third parties, officers, directors or affiliated parties. There is no limit on the amount of units that may be issued in exchange for non-cash consideration. Non-cash consideration is limited to include the cancellation of indebtedness for debts validly incurred, debt instruments for money loaned, advanced, or incurred on behalf of the Company.

The extent that Units are sold for non-cash consideration the Company reduces the amount of funds it will receive to be used for paying for operational costs and for advertising and marketing of its services which will have a material effect on the Company's growth.

The warrants may be exercised for cash or the cashless exchange of the Company's common and/or preferred stock or the common stock of third party companies. The exchange rates of the common or preferred stock would be determined by the board of directors at the time of the exchange based on the market value of the common or preferred stock or the reasonable and fair value of the common or preferred stock as determined by the board of directors at the time of the exchange. The exercise of the warrants will dilute the existing shareholders of the company, and the exercise of warrants with an exchange of the Company's common or preferred stock will result in further dilution of shareholders and fail to provide additional capital to the Company. See SUMMARY-Non-cash Consideration and SUMMARY-Warrants.

The Company's Need for Additional Financing

Cash proceeds from the exercise of Warrants may not provide the Company with sufficient funds to conduct funding operations, marketing and advertising activities. To obtain $150,000 in cash for marketing and advertising activities the Company must sell at lease 6,000 Units for cash. There can be no assurance that additional capital will be available on terms favorable to us, if at all. See USE OF PROCEEDS, CAPITALIZATION and DILUTION.

The Company Is Subject To Conflicts of Interest

Possible conflicts of interest may arise in the operation of the Company with decisions made by the Officers and Directors of the Company which may contrary to the best interests of the Company. Such conflicts would be because the Company's Directors and Officers are also the Directors and Officers of the Company's parent corporation.

In order to resolve conflicts of interest on issues involving the Company and its affiliates, the issues between the Company's affiliates will be determined, after full disclosure, by a good faith vote ofdisinterested members of the Company's board of directors or shareholders that the issue was fair, just and reasonable as to the Company at the time it was authorized, approved and ratified by the Company's board of directors.

Ronald S. Tucker and Leticia I. Tucker are the control persons of the issuer and EPIC Corporation, the Company's majority shareholder.

Our counsel has furnished, and in the future may furnish, legal services to possible affiliates. There is a possibility that in the future the interests of the various possible affiliated parties may become adverse as described in the Code of Professional Responsibility of the legal profession, and counsel may be precluded from representing one or all of such parties. If any situation arises in which the interests of the Company appear to be in conflict with those of its respective affiliates, additional counsel may be retained by one or more of the parties to assure that the interests of the Company are adequately protected.

There Is No Market for Securities

The Units and the securities constituting them pursuant to this offering are not restricted, but there is no present market being made in the Common Stock, or any of the Series of Warrants to be issued by the Company. As a result, purchasers of Units may not be able to liquidate their investments if there is an emergency. There is no guarantee a market will be made in the Common Stock or Warrants of the Company. Consequently, the purchase of the Units should only be considered as a long-term investment.

The Company Faces Significant Competition

We will compete with other larger well-established companies with greater financial resources and well established channels of distribution in the market segments in which the Company wants to engage. The competition may be able to prevent the Company from effectively becoming engaged in those markets.

The Offering Price Has Been Arbitrary Determined

The initial public offering price of the Units has been arbitrarily determined by us and does not or will not necessarily bear any relationship to the assets, book value, earnings, or our net worth or any other recognized criteria of value. Although the factors considered in determining the offering price included the general condition of the securities market, evaluation of prospective products, the prospects of the industry in which the Company is engaged, and sales and other financial projections of the Company, these factors are very subjective and we make no representations as to any objectively determinable value of the Units offered hereby. There is no assurance the Units offered hereby can be resold at the offering price, if at all.

In determining the offering price, we considered our desire to (i) conduct the Offering in a manner that will achieve the widest distribution of the Common stock; (ii) provide liquidity in the Common Stock subsequent to the Offering; (iii) and comply with the minimum per share requirement of FINRA. See PLAN OF DISTRIBUTION-Stock Pricing and Number of Units to be issued.

Investor will Experience Immediate Dilution

Investors in this Offering will experience immediate dilution of the net tangible book value of $0.2359 if 10,000 Units are sold; $0.2295 if 15,000 Units are sold and $0.2235 if 20,000 Units are sold per share or 94.36%, 91.8%, and 89.4%, respectively, of the offering price. See DILUTION

The Company Is Under The Control Of The Existing Stockholder

EPIC Corporation now and after the Offering will own a controlling interest. Accordingly, it would be able to elect a majority of our directors and to determine the outcome of the corporate actions requiring stockholder approval, regardless of how other stockholders of the Company may vote. The beneficial owners of EPIC are Ronald S. Tucker and Leticia I.Tucker who are the officers and directors of EPIC and the Company. See BENEFICIAL OWNERSHIP.

The Possible Effect Of "Penny Stock" Rules On Liquidity Of The Company

Our securities may become subject to certain rules and regulations promulgated by the Securities and Exchange Commission ("Commission") pursuant to the Securities Enforcement Remedies and Penny Stock Reform Act of 1990 (the "Penny Stock Rules") which impose strict sales practice requirements on broker/dealers which sell such securities to persons other than established customers and certain "accredited investors." For transactions covered by the Penny Stock Rules, a broker/dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent for the transaction prior to sale. Consequently, such rule may affect the ability of broker/dealers to sell the securities and may affect the ability of purchasers in this offering to sell any of the securities acquired hereby in the secondary market.

The Penny Stock rules generally define a 'penny stock" to be any security not listed on an exchange or not authorized for quotation on the NASDAQ Stock Market and has a market price (as therein defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. For any transactions by broker/dealers involving a penny stock (unless exempt), the rules require delivery, prior to a transaction in a penny stock, of a disclosure document relating to the market for the penny stocks. Disclosure is also required to be made about compensation payable to both the broker/dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stocks.

The foregoing penny stock restrictions will not apply to the Company's securities if such securities are listed on an exchange or quoted on the NASDAQ Stock Market and have certain price and volume information provided on a current and continuing basis or if the Company meets certain minimum net tangible asset or average revenue criteria. There can be no assurance that the Company's securities will qualify for exemption from the Penny Stock Rules. In any event, even if the Company's securities were exempt from the Penny Stock Rules, they would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to prohibit any person that is engaged in unlawful conduct while participating in a distribution of a penny stock from associating with a broker/dealer or participating in a distribution of a penny stock, if the Commission finds that such a restriction would be in the public interest. If the Company's securities were subject to the rules on penny stocks, the market liquidity for the Company's securities could be severely affected.

There may be changes in Market Conditions and Securities Regulation

The stock market conditions may change and the Securities Exchange Commission and the State Regulators may change the regulations in a manner that makes it unfeasible to arrange for public offerings.

Direct Partisipation Offering

This Offering is being made on a "direct participation" basis by our officers and directors and it may use selected broker-dealers to sell the Units offered herein. See "PLAN OF DISTRIBUTION". Furthermore, we have reserved the right to close the offering prior to the sale of the 20,000 Units. There can be no assurance that all the Units will be sold. If the Offering is closed at less then all Units, there will be substantially less additional working capital available to us. The net cash proceeds from the sale of the Units if the maximum number of Units are sold will be approximately $450,000 excluding warrants. However such amount may be reduced because of non-cash consideration in lieu of cash for the purchase of Units. See DESCRIPTION OF CAPITAL STOCK.

The Company's Directors Are Able To Issue Blank Check Preferred Stock

The Company's Articles of Incorporation provide the directors with the ability to establish one or more series of preferred stock with any rights preferences and privileges which the directors of the Company deem proper in the exercise of their reasonable judgment without the authority or approval of the Company's shareholders. The board of directors may establish one or more series of preferred shares with preferences that may reduce thevalue of the common stock of the Company. See DESCRIPTION OF CAPITAL STOCK.

HISTORY AND BUSINESS

We were incorporated in the State of Colorado on February 14, 2001, as wholly owned subsidiary of Tensleep Corporation (now EPIC Corporation), and who in July 2006 declared a stock dividend and distributed almost all of the company's common stock to its shareholders of record. The company was incorporated to be a specialty finance company engaged in business as a mortgage banker. The company until January 2006 had limited operations. In 2006 the Tensleep Corporation board of directors authorized the company to commence business as a specialty finance company providing various types of funding to emerging growth companies, e.g. product purchases, inventory financing, accounts receivable financing, etc. In addition the board decided that in order for the company to obtain the required capital it would be best, from a business point of view, to separate the company from Tensleep Corporation. The company has had limited operations since January 2006.

The executive offices are located at 109 E. 17th Street, Suite 4375, Cheyenne, WY 82001, telephone (307) 663-9874. The accounting and financial offices are located at 1623 Tradewinds Lane, Newport Beach, CA 92660, telephone (949) 548-7005.

The Company in 2001 issued Tensleep Corporation 5,000,000 shares of an investment of cash for $50,000 and in 2006 issue 4,561,990 shares in the stock dividend and in 2010 the company issued EPIC Corporation (formerly Tensleep Corporation) 10,000,000 shares of its common stock in exchange for $100,000 in consulting services. EPIC Corporation now owns 69.59% of the Company's common stock.

Management's Discussion of Business

Primary Objective

The Company proposes to provide commercial loans to third party and affiliate startup, develoment stage, and emerging growth companies ("Participants") in the United States to fund their activities to raise capital for future growth. The commercial loans will primarily be in the form of demand five year unsecured promissory notes in amounts up to $250,000 with interest between 5 to 10% with warrents attached. This type of funding is not now being serviced by the financial institutions ("Commercial Loans").

The Company plans to provide funding to Participants depending on the needs of the borrower. The purpose, of the funding, is to develop the future growth of the Participant by providing it an important part of its capital raising program. Participants are independent or affilated private and public companies looking to expand their business and in need of funding to carry out their financing plans. Our future is dependent on locating Participants, which we will find by attending presentations of such companies at sponcer luncheons by investment bankers, research firms and other financial organizations and word of mounth. Our business does not require any licensing from any State or Federal regulator agency. Our personnel has experience in evaluating Participants and understands the needs of the Participants and their funding requirements.

The Company has been providing financial services for affiliated companies. This has not produced cash but we have been compensated in restricted or qualified shares under Regulation A. The primary purpose of the Company is to lend a limited amount of capital to startup or development stage companies needing capital to brand their company and provide an effective capital raising program.

We believe the trend for our business is because there is always a need to raise capital with startups and development stage companies, and our current business is linked to the success of our affiliate companies. We have limited expenses, and we have a chance for profitability.

At the present time we have nominal liquidity, but as we sell some of the securities-for-sale and raise capital from the Offering and from the exercise of warrants we will start to have liquidity. There of course is no guarantee that we will be able to sell any of the existing securities or raise capital.

Commercial Loans

Overview

The Company identifies, and seeks relationships with developing entrepreneurially-driven Participants, third parties and affiliates, which are private or public emerging growth companies with developed and proprietary products or services. Participants are mostly engaged in information technology businesses, broadly defined to include all activities related to the acquisition, processing and dissemination of information and related technology to improve business, personal productivity, and healthcare. The Company may participate a strategic relationship with a Participant by providing it funding, and an affiliate may provide assistance in developing a capital finance program for the future growth of the Participant. The affiliate may provide the Participant with financial services including financial management, and operational, acquisition and disposition assistance. The financing assistance is independent of the Company providing funding to the Participant. The Company seeks referrals from accountants, attorneys, banks and others. The Company seeks Participants with potential, aggressive management and a business foundation. Generally, start up Participants are not considered, except if the Participant is a spin off or affiliated with one or more existing companies. The amount of a loan will not exceed $250,000.

The Participants must meet the requirements and standards approved by the Company's Board of Directors. However, the only standard is that the Participant's management must be trustworthy, and the requirements are: it must have a unique and/or proprietary product or service; its product or service solves a problem in an expansive market; its management has experience in the Participant's business; its business is scaleable; and it has larger than normal gross and operating profit margins.

The Company's criteria (requirements and standards) for making a loan is an analysis of information provided by the Participant; e.g., financial statments, executive summary, private placement memoradum, presentation slides, product information, managment history, product position in market, estimated future sales,etc.

Competition

The business in which we plan to engage is highly competitive, and is composed of many companies which are well financed and have a performance history.

Market

During the last year we have identified several Participants in deferent industries as possible funding candidates. The Company is also making contacts with third-party companies and individuals that are engaged in assisting startup, development stage, and emerging growth companies to raise capital.

Facilities

The Company is sharing office space with EPIC and pays no rent.

Research And Development, Environment

The Company has spent no amount of cash or other consideration for research and development and has incurred no such costs. Our operations will have no effect on the environment which would require us to comply with any environmental laws.

Government Regulation

The Company does not plan to engage in any business that will subject it to government regulation.

Employees And Labor Relations

The Company has one full time and one part time employee and is not subject to any labor contracts.

Cyclicability

We anticipate that some of the commercial loans will be subject to cyclical variations

PLAN OF OPERATION

The Company in the next 12 months after the commencement of the Offering will:

1. Continue to provide financial services for cash or stock;

2. Sell securities-for-sale when possible; and

3. Sell investment units of the offering.

The Company currently has limited cash flow needs which will allow it to operate for the next 12 months.

USE OF PROCEEDS

Based on a public offering price of $25.00 per Unit for the 20,000 Units, we will receive $500,000 in cash and/or non-cash consideration if the maximum number Units are sold and the sales are all made by our management. The following table illustrates the allocation of proceeds from the offering if 10%, 25%, 50%, 75% and 100% of the maximum number of Units are sold:

Funds received from the sale of Units will be used first to pay offering expenses, second Exchange for Indebtedness, third Funds for Lending, and last for Marketing & Advertising.

The Company has no indebtedness as of September 30, 2016, but is obligated for consulting fees of $250,000 to EPIC Corporation for services to be preformed in two years ending September 30,2017, and 2018.

The Company will issue 10,000 Units ($250,000) to EPIC Corporation to discharge the $250,000 indebtedness. The services for the two years ending September 30, 2017 and 2018, were and are being performed by Ronald S. Tucker. The consulting services include financial, business and corporate development services. The consulting fees will be reflected in the Notes to the Financial Statements as of September 30, 2016, as Note: 6, Subsesquent Events. Pending application of cash proceeds as described above, the Company intends to invest the net cash proceeds of this offering in investment-grade, short-term securities according to Rule 15c2-4 as promulgated under the Exchange Act.

CAPITALIZATION

The following table, as of September 30, 2016, sets forth the capitalization of the Company adjusted to reflect the sale by the Company of a maximum 20,000 Units at an assumed public offering price of Twenty-Five Dollars ($25.00) per Unit less the offering costs of $50,000, excluding the eerie of the Series A through Series D warrants that have not bee exercised. This table should be read in conjunction with the Financial Statements and related notes thereto included elsewhere in this Offering Circular.

⁽¹⁾The additional paid-in capital is calculated by deducting the value of Units sold less the Stated value of the Offering Shares issued less the cost of the offering costs plus Beginning Paid-In Capital:

50% sold is 250,000 - 10,000 - 50,000 + 150,000 = 340,000

75% sold is 375,000 - 15,000 - 50,000 + 150,000 = 460,000

100% sold is 500,000 - 20,000 - 50,000 + 150,000 = 580,000

DILUTION

The net tangible book value of the Company on September 30, 2016, was $380,000, or $0.0253 per share of Common Stock (380,000/15,000,000=0.0253 before the offering. "Net tangible book value" per share represents the amount of total tangible assets less total liabilities, divided by the number of shares of Common Stock outstanding.

After giving effect to the sales of the offering by the Company of 10,000, 15,000 and 20,000 Units offered hereby at a public offering price of $25 per Unit or $0.25 per share, the pro forma net tangible book value after the offering, but before the exercise of all warrants for each of the assumed units sold would respectively be $630,000 or $0.0394 per share (630,000/16,000,000 = 0.0394), $755,000 or $0.0458 per share (755,000/16,500,000 - .0458), and $880,000 or $0.0518 per share (880,000/17,000,000 = .0518). This represents an immediate increase in net tangible book value respectively of $0.0141 per share, $0.0205 per share, and $0.0265 per share to existing stockholders and a decrease respectively of $0.2247 per share, $0.2042 per share, and $0.1982 pre share to the purchasers of the units.

The following table sets forth, on a pro forma basis as of September 30, 2016, the number of shares of Common Stock purchased from the Company (it does not assume a conversion of the outstanding Series A through Series D Warrants to Common Stock), the total consideration and the average price per share paid by the existing holders of Common Stock, and the price to be paid by the new investors (assuming an initial public offering price of $.25 per Unit which is allocated to the share of common stock within the Unit estimated offering expenses).

After giving effect to the sales of the offering by the Company and the exercise of all the warrants for a total 10,000,000 shares of common stock offered hereby at a total value of $2,800,000 or $0.28 per share, the pro forma net tangible book value after the offering and the exercise of the warrants would respectively be $3,180,000 or $0.1272 per share (3,180,000/25,000,000 = 0.1272). This represents an immediate increase in net tangible book value respectively of $0.1019 per share (.1272 - .0253 = .1019)to existing stockholders and a decrease of $0.1528 per share (.28 - .1272 = .1528) pre share to the purchasers of the units and underlying shares.

MANAGEMENT

The directors and executive officers of the Company are set forth below.

Ronald S. Tucker, 78, since 2006 has been the Chief Executive Officer, Chief Financial Officer and Director, and founder of Company, and holds similar positions with EPIC Corporation (OTC:EPOR) formerly Tensleep Corporation (OTC: TENS) since 1997. Mr. Tucker was also the founder and former officer and director of Tensleep Technologies, Inc. (OTC:TNSP), which is now Commodore International, Inc. (OTC:CDRL), RX Healthcare Systems, Ltd., and EPIC Medicor Corporation. Since 1990, to present, Mr. Tucker was the founder has been and now is the President and a director of R Tucker & Associates, Inc, a financial and corporate development consulting firm. Mr. Tucker is a graduate of the University of California at Los Angeles where he received a Bachelor of Science while majoring in finance and accounting. Mr. Tucker is also a graduate of the Loyola University School of Law. Mr. Tucker is the husband of Leticia I. Tucker and a member of the California and Texas Bar Associations.

Leticia I. Tucker, 73, since 2006 is a Director and is the Secretary/Treasurer of the Company and holds similar positions with EPIC Corporation since 1997 and RX Healthcare Systems, Inc. She is the wife of Ronald S. Tucker, and for more than ten years has provided accounting and financial services for various small businesses.

Each director serves for a term of one year and is subject to reelection at the annual meeting of shareholders.

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Compensation

Our two officers and directors, during each year, to conserve capital, have agreed to work for no compensation. At the end of each fiscal year the Board of Directors will review the financial results of the Company to determine whether to enter employment agreements with the officers and establish compensation for the directors for the following year.

Employment Agreements

The Company at this time has not entered into an employment agreement with any of the officers or directors. The management does not believe that an agreement will be entered into until after September of 2017.

Limitation of Liability and Indemnification

Our Bylaws provide that the Company will indemnify its Directors and officers to the fullest extent permitted by law against certain losses which may be incurred in connection with any proceeding which arises by reason of the fact that such person is or was an agent of the Company. The Company believes that indemnification under the Bylaws covers at least negligence and gross negligence by an indemnified party, and permits the Company to advance litigation expenses in the case of stockholder derivative actions or other actions, against an undertaking by the indemnified party to repay those advances if it is ultimately determined that the indemnified party is not entitled to indemnification.

In addition, our Articles of Incorporation provide that, pursuant to Colorado law, our Directors shall not be liable to the Company or its stockholders for monetary damages for and act or omission in the Director's capacity as a Director. This does not eliminate or limit the liability of a Director to the extent the Director is found liable for a breach of the Director's duty to loyalty to the Company, for acts or omissions not in good faith or involving intentional misconduct, or a knowing violation of the law, for actions leading to improper personal benefit to the Director and for an act or omission for which the liability of the Director is explicitly provided by applicable statute. The provision also does not affect a Director's responsibilities under any other law, such as federal securities laws or state and federal environmental laws.

BENEFICIAL OWNERSHIP

As of December 31, 2015, we had 5,000,000 shares of its Common stock issued and outstanding. The following schedule tabulates holders of Common Stock of the Company by each person who holds of record or is known by Management of the Company to own beneficially more than five percent (5%) of the Common Stock outstanding before the Offering and estimated after the Offering from an expected exchange of Units in cancellation of debt and by all Officers and Directors of the Company Individually, and as a group. The Shareholders listed below have sole voting and investment power.

¹ Ronald S. and Leticia I. Tucker are officers and directors of EPIC Corporation and the sole shareholders of R Tucker & Associates, Inc. and hold the power to vote the corporations stock.

¹ Ronald S. and Leticia Tucker before the Offering have indirect control of voting and disposition of 2,225 shares of common stock and indirect control of voting and disposition of 11,677,300 of owned by EPIC Corporation and R Tucker & Associates, Inc., respectively.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 150,000,000 authorized shares of common stock, with no par value per share ("Common Stock") and 50,000,000 authorized and unissued shares of preferred stock ("Preferred Stock").

Common Stock

The holders of shares of Common Stock have no preemptive rights to maintain their respective percentage ownership interests in the Company or other subscription rights for other securities of the Company. Shares of Common Stock are not redeemable or subject to further calls or assessments. All of the outstanding shares of Common Stock ara fully paid and non-assessable and the shares of Common Stock to be outstanding after this offering will be fully paid and non-assessable. The holders of shares of Common Stock are entitled to share pro rata in dividends, if any, as may be declared by the Board of Directors of the Company out of funds leglly available therefore. Dividend Policy is subject to the prior rights of holders of shares of Preferred Stock, if any, upon liquidation, dissolution and winding up of the Company, holders of shares of Common Stock are entitled to share ratably in the net assets available for distributions to such holders.

Holders of Common Stock are entitled to vote upon all matters submitted to a vote of the stockholders of the Company and shall be entitled to one vote per share held, except in the election of directors where the holder shall be entitled to one vote per share held times the number of directors to be elected. Generally, the vote of the majority of the shares represented at a meeting of the stockholders and entitled to vote is sufficient for actions that require a vote of the stockholders.

Preferred Stock

The Board of Directors is authorized, without any further action by the shareholders, to issue Preferred Stock from time to time in such series, in such a number of shares and with such dividend, redemption, liquidation, voting, conversion, sinking fund and other rights as the Board shall establish. None of the preferred shares have been authorized by the Board of Directors.

Warrants

The Company is offering four series of warrants each consisting of 2,000,000 warrants. The four series include Series A, B, C and D warrants exercisable into one share of common stock. The exercise prices for the Series A through D Warrants, are $0.20, $0.25, $0.30, and $0.40 per share, respectively; and their expiration dates are respectively 24, 36, 48, and 60 months starting with the effective date of this offering. The total number of shares underlying the warrants are 2,000,000 shares for each series for a total of 8,000,000 shares. The warrants may be exercised for cash or the cashless exchange of the Company's common and/or preferred stock or the common stock of third party companies. The exchange rates of the common or preferred stock would be determined by the board of directors at the time of the exchange based on the market value of the common stock or the reasonable and fair value of the common stock as determined by the board of directors at the time of the exchange. The exercise of the warrants will dilute the existing shareholders of the company, and the exercise of warrant's with an exchange of the Company's common or preferred stock will result in further dilution of shareholders and fail to provide additional capital to the Company, The offering of the common stock underlying the warrants is a continuous offering.

The Transfer Agent and Registrar for the Common Stock will be Corporate Stock Transfer located at 3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209. Its telephone number is (303) 282-4800.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, provided all the Units are sold, the Company will have outstanding 17,000,000 shares of its Common Stock, before the exercise of any warrants. All Common Stock Warrants offered hereby and the underlying 8,000,000 shares for the Series A through Series D Warrants will be freely transferable without further restriction or registration under federal securities law except for any securities bought by an "affilate" of the Company as that term is defined by Rule 144 as promulgated in the Securities Act of 1933, as amended (the "Act"). All restricted shares of Common Stock held by existing shareholders may not be sold without registration under the Act unless an exemption from registration is available, including an exemption contained in Rule 144. The offering of the common stock underlying the warrants is a continuous offering.

In general, the safe harbor provided under Rule 144, as currently in effect, depends on whether or not the issuer of the securities was for 90 days immediately before a sale of a restricted security, subject to the reporting requirements of section 13 and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") ("Reporting Company"), and whether or not the person selling the securities is an affiliate of the issuer, or within the last 90 days was an affiliate, or sells the securities for the account of an affiliate, or sells for the account of a person who was an affiliate for 90 days immediately before the sale ("Affiliate").

If the issuer is a Reporting Company and the person selling restricted securities is not an Affiliate and is doing so for his own account shall not be considered an underwriter of those securities within the meaning of section 2(a)(11) of the Act ("Statutory Underwriter") if there is adequate current public information available with respect to the issuer of the securities¹, and a minimum of six months has elapsed since the acquisition date and any resale of such securities by the acquirer or any subsequent holder of those securities²; however, Rule 144(c)(1) will not apply if the seller in not an Affiliate and a period of one year has elapsed since the acquisition from the issuer or an affiliate and the resale of the securities³.

If the issuer is not a Reporting Company and the person selling restricted securities is not an Affiliate and is doing so for his own account, he shall not be considered a Statutory Underwriter if a minimum of one year has elapsed since the date of the acquisition of the securities and the date of the resale of the securities⁴.

Whether or not the issuer is a Reporting Company, and affiliate or any person who was an affiliate at any time during the 90 days immediately before the sale of restricted securities, or person who sells restricted or any other securities for the account of an affiliate or for the account of a person who was an affiliate at any time during the 90 days immediately before the sale, shall be deemed not to be a Statutory Underwriterof those securities if⁵:

There is adequate current public information available about the issuer⁶;

If the issuer is a Reporting Company, a minimum of six months must elapse between the purchase date and the resale date by the acquirer or the subsequent holder of the securities⁷; or

If the issuer is not a Reporting Company, a minimum of one year must elapse between the purchase date and the resale date⁸;

If the securities sold for the account of an Affiliate whether or not those securities are restricted, the amount of securities sold, together with all sales of securities of the same class for the preceding three months are not to exceed, in general, the greater of one percent of the shares outstanding, the average weekly reported volume of trading in such securities on all national securities exchanges during four calendar week beforea notice of sale, order given to a broker or the date of execution with a market maker⁹;

The securities are sold through a brokers' transaction or a transaction directly with a market maker¹⁰;

The seller does not solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction, or make a payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities¹¹;

The brokers' transaction does no more than execute the order or orders to sell as agent for the person whose account the securities are sold, only receives customary broker's commission, and neither solicits nor arranges for the solicitation of customers' orders to buy the securities in anticipation of or in connection with the transaction¹²; and

The seller must have a bona fide intention to sell the securities within a reasonable time after filing Form 144 concurrently with either the placing with a broker or an order to execute a sale with a market maker of a sale if the securities to be sold during any three months exceeds 5,000 shares or has an aggregate sale price more than $50,000¹³.

Before this offering, there has been no publicmarket for any of the Company's securities and no assurance can be given that any such market will exist or develop upon completion of this offering or, if developed, will be maintained. The Company cannot predict the effect, if any, that sales of restricted securities or the availability of such securities for sale will have on any market prices prevailing from time to time for the Company's securities. Nevertheless, sales by existing security holders of substantial amounts of the Company's securities, including securities offered hereby, could adversely affect prevailing market prices for the Company's securities if and when a market exists or develops. None of the holders of any shares of Common Stock is entitled to any registration rights. See Plan of Distribution-Marketing Arrangements.

MARKET FOR COMMON STOCK

As of September 30, 2016, there are 15,000,000 outstanding shares of Common Stock.

There is no existing market for our common stock, and no assurance can be given that an established and liquid trading market for the common stock will develop.

The development of a public market that has the desirable characteristics of depth, liquidity and orderliness depends upon the presence in the marketplace of a sufficient number of willing buyers and sellers at any given time, over which neither our officers nor any market maker has any control. Accordingly, there can be no assurance that an active or liquid trading market for the Common Stock will develop, or that if such a market develops, it will continue. To the extent permissible under applicable laws, the Company will use its best efforts to assist in the matching of persons who wish to purchase and sell the Company's Stock. There can be no assurance, however, that purchasers and sellers of our Stock can be readily matched and investors should, therefore, consider the potentially illiquid and long-term nature of the securities offered in the Offering. Furthermore, there can be no assurance that purchasers will be able to sell their shares at or above the Purchase Price.

PLAN OF DISTRIBUTION

Offering of Units

The Offering will close when all the investment units are sole. The Company reserves the right to terminate the Offering prior to the Expiration Date.

The minimum purchase amount in this offering is 100 Units. All purchases will be subject to such minimum and all other terms and conditions, including the right of the Company, in its sole discretion, to reject any subscriptions for Units in whole or in part.

The Company's Board of Directors may issue all or part of the Units, in the exercise of its discretion, for non-cash consideration from independent third parties, officers, directors or affiliated parties. There is no limit on the amount of units that may be issued in exchange for non-cash consideration. Non-cash consideration is limited to include the cancellation of indebtedness for debts validly incurred, the license of or purchase of technology, products, brand names, synergistic products and for money loaned, advanced, or incurred on behalf of the Company. At the current time other than our current debt no other non-cash consideration has been identified. The acceptance of non-cash items will be evaluated by the Board of Directors on any basis which the board deems appropriate and fulfills their responsibilities as directors. The aggregate value of non-cash consideration will be established by bona fide sales of that consideration made within a reasonable time, or, without sales, on the fair value or reasonable value as determined by the board of directors as a prudent purchaser.

The extent that Units are sold for non-cash consideration the Company reduces the amount of funds it will receive to be used for paying for operational costs and for advertising and marketing of its services which will have a material effect on the Company's growth.

The impact on not receiving cash from the sale of Units in whole or in part will not impair the Company's ability to operate at its current development stage. The offering is to reduce debt and increase equity, provide funding with cash sales and the exercise of warrants and provide for the acquisition of technology and funding for joint ventures with third parties for the marketing and sales of the Company's services.

Officers of the Company will be available to answer questions about the Offering and may also hold informational meetings with interested persons. Such officers and directors will not be permitted to make statements about the Company unless such information is also set forth in the Offering Circular, nor will they render investment advice. All purchasers of the units offered hereby will be instructed to send payment directly to the Company. See Method of Payment for Subscriptions.

The Series A through D Warrants acquired in the Offering will be freely transferable, except as described in the section entitled "Shares Eligible For Future Sale." In addition, under Financial Industry Regulatory agency ("FINRA") guidelines, members of the FINRA and their associates are subject to certain restrictions on transfer of securities purchased according to this Offering and to certain reporting requirements upon purchase of such securities. The warrants may be exercised for cash or the cashless exchange of the Company's common and/or preferred stock. The exchange rates of the common or preferred stock would be determined by the board of directors at the time of the exchange based on the market value of the common stock or the reasonable and fair value of the common stock as determined by the board of directors at the time of the exchange.The offering of the common stock underlying the warrants is a continuous offering.

The Units are being offered on a direct participation best efforts basis by the Company when, as and if issued. The Units are offered subject to: (1) prior sale, receipt and acceptance by the Company; (2) to withdrawal, cancellation or modification without notice; and (3) certain other conditions. The Certificates representing the Shares will be delivered by the Company's transfer agent. The Company reserves the right to reject orders in whole or in part. No escrow, trust or similar arrangement is being provided in the sale of these securities. The funds will be deposited to the Company's general account upon receipt. No funds will be returned to customers under any circumstances. The Company may agree to issue to persons who introduced potential investors a "finder's fee" in an amount up to 10% of the price of each Unit purchased by the investor. The Company has agreed to indemnify its directors, officers, employees and will agree to indemnify participating broker dealers against civil liabilities, including liabilities under the Securities Act of 1933 (the "Act"). The Company may sell Units to the officers, directors and affiliates of the Company.

Questions of prospective purchasers will be directed to officers and directors of the Company or the selling agent.

Unit Pricing and Number of Units to be Issued

Prior to this Offering, there has been no public market for the Company's Common Stock and therefore no public market price. The public offering price for the 20,000 Units will be $25 per unit as determined by the Company. Among the factors considered in determining the public offering price were certain financial and operating information of the Company, the future prospects of the Company and its industry in general and the price-earnings ratios, price-book value ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to those of the Company. The Company also considered the Company's desire to (i) conduct the Offering in a manner to achieve the widest distribution of the Units, and (ii) to promote liquidity in the Common Stock subsequent to the Offering.

Payment of Subscriptions

Subscribers must, before the Expiration Date, return an original stock order form and certification to the Company, properly completed, together with cash, checks or money orders in an amount equal to the Purchase Price multiplied by the number of units for which subscription is made. Subscriptions which are returned by mail must be received by the Company by the Expiration Date. The Company will immediately deposit all funds in its regular account. Subscriptions which are not received by the Expiration Date or are not in compliance with the order form instructions may be deemed void by the Company. The Company has the right to waive or permit correction of incomplete or improperly executed order forms before the Expiration Date, but does not represent that it will do so.

Market for Common Stock

As of September 30, 2016, there were 15,000,000 outstanding shares of Common Stock.

There is no existing market for our Common Stock, and no assurance can be given that an established and liquid trading market for the Common Stock will develop.

The development of a public market that has the desirable characteristics of depth, liquidity and orderliness depends upon the presence in the marketplace of a sufficient number of willing buyers and sellers at any given time, over which neither our officers nor any market maker has any control. Accordingly, there can be no assurance that an active or liquid trading market for the Common Stock will develop, or that if such a market develops, it will continue. To the extent permissible under applicable laws, the Company will use its best efforts to assist in the matching of persons who wish to purchase and sell the Company's Stock. There can be no assurance, however, that purchasers and sellers of our Stock can be readily matched and investors should, therefore, consider the potentially illiquid and long-term nature of the securities offered in the Offering. Furthermore, there can be no assurance that purchasers will be able to sell their shares at or above the Purchase Price.

INTEREST OF OTHERS IN CERTAIN TRANSACTIONS

In February 2001 Tensleep Corporation purchased 5,000,000 shares of the Company's common stock for $50,000 cash. The shares were issued pursuant to Section 4(2) under the Securities Act of 1933, as amended

In September 2007 Tensleep Corporation (which in September 2007 changed its name to EPIC Corporation) contributed to the Company's capital a receivable of $130,000 owed by RX Healthcare Systems, Inc., to EPIC as a license fee, and the Company in cancelation of the indebtedness received 520,000 qualified shares of RX Healthcare's common stock pursuant to Regulation A under the Securities Act of 1933. the Company subsequently declared and distributed 493,846 shares of RX Healthcare Systems, Inc., as a stock dividend to its shareholders retaining 26,154 shares for itself.

In March 2008 EPIC contributed a to the Company's capital a balance of $400,000 on a promissory note issued by Hennie Thomas and Arie Hommel which was issued for the purchase of 1,100,000 shares of Tensleep Technologies, Inc.'s common stock (whose name was changed to Commodore International, Inc.). In September 2009 the Company wrote off the $400,000 note due to the inability of Hennie Thomas and Arie Hommel to pay offthe note.

In September 2009 EPIC Corporation contributed to the Company's capital a promissory note issued by Meadows at Quail Run, LLC, a non affiliate of the Company, in the amount of $134,550 for the sale of several improved lots located in La Vernia, Texas. The note was subsequently written off.

The Company in November 2010, issued EPIC Corporation 10,000,000 pursuant to an assignment by R Tucker & Associates contained in an agreement dated October 5, 2010 ("RT Agreement"). As of September 30, 2010, the Company owed R Tucker a Consulting Fee of $30,000 and accrued interest of $100,000 on a 10% Convertible Promissory note with a principal balance of $400,000. The interest of $100,000 was accrued over 2 and 1/2 years. Pursuant to the RT Agreement R Tucker agreed to accept and the Company agree to issue R Tucker 10,000,000 shares of its common stock in cancellation of the accrued interest and consulting fee. In the RT Agreement R Tucker assigned the 10,000,000 shares of the Company to EPIC corporation as consideration of EPIC's agreement to added $100,000 of interest to its Note ("EPIC Agreement"). (See Note 4 Second Paragraph for details of EPIC Agreement. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933.

The Company on October 5, 2010, entered into an agreement with EPIC Corporation that EPIC would issued the Company 1,000,000 shares of its common stock valued at $200,000 to pay a consulting fee of $100,000 for a one year consulting contract which ended September 30, 2010, provided the Company would apply an EPIC interest obligation of $100,000 on a $500,000 convertible promissory note dated January 4, 2008 ("EPIC Note"), to the principal of the EPIC Note. In 2012, EPIC Corporation Declared a 1 : 1 stock dividend that increased the shares held by the company to 2,000,000. Then in August 2015, EPIC Corporation effected a 1 : 10 reverse stock split resulting in the Company holding 200,000 shares. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933

The Company on February 28, 2015, for financial services provided to RX Healthcare valued at $50,000 receive form RX Healthcare Systems, Ltd. 2,000 investment units of its REG A offering qualified on January 28, 2015, in cancellation of the debt. The 2,000 investment units consist of 200,000 shares of free trading common stock and 200,000 for each of the Series A, B, C, and D Warrants, which have a strike price of $0.075, $0.10, $0.15, and $0.20 per share respectively. The strike price was subsequently raised and agreed to by the holders to $0.075, $0.20, $0.30, and $0.40, respectively.

The Company on September 30, 2016, entered into a consulting agreement with EPIC Medicor Corporation to provide it with consulting services for a period of one year ending September 30, 2017, for a consulting fee of $120,000 payable within 30 days of the execution of the agreement in cash or investment units qualified under Regulation A of the Securities Act of 1933. The Company received 6,000 investment units consisting of 600,000 shares of free trading common stock and 600,000 for the Series A, B, C and D Warrants from the Regulation A offering qualified on August 8, 2016. The strike price for the warrants are $0.075, $0.10, $0.15, and $0.20 respectively.

The Company on October 1, 2016, entered into a Consulting Agreement with EPIC Corporation for two years ending September 30, 2018. The compensation for the agreement is to be $250,000 payable, at the last to occur, 30 days from the date of agreement or the qualification date of the Regulation A Offering Statement.

ADDITIONAL INVORMATION

We are not currently a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company has filed with the Washington D. C. Office of the Securities and Exchange Commission (the "Commission") a Form 1-A under the Act, with respect to the securities offered hereby. This Offering Circular does not contain all the information set forth in the Offering Statement and the exhibits thereto. For further information concerning this offering and the Company, reference is made to such Offering Statement and related exhibits.

Statements made in this Offering Circular regarding the contents of any contract, agreement or other document filed as an exhibit to the Offering Statement are not necessarily complete, and reference is made to the respective exhibits for a more complete description of the matters involved. The Offering Statement and exhibits may be found and dowloaded on EDGAR.

SHAREHOLDERS REPORTS

The Company intends to furnish to its shareholders annual reports containing audited or un-audited financial statements examined and reported by the Company's independent certified public accountants, quarterly reports for the first three quarters of each fiscal year containing un-audited financial information and such other interim reports as it may from time to time deem appropriate.

STATEMENT OF CONDITION

The accompanying financial statements of the Company have been prepared by management for their use as of the date indicated and have not been audited or reviewed by an independent accountant. They have been prepared on a basis which management believes meets General Accepted Accounting Principles ("GAAP") and are reasonable.

TENSLEEP FINANCIAL CORPORATION

A Development Stage Company

BALANCE SHEET

As Of

September 30, 2016 and 2015

(Unaudited)

ASSETS

The accompanying notes are an integral part of these statements

TENSLEEP FINANCIAL CORPORATION

A Development Stage Company

STATEMENT OF OPERATIONS

For Years Ending

September 30, 2016 and 2015

From Inception to 9/30/2016

(Unaudited)

The accompanying notes are an integral part ofthese statements.

TENSLEEP FINANCIAL CORPORATION

A Development Stage Company

STATEMENT OF STOCKHOLDERS EQUITY

FOR YEARS ENDING SEPTEMBER 30, 2011 TO 2016 September 30, 2015

(Unaudited)

The Accompanying notes are an integral part ofthese statements.

TENSLEEP FINANCIAL CORPORATION

A Development Stage Company

STATEMENTS OF CASH FLOWS

FOR PERIODS ENDING SEPTEMBER 30, 2016 and 2015

(Unaudited)

The accompanying notes are an integral part of these statements

TENSLEEP FINANCIAL CORPORATION

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

September 30, 2016 and September 30, 2015

(Unaudited)

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Tensleep Financial Corporation, a Colorado Corporation (the "Company"), a specialty finance company, was organized and formed by EPIC Corporation (formerly Tensleep Corporation) as was a wholly owned subsidiary of EPIC Corporation. Then in June 2006 EPIC Corporation spun off the Company to its shareholders, but later became a majority own subsidiary of EPIC. The Company provides financial services or funding to small businesses that are not readily available by other financial institutions.

Cash and Cash Equivalents

For the purposes of financial statement reporting, the Company considers all liquid investments with maturity of 3 months or less to be cash equivalents.

Property and Equipment, Depreciation and Amortization

Property and equipment obtained in the future through an exchange will be carried at the fair market value of the equipment on the date of acquisition. Property and equipment purchased will be carried at cost as of the date of purchase.

Depreciation and amortization are computed using the straight-line method over the assets expected useful lives. The useful lives of property and equipment for purposes of computing depreciation are:

Machinery & Equipment        3 years

Software                                3 years

Repairs and maintenance are charged to operations when incurred. Costs of betterments, which materially extend the useful lives of the assets, are capitalized. Gains and losses from sales or disposition of assets are included in the statement of operation.

Organization Costs

Organization Costs are carried at the amount charged and are amortized over 5 years.

Fair Value of Financial Instruments

For the Company's financial instruments, the carrying value is considered to approximate the fair value. Cash and accounts payable are settled so close to the balance sheet date that fair value does not differ significantly from the stated amounts.

Income Taxes

Income taxes are recognized during the year in which transactions are enter into the determination of consolidated financial statement income, with deferred taxes being provided for temporary differences between amounts of assets and liabilities for financial report purposes and such amounts as measured by tax laws.

Use of Estimates

The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Adjustments

In the opinion of management the data reflects all adjustments necessary for a fair statement of results for the periods indicated. All adjustments are of a normal and recurring nature.

Revenue Recognition and Costs

The Company recognizes revenues when product is shipped or delivered and cost of products are recognized when received from the vendor.

NOTE 1: DEVELOPMENT STAGE COMPANY

The Company is a development stage company that provides financial services and specialized funding to businesses that is not provided for by institutional lenders.

NOTE 2: CAPITAL TRANSACTIONS

In February 2001 Tensleep Corporation purchased 5,000,000 shares of the Company's common stock for $50,000 cash. The shares were issued pursuant to Section 4(2) under the Securities Act of 1933, as amended

In September 2007 Tensleep Corporation (which in September 2007 changed its name to EPIC Corporation) contributed to the Company's capital a receivable of $130,000 owed by RX Healthcare Systems, Inc., to EPIC as a license fee, and the Company in cancelation of the indebtedness received 520,000 qualified shares of RX Healthcare's common stock pursuant to Regulation A under the Securities Act of 1933. the Company subsequently declared and distributed 493,846 shares of RX Healthcare Systems, Inc., as a stock dividend to its shareholders retaining 26,154 shares for itself.

In March 2008 EPIC contributed a to the Company's capital a balance of $400,000 on a promissory note issued by Hennie Thomas and Arie Hommel which was issued for the purchase of 1,100,000 shares of Tensleep Technologies, Inc.'s common stock (whose name was changed to Commodore International, Inc.). In September 2009 the Company wrote off the $400,000 note due to the inability of Hennie Thomas and Arie Hommel to pay off the note.

In September 2009 EPIC Corporation contributed to the Company's capital a promissory note issued by Meadows at Quail Run, LLC, a non affiliate of the Company, in the amount of $134,550 for the sale of several improved lots located in La Vernia, Texas. The note was subsequently written off.

The Company in November 2010, issued EPIC Corporation 10,000,000 pursuant to an assignment by R Tucker & Associates contained in an agreement dated October 5, 2010 ("RT Agreement"). As of September 30, 2010, the Company owed R Tucker a Consulting Fee of $30,000 and accrued interest of $100,000 on a 10% Convertible Promissory note with a principal balance of $400,000. The interest of $100,000 was accrued over 2 and 1/2 years. Pursuant to the RT Agreement R Tucker agreed to accept and the Company agree to issue R Tucker 10,000,000 shares of its common stock in cancellation of the accrued interest and consulting fee. In the RT Agreement R Tucker assigned the 10,000,000 shares of the Company to EPIC corporation as consideration of EPIC's agreement to added $100,000 of interest to its Note ("EPIC Agreement"). (See Note 4 Second Paragraph for details of EPIC Agreement. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933.

NOTE 3: QUALIFIED AND NON QUALIFIED STOCK OPTIONS

The Company in 2001 established a stock option plan pursuant to Section 422A of the Internal Revenue Code. The plan has yet to be defined other than the reserving 2,000,000 shares of common stock for such a plan. No options were ever granted under this plan and there are no options currently issued and outstanding.

The Company in 2001, adopted a non-incentive stock option plan. This plan grants options that can be exercised at a specified price. The Company has caused 2,000,000 shares of common stock be reserved for this plan. At this time no options have been granted.

NOTE 4: EQUITY INTERESTS

In September 2007, EPIC Corporation transferred a $130,000 obligation of RX Healthcare Systems, Inc., to the Company and the Company subscribed to 520,000 Qualified shares of RX Healthcare Systems, Ltd.'s, an affiliate, Common Stock pursuant to Regulation A under the Securities Act of 1933, in cancellation of the indebtedness of $130,000 (See Note 2). The Company subsequently declared a stock dividend and distributed 493,846 shares of RX Healthcare common stock to its shareholders retaining 26,154 shares for itself.

The Company on October 5, 2010, entered into an agreement with EPIC Corporation that EPIC would issued the Company 1,000,000 shares of its common stock valued at $200,000 to pay a consulting fee of $100,000 for a one year consulting contract which ended September 30, 2010, provided the Company would apply an EPIC interest obligation of $100,000 on a $500,000 convertible promissory note dated January 4, 2008 ("EPIC Note"), to the principal of the EPIC Note. In 2012, EPIC Corporation Declared a 1 : 1 stock dividend that increased the shares held by the company to 2,000,000. Then in August 2015, EPIC Corporation effected a 1 : 10 reverse stock split resulting in the Company holding 200,000 shares. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933

The Company on February 28, 2015, for financial services provided to RX Healthcare valued at $50,000 receive form RX Healthcare Systems, Ltd. 2,000 investment units of its REG A offering qualified on January 28, 2015, in cancellation of the debt. The 2,000 investment units consist of 200,000 shares of free trading common stock and 200,000 for each of the Series A, B, C, and D Warrants, which have a strike price of $0.075, $0.10, $0.15, and $0.20 per share respectively. The strike price was subsequently raised andagreed to by the holders to $0.075, $0.20, $0.30, and $0.40, respectively.

The Company on September 30, 2016, entered into a consulting agreement with EPIC Medicor Corporation to provide it with consulting services for a period of one year ending September 30, 2017, for a consulting fee of $120,000 payable within 30 days of the execution of the agreement in cash or investment units qualified under Regulation A of the Securities Act of 1933. The Company received 6,000 investment units consisting of 600,000 shares of free trading common stock and 600,000 for the Series A, B, C and D Warrants from the Regulation A offering qualified on August 8, 2016. The strike price for the warrants are $0.075, $0.10, $0.15, and $0.20 respectively.

The equities currently held by the Company are:

200,000 shares of EPIC valued at $200,000

226,154 shares of RX Healthcare Systems, Ltd., valued at $180,000

600,000 shares of EPIC Medicor Corporation valued at $120,000

800,000 RX Healthcare Series A, B, C, and D Warrants

2,400,000 EPIC Medicor Series A, B, C, and D Warrants

NOTE 5: DEFERRED INCOME

The Company on September 30, 2016, entered into a consulting agreement with EPIC Medicor Corporation to provide it with consulting services for a period of one year for a consulting fee of $120,000 payable within 30 days of the execution of the agreement in cash or in investment qualified units under Regulation A of the Securities Act of 1933. The Company received 6,000 investment units consisting of 600,000 shares of free trading common stock and 600,000 for the Series A, B, C and D Warrants. The strike price for the warrants are $0.975, $0.10, $0.15, and $0.20 respectively. The transaction was treated as "Deferred Income."

NOTE 6: SUBSEQUENT EVENT

The Company on October 1, 2016, entered into a Consulting Agreement with EPIC Corporation for two years ending September 30, 2018. The compensation for the agreement is to be $250,000 payable, at the last to occur, 30 days from the date of agreement or the qualification date of theRegulation A Offering Statement.

PART III

INDEXTO EXHIBITS

* These documents were filed on November 30, 2016, with original form.

** These documents were filed on January 10, 2017, with the First Amended Form 1-A.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on February 1, 2017.

Tensleep Financial Corporation

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